TCR_Public/001129.MBX         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, November 29, 2000, Vol. 4, No. 233

                           Headlines

ARMSTRONG HOLDINGS: Defaults Payment on $450 Million Credit Line
BIG V: Moody's Junks Credit Ratings After Chapter 11 Filing
CALIFORNIA COASTAL: Moving Forward with Home Building Projects
CLASSIC CABLE: Moody's Reviewing Senior Notes for Downgrade
CORRECTIONS CORP: REIT Completes Second Stock Distribution

CORRECTIONS CORP: Lehman Agrees to Credit Facility Amendments
COVAD COMM: Broadband Provider Reduces Workforce By 13%
CREDITRUST CORP: Creditors Propose Plan to Sell Firm for $24.5MM
CRIIMI MAE: Judge Keir Approves Plan To Emerge from Chapter 11
CROWN CORK: Reorganizes Internal Divisional Structure

DEVON CONVENIENCE: Case Summary
DILLARD'S INC: Moody's Places Ratings On Review for Downgrade
DUKE AND LONG: Case Summary and 26 Largest Unsecured Creditors
FLOORING AMERICA: Carpet Co-Op Buys Franchise Systems for $13MM
FRUIT OF THE LOOM: Summary of Committee's Lawsuit Against Lenders

GALAXY TELECOM: Moody's Rates 12-3/8% Senior Sub Notes at Caa3
GENESIS/MULTICARE: Deals with Eldertrust Moving Forward
GEORGIA-PACIFIC: Moody's Cuts Senior Unsecured Rating to Baa3
GRAND UNION: Names Jeffrey P. Freimark as New President and CEO
HARNISCHFEGER: Who Will Manage and Govern Reorganized HII?
ICG COMMUNICATIONS: Asks for Approval of $200MM DIP Facility

J. BAKER: Moody's Confirms Low-B Ratings & Says Outlook Negative
JAMES CABLE: Moody's Rates 10-3/4% Senior Notes at Caa2
KPC MEDICAL: Medical Management Files Chapter 11 in California
METALLURG: Moves to Calendar Year Accounting and Reporting
OWENS CORNING: Flaschen/Gitlin Serving as Foreign Representatives

PHAR-MOR: Shareholders to Convene on Dec. 7 in Washington, D.C.
PHILLIPS & KING: Wells Fargo Extends $2 Million Credit Line
PHYSICIANS RECIPROCAL: S&P Affirms Rating, Citing High Leverage
PILLOWTEX: Bank of America Extends $150 Million DIP Facility
SAFETY-KLEEN: Inks Parts Cleaner Agreement with SystemOne

SCOUR, INC: CenterSpan Conference Call Scheduled for 1:30 p.m.
SERVICE MERCHANDISE: Extending Consulting Agreement with SREV
SUBLIMITY INSURANCE: S&P Assigns Bbpi Rating, Citing Weaknesses
SUNDOG CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
SUNDOG ENERGY: Case Summary and 20 Largest Unsecured Creditors

SUNTERRA: Suggests European Operations Critical Part of Strategy
SUN HEALTHCARE: Stipulates to Relief from Stay for Injury Claim
TEARDROP GOLF: Expects to File Form 10-Q Today -- Finally
TY COBB: Fitch Places BBB-Rated Obligations on Watch List
VENCOR, INC: Company Asks Court to Approve Disclosure Statement

WEINER'S STORES: Taps DJM Asset Management To Liquidate 39 Stores
XDOGS COM: Disagreement Leads to Change in Auditing Firm

* Meetings, Conferences and Seminars

                           *********

ARMSTRONG HOLDINGS: Defaults Payment on $450 Million Credit Line
----------------------------------------------------------------
Armstrong Holdings Inc. defaulted on a bank credit line, further
complicating the global building products firm's struggle to avoid
bankruptcy, according to the Intelligencer Journal Lancaster.
Armstrong said the default was triggered by the company's
inability to repay $50 million to investors holding commercial
paper that matured.  Armstrong and other companies sell commercial
paper, which are short-term debt securities, to investors to raise
money to fund their business operations.  Typically, Armstrong
uses a bank credit line to cover its commercial paper obligations.
The failure to repay the maturing paper violated the financial
terms of Armstrong's $450 million bank credit line expiring in
October 2003.  The lender could now move up the expiration date on
the credit line.

Stan Steinreich, an Armstrong spokesman, said terms of the
company's bank financing include "cross default" provisions, one
of which triggered the default on the bank credit line. That means
Armstrong now runs the risk of the first default causing a
cascading effect, resulting in more defaults on its debt
obligations in the coming weeks. Because of the Thanksgiving
holiday weekend, the ramifications of Armstrong's default won't be
clear until later this week. Steinreich thought it was the first
time the Lancaster, Penn.-based Armstrong had defaulted on any of
its debt in the firm's 140-year history. Last week, Armstrong
disclosed in a U.S. Securities and Exchange Commission filing that
it was in a cash crunch, which may force the company to consider
seeking bankruptcy protection. Armstrong is saddled with an
estimated $1.4 billion in asbestos liabilities. (ABI 27-Nov-00)


BIG V: Moody's Junks Credit Ratings After Chapter 11 Filing
-----------------------------------------------------------
Moody's Investors Service downgraded all ratings of Big V
Supermarkets, Inc. following the company's November 22, 2000
bankruptcy filing. The $80 million 11% senior subordinated notes
rating was lowered to Caa3 from B3, the senior implied rating was
lowered to Caa1 from B1, and the issuer rating to Caa2 from B2.
The rating outlook is negative.

All entities associated with Big V, including the holding company
and each of the subsidiaries, filed for Chapter 11 bankruptcy
protection on November 22, 2000 after the company violated several
covenants in the bank agreement. The administrative agent for the
(unrated) bank loans had prohibited the company from making
interest payments on any subordinated indebtedness after the
company violated credit agreement covenants including the maximum
leverage ratio and excessive sale of assets. Additionally, the
Third Amendment to the credit agreement (of August 14, 2000)
required the company to raise $30 million in new equity within 90
days. As of September 30, 2000, the $25.0 million revolving credit
facility was fully utilized with $18.7 million drawn and the
balance used for letters of credit. The company arranged for a
$25.0 million DIP facility prior to the bankruptcy filing.

The Caa2 rating on the senior subordinated notes recognizes that
this debt is junior to a significant amount of more senior debt
including the $99.1 million term loan and the $25.0 million
revolver. Nevertheless, we believe that enterprise value beyond
the bank loans will allow the senior subordinated noteholders to
eventually achieve significant recovery.

The negative rating outlook considers our opinion that enterprise
value may substantially decline during an extended bankruptcy and
the risks associated with simultaneously closing a significant
proportion of the company's stores, changing the company's trade
name, and switching distributors.

The company also contracted C&S Wholesale Grocers to become its
primary distributor. Big V had been the largest owner and member
of the Wakefern purchasing cooperative. Wakefern, operating under
the ShopRite name, is one of the most important food retailers
north and west of New York City. As a result of leaving Wakefern,
Big V must stop using the ShopRite name and will change its trade
name to "Big V Supermarkets" over the next several months. The
company anticipates that it will save tens of millions from
changing distributors, which will be partially offset by loss of
Wakefern's dividend.

As part of the reorganization process, the company intends to
dispose of seven stores. Three stores in the Hudson Valley have
been sold to real estate developers. Sale of two of these stores
for $4.5 million caused the company to violate the covenant
restricting asset sales to $2.0 million annually. The company also
intends to permanently close four stores. We expect that overall
cash flow will remain relatively stable as store dispositions
reduce revenue.

Adjusted debt is approximately 5.1 times trailing twelve months
EBITDAR. Interest coverage after capital expenditures was 0.9
times for the 40 weeks ending September 30, 2000 versus 1.6 times
for the corresponding period of 1999. Trailing twelve months
EBITDA margin of 5.1% exceeds industry averages. We believe that
the company's liquidity resources were exhausted as the company
failed to achieve cost savings expected from the acquisition of
the 5 ShopRite of Pennington stores, built inventory for product
line additions (including adding garden centers prior to a cool
spring and summer), and constructed several new stores.

Big V Supermarkets Inc, headquartered in Florida, New York,
currently operates 39 supermarkets in New Jersey, northeastern
Pennsylvania, and the Hudson Valley region of New York under the
ShopRite name.


CALIFORNIA COASTAL: Moving Forward with Home Building Projects
--------------------------------------------------------------
California Coastal Communities, Inc. reports that on November 16th
the California Coastal Commission approved suggested modifications
to the Bolsa Chica Local Coastal Program which would allow
development of a residential community of up to 1,235 homes on
approximately 65 acres of the Bolsa Chica mesa.

The suggested modifications to the Local Coastal Program must now
go back to the Orange County Board of Supervisors for their
consideration. The company is evaluating its alternatives in light
of the Commission's action.

The company is a residential land development and homebuilding
company operating in Southern California. Its principal
subsidiaries are Signal Landmark and Hearthside Homes, Inc. Signal
Landmark owns Warner Mesa, a 200-acre master-planned community
adjacent to the Pacific Ocean and overlooking the Bolsa Chica
wetlands in Orange County, CA, along with an additional 150 acres
at Bolsa Chica. Hearthside Homes, Inc. recently completed the
final phase of a 1,200 home master-planned community in Aliso
Viejo, CA and is currently building 112 homes at the company's
Rancho San Pasqual master-planned golf course community in
Escondido, CA, 16 homes on five acres of Warner Mesa in Huntington
Beach, CA and 86 homes in the Chapman Heights master-planned golf-
course community in Yucaipa, CA.


CLASSIC CABLE: Moody's Reviewing Senior Notes for Downgrade
-----------------------------------------------------------
Moody's Investors Service placed the B3 ratings for $375 million
of senior subordinated notes issued by Classic Cable, Inc.
(Classic) under review for possible downgrade. Classic's B1 senior
implied and B2 senior unsecured issuer ratings have also been
placed under review for possible downgrade.

The review will focus primarily on management's ability to stem
further subscriber erosion to competing multichannel video service
providers, which has been greater than anticipated to date and has
caused a fundamental deterioration in the company's operating
performance and resultant credit profile. Moody's will also review
the medium-to-longer term liquidity needs of the company, with
specific emphasis on the requisite system upgrade costs and
capital investments for subscriber equipment, the latter of which
will be predicated on expected new service uptake rates; the
viability of the company's new limited basic service offering; and
the prospect of improved subscriber economics to support the
company's leveraged balance sheet.

Classic Cable is a domestic multiple cable system operator with
approximately 404,000 subscribers. The company maintains its
headquarters in Austin, Texas.


CORRECTIONS CORP: REIT Completes Second Stock Distribution
----------------------------------------------------------
Corrections Corporation of America (formerly Prison Realty Trust,
Inc.) (NYSE:CXW) announced that it has completed the second
distribution of shares of its Series B Cumulative Convertible
Preferred Stock in connection with the Company's election to be
taxed and qualify as a real estate investment trust, or REIT, with
respect to its 1999 taxable year. On November 13, 2000, the
Company distributed approximately 1,590,065 shares of its Series B
Cumulative Convertible Preferred Stock to common stockholders of
record on November 6, 2000, in satisfaction of this requirement.

The Company previously issued 5,927,805 shares of its Series B
Cumulative Convertible Preferred Stock on September 22, 2000, in
connection with its 1999 REIT distribution requirements.

The additional shares of Series B Cumulative Convertible Preferred
Stock will be convertible into shares of the Company's common
stock, at the option of the holder thereof, only from Thursday,
December 7, 2000, to Wednesday, December 20, 2000, at a conversion
price based on the average closing price of the Company's common
stock on the New York Stock Exchange ("NYSE") during the 10
trading days prior to the first day of the conversion period,
subject to a floor of $1.00. The number of shares of the Company's
common stock that will be issuable upon the conversion of each
share of Series B Cumulative Convertible Preferred Stock will be
calculated by dividing the stated price ($24.46) plus accrued and
unpaid dividends as of the date of conversion of each share of
Series B Preferred Stock by the conversion price established for
the conversion period.

The shares of Series B Preferred Cumulative Convertible Preferred
Stock previously issued by the Company on September 22, 2000, and
not converted during their initial conversion period in October
2000 will also be convertible into shares of the company's common
stock, at the option of the holder thereof, only from Thursday,
December 7, 2000, to Wednesday, December 20, 2000, pursuant to the
terms described above.

Tax Consequences and Fair Market Value of Second Distribution
The distribution of the shares of Series B Cumulative Convertible
Preferred Stock on November 13, 2000, will generally be treated as
a taxable dividend, and thus stockholders receiving such shares
will recognize ordinary income equal to the fair market value of
the shares received. Future dividends on the shares of Series B
Cumulative Convertible Preferred Stock, whether paid in stock or
cash, also will generally be taxable as ordinary income to the
extent of the Company's current and accumulated earnings and
profits.

The company has determined the fair market value of the shares of
Series B Cumulative Convertible Preferred Stock distributed by the
company on November 13, 2000, to be $12.81 per share. Accordingly,
the Company's common stockholders who received shares of Series B
Cumulative Convertible Preferred Stock in the distribution
generally will be required to include as ordinary income on their
tax returns $12.81 for each share of Series B Cumulative
Convertible Preferred Stock received, which amount will constitute
the stockholders' basis in such shares.

The Company and its affiliated companies are the nation's largest
provider of detention and corrections services to governmental
agencies. The Company and its affiliated companies are the
industry leader in private sector corrections with approximately
61,000 beds in 68 facilities under contract for management in the
United States and Puerto Rico. The Company's full range of
services includes design, construction, ownership, renovation and
management of new or existing jails and prisons, as well as long
distance inmate transportation services.


CORRECTIONS CORP: Lehman Agrees to Credit Facility Amendments
-------------------------------------------------------------
Corrections Corporation of America (formerly Prison Realty Trust,
Inc.) (NYSE:CXW) announced that it has obtained, effective
November 17, 2000, amendments to the credit agreement governing
its $1.0 billion senior secured credit facility with a syndicate
of banks led by Lehman Commercial Paper Inc., as Administrative
Agent, as well as the consent of the bank syndicate to certain
transactions previously restricted by the facility (the "Consent
and Amendment"), thereby avoiding an event of default by the
Company under the facility. The complete text of the Consent and
Amendment will be included as an exhibit to a Current Report on
Form 8-K to be filed by the Company with the U.S. Securities and
Exchange Commission via EDGAR.

The Consent and Amendment, which was obtained on terms previously
described in the Company's Quarterly Report on Form 10-Q filed
with the Commission on November 14, 2000 and as disclosed by the
Company, replaces the previously existing financial covenants
contained in the credit agreement governing the facility with the
following financial covenants, each as defined in the Consent and
Amendment: (i) total leverage ratio; (ii) post merger interest
coverage ratio; (iii) fixed charge coverage ratio; (iv) ratio of
total indebtedness to total capitalization; (v) minimum post
merger EBIDTA; and (vi) total beds occupied ratio. The Consent and
Amendment also consents to certain transactions undertaken or to
be completed by the Company and each of Prison Management
Services, Inc. ("PMSI") and Juvenile and Jail Facility Management
Services, Inc. ("JJFMSI"), two affiliated service companies,
including the non-cash mergers of each of PMSI and JJFMSI with and
into the Company's wholly owned operating subsidiary. As a result
of this consent, it is anticipated that the Company will complete
the mergers with the service companies prior to December 31, 2000.

The Consent and Amendment further provides that the Company will
be required to use commercially reasonable efforts to complete a
"capital raising event" on or before June 30, 2001. A "capital
raising event" is defined in the Consent and Amendment as any
combination of the following transactions, which together would
result in net cash proceeds to the Company of $100.0 million: (i)
an offering of the Company's common stock through the distribution
of rights to the Company's existing stockholders; (ii) any other
offering of the Company's common stock or certain types of the
Company's preferred stock; (iii) issuances by the Company of
unsecured, subordinated indebtedness providing for in-kind
payments of principal and interest until repayment of the credit
facility; (iv) certain types of asset sales by the Company,
including the sale-leaseback of the Company's headquarters. The
Consent and Amendment also contains limitations upon the use of
proceeds obtained from the completion of such "capital raising
events." The requirements relating to "capital raising events"
contained in the Company's credit agreement would replace the
requirement currently contained in the credit agreement that the
Company use commercially reasonably efforts to consummate a rights
offering on or before December 31, 2000.

As a result of the Consent and Amendment, the current interest
rate applicable to the Company's credit facility remains
unchanged. This applicable rate, however, is subject to (i) an
increase of 25 basis points (0.25%) from the current interest rate
on July 1, 2001 if the Company has not prepaid $100.0 million of
the outstanding loans under the credit facility, and (ii) an
increase of 50 basis points (0.50%) from the current interest rate
on October 1, 2001 if the Company has not prepaid an aggregate of
$200.0 million of the loans under the credit facility.
The maturities of the loans under the credit facility remained
unchanged as a result of the Consent and Amendment.

The Company and its affiliated companies are the nation's largest
provider of detention and corrections services to governmental
agencies. The Company and its affiliated companies are the
industry leader in private sector corrections with approximately
61,000 beds in 68 facilities under contract for management in the
United States and Puerto Rico. The Company owns 44 correctional
and detention facilities with a design capacity of approximately
41,693 beds in the United States and the United Kingdom. The
Company's full range of services includes design, construction,
ownership, renovation and management of new or existing jails and
prisons, as well as long distance inmate transportation services.


COVAD COMM: Broadband Provider Reduces Workforce By 13%
-------------------------------------------------------
Covad Communications (NASDAQ: COVD), the leading national
broadband services provider utilizing DSL (Digital Subscriber
Line) technology, announced it is cutting operating costs and
reducing its nationwide workforce by 13 percent. These actions are
expected to provide a targeted 2001 cost saving of 20 to 30
percent for the company.

The workforce reductions are in various Covad facilities
throughout the US, including major offices in Santa Clara, Calif.;
Denver, Colo.; Manassas, Va. and Atlanta, Ga. The positions
impacted are at all levels of the organization and include
operations, sales, marketing and support functions, affecting
close to 400 of Covad's full time employees.

The cost reductions include office consolidation, contract and
professional fees, facilities, business and marketing expenses,
central office build-out expenditures, equipment, materials and
supplies. Some of these cost reductions have been ongoing as part
of a cost control initiative which started in July 2000.
"Key to our success is a clear path to profitability," said Chuck
McMinn, chairman of Covad. "Getting control of our costs and
headcount is imperative to meet this goal and with continued
discipline around our cost structure, we expect the expense levels
of the company will be significantly reduced for 2001. The
reduction activities are difficult for everyone involved, but
these steps are necessary to bring operational costs in line with
current market demands, and allow us to maintain our position as
the premier national broadband DSL provider."

Specific actions being taken as part of this cost reduction focus
include:

   - Holding expansion of Covad's nationwide network to just over
     2000 central offices, which provide national coverage for
     approximately 45 to 50 percent of homes and businesses in the
     US

   - Relying almost exclusively on Covad's roll out of line
     sharing for consumer orders received after January 1, 2001

   - Canceling the build out of Covad's third operations facility
     in Alpharetta, Ga.

These steps are possible because of increased productivity in
operations and back office systems. In particular, the expected
benefits of implementing the FCC's year-old line sharing mandate
in Covad's network, and soon offering a self installation option,
should eliminate many truck rolls and allow the company the
opportunity to significantly reduce its costs.

Covad has also halted construction of its planned Alpharetta
operating facility and will close it in the next 60 days. It will
restructure other operating facilities in Manassas, Denver and
Santa Clara, transferring Alpharetta work, currently being handled
in Covad's Atlanta office, and re-deploying approximately 10
percent of Atlanta employees to these locations. The current
Atlanta office will continue operations with approximately 75
sales, sales support and operations support positions.

Most employees affected by the reduction will be informed starting
today. Covad is providing career services and counseling through
its Employee Assistance Program, along with severance arrangements
and benefits continuation.

In conjunction with this restructuring of the business, Covad
expects to report a one-time charge in its fourth quarter ending
December 31, 2000 to cover the costs of severance arrangements and
cost reduction actions.

"The core operating competencies of our company have not changed
and the demand for DSL is still tremendous," said McMinn. "We
provide unparalleled national DSL broadband services for
businesses and homes, we serve more customers than any other
company in our class, our customer service, operational support
services and installation practices are unrivaled, and our
distribution channels are rapidly being expanded. Covad remains
the industry leader."

On Tuesday, December 12 at 5:30 am Pacific Standard Time, Covad
will be hosting a conference call to discuss the business outlook
going forward. To access the conference call, dial (212) 346-0159
(no password is required). The replay number for the call is (800)
633-8284, pass code No. 17059948. The replay will be available
through Friday, December 22.

Covad is the leading national broadband service provider of high-
speed Internet and network access utilizing Digital Subscriber
Line (DSL) technology. It offers DSL, IP and dial-up services
through Internet Service Providers, telecommunications carriers,
enterprises, affinity groups, PC OEMs and ASPs to small and
medium-sized businesses and home users. Covad services are
currently available across the United States in 120 of the top
Metropolitan Statistical Areas (MSAs). Covad's network currently
covers more than 47 million homes and businesses and is targeted
to reach approximately 45 to 50 percent of all US homes and
businesses by the end of 2000. Corporate headquarters is located
at 4250 Burton Drive, Santa Clara, CA 95054. Telephone: 1-888-GO-
COVAD.


CREDITRUST CORP: Creditors Propose Plan to Sell Firm for $24.5MM
----------------------------------------------------------------
Creditors of ailing Creditrust Corp. have filed a proposal to sell
the company to a competitor in the U.S. Bankruptcy Court in
Baltimore, according to The Baltimore Sun.  As stated in the plan,
Worldwide Acquisitions LLC of Atlanta will acquire the company for
$24.5 million.

"We found our own white knight," said Joel I. Sher, an attorney
with Shapiro Sher & Guinot who represents the creditors in the
bankruptcy. "We have the authority to file our own plan."  Sher
added that creditors will vote on the proposed plan and will be
submitted to Judge James F. Schneider, handling the case.  

"We think [our plan] is in the best interest of all of our
creditors as well as our shareholders," Joseph K. Rensin said. Mr.
Rensin is Creditrust's chairman and chief executive officer.  
"They have launched what is essentially a hostile takeover. We do
not believe they will be successful."

The Sun reported that Creditrust, which collects and manages
mainly delinquent Visa and MasterCard accounts, filed for
bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code
in June, listing $116 million in assets and $27.6 million in debt.


CRIIMI MAE: Judge Keir Approves Plan To Emerge from Chapter 11
--------------------------------------------------------------
Judge Duncan W. Keir of the United States Bankruptcy Court for the
District of Maryland, Greenbelt Division, has signed an order
confirming the plan of reorganization under which CRIIMI MAE Inc.
(NYSE: CMM) and two affiliated companies will emerge from
bankruptcy.

The order provides for an effective date for the reorganization of
no later than March 15, 2001, unless the parties and the court
agree to extend the date or the court itself extends the date.
Despite the March 15, 2001 date, the parties are working to
complete all operative documents as soon as possible.

The company's emergence from bankruptcy is subject to the
completion and execution of documents for the recapitalization
financing to be provided by the company's unsecured creditors and
two major secured creditors, Merrill Lynch Mortgage Capital Inc.
(Merrill Lynch) and German American Capital Corporation (GACC).

The confirmed reorganization plan provides for the payment of all
allowed claims of secured and unsecured creditors in full. The
plan calls for paying the creditors through recapitalization
financing of approximately $847 million, consisting of
approximately $ 267 million of secured financing from Merrill
Lynch and GACC, approximately $161 million of secured financing
from certain existing unsecured creditors and approximately $419
million of proceeds from already completed sales of commercial
mortgage-backed securities.


CROWN CORK: Reorganizes Internal Divisional Structure
-----------------------------------------------------
Crown Cork & Seal Company, Inc. (NYSE: CCK; Paris Bourse)
announced that it has reorganized its United States metal
packaging business to align it more directly with its current
customer base.  This customer-driven initiative is consistent with
the Company's stated goals to improve focus on its customers and
reduce overall costs.

The United States metal packaging business, formerly organized as
a single business unit, will henceforth be comprised of a Beverage
Can Division, a Food Can Division and an Aerosol Can Division.  
The principal managers of each of these divisions are for the
Beverage Can Division: Robert J. Truitt, 58, President and, Gary
E. Ellerbrock, 54, Vice President Sales; for the Food Can
Division: Clinton J. Waring, 63, President and, Keith E. Lucas,
44, Vice President Sales; and for the Aerosol Can Division: John
E. Roycroft, 55, President and, Bradley J. Dahlgren, 50, Vice
President Sales.

John W. Conway, the Company's President, stated, "The dynamics of
the North American packaging business, including the continuing
consolidation of our customers and suppliers, the continuing
requirement for improving quality and service by all of our
customers and the very competitive marketplace required this
change.  The improved focus brought to bear on each of our
businesses by very experienced and dedicated packaging
professionals will improve service to our customers and at the
same time enable us to continue to reduce costs."

Crown Cork & Seal is the leading supplier of packaging products to
consumer marketing companies around the world.  World headquarters
are located in Philadelphia, Pennsylvania.


DEVON CONVENIENCE: Case Summary
-------------------------------
Debtor: Devon Convenience Holdings, Inc.
         c/o National Registered Agents, Inc.
         9 East Lookcerman Street
         Dover, Delaware 19901

Affiliate: Duke and Long General P, Inc.
            Duke and Long Distributing Company, Inc.
            Devon Convenience Holdings, Inc.
            Duke & Long Distributing Licensee, Inc.
            Duke and Long Licensee, Inc.

Chapter 11 Petition Date: November 20, 2000

Court: District of Delaware

Bankruptcy Case No.: 00-04298

Debtor's Counsel: Perry L. Landsberg, Esq.
                  Sidley & Austin
                  555 West Fifth Street, Suite 4000
                  Los Angeles, California 90013
                  (213) 896-6021

                          and

                  Joel A. Waite, Esq.
                  Young Conaway Stargatt & Taylor LLP
                  1100 North Market Street, 11th Floor
                  Wilmington, Delaware 19801
                  (302) 571-6600

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


DILLARD'S INC: Moody's Places Ratings On Review for Downgrade
-------------------------------------------------------------
Moody's Investors Service placed the ratings of Dillard's, Inc. on
review for possible downgrade based on the continuing softness in
the profitability and comparable store sales of Dillard's
department store franchise. Moody's review will focus on the
company's plans to improve comparable store sales and profit
margins in the face of potentially slower consumer demand and
intense competition. The review will also evaluate Dillard's
capital expenditure programs and the likelihood of further share
repurchases.

Ratings on review for possible downgrade:

   * Dillard's, Inc.

      a) Senior unsecured bonds, debentures, notes, Reset Put
          Securities and issuer rating at Baa3.

      b) Senior unsecured bank credit agreement at Baa3.

      c) Senior unsecured shelf at (P)Baa3.

      d) Subordinated debentures at Ba2.

      e) Subordinated unsecured shelf at (P)Ba2.

      f) Preferred stock shelf at (P)"ba2".

      g) Commercial paper at Prime-3.

   * Dillard Investment Company, Inc.

      a) Senior unsecured notes at Baa3.

      b) Commercial paper at Prime-3.

   * Dillard's Capital Trust I

      a) Capital securities at "ba2".

   * Dillard's Capital Trust II, Dillard's Capital Trust III,
     Dillard's Capital Trust IV, Dillard's Capital Trust V:

      a) Capital securities shelf at (P)"ba2".

   * Mercantile Stores Company, Inc.

      a) Senior unsecured notes and debentures at Baa3.

Comparable store sales fell 5% for the third quarter ended October
28, 2000 and were down 3% for the fiscal year to date. While
softer demand for apparel and erratic weather patterns have
adversely affected many retailers in recent months, Dillard's has
been challenged more than some of its competitors. Profitability
has been impacted by the comparable store sales shortfall and
related higher markdowns. Operating profit margin for the recent
third quarter is only 1.8%, with a net loss before extraordinary
items of $9 million for the quarter; this loss would have been
larger without a real estate sale. Markdowns in the third quarter
were accelerated in the face of sluggish consumer demand. However,
operating cash flow has allowed Dillard's to repay $265.6 million
of debt during the year-to-date period. Despite poor
profitability, the company continues to repurchase shares. Fiscal
year-to-date repurchases totaled $148.8 million. Adjusted leverage
remains high with adjusted debt to EBITDAR for the 12 months
ending in October 2000 of over 4.7 times.

Headquartered in Little Rock, Dillard's, Inc. operates about 340
department stores in 29 states.


DUKE AND LONG: Case Summary and 26 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Duke and Long Distributing Company, Inc.
        625 South 4th Street
        Paducah, KY 4200

Affiliate: Duke and Long General P, Inc.
           Duke and Long Distributing Company, Inc.
           Devon Convenience Holdings, Inc.
           Duke & Long Distributing Licensee, Inc.
           Duke and Long Licensee, Inc.

Chapter 11 Petition Date: November 20, 2000

Court: District of Delaware

Bankruptcy Case No.: 00-04300

Debtor's CounseL: Perry L. Landsberg, Esq.
                   Sidley & Austin
                   555 West Fifth Street, Suite 4000
                   Los Angeles, California 90013
                   (213) 896-6021

                          and

                   Joel a. Waite, Esq.
                   Young Conaway Stargatt & Taylor LLP
                   1100 North Market Street, 11th Floor
                   Wilmington, Delaware 19801
                   (302) 571-6600

Total Assets: $ 100 Million above
Total Debts : $ 100 Million above

26 Largest Unsecured Creditors

McLane Company                     
Bell Lahey
PO Box 6116
Temple, TX 76503
(254) 770-2851                     Trade               $ 1,993,559

William Energy Services
Jackie Harris
One Williams Center
PO Box 2848
Tulsa, OK 74101
(919) 573-2000                     Trade               $ 1,679,277

Conoco
Maria Schick
600 North Dairy
Ashford PA 3124
Houston, TX 77079
(281) 293-3735                     Trade               $ 1,242,694

Frontier Refining & Marketing
5340 S Quebec Suite 200
N. Englewood 00 80111
(303) 714-0100                     Trade                 $ 563,967

CITGO Petroleum Corp
Ken Foster
6100 S. Yale, 13th Floor
Tuisa, OK 74135
(918) 495-50158                    Trade                 $ 514,876

Marathon Ashland Petroleum
John Locker
3200 Pointe Parkway
Suite 200
Norcross, GA 30092
(770) 448-7674                     Trade                 $ 415,224
BP Oil Company
Bob DeRuiter
1500 Southwestern Parkway
Louisville, KY 40211
(502) 774-4453                     Trade                 $ 413,908

Chevron USA
Don Reiss
441 Bells Lane
Louisville, KY 40211
(502) 776-3417                     Trade                 $ 265,659    

Valero Marketing & Supply          Trade                 $ 120,361

Equillon Enterprises LLC           Trade                 $ 110,119

American Permanent Ware            Trade                  $ 84,867

Shell Oil Company                  Trade                  $ 74,858

Giant Oil Company                  Trade                  $ 58,572

BLP, JR, Inc.                      Trade                  $ 52,031

Kooh Refining Company              Trade                  $ 46,416

Robinson Dairy                     Trade                  $ 44,482

Pepsi (Dallas)                     Trade                  $ 37,537

Blue Bell Creameries               Trade                  $ 35,874

Motive Oil Company                 Trade                  $ 35,669

Frito Lay, Inc.                    Trade                  $ 33,575

Marion Pepsi Cola Bottling         Trade                  $ 27,948

Pepsi Cola (Kansas City)           Trade                  $ 24,540

Royal Crown Bottling               Trade                  $ 22,936

Coastal Refining                   Trade                  $ 21,733

Anderson News                      Trade                  $ 20,907

Tom's Foods Inc.                   Trade                  $ 17,973


FLOORING AMERICA: Carpet Co-Op Buys Franchise Systems for $13MM
---------------------------------------------------------------
Carpet Co-Op of America announced that it has acquired the
franchise systems of Flooring America, GCO, and Carpet Max Canada.
Purchase price was $ 13.25 million.

The purchase will expand the corporation's annual sales volume
to$4.5 billion and bring some 250 Flooring America and 100 GCO
stores in the U.S. and 100 Carpet Max Canada locations into the
Carpet Co-Op of America family. All franchises were part of the
estate of bankrupt Flooring America, Inc.

"We believe that these acquisitions will significantly strengthen
our company and provide important benefits," said Howard Brodsky,
co-CEO of Carpet Co-Op of America. "With the Flooring America and
GCO franchises added to our organization, we will be able to
achieve much greater economies of scale and higher efficiency in
key areas. Among the most immediate benefits will be the
ability to achieve significant reductions in distribution costs
for all companies."

"We felt that if we could acquire these businesses on the proper
terms, it would be very advantageous," added Alan Greenberg, co-
CEO of Carpet Co-Op of America. "We carefully reviewed the
strategic value of these transactions with our Board of Directors
and were very pleased by their enthusiasm. We are also pleased
that most of the existing management within the Flooring America
and GCO organizations will remain on board."

The purchase of the Flooring America and GCO franchises is part of
Carpet Co-Op of America's aggressive strategy for continued
growth. Early last month, Carpet Co-Op of America acquired a
majority interest in FloorExpo, Inc., which serves the fast-
growing residential builder's market.

"We are, without question, the number one floor covering company,
not just in North America, but in the world," said Greenberg.
Carpet Co-Op of America, founded in 1985, is the world's largest
floor covering group, with more than 1,800 locations in the United
States, Canada, Australia, New Zealand and Guam. Annual sales
volume in 1999 was more than $3 billion. Carpet Co-Op of America
Association is headquartered in Manchester, New Hampshire; St.
Louis, Missouri; and Atlanta, Georgia.


FRUIT OF THE LOOM: Summary of Committee's Lawsuit Against Lenders
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors commenced an
Adversary Proceeding against Fruit of the Loom's Prepetition
Lending Consortium, consisting of:

a) Bank of America
b) Credit Suisse First Boston
c) Bankers Trust
d) Chase Manhattan Bank
e) Bank of Nova Scotia
f) Bank of New York
g) ABN Amro Bank
h) Bank Austria Creditanstalt
i) Credit Agricole Indosuez
j) Credit Lyonnais
k) First National Bank of Chicago
l) Bank One
m) Fuji Bank
n) Gulf International Bank
o) Hibernia National Bank
p) Industrial Bank of Japan
q) General Electric Capital
r) Long-Term Credit Bank of Japan
s) Northern Trust Company
t) Cooperative Centrale Raiffeisen Boerenleenbank
u) Societe Generale Toronto Dominion
v) Asahi Bank
w) United States Trust Company of New York
x) U.S. Bank Trust
y) Norwest Bank
z) Chester Funding
aa) Nationsbanc Leasing
bb) Union Bank
cc) Mitsubishi Trust

According to David M. Friedman Esq., of Kasowitz, Benson, Torres &
Freidman, counsel for the Official Committee, Fruit of the Loom
historically maintained a strong capital structure with minimal
secured debt and few joint and several obligations. In late 1998,
Fruit of the Loom's operating subsidiaries had considerable assets
and no significant secured obligations other than those for
equipment leases. Unsecured creditors could have expected that
their claims would be paid at least in parity with all other
creditors.

In 1998, William Farley, then-Chief Executive Officer and
controlling shareholder of Fruit of the Loom, transferred
$3,500,000 of the firm's money to himself as an advance against
his 1998 performance bonus. The Committee states that at the time,
it could not have been reasonably expected that Mr. Farley would
have been entitled to the bonus. Subsequently, he was not.

As of December 4, 1997, Mr. Farley had an outstanding personal
obligation of $15,000,000 from Bank of America. The loan was
secured by Mr. Farley's Fruit of the Loom shareholdings. No Fruit
of the Loom entity guaranteed this loan. Around July 1, 1998, Mr.
Farley borrowed an additional $26,000,000 from Bank of America,
bringing his total obligation to $41,000,000. Mr. Farley used the
loan proceeds to purchase zero-coupon bonds of Farley Inc., an
entity owned either entirely by Mr. Farley or by him and his six-
year old son in equal shares.

According to a promissory note, Mr. Farley borrowed another
$12,000,000 from Bank of America around November 19, 1998. Mr.
Farley used the proceeds to purchase financial investments and a
multimillion-dollar personal residence. The Committee holds that
Mr. Farley caused some or all Fruit of the Loom subsidiaries to
guarantee this portion of his Bank of America obligations,
although none received any consideration in exchange.

Financial statements say the Board of Directors engaged Credit
Suisse First Boston to render a reasonableness opinion on Fruit of
the Loom's personal loan guarantee to Mr. Farley. According to the
Committee, Credit Suisse did not provide this function. Instead,
the investment bank opined only on the reasonableness of the
guarantee fee paid by Mr. Farley to Fruit of the Loom. The lawsuit
alleges that the fee paid to Credit Suisse for rendering this
opinion exceeded the fee to Bank of America that was the subject
of the opinion. The Committee further alleges that, thereafter,
Fruit of the Loom falsely represented in public securities filings
that Credit Suisse had opined that the guarantees were reasonable,
although no such opinion was received.

In July of 1998, Fruit of the Loom and certain subsidiaries
entered into a restatement agreement with Bank of America, under
which the subsidiaries pledged shares of their capital stock.
However, the pledge would not become effective until Debtors'
unsecured senior debt rating was BB+ or lower from Standard and
Poor's or Ba or lower from Moody's. Fruit of the Loom's rating
had not been below this level before 1999.

According to the Official Committee, Fruit of the Loom tried to
raise $250,000,000 in an unsecured debt offering underwritten by
Merrill Lynch and Donaldson, Lufkin and Jenrette. The Committee
holds that Mr. Farley told both investment banks that they could
have this underwriting business and the associated fees if they
agreed to provide an additional $65,000,000 to Mr. Farley to
refinance his personal loans. Even though the funds were going to
Mr. Farley, he asked the investment banks to shift the credit risk
of his unsecured personal loans by accepting secured guarantees
from Fruit of the Loom. In addition, some of Mr. Farley's loans
were already secured by his shareholdings in Fruit of the Loom.
The investment banks refused and Mr. Farley terminated the
discussions.

According to the lawsuit, Mr. Farley next went to Credit Suisse
and Bank of America with the same terms. Both lenders realized
that by lending Mr. Farley $65,000,000 and participating according
to his terms, they could get the underwriting business, millions
of dollars in fees and additional guarantees and blanket liens on
all Fruit of the Loom assets for their existing unsecured
debt already outstanding. Both lenders agreed to the terms. The
Committee asserts that Mr. Farley got $65,000,000 on an unsecured
basis while Fruit of the Loom was obligated for this amount on a
secured basis. Also, Fruit of the Loom received nothing for the
guarantees and the assets were intentionally placed out of reached
of Debtor's unsecured creditors.

The 1999 Fruit of the Loom 10-K states that an independent advisor
told the Board off Directors that the loan guarantee to Mr. Farley
was commercially reasonable. The Committee holds that this is
false. Houlihan, Lokey, Howard & Zukin only opined that the 2% fee
to be paid by Mr. Farley to Fruit of the Loom was reasonable.
There was no opinion regarding the loan guarantee itself.

The Committee holds that the lenders and Mr. Farley knew or should
have reasonably known that Mr. Farley would not be able to repay
the loan and the only source of repayment would be Fruit of the
Loom. They also should have known that the security agreements
would deplete the assets available to the unsecured creditors.

Around March 10, 1999, Fruit of the Loom pledged its right, title
and interest in all equity interests and the proceeds thereof to
Bank of America as collateral agent for the lending syndicate. In
this pledge agreement, all Fruit of the Loom subsidiaries agreed
to be jointly and severally liable for each other's liabilities
and all other indebtedness under the existing credit agreement. On
March 10, 1999, Union Underwear entered a bond pledge agreement
granting Bank of America a security interest in $92,000,000 of
industrial revenue bonds held by Union. Fruit of the Loom pledged
all its personal and intangible property including all accounts,
deposits, equipment, fixtures, general intangibles, inventory,
patents, trademarks and copyrights for the benefit of the lending
syndicate. This agreement was not effective until Fruit of the
Loom unsecured debt rating fell to BB- from Standard and Poor's
or Ba3 from Moody's. However, as of the agreement date, this
rating was already BB according to Standard and Poor's. The
assumption and cross-securitization of hundreds of millions of
dollars of debt by Fruit of the Loom and its subsidiaries made the
downgrade inevitable. Fruit of the Loom received nothing in return
for this pledge.

Around July 1999, Bank of America took possession of the pledged
stock as per its security interest in the collateral. Later that
month, financial institutions that provided lease financing to
Fruit of the Loom were added as secured parties under both the
security agreement and the bond pledge agreement attached to Union
Underwear's $92,000,000 industrial bond portfolio.

Around September 19, 1997, Fruit of the Loom entered into a credit
agreement that provided access to $900,000,000 through a
combination of revolving loans, term loans and letters of credit.
Fruit of the Loom pledged all twenty-eight of its operating
subsidiaries as guarantors. As of the petition date, Fruit
of the Loom had borrowed $60,000,000 in term loans, $25,000,000 in
letters of credit and $575,000,000 in term loans for a total of
$660,000,000. In fact, according to the Committee, Fruit of the
Loom subsidiaries Union Underwear, Salem Sportswear, Artex
Manufacturing, Fruit of the Loom Trading Co., FTL Investments,
Union Sales, Leesburg Knitting Mills, Fruit of the Loom Caribbean,
and FTL Systems were insolvent on the date they granted the credit
agreement guarantees. The Committee emphasizes that the Fruit of
the Loom subsidiaries received no material consideration in
exchange for their guarantees under the credit agreement.

Mr. Friedman holds that there was an ongoing effort by Mr. Farley,
Bank of America, Credit Suisse First Boston and the other
defendants, to use their control and influence over Fruit of the
Loom to fraudulently transfer all of the assets beyond the reach
of Fruit of the Loom's thousands of unsecured creditors. Neither
Fruit of the Loom nor the estate received any consideration for
their guarantees. Fruit of the Loom, its estates and their
unsecured creditors are entitled to a judgment restoring the
defendants to their original positions had these transactions not
occurred. If such judgment is not granted, the defendants will
receive a substantially higher recovery than the unsecured
creditors will receive in respect of their claims. The Official
Committee asks for interest, court costs and attorneys fees to
the fullest extent allowed. The Committee demands a jury trial to
decide these issues. (Fruit of the Loom Bankruptcy News, Issue No.
17; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GALAXY TELECOM: Moody's Rates 12-3/8% Senior Sub Notes at Caa3
--------------------------------------------------------------
Moody's Investors Service lowered the rating for $120 million of
12-3/8% senior subordinated notes due 2005 of Galaxy Telecom, L.P.
(Galaxy) to Caa3 from B3. The senior implied and senior unsecured
issuer ratings for Galaxy were also both lowered to Caa1 from B2.
The rating outlook is negative.

The rating downgrades principally reflect the ongoing default
situation under which the company continues to operate, and the
heightening risk of greater expected credit loss for subordinated
noteholders given the lingering uncertainty about the ultimate
resolution.

Galaxy did not make the October 2000 interest payment on its
subordinated notes, and has been under some form of convenant
default on its bank borrowings for almost one year now. Moody's
noted that although Galaxy has generally underperformed from an
operational perspective, the rating agency continued to be of the
belief that asset recovery values were relatively strong.

Earlier in the year, Galaxy had announced an agreement to sell its
assets to Mallard Cablevision, although that entity was ultimately
unable to secure the requisite financing to close on this
transaction. A few months ago, Galaxy announced two separate
agreements with a DirecTV partnership and Pegasus Communications
governing the sale of approximately 33,000 subscribers in its
smallest systems for an estimated $35 million, the completion of
which would allow it to extinguish the current bank credit
facility and arguably bode well for the prospect of arranging a
new, larger facility that would improve the company's liquidity
position and overall credit profile. While the outcome of these
latter agreements remains uncertain, it has become increasingly
clear that holders of the company's subordinated notes have been
more adversely impacted by the default situation than originally
anticipated, as well as the difficult credit markets, which have
limited both interest in the company's assets and the prospect of
getting potential transactions financed.

Management has recently engaged CS First Boston to act as its
financial advisor, and is currently attempting to replace its
existing bank credit facility with a new and expanded line of
credit. Due largely to the tightly structured indenture governing
the subordinated notes, a fact which has also historically
contributed to maintaining (rather than lowering) the ratings for
this debt, consents will be required in order to successfully
complete such a transaction. Given the apparent scarcity of
potential buyers for Galaxy's assets, which itself has partially
contributed to the worsening credit profile of the company,
combined with the immediate need for greater liquidity, Moody's
believes that such consents will be forthcoming.

With the anticipated new financing, however, subordinated
noteholders will become increasingly subordinated to a larger
amount of senior secured bank debt. This is additive to an already
difficult operating environment which the company has been
experiencing, with evidence of ongoing subscriber erosion to
competing DBS service providers. Moody's believes that this trend
will continue, particularly given the comparatively underdeveloped
technological profile of Galaxy's systems and the added
aggressiveness of competitive outfits over the near term.

With all of the present uncertainties, Moody's now estimates that
subordinated noteholders could ultimately realize losses of 25%-
30% or more. The negative outlook for the company's debt ratings
incorporates the possibility of further downgrades if the balance
sheet is not strengthened and liquidity is not improved.

Galaxy Telecom operates rural cable television systems serving
approximately 120,000 subscribers. The company maintains its
headquarters in Sikeston, Missouri.


GENESIS/MULTICARE: Deals with Eldertrust Moving Forward
-------------------------------------------------------
ElderTrust (NYSE:ETT), an equity healthcare REIT, announced that
Genesis Health Ventures, Inc. (OTC:GHVIQ.OB) and The Multicare
Companies, Inc. filed the required motions with the U.S.
Bankruptcy Court to seek the Court's approval to enter into the
proposed transactions previously announced by the Company on
November 22, 2000.

As was noted in that release, the motions will likely be heard by
the Bankruptcy Court in January 2001, and 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. If approved, the transactions are
scheduled to be completed during January 2001.

"This represents the official step in presenting the agreements to
the U.S. Bankruptcy Court," said D. Lee McCreary, Jr.,
ElderTrust's President and Chief Executive Officer. Mr. McCreary
added, "As we announced previously, if accepted as proposed these
agreements would increase FFO reported for the period ended
September 30, 2000, presented on an annualized basis, by
approximately $1.4 million. This is an increase of approximately
18%. On a per share basis, annualized FFO reported per basic share
for the period ended September 30, 2000 ($0.26 annualized to
$1.04), based on an 18% increase in FFO would increase FFO per
basic share to approximately $1.22. The proposed transactions, if
approved by the Bankruptcy Court and completed as proposed, should
provide us with increased earnings stability. As such, we believe
that today's filings by Genesis and Multicare with the Bankruptcy
Court of motions seeking approval of the proposed agreements is a
truly significant event for us."

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.


GEORGIA-PACIFIC: Moody's Cuts Senior Unsecured Rating to Baa3
-------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured debt
ratings of Georgia-Pacific Corporation and Fort James Corporation
to Baa3 from Baa2, and the short term ratings for commercial paper
to Prime-3 from Prime-2. The rating actions reflect the
acquisition of Fort James by Georgia-Pacific, and the spin-off of
Georgia-Pacific's timberlands, which is expected to occur early in
2001. The revised ratings reflect the significant increase in debt
of the combined companies, the challenges posed in integrating the
operations of the two entities, and the elimination of timberlands
(which had been significantly undervalued on the balance sheet) as
a potential credit support. The revised ratings also reflect,
however, an expectation that earnings and debt protection
measurements may become more stable over the long term as the
company exits its more cyclical commodity businesses in favor of
tissue products, which have typically exhibited more stable prices
and margins. This ratings action concludes a review begun on July
17, 2000.

Ratings downgraded are:
  
   * Georgia-Pacific Corporation:

      a) Senior unsecured note, debentures, and IRB's; to Baa3
          from Baa2

      b) Senior unsecured shelf registration; to Baa3 from Baa2

      c) PEPS Units; to "baa3" from "baa2"

      d) Short term rating for commercial paper; to Prime-3 from
          Prime-2

      e) G-P Canada Finance Company; to Baa3 from Baa2

      f) Great Northern Nekoosa IRB's; to Baa3 from Baa2

   * Fort James Corporation:

      a) Senior unsecured notes, debentures, and MTN program; to
          Baa3 from Baa2

      b) Senior unsecured bank debt; to Baa3 from Baa2

      c) Senior unsecured shelf registration; to (P)Baa3 from
          (P)Baa2

      d) PC revenue bonds; to Baa3 from Baa2

      e) Fort Howard PC revenue bonds; to Baa3 from Baa2

      f) Short-term rating for commercial paper; to Prime-3 from
          Prime-2

Georgia-Pacific has acquired Fort James for approximately $11
billion, including the assumption of existing Fort James debt. The
combination of the two companies will result in the largest
producer of tissue products in the world. The company will have a
broad line of tissue brands and products, with offerings in each
of the premium, mid-range, and value segments, and siginificant
share of the commercial away from home tissue market. The company
is expected to sell or otherwise exit a number of its more
commodity based businesses, and we believe that the company's
earnings and debt measures will become more stable over the long
term.

However, the increase in debt related to the acquisition will
significantly weaken debt measures over the near term, and was a
significant factor behind the ratings downgrade. Although Georgia-
Pacific will continue its practice of establishing and maintaining
a targeted debt level, which will be $9.5 billion for the combined
company, the transaction will result in an immediate increase in
debt at the combined entity to a level of around $16 billion,
which is significantly higher than the company's target, and a
departure from the company's historical practice of not exceeding
is targeted level by any material amount. In our view, the
potential increase in earnings stability over the long term is not
sufficient to offset the increased level of debt and the
associated decline in near and intermediate term debt protection
measurements resulting from the acquisition.

Although the company is expected to ultimately restore debt to its
targeted level of $9.5 billion with cash from both operations and
asset sales, we believe that there is a material level of
uncertainty on the timing of debt reduction. The ability of the
company to meet its objective of returning to its targeted level
by mid-2003 will depend on the health of the paper and building
materials markets, as well as that of the North American economy.
Any material decline in pulp and paper prices is likely to delay
the restoration of debt measures beyond current expectations.
Georgia-Pacific is expected to spin-off The Timber Company during
early 2001 for an merger with Plum Creek Timber Company (unrated).
The spin of The Timber Company will include approximately $650
million in debt, which will be an effective reduction of the debt
of Georgia-Pacific Corporation. The elimination of timberlands
ownership will position Georgia-Pacific on par with its major
tissue producing competitors who are essentially non-integrated to
raw materials. However, we believe that Georgia-Pacific's
timberlands (under-valued on the balance sheet), have historically
provided a and a significant level of credit support. In our view,
the elimination of that support, and the introduction of potential
supply side commodity pricing risk, will result in an increased
level of risk to the holders of the company's debt instruments,
and was as additional factor in the ratings downgrade.

The outlook for ratings is stable. However, the outlook assumes
that the company is largely successful in completing asset
divestitures and cash flow support debt reduction as planned. In
addition, the stable outlook assumes that the company's asbestos
liabilities remain manageable. The potential liability related to
asbestos may prove to be material over the long term, but there is
currently insufficient information to suggest a significantly
higher liability than the company has indicated in its statements.
Moody's will monitor the company's potential asbestos liability
closely.

Headquartered in Atlanta, Georgia, Georgia-Pacific Corporation is
of the world's largest paper and forest products companies, with
operations in building products, pulp and paper, and tissue.
Fort James Corporation, headquartered in Chicago, Illinois, is one
of the worlds largest manufacturers of tissue products, with
operations in North America and Europe.


GRAND UNION: Names Jeffrey P. Freimark as New President and CEO
---------------------------------------------------------------
The Grand Union Company (OTC BB: GUCO), announced that Jeffrey P.
Freimark has been named President and Chief Executive Officer,
effective immediately. Mr. Freimark will continue to serve as
Chief Financial Officer, Treasurer and Chief Administrative
Officer. He succeeds Gary Philbin, who has resigned from the
positions of President and CEO, and as a director of the
Company. Mr. Philbin's position on the Board will not be filled
and the size of the Board has been reduced to six. In addition,
Robert F. Smith, currently Corporate Vice President of
Merchandising, will assume the newly created position of Executive
Vice President and Chief Operating Officer.

Grand Union filed a voluntary chapter 11 petition in the U.S.
Bankruptcy Court in Newark, New Jersey on October 3, 2000, in
order to facilitate the planned sale of the Company and provide
for additional funding during the sale process. On November 13,
the Company announced that it had entered into a definitive
agreement for the purchase by C&S Wholesale Grocers, Inc. of
substantially all of the Company's assets and business. On
November 16, 2000 the Company announced that no higher or better
bids for Grand Union's assets were obtained at the auction under
Bankruptcy Court procedures.

Stephen Peck, Chairman of the Board of Grand Union commented,
"Gary has led the company through a very challenging period. With
the sale process now well underway, his task has been completed.
We appreciate his efforts and wish him the best for the future.
Jeff knows the Company well and is highly qualified to take on
this new role. He will continue to work closely with the Company's
advisors and the Executive Committee of the Board to ensure that
the sale and the Chapter 11 process are successfully completed."

Grand Union operates 197 retail food stores in Connecticut, New
Jersey, New York, Pennsylvania and Vermont.


HARNISCHFEGER: Who Will Manage and Govern Reorganized HII?
----------------------------------------------------------
Harnischfeger Industries, Inc., outlines for creditors who will
manage the Reorganized Company and other matters concerning
corporate governance:

(A) Board of Directors and Management

   As required by Section 1129(a)(5) of the Bankruptcy Code, the
   Debtors will disclose the identity and affiliations of any
   Person proposed to serve on the initial boards of directors (or
   as initial members, in the case of limited liability companies)
   of the New Debtors, on or before the Confirmation Date, in
   Schedule XIII(A) of the Exhibit Book. To the extent any such
   Person is an insider, the nature of any compensation for such
   Person will also be disclosed.

(B) Change in Control

   The Reorganizing Debtors will continue the Change of Control
   Agreements pursuant to the Employee Retention Program to help
   preserve the existing base of executives:

   (1) Stay / Emergence Bonuses

        - The Debtors expect to pay approximately $3,550,023 on
           the Effective Date.

   (2) Reorganizing Debtor Incentive Plan

        - The Reorganizing Debtors will implement an incentive
           plan for the period between November 1, 2000 and the
           Effective Date, to be approved by the board of HII.

   (3) Incentive Plan for New Management

        - The Incentive Plan for New Management shall be approved
           by the New HII board after the Effective Date.

   (4) New Equity Stock Option Plan for New Management

        - A New Equity Stock Option Plan, in substantially the
           terms described in Exhibit XIII(F) of the Exhibit Book
           will be offered to New Management.

(Harnischfeger Bankruptcy News, Issue No. 32; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ICG COMMUNICATIONS: Asks for Approval of $200MM DIP Facility
------------------------------------------------------------
ICG Communications and its affiliates presented Judge Sue L.
Robinson with a First Day Motion seeking interim authority for ICG
NetAhead, Inc., and ICG Equipment to use cash collateral
previously pledged to secure the repayment of certain loans.

Prior to the commencement of these Chapter 11 cases, David S.
Kurtz, Esq., and Timothy Pohl, Esq., of Skadden, Arps in Chicago,
explained to Judge Robinson, the Debtors' pre-petition liabilities
fell into three categories:

   (A) a secured note governed by a credit agreement;

   (B) mortgage obligations; and

   (C) senior discount notes issued by ICG Services and ICG
        Holdings.

Prior to the Petition Date, the Debtors entered into a
$200,000,000 Credit Agreement with a consortium of Banks, for
which Royal Bank of Canada is administrative agent and collateral
agent, Morgan Stanley Senior Funding, Inc., is the sole book
runner and lead arranger, and Bank of America, N.A., and Barclays
Bank Plc are co-documentation agents. Under this Agreement,
the lenders loaned money to, and issued letters of credit for the
account of, the service operating debtors consisting of ICG
Equipment, ICG NetAhead, and ICG Services. This indebtedness was
secured by a lien against the property of Equipment and NetAhead
to the Agent, for the ratable benefit of the lenders, in:

   (a) all of the Debtors' equipment, inventory, receivables, and
contracts;

   (b) all pledged shares, pledged debt, all additional shares of
stock acquired by, and all additional indebtedness owed to, the
Debtors;

   (c) all other investment property (including all securities,
whether certificated or uncertificated, security entitlements,
securities accounts, commodity contracts, and commodity accounts);

   (d) the Debtors' rights in specified agreements, additional
lease agreements, and all other agreements relating to any such
agreements, including any rights of the Debtors to receive moneys
or proceeds due under these agreements, claims of the Debtors
which have or might arise from the breach of these agreements, and
the right of the Debtors to perform, terminate, or exercise
remedies available under such agreements;

   (e) Account collateral, including (i) the Cash Collateral
Account, (ii) the Letter of Credit Cash Collateral Account, (iii)
all pledged accounts, (iv) all other deposit accounts of the
Debtors, (v) all Collateral Investments, (vi) all notes,
certificates of deposit, deposit accounts checks, and other
instruments from time to time possessed by the Collateral Agent,
and (vii) all interest, dividends, cash, instruments, and
other property from time to time received, receivable, or
otherwise distributed in respect to or in exchange for any or all
of the then existing Account Collateral; and

   (f) the Intellectual Property Collateral (including Patents,
Trademarks, Copyrights, Trade Secrets, Computer Software,
Licenses, and any and all claims for damages for past, present and
future infringement, misappropriation, or breach in respect of the
Patents, Trademarks, Copyrights, Trade Secrets, Computer Software,
and Licenses.

As of the commencement of these Chapter 11 cases, the Debtors'
principal secured liabilities consisted of:

   (1) $85 million of senior secured debt outstanding under a loan
facility provided to ICG NetAhead and ICG Equipment, and
guaranteed by ICG Services;

   (2) the 9-7/8 senior discount notes issued by ICG Services,
with an accreted value, as of November 1, 2000, of approximately
$318,428,137;

   (3) the 10% senior discount notes issued by ICG Services, with
an accreted value as of November 1, 2000, of approximately
$391,924,050;

   (4) the 11-5/8% senior discount notes issued by ICG Holdings,
with an accreted value as of November 1, 2000, of $150,718,480;

   (5) the 12-1/2% senior discount notes issued by ICG Holdings,
with an accreted value as of November 1, 2000, of approximately
$517,925,851; and

   (6) the 13-1/2% senior discount notes issued by ICG Holdings,
with an accreted value as of November 1, 2000, of approximately
$594,160,162.

The Debtors advised the Court that, prior to the commencement of
the Chapter 11 proceedings, they were expanding their network
facilities, resulting in the incurrence of significant costs and
obligations, as well as certain operational difficulties
associated with the deployment of new technology. While in the
midst of this expansion, the Debtors allege in their Motion that
the availability of funds from the capital markets for the
telecommunications industry generally became constricted,
resulting in the Debtors being unable to fund the completion of
their ongoing network expansion. As a result, the Debtors' balance
sheet is significantly over- leveraged relative to their existing
operations, requiring a financial restructuring that the Debtors
concluded could best be achieved through the chapter 11 process.

The Debtors requested that the Court consider and approve a
Stipulation among the Debtors and the Lenders which included the
following operating restrictions and payment requirements:

   (a) Use of the Debtors' cash flow from operations would be
restricted by certain budget terms governing such items as levels
of EBITDA, and limiting expenditures for such items as
professional fees, capital lease interest expenses, CAPEX
expenditures, payments for releases of mechanics' liens and line
deposits, changes in accounts receivables, and decreases in post-
petition equipment leases, so as to provide net increases
in cash used in operations steadily from June of 2001 through
December of 2001;

   (b) ICG Equipment, NetAhead, and ICG Services will pay to the
Agent, for the ratable benefit of all of the Lenders, all accrued
and unpaid pre- and post-petition interest and expenses under the
Credit Agreement on a monthly basis to protect the lenders from
any decrease in the value of the Debtors' interest in the
encumbered property;

   (c) Equipment, NetAhead, and Services will grant to the Agent,
for the ratable benefit of all of the Lenders, valid, perfected,
first-priority postpetition security interests in and liens upon
all of the property of Equipment, NetAhead, and Services acquired
after the Petition Date that is not otherwise subject to any lien
or security interest, to the extent there is any diminution in the
value of the Pre-petition Collateral;

   (d) The Agent, for the ratable benefit of the Lenders, will
receive an administrative claim to the extent there is any
diminution in the value of the pre-petition collateral such that
the value of this collateral is less than the total of the pre-
petition obligations; and

   (e) The Debtors will pay, upon writer request, all unpaid out-
of-pocket costs and expenses of the Agent and the Lenders
(including, without limitation, reasonable attorneys' fees and
expenses and the fees and expenses of Deloitte & Touche) incurred
(whether before or after the Petition Date) in connection with
matters relating to the Credit Agreement, the Prepetition
Collateral, the After-Acquired Collateral, monitoring of
the bankruptcy cases and the enforcement of any rights and
remedies in connection with those cases.

In addition, the Debtors have undertaken to provide post-petition
reporting as follows:

   (a) Within 45 days after the end of each fiscal quarter, the
Debtors will provide to the Agent financial and operational
reports consisting of quarterly consolidated and consolidating
balance sheets, income statements, and statements of cash flow of
Services and its subsidiaries, and ICG Communications and its
subsidiaries, certified by the applicable chief financial officer,
and certificates as to compliance with the loan documents;

   (b) Within 25 days after the end of each calendar month, the
Debtors will provide to the Agent (i) monthly consolidated and
consolidating balance sheets and divisional operation results of
Services and its subsidiaries, and ICG Communications and its
subsidiaries, (ii) a monthly comparison of actual expenses of the
prior month to those set out in the budget for such month, (iii)
monthly statements of accounts of cash and cash equivalents, and
(iv) a monthly report on the status of those contracts between
Services and any of its affiliates and their respective
customers, as well as those leases or other contracts between
Holdings or ICG Telecom, and any of NetAhead, Equipment, or
Services, each certified by Services' chief financial officer (but
which need not include a GAAP certification);

   (c) Within 90 days after the end of each fiscal year with
respect to Communications and its subsidiaries, and Services and
its subsidiaries, the Debtors will furnish the Agent audited
financial statements and annual consolidating financial
statements;

   (d) No later than the end of each fiscal year, the annual
business plan of Communications and its subsidiaries (or, promptly
following distribution to any third party, any similar or revised
business or restructuring plan prepared by or on behalf of the
Debtors, or any Debtor, including any such plan prepared in
connection with the Chapter 11 cases), and furnish forecasts
prepared by management of Services, in each case in
form and detail satisfactory to the Agent, of balance sheets,
income statements and cash flow statements on a monthly basis for
the next 12 months, until the scheduled final maturity of the DIP
facility;

   (e) On a weekly basis, updated, rolling 13-week cash flow
forecasts for the Debtors and their subsidiaries; and

   (f) Promptly after request, all other business and financial
information that any lender, through the Agent, may from time to
time reasonably request, including without limitation reports
regarding variances from the Budget, long-haul backbone usage by
Holdings and its subsidiaries, use of data ports, customers added
and disconnected, circuits added and discontinued, information
regarding individual customers and vendors, and changes relating
to key employees.

In addition, the Debtors will provide reasonable access to the
Agent to examine the Debtors' books and records to determine the
value of the pre-petition collateral as of the Petition Date, and
thereafter; and the Debtors will use their reasonable best efforts
to obtain and provide to the Agent and the Lenders copies of any
field examination and third-party appraisals of the Debtors'
equipment and inventory prepared in connection with any proposed
postpetition financing to be provided to the Debtors or otherwise,
and, in the event the Prepetition Obligations have not been
indefeasibly paid in full, in cash, on or before March 1, 2001, to
obtain and provide to the Agent, upon written request, within 60
days of such notice, a field examination and a third-party
appraisal of the Debtors' equipment and inventory, with updates
provided at such times as are reasonably requested by the Agent,
but no less frequently than quarterly.

The Agent and Lenders will be deemed to have waived their right to
collect interest at the default rate of 2% per annum above the
rate per annum otherwise payable under the Credit Agreement, but
only so long as the Debtors make all payments required under, and
otherwise remain in compliance with, all of the provisions of the
post-petition collateral agreements and the Court's Order
approving the same.

In the event that the Debtors fail to comply with the budget, or
if the Debtors fail to timely make any payment required by the
post-petition collateral agreements and the Court's Order
approving the same, the Debtors' right to use cash collateral will
terminate five days after receipt of written notice to the
attorneys for the Debtors given by the Pre-petition Agent, and the
Debtors shall be deemed to have consented to an expedited hearing
on a motion by the Agent, and/or any Lender, seeking relief from
the automatic stay and/or additional adequate protection. In
that connection, the Lenders and the Agent have retained the right
to seek further adequate protection at any time.

Absent the Agent's prior written consent, or until payment of the
Prepetition Obligations in full in cash, the Debtor may not seek
any order which authorizes the obtaining of credit or the
incurring of indebtedness or any other obligation that is secured
by a security, mortgage, or collateral interest or other lien on
all or any portion of the pre-petition collateral or the after-
acquired collateral which is equal or senior to the liens and
security interests held by the Agent, or the enforcement of any
claimed security, mortgage or collateral interest or other lien of
any person other than of the Agent on all or any portion of the
prepetition collateral (other than the enforcement of a lien on
property that was, as of the Petition Date, a valid and perfected
lien, or a lien which constitutes a permitted subsequently
perfected lien, but in either case, only to the extent of having
priority over the liens securing the prepetition obligations. The
terms of the agreement and the Court's Order survive entry of any
order confirming the plan, or any conversion of the cases to
liquidation cases under Chapter 7.

Finding that the Debtors have an immediate need for access to
previously encumbered cash collateral to continue in business that
the Lenders are satisfied that their interests are adequately
protected, Judge Robinson entered an Interim Order approving the
request on the terms described above, directed that the Debtor
give notice of the terms of the agreement and Order to parties-in-
interest, and scheduling a final hearing on the Debtors' request
for December 12, 2000, at 4:00 p.m. in Wilmington. (ICG
Communications Bankruptcy News, Issue No. 1; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


J. BAKER: Moody's Confirms Low-B Ratings & Says Outlook Negative
----------------------------------------------------------------
Moody's Investors Service confirmed the debt ratings of J. Baker
following the announced sale of its footwear business but changed
the rating outlook to negative from stable. The following ratings
were affected by this action:

   a) B1 senior implied rating;

   b) B3 rating on $70 million 7% convertible subordinated notes
       due 2002;

   c) B2 senior unsecured issuer rating.

Moody's does not rate the company's current bank facilities.
J. Baker is receiving about $60 million for the sale of its
licensed footwear business, most of which will be applied toward
debt reduction. Moody's does not believe that the sale of footwear
will significantly impact J. Baker's financial condition.
Operating performance for footwear was weak in 1999 and 2000
because of sales fluctuations at Ames, a key host store chain.
However, Moody's viewed footwear as providing longer term
stability to supplement the company's potentially more volatile
apparel business.

After the sale, J. Baker will compete in two apparel segments:
men's big and tall apparel, in which the company's 600 Casual Male
and Repp stores dominate the segment, and work wear offered
through its 70 Work 'n Gear stores. Moody's acknowledges that
these specialty segments are more stable than the overall apparel
market. However, the businesses remain subject to fashion cycles
and competition which can unexpectedly impact top line growth and
profitability. The growth of the apparel segments has also
accounted for the lion's share of J. Baker's capital expenditures
and working capital needs over the past few years. Moody's
believes that the future level of capital expenditures is
discretionary, but expects J. Baker to continue to expand these
businesses.

The rating outlook has been changed to negative from stable. The
company's relative level of fixed costs has risen as a result of
the sale of the shoe business, since rents for the licensed
business are variable and based on sales levels. As a result, J.
Baker is more vulnerable to changes in top line and operating
profitability. The full impact of the licensed shoe disposition on
fixed overhead costs cannot yet be determined. Work n' Gear is
still in a relatively early stage of development and has been an
inconsistent performer on the top line during its early years. The
Casual Male and Repp stores have increased their fashion
component, which has encouraged higher same store sales but also
introduces more fashion risk to the business.

The negative outlook also considers the risks associated with
refinancing the 7% convertible subordinated notes, due in June
2002. The notes are not guaranteed by the operating subsidiaries,
which also makes them vulnerable to changes in the amount and
structure of senior debt. Total interest expense could also
increase if these notes are repaid through the issuance of
additional debt.

The ratings reflect J. Baker's high leverage relative to operating
income, book and market capitalization; relatively high of levels
fixed charges; and reliance on the potentially volatile apparel
business. The ratings are supported by the strong position of
Casual Male in its specialized market and by improvements in
operating margin as a result of merchandising and other changes
which the company has made to encourage customer activity.

J. Baker, headquartered in Canton, Massachusetts, is a retailer of
specialty apparel.


JAMES CABLE: Moody's Rates 10-3/4% Senior Notes at Caa2
-------------------------------------------------------
Moody's Investors Service lowered the rating for $100 million of
10-3/4% senior notes due 2004 of James Cable Partners, L.P.
(James) to Caa2 from B2, and the rating for the company's $30
million senior secured revolver due 2002, which was downgraded to
B2 from Ba3. The company's senior implied rating was lowered to
Caa1 from B2, and James' senior unsecured issuer rating was
lowered to Caa2 from B2. The rating outlook is negative.

The rating downgrades principally reflect the company's very tight
liquidity position, which contributes to the heightened risk of a
potential default, and the prospect of reduced recovery values for
senior noteholders in particular.

Moody's noted that James' liquidity has been very tight for some
time now, and that the company has generally underperformed
relative to its expectations over the last year in particular.
However, the technological status of James' cable plant has
improved considerably over the last couple of years, and Moody's
still believes that the company has the ability to grow its
subscriber revenues and cash flow through the provisioning of
ancillary services, including its NetCommander product, and
thereby improve its credit profile in the process. We continue to
remain troubled, however, by the ongoing subscriber erosion to
competing DBS product offerings, a trend which may stabilize
somewhat over the near term as the company accelerates its digital
rollout, but which is likely to remain an issue longer-term.

James needs to effect some covenant relief from its bank group on
a fairly immediate basis in order to secure the ability to borrow
under its revolver and continue financing the upgrade of its cable
systems, as well as to support the added marketing program that
has become requisite to stabilizing and/or improving its operating
performance. Even with the added flexibility that may be afforded
by the banks, and/or new capital from other sources, however, it
remains uncertain whether or not James will be able to make its
February 2001 interest payment that is due on the senior notes.
The bank debt continues to be very well protected, nonetheless,
particularly given its diminimus level of current borrowings, and
should have little difficulty in realizing full recovery even
under a more distressed scenario. The downgrade of the bank loan
rating does incorporate the greater probability of default in the
near term, however.

The downgrade of the senior notes rating to Caa2 incorporates both
greater near-term default risk and the greater probability that
this class of creditors will assume some losses if the company is
unable to cure its liquidity shortfall and operating performance
continues to decline. Moody's suggests that this added risk of
expected credit loss approximates 15%-20% based on assumed
ultimate recovery levels for senior noteholders at the present
time.

The negative outlook incorporates Moody's expectation that the
company's operating environment will remain difficult, due largely
to the aggressiveness of competing multichannel video service
providers, and that the ratings could migrate lower in the absence
of some balance sheet strengthening.

James Cable Partners operates rural cable television systems that
serve approximately 70,000 subscribers. The company maintains its
headquarters in Bloomfield Hills, Michigan.


KPC MEDICAL: Medical Management Files Chapter 11 in California
--------------------------------------------------------------
KPC Medical Management, Inc. filed for Chapter 11 protection with
the U.S. Bankruptcy Court in the Central District of California,
Riverside Division. According to published reports, this filing is
sure to heighten growing tensions between physicians and health
plan administrators in the state of California. Jack Lewin, chief
executive of the California Medical Association, stated, "This
will put the Legislature into action. It will create suspicions
and doubts and rumors of profiteering and make everybody unhappy
and everything unstable." Lewin continued, "My concern is that
this process undermines the public's trust in all of us."(New
Generation Research, Inc. 27-Nov-00)


METALLURG: Moves to Calendar Year Accounting and Reporting
----------------------------------------------------------
On November 10, 2000, Metallurg, Inc.'s Board of Directors
approved a change in the company's fiscal year, from January 31 to
December 31, to be effective beginning December 31, 2000. The
company's financial reports covering the fiscal year ended
December 31, 2000 will include the results of Metallurg, Inc., the
parent holding company, for the eleven months ended December 31,
2000 and the results of its operating subsidiaries for the twelve
month period ended December 31, 2000.


OWENS CORNING: Flaschen/Gitlin Serving as Foreign Representatives
-----------------------------------------------------------------
In connection with Owens Corning's application to employ Bingham
Dana as international co-counsel for insolvency matters, OWC also
asks for authority to appoint Evan D. Flaschen and Richard A.
Gitlin of that firm as their joint foreign representatives.

A number of the members of the Owens Corning group of affiliates
are incorporated, domiciled, and/or have a principal place of
business outside of the United States. At some point, it may be in
the Debtors' best interests to commence parallel or ancillary
foreign insolvency proceedings with respect to some or all of the
Debtors and certain of the other members of the Owens Corning
group, or local boards of directors may consider it advisable
under local law to commence foreign insolvency proceedings. It
is also possible that creditors may seek to commence involuntary
insolvency proceedings against some or all of the Debtors and
other members of the Owens Corning group. In such event, the
Debtors believe that cross-border cooperation and coordination
will be desirable for reasons of international comity, and may be
essential to preserving the Debtors' businesses and the Owens
Corning group's enterprise value generally.

In the United States a foreign representative of a foreign
proceeding is recognized both in the Bankruptcy Code and in case
law. A foreign representative is described a "duly selected
trustee, administrator, or other representative of an estate in a
foreign proceeding" by the Bankruptcy Code. The Debtors, for the
reasons stated above, have requested authority to appoint such
foreign representatives. The representatives' duties will include:

   (a) Representation of the Debtors' estates in seeking formal
recognition of the estates as such in relevant foreign proceedings
and other foreign situations;

   (b) Where appropriate under the circumstances, actions in the
name of the Debtors in relevant foreign proceedings and other
foreign situations, with authority to speak and sign pleadings and
documents in the name of, and as binding upon, the Debtors;

   (c) Service as the emissaries of the Bankruptcy Court to courts
in which any relevant foreign proceedings are commenced in order
to convey to such courts the orders entered by the Bankruptcy
Court and any requests that the Bankruptcy Court may wish to
direct to such courts;

   (d) Promotion, wherever possible, of the coordination and
harmonization of the Chapter 11 proceedings with any relevant
foreign proceedings and other foreign situations with the
objective of preserving and continuing the relevant members of the
Owens Corning Group as going concerns in order to maximize their
value for the benefit of all interest holders, wherever located;

   (e) Wherever possible, coordination of the Chapter 11
proceedings with any other foreign matters involving governments,
courts, regulators, creditors, and other interest holders;

   (f) Canvas, determination, and identification of issues and
impediments that must be resolved internationally in order to
facilitate reorganization of the core businesses within the Owens
Corning group;

   (g) Work with representatives and other officeholders appointed
in any relevant foreign proceedings with respect to the foregoing;
and

   (h) Act as facilitators in respect to all of the foregoing
matters.

The fees and expenses of the foreign representatives would be
included in future applications by the firm of Bingham Dana. This
application is subject to the same timetable as the Skadden
application.(Owens-Corning Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


PHAR-MOR: Shareholders to Convene on Dec. 7 in Washington, D.C.
---------------------------------------------------------------
The annual meeting of the shareholders of Phar-Mor, Inc., a
Pennsylvania corporation, will be held at The Willard Inter-
Continental Hotel, 1401 Pennsylvania Avenue, Washington, D.C.
20004 on Thursday, December 7, 2000, at 10:00 a.m. (local time),
with registration beginning at 9:00 a.m., for the following
purposes:

   1. To elect two directors to hold office until the 2003 annual
meeting and their successors are duly elected and qualified;

   2. To approve an amendment to the Phar-Mor, Inc. 1995 Amended
and Restated Stock Incentive Plan increasing the number of shares
available under such plan from 3.85 million to 5.0 million;

   3. To ratify the selection by the Board of Directors of
Deloitte & Touche LLP as the company's independent public
accountants; and

   4. To transact any other business which may properly arise.

The Board of Directors has fixed the close of business on
September 29, 2000 as the record date for the purpose of
determining shareholders entitled to notice of and to vote at the
meeting.


PHILLIPS & KING: Wells Fargo Extends $2 Million Credit Line
------------------------------------------------------------
The Havana Group, Inc. (OTC Bulletin Board: HVGP), announced that
their wholly owned subsidiary, Phillips & King International,
Inc., obtained a new $ 2.0 million working capital line of credit
from the Wells Fargo Bank. Wells Fargo, the bank of record at
Phillips & King for ten years, provided the new credit facility
through its affiliate, Wells Fargo Business Credit, Inc.

William Miller, CEO of The Havana Group, Inc., states, "This
working capital line of credit for Phillips & King will provide
approximately $1.6 million of working capital funds to purchase
inventory and expand sales. We are especially proud of our
relationship with Wells Fargo and the vote of confidence they have
displayed in us."

Phillips & King International's Plan of Reorganization was
confirmed by the United States Bankruptcy Court for the Southern
District of California and was deemed effective on August 4, 2000.
The Havana Group purchased Phillips & King on August 4, 200 for
cash, stock and assumption of certain liabilities.

The Havana Group, Inc. is a direct marketer of tobacco products
which include tobaccos, smoking pipes, make-your-own cigarettes,
cigars, and smoking accessories which it sells in catalogs and
through its website www.smokecheap.com . The Company also
manufacturers its own patented line of smoking pipes which it
produces at its production facility in Bristow, Oklahoma.

Phillips & King International, Inc., a California based wholesale
distributor of cigars, pipes, tobaccos and smoking accessories
which currently markets to over 2,200 active customers through a
direct sales force and through its Internet website
http://www.pkcigar.com.  


PHYSICIANS RECIPROCAL: S&P Affirms Rating, Citing High Leverage
---------------------------------------------------------------
Standard & Poor's affirmed its single-'Bpi' financial strength
rating on Physicians Reciprocal Insurers.

Key rating factors include marginal operating returns and high
leverage partially offset by the company's new strategic
relationship with FPIC Insurance Group, Inc., which owns
Physicians' attorney-in-fact, Administrators for the Professions
Inc.

This reciprocal company is based in Manhasset, N.Y. and is the
fourteenth-largest writer in the U.S. of medical malpractice
insurance (claims-made and occurrence) for physicians, surgeons,
podiatrists, and dentists. Physicians (NAIC: 41467), which is the
second-largest writer in New York of professional liability
insurance, also offers professional and general liability coverage
to hospitals and health care facilities. Business in the company's
only licensed state of New York constitutes all of its revenue and
its products are distributed primarily through direct marketing.
The company began business in 1982. In 1999, it formed a 100%-
owned Bermuda subsidiary, Futuro Insurance Co. Ltd., with a $1
million capital contribution.

Major Rating Factors:

   -- The company's five-year average return on revenue of 1.8% is
       considered marginal. The increase in net income of $13.6
       million in 1999 compared with the previous year was mainly
       due to a gain of $25.2 million in net underwriting income
       offset by a decline of $11.4 million in other income.

   -- The reciprocal operates under a subscriber agreement with a
       relatively low capital base consisting of subscriber
       subscriptions (reported in gross paid and contributed
       surplus) and unassigned (permanent) capital. The company
       has a negative NAIC risk-based capital ratio and a
       significantly high leverage position with its net premiums
       written plus liabilities to surplus at 15.4 times (x).
       Subscriber's withdrawals are paid in two annual
       installments subject to a 25% surrender charge of a
       member's earned surplus.

   -- The company's liquidity ratio of 94.6%, in the context of
       high operating leverage (15.4x) is viewed as a limiting
       factor.

   -- The company's geographic and product line concentration is
       high with respect to current capitalization. At year-end
       1999, all direct premiums were in New York, which currently
       regulates medical malpractice premium rates.

   -- Although the company benefits from its new strategic
       relationship with the FPIC Insurance Group, Inc., the
       rating is not based on implied group support.


PILLOWTEX: Bank of America Extends $150 Million DIP Facility
------------------------------------------------------------
Pillowtex Corporation and its debtor-affiliates, through their
attorneys, David G. Heiman of the Cleveland office of Jones Day,
Reavis & Pogue, and Gregory M. Gordon and Daniel P. Winikka of the
Dallas office of Jones Day, present the Bankruptcy Court with
their request for authority to enter into a postpetition credit
facility with a group of lenders, led by Bank of America.

                   Prepetition Secured Debt
                   to Bank of America Group

At the Petition Date, Pillowtex owed approximately $665 million to
its pre-petition group of lenders led by Bank of America in its
individual capacity, and as agent. These obligations include:

   (a) a Revolving Credit Facility of up to $350 million, with a
       $55 million sublimit for letters of credit; and

   (b) an aggregate of $350 million principal amount in term
       loans, divided in a Tranche A Term Loan of $125 million,
       and a Tranche B Term Loan of $225 million.

As of July 1, 2000, the outstanding obligations on the Term Loans
aggregated approximately $329.8 million, and under the Revolving
Credit Facility approximately $299.2 million (exclusive of letters
of credit.

Pillowtex's domestic subsidiaries have guaranteed Pillowtex's
obligations under this credit facility. These obligations are
secured by a first-priority lien on:

   (1) the capital stock of all of Pillowtex's domestic
       subsidiaries, and

   (2) substantially all of the unencumbered assets of Pillowtex
       and its subsidiaries.

In addition to the above credit facilities, Pillowtex entered into
a $20 million senior unsecured revolving credit facility with Bank
of America for the initial purpose of obtaining additional working
capital. In December of 1999, Pillowtex agreed to secure this
overline facility by cross-collateralizing it to the credit
facilities described above, including guarantees by all of the
domestic subsidiaries, and the line was extended to $35 million.

As of July 1, 2000, the Debtors' outstanding obligations under
this Overline Facility aggregated the entire $35 million.

                    Industrial Revenue Bonds

Both Pillowtex and Fieldcrest Cannon have issued and sold
Industrial Revenue Bonds through state or municipal development
boards or authorities. Each issuance of these bonds is secured by
a first-priority lien on specific land, property and equipment.
The collateral for these bonds is not part of the collateral for
the credit facilities described above, including the Overline
Facility.

As of July 1, 2000, the Debtors' outstanding obligations under the
Industrial Revenue Bonds aggregated approximately $15.7 million.

            Senior Subordinated Notes and Debentures

In 1996 Pillowtex issued and sold $125 million in principal amount
of 10% Senior Subordinated Notes which mature in 2006. These notes
are general unsecured obligations of Pillowtex and are subordinate
to all obligations of Pillowtex's direct and indirect subsidiaries
under the credit facilities with the Bank of America Group and the
Industrial Revenue Bonds. U.S. Bank Trust, N.A., serves as
indenture trustee for these notes.

In conjunction with its acquisition of Fieldcrest Cannon in 1997,
Pillowtex issued and sold $185 million in principal amount of 9%
Senior Subordinated Notes due in 2007. These are general unsecured
obligations of Pillowtex that rank pari passu with the 10% notes
described above, and are likewise subordinated to all obligations
of Pillowtex's direct and indirect subsidiaries under the B of A
Credit Facility, the Overline Facility, and the Industrial Revenue
Bonds. U.S. Bank serves as indenture trustee for these notes.

In 1987, Fieldcrest Cannon had issued and sold $125 million in
principal amount of 6% Convertible Subordinated Debentures due in
2012. These debentures are general unsecured obligations of
Fieldcrest Cannon, subordinated to all obligations of Pillowtex's
direct and indirect subsidiaries under the Credit Facility with
Bank of America, the Overline Facility, the Industrial Revenue
Bonds, the 10% Notes, and the 9% Notes. State Street Bank and
Trust Company serves as indenture trustee for these debentures.
These debentures became convertible, at the option of the holders,
into a combination of cash and Pillowtex common stock as a result
of the Fieldcrest Cannon merger.

               Necessity for DIP Credit Facility

By the end of 1999 Pillowtex was in default of certain financial
covenants under the credit facility and overline facility. The
Debtors also began to experience liquidity problems. In March of
2000 the Debtors obtain a permanent waiver of its prior non-
compliance with financial covenants, and the credit facility was
amended to shorten the term of its maturity, increase the interest
rate margins, limit borrowings, and to add a covenant requiring
that EBITDA must exceed specified levels.

In October of this year the costs associated with operational
initiatives, specifically inventory reductions and closure and
consolidation of certain operations, coupled with a sluggish
retail environments, caused the Debtor to be in violation of the
EBITDA covenant under the Credit Facility and Overline Facility.
Although a temporary waiver was obtained, by November the Debtors
were again in default under the Credit and Overline facilities. By
operation of a cross-default provision, these defaults also
resulted in an event of default under the Industrial Revenue
Bonds.

As a consequence of these events, the Debtors are in urgent need
of bank credit to continue their businesses and operations, and to
create a sense of confidence that new financing may install in the
Debtors' suppliers, dealers, landlords, customers, employees, and
contractors.

                  The Postpetition Credit Facility

The Debtors have determined that a postpetition credit facility in
the amount of up to $150 million will meet their working capital
needs. Accordingly, the Debtors propose to enter into a
postpetition credit facility on the following terms:

   (a) Revolving Loans and Letters of Credit. Subject to the terms
and conditions of the postpetition Loan Agreement, the DIP
Lenders, led by Bank of America, have agreed to lend the Debtors
up to $150 million, with a sublimit of $60 million for letters of
credit.

   (b) Designated Postpetition Loans. The Debtors will remit to
Bank of America, as prepetition agent, all cash collateral
constituting proceeds of the Prepetition Lenders' prepetition
collateral. All Cash Collateral will be readvanced as loans by the
Prepetition Lenders to the Borrower on a postpetition basis.
Designated Postpetition Loans will be secured by second-priority
liens on the Prepetition Bank Collateral and will have
"superpriority" administrative expense status (in each case
subject only to the DIP Facility, valid, perfected liens existing
on the Petition Date and the Carve Out described below).
Designated Postpetition Loans shall accrue interest at LIBOR plus
2.50%, payable monthly. The default interest rate will be 2.0%
above the otherwise applicable rate. The Designated Postpetition
Loans will mature on the same date as the DIP Facility.

   (c) Use of Proceeds. The proceeds of the DIP Facility may be
used to finance the ongoing working capital and general corporate
requirements of the Debtors, subject to certain restrictions
described in the Postpetition Credit Agreement. These restrictions
include the same restrictions iscussed below in connection with
the Carve Out.

   (d) Maturity Date. The commitment under the DIP Facility will
terminate at the earliest of:

      (i) the date which is 12 months after the Petition Date;

     (ii) the entry of an Order by the Bankruptcy Court approving
          the sale of substantially all of the Debtors' assets;

    (iii) the effective date of any plan of reorganization;

     (iv) conversion of the Debtors' bankruptcy cases to cases
          under Chapter 7 of the Bankruptcy Code;

      (v) dismissal of the Debtors' bankruptcy cases; or

     (vi) the occurrence of an Event of Default (as defined below)
          under the DIP Facility.

The Debtors will have the option to extend the Maturity Date for
one six-month period if:

      (i) on the proposed extension date, no Default or Event of
          Default has occurred and is continuing and the Debtors
          are in compliance with all covenants under the
          Postpetition Loan Agreement;

     (ii) at least 30 days prior to the proposed extension date,
          the Debtors delivered to Bank of America and the DIP
          Lenders a three-year revised business plan and budget,
          with proposed financial covenants for the extension
          period, in form and substance reasonably satisfactory to
          Bank of America;

    (iii) the Debtors have used best efforts to file a motion in
          the Debtors' bankruptcy cases seeking approval of a
          process for the sale or other disposition of certain
          assets identified in discussions with the DIP Lenders,
          which is in form and substance reasonably satisfactory
          to Bank of America;

     (iv) the Debtors shall have filed a motion in the Debtors'
          bankruptcy cases seeking approval for the sale or other
          disposition of certain assets identified in discussions
          with the DIP Lenders, which is in form and substance
          reasonably satisfactory to Bank of America; and

      (v) the Debtors have provided to Bank of America notice of
          their election to exercise the option to extend.

   (e) Asset Sales. The net proceeds from any sale or other
disposition of the Debtors' assets outside the ordinary course of
business (other than the sale of certain assets discussed with the
DIP Lenders) will be paid to Bank of America for application to
the DIP Facility. The net proceeds from any sale of certain
identified assets will be paid to Bank of America for application
to the Prepetition Loans, subject only to the DIP Lenders' right
to the funds in the event the DIP Facility is not paid on the
Maturity Date.

   (f) Nondefault Interest. Interest shall accrue, at the Debtors'
option, at Base Rate plus 1% or LIBOR plus 3.50%, for interest
periods of one, two or three months. Nondefault interest is
payable monthly, provided that no LIBOR interest period shall
extend beyond the Maturity Date.

   (g) Default Interest. Upon the occurrence and continuance of
any Event of Default under the DIP Facility, interest shall be
payable at 2% above the then applicable contract rate.

   (h) Fees. The Debtors will pay the following nonrefundable fees
in connection with the Postpetition Loan Documents:

      (i) a commitment fee of .50% per annum on the daily average
          unused amount of the DIP Facility;

     (ii) an agency fee of $5,000 per month, payable on the first
          business day of each month;

    (iii) a facility fee of .50% of the DIP Facility, payable at
          the time of the initial funding;

     (iv) letter of credit fees equal to 3.50% per annum on the
          aggregate undrawn and available amount under all letters
          of credit issued under the DIP Facility, plus reasonable
          out-of-pocket expenses of the letter-of-credit-issuing
          bank payable at the time of issuance, and a fronting fee
          of .20% per annum on the aggregate stated amount of all
          letters of credit at the time of issuance;

      (v) an underwriting fee of .50% on the DIP Facility, payable
          at the time of the initial funding; and

     (vi) an extension fee of .50% on the aggregate DIP Facility
          commitment amount on the proposed extension date,
          provided that all other conditions precedent for the
          extension have been met and the option to extend is
          exercised by the Debtors.

   (i) Collateral. All obligations of the Debtors under the DIP
Facility will be secured by a lien on virtually all of the
Debtors' assets, subject and subordinate only to any other valid
liens, other than liens granted in connection with the Credit
Facility and Overline Facility in existence on the Petition Date
and the Carve Out discussed below. The DIP Lenders' lien on the
postpetition collateral will be senior in priority to the
prepetition liens of the Prepetition Lenders, subject only to
existing liens and the Carve Out.

   (j) Administrative Expenses. The Debtors' obligations under the
DIP Facility will constitute allowed administrative expense claims
in their respective bankruptcy cases having priority over all
other administrative expenses allowed under any provision of the
Bankruptcy Code, including the actual and necessary expenses of
preserving the estate, and any other liens arising from the use,
sale or lease of estate property.

   (k) Adequate Protection. The Debtors will provide the following
adequate protection to the Prepetition Lenders:

      (i) Payment of monthly interest on the outstanding balances
          under the prepetition Credit Facility and Overline
          Facility;

     (ii) To the extent of any diminution in the value of the
          Prepetition Collateral, a grant to the Prepetition
          Lenders of a superpriority administrative expense claim,
          subject only to:

          (1) the superpriority administrative expense claim
              granted to secure the DIP Facility,

          (2) the DIP Lenders' pre-petition existing liens; and

          (3) the Carve Out; and

    (iii) To the extent of any diminution in the value of the
          Prepetition Collateral, a grant to the Prepetition
          Lenders of liens in the postpetition collateral, subject
          to the DIP Lenders' Lien, the Carve Out, designated
          postpetition liens and the prepetition existing liens in
          favor of the prepetition lenders.

   (l) Carve Out. To the extent that the Debtors do not have
unencumbered cash to pay the following items, the DIP Lenders'
Lien, the Designated Postpetition Liens, and the Adequate
Protection Liens. will be subject to:

      (a) following the occurrence and during the continuance of
          an Event of Default, the payment of:

          (1) professional fees and disbursements allowed by Order
              of the Bankruptcy Court incurred by the Debtors or
              the Debtors' official committee of unsecured
              creditors, and

          (2) any disbursement (other than attorneys' or other
              professional fees) of any member of the Creditors'
              Committee, (in each case only to the extent all such
              fees or disbursements do not exceed in the aggregate
              $5,000,000); and

      (b) the payment of unpaid fees payable to the clerk of the
          court or the United States Trustee.

So long as no Event of Default shall have occurred and be
continuing, the Debtor will be permitted to pay compensation and
reimbursement of expenses allowed and payable to "professional
persons", and the amounts so paid prior to an Event of Default
will not reduce the Carve Out; provided that no amounts under the
Carve Out shall be used for the purpose of:

      (a) objecting to or contesting in any manner, or in raising
          any defenses to, the validity, extent, perfection,
          priority, or enforceability of the prepetition Credit
          Facility or the Overline Facility or any Prepetition
          Liens or any other rights or interest of Bank of
          America, the Prepetition Lenders, or the DIP Lenders, or
          in asserting any claims or causes of action, including,
          without limitation, any avoidability, recovery, or
          subordination actions against Bank of America as pre or
          postpetition agent or the Prepetition Lenders or the DIP
          Lenders;

      (b) preventing, hindering, or delaying the DIP Lenders'
          enforcement or realization of any of the Prepetition
          Bank Collateral;

      (c) using cash collateral or selling any collateral except
          as specifically permitted in the interim or final Order
          (including the Carve Out), or by Order of the Bankruptcy
          Court;

      (d) incurring indebtedness, except as permitted by the
          interim or final order and the Postpetition Credit
          Agreement; or

      (e) modifying the DIP Lenders' rights under the Postpetition
          Credit Agreement.

      (m) Events of Default. The Postpetition Loan Agreement
          contains typical events of default for syndicated loan
          facilities and customary events of default for debtor in
          possession financing, including, but not limited to:

      (1) failure to make any payments of principal or interest
          when due under the Postpetition Loan Documents or within
          applicable grace periods;

   (2) the dismissal of any of the Debtors' chapter 11 cases or
the conversion of any of the cases to a case under chapter 7 of
the Bankruptcy Code, except with the express written consent of
Bank of America;

   (3) the grant of any other superpriority administrative expense
claim that is pari passu with or senior to the claims of the DIP
Facility (except with the written consent of Bank of America; and

   (4) the breach of any covenant.

      (n) Remedies. Upon the occurrence of an Event of Default,
          Bank of America may, among other things:

          (1) declare principal and interest immediately due and
              payable;

          (2) require cash collateralization of letters of credit
              and terminate any commitment to extend credit; and

          (3) exercise any other remedies customary for secured
              lenders and under the Postpetition Loan Agreement
              after giving five calendar days' notice of such
              Event of Default.

      (o) Conditions to Financing. Among other conditions
          precedent customary in transactions of this type, the
          DIP Lenders require:

          (1) entry of an Order authorizing and approving interim
              financing in form, substance and amount acceptable
              to the DIP Lenders;

          (2) a consolidated monthly projection of cash receipts
              and disbursements;

          (3) payment of reasonable fees and costs to the firms of
              Richards Layton & Finger, Winstead Sechrest & Minick
              P.C., and PriceWaterhouseCoopers LLP; and

          (4) payment of all accrued and unpaid fees and expenses
              owing to Bank of America.

      (p) Financial and other Covenants. In addition to typical
negative and affirmative covenants, the Postpetition Loan
Agreement contains the following covenants:

          (1) covenants requiring reporting obligations, including
              monthly reports detailing results of operations and
              cash flows;

          (2) a covenant prohibiting investments other than as
              specifically permitted by Bank of America;

          (3) a covenant prohibiting a declaration or payment of
              dividends or the making of any distributions with
              respect to subordinated indebtedness or any other
              prepetition indebtedness, except to the Prepetition
              Lenders and as specifically permitted by Bank of
              America; and

          (4) certain other financial covenants to be agreed by
              the Debtors and the DIP Lenders.

The Postpetition Loan Agreement also includes an asset coverage
covenant with a ratio of 1.5 to 1.0, but the DIP Lenders have
contracted that, after certain asset adjustments are made, they
will agree to a modification to the ratio that will permit the
same level of liquidity as permitted prior to the asset
adjustments.

   (r) Reimbursement and Indemnification. The Postpetition Loan
Agreement requires that the Debtors pay all reasonable costs of
Bank of America in connection with the negotiation and preparation
of the Postpetition Loan Documents and the enforcement of rights
under the Postpetition Loan Documents, together with any out-of-
pocket travel expenses of the DIP Lenders. Upon an Event of
Default, the Prepetition Lenders and the DIP Lenders will be
entitled to all reasonable fees and expenses.

   (s) Acknowledgements, Waivers and Releases. The Debtors
acknowledge:

       (1) the amounts owed to the Prepetition Lenders as of the
           Petition Dates; and

       (2) the validity, perfection, and priority of liens
           securing the Prepetition Collateral.

(Pillowtex Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


SAFETY-KLEEN: Inks Parts Cleaner Agreement with SystemOne
---------------------------------------------------------
Safety-Kleen Corporation's subsidiary, Safety-Kleen Systems, Inc.,
has signed an agreement to serve as the exclusive distributor of
SystemOne's innovative line of parts cleaning equipment.
SystemOne's products will be marketed throughout Safety-Kleen
Systems' 173 branch locations across North America beginning in
2001.

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

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

The multi-year agreement between Safety-Kleen and SystemOne
encompasses the United States, Puerto Rico, Canada and Mexico, and
will require the approval of the U.S. Bankruptcy Court overseeing
Safety-Kleen's Chapter 11 reorganization.

In addition to marketing the machines to new customers, Safety-
Kleen will extend its parts cleaning services to SystemOne's
customer base of 18,000 machines.

Safety-Kleen will begin offering the new SystemOne machines in the
first quarter of 2001. The SystemOne product line includes
various-sized models, manual and automated, with applications
within both automotive and industrial markets.

Based in Columbia, South Carolina, Safety-Kleen Corp. is the
leading provider of industrial and hazardous waste management
services in North America, serving more than 400,000 customers in
the United States and Canada. Founded in 1990, SystemOne
Technologies designs, manufactures, sells and supports a full
range of self-contained, recycling industrial parts cleaning
equipment for use in the automotive, aviation, marine and general
industrial markets. The company has been awarded ten patents for
its products that incorporate innovative, proprietary resource
recovery and waste minimizing technologies. The company is
headquartered in Miami, Florida.


SCOUR, INC: CenterSpan Conference Call Scheduled for 1:30 p.m.
--------------------------------------------------------------
CenterSpan Communications (Nasdaq:CSCC) announced that the company
will host a conference call on Wednesday, November 29 at 1:30 PM
Pacific time (details follow below) to discuss its potential
acquisition of Scour, Inc., the digital entertainment portal the
company will be bidding on to acquire out of bankruptcy on
December 12, 2000.

In addition, the company will provide details concerning its new
secure and legal digital distribution channel, scheduled to be
launched in the first quarter of 2001.

"We are poised to deliver a platform that will enable content
owners to plug their content into a secure and legal peer-to-peer
channel," stated Frank G. Hausmann, Chairman and CEO of
CenterSpan. "The Scour Exchange has millions of loyal registered
users and represents an opportunity to accelerate the
introduction of a secure and legal capability into a large
existing peer-to-peer channel. We welcome the involvement of the
major Labels, Studios and other content owners in what we believe
will be a very dynamic and lucrative channel for all involved."

CenterSpan's new solution, code-named C-star, leverages a peer-to-
peer architecture to provide content owners with a number of
advantages, including improved opportunities for one-to-one
referral marketing and reduction of bandwidth and hosting costs.
C-star will support a range of digital rights management (DRM)
solutions as content owners are expected to use various DRM
solutions. Also, different types of content require different DRM
technologies.

The C-star channel provides users with the ability to quickly
search, locate and download files for fee or free, depending on
the terms set by the content owners, from anywhere on the peer
network. Users can also find other like-minded content lovers that
share common interests in music or videos.

C-star supports a number of e-commerce models including
subscription and pay-per-play. CenterSpan will derive revenue from
all e-commerce transactions facilitated by the channel.

"We plan to launch the public beta of our new peer-to-peer
distribution channel in the first quarter of 2001, regardless of
whether we are successful in our bid for Scour," stated Steve
Frison, CenterSpan's Senior Vice President of Product Development
and Chief Technology Officer. "Napster and Scour have demonstrated
the power and consumer acceptance of peer-to-peer networks.

However, content owners are unlikely to embrace these new e-
commerce channels until they are confident that their financial
interests are protected and that the networks are secure. To that
end, we believe that the C-star technology platform offers the
most compelling solution for content owners and consumers to
benefit from the legal and secure sharing of digital content over
the Internet."

                    Conference Call Information

Interested parties can access the CenterSpan Scour bid conference
call at 1:30 PM Pacific time on November 29, 2000, by dialing in
to 212/346-6402, or by going to CenterSpan's website at
www.centerspan.com for a live web cast. A replay of this
conference call will be available via the Internet through
CenterSpan's website, and for 48 hours after the call at the dial-
in number 800/633-8284 with passcode 17024842.

CenterSpan Communications Corp. is a developer and marketer of
peer-to-peer Internet communication and collaboration solutions.
The company is developing a next generation peer-to-peer digital
distribution channel enabling members to publish, search and
purchase digital content, such as music and video files, in
a secure and legal environment. CenterSpan is an Intel Capital
portfolio company. Visit www.centerspan.com to learn more.


SERVICE MERCHANDISE: Extending Consulting Agreement with SREV
-------------------------------------------------------------
Upon the expiry of the Original Consulting Agreement with their
Real Estate Consultant, Service Real Estate Venture (SREV), on
November 30, 2000, the Debtors seek authority to extend the
retention of SREV to June 30, 2001 and from month to month
thereafter, with modification of terms to allow for the
employment of a limited partnership in which SREV and G.S.L.
Realty, LLC, a Florida limited liability company will participate
to assist the Debtors in the implementation of certain strategic
real estate initiatives.

SREV has been rendering services to the Debtors pursuant to a Real
Estate Retention Agreement, dated February 21, 2000, which the
Court approved on April 4, 2000. On March 7, 2000, the Debtors
retained the Consultant to provide real estate advisory and
brokerage services necessary in connection with the Subleasing
Program.

The Debtors note that the Subleasing Program has been implemented
more slowly than anticipated, but still there has been tremendous
progress to date. The Debtors recapture that they have obtained
Court approval of 31 sutleases with third parties such as The TJX
Companies, Inc., Best Buy, L.P., AC, Moore, Inc., Bed, Bath &
Beyond, Inc., Office Depot, Inc., Giles Group, Inc., Bally Total
Fitness Corporation and several of the Debtors' landlords. In
addition, the Debtors have recently requested Court approval of
sub-leases with additional third parties, such as Michael's,
PetsMart and Target.

In a number of the motions in which the Debtors seek approval for
leasing/subleasing of Excess Premises, the Debtors reiterate that
pursuant to the Subleasing Program, they have sought authority to
lease or sublease excess retail space in 19 stores to TJX and in
an additional store to H.H. Gregg Appliances and Electronics Inc.
The latter refers to court-approved leasing of space at the
Debtors' fee-owned store #777 located in Franklin, Tennessee to
leading appliance and electronics retailer H.H. Gregg, with rental
revenue anticipated to exceed $250,000 per year for the initial
term. The H.H. Gregg lease is substantially similar to others that
have been reported separately. It also includes the provision for
an attornment and non-disturbance agreement.

As they are now in the continuing process of implementing their
Sublease Program, the Debtors believe they would require the
services of the Consultant. With their experience with the
program, SREV is well-equipped for rendering advise to the
Debtors. Therefore, the Debtors have determined that the requested
extension of the Original Consulting Agreement is well justified.
Moreover, the Debtors believe that the modified retention proposed
will improve the Debtors' ability to negotiate and consummate
subleasing transactions.

Services To Be Rendered

Pursuant to the Amended And Restated Real Estate Retention
Agreement, dated as of November 9, 2000,

(1) The Consultant will provide substantially the same real estate
     consulting services as those described in the Original
     Consulting Agreement.

(2) The use of Outside Brokers will be permitted to the extent
     required to effectively market particular properties, but in
     no event may the Consultant retain an Outside Broker without
     the Debtors' consent, and the Debtors may direct the
     Consultant to retain Outside Brokers for particular
     properties at any time.

(3) G.S.L may engage its affiliate, Creative Realty Group, Inc.
    (CRG) to assist in the marketing of the Debtors' properties,
    and G.S.L. will bear all expenses and fees, if any, associated
    with such engagement. In the past, CRG has acted as a real
    estate consultant to TJX in connection with the Debtors'
    cases. As a material term of the sublease transactions with
    TJX, the Debtors agreed to pay CRG a tenant's commission in
    connection with such transactions.

Compensation

Pursuant to the Agreement, the Debtors have agreed to compensate
the SREV with:

(1) Consulting Fee in the amount of $50,000 per month, to be
     credited dollar-for-dollar against the first Leasing Fees
     (other than the Outside Broker Fees) and the Schedule 1
     Excess Fees earned and paid and the Debtors shall have no
     obligation to pay any Leasing Fees or Schedule 1 Excess Fee
     until the Consulting Fee is credited in full;

(2) (a) Leasing Fee (no Outside Broker) of $2.00 per square foot
        subleased where no Outside Broker is involved;

    (b) Leasinq Fee (Outside Broker) of $3.00 per square foot
        subleased if an Outside Broker participates in accordance
        with the Agreement, provided that the Consultant shall pay
        a commission to any Outside Broker in accordance with the
        Agreement;

(3) Compensation under special provisions for Schedule 1 Deals

    Notwithstanding (1) and (2) above, during the Initial Term, if
    the Debtors enter into a lease or sublease for any of the
    Properties with the tenants/subtenants identified on Schedule
    1 to the Agreement, the Debtors shall pay the Consultant:

    (a) $2.00 per square foot subleased where an Outside Broker is
        involved, and

    (b) an excess fee in an amount equal to $.25 to $.50 per
        square foot subleased where no Outside Broker is involved,
        the exact amount depending on the level of involvement of
        General Partner.

    (c) For Schedule 1 Deals where an Outside Broker is involved,
        an Outside Broker Fee shall be payable to the Outside
        Broker.

The Consultant will be paid upon approval and satisfaction of any
and all contingencies relating to the deal.

(4) Compensation under special provisions for Schedule 2 Deals

    For Schedule 2 Deals which refer to lease/sublease
    transactions previously approved by the Bankruptcy Court,
    within 5 business days of the Court's approval, the Debtors
    shall pay the Consultant $450,000 to be applied toward the
    commissions payable by the Debtors to the Consultant for the
    Schedule 2 Deals. Such commissions will only be due and
    payable upon approval and satisfaction of any and all
    contingencies relating to the deal.

The Debtors have also agreed to reimburse the actual, reasonable
and necessary expenses of the Consultant in accordance with a
budget approved by the Debtors. Single expense items that exceed
$1,000 and are not budgeted must be approved by the Debtors in
advance.

The Debtors tell the Court it is difficult to predict the ultimate
amount of brokerage fees that will eventually be paid, but they
believe that the income that they will receive from the Subleasing
Program more than justifies the compensation payable to the
Consultant.

The Debtors submit that the Consultant is uniquely qualified to
provide the real estate consulting services required by the
Debtors and the continued retention of the Consultant on the terms
as proposed will be in the best interest of their estates.(Service
Merchandise Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


SUBLIMITY INSURANCE: S&P Assigns Bbpi Rating, Citing Weaknesses
---------------------------------------------------------------
Standard & Poor's assigned its double-'Bpi' financial strength
rating to Sublimity Insurance Co. (Sublimity Insurance).
The rating is based on weak operating performance, limited
business scope, and limited geographic diversification. Positive
factors include a conservative investment portfolio and good
liquidity.

Sublimity Insurance (NAIC:26824), based in Sublimity, Ore., writes
mainly private passenger auto and homeowner's insurance. Its
business lies within Oregon and Idaho, and its products are
distributed primarily through independent general agents. The
company, which began business in 1896, is licensed in Idaho and
Oregon and operates as a mutual insurance company.

Major Rating Factors:

   -- Operating performance has been weak, with a five-year
       average ROR of negative 3.7%.

   -- The company's business scope is considered limited. Surplus
       was $2.4 million at year-end 1999, and total 1999 net
       premiums written amounted to $5.0 million.

   -- The company's geographic and product line concentrations are
       high with respect to current capitalization. In 1999, 75%
       of direct premiums were in Oregon.

   -- Capitalization is extremely strong, as indicated by a
       Standard & Poor's capital adequacy ratio of 182.5%. In
       light of the company's geographic concentration, however,
       an even greater level of capitalization is required for a
       higher rating.

   -- The company's investment profile is conservative, with total
       common and preferred stock representing just 2.6% of
       surplus.


SUNDOG CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: SunDog Construction Services, Inc.
        112 A Street
        Wilmington, DE 19801

Type of Business: Provide propane fuel for residential heating and
                  temporary fuel for temporary heaters on
                  construction sites.

Chapter 11 Petition Date: November 21, 2000

Court: District of Delaware

Bankruptcy Case No.: 00-04363

Debtor's Counsel: Henry A. Heiman, Esq.
                  Heiman, Aber, Goldlust & Baker
                  702 King Street, Suite 608
                  P.O. Box 1675
                  Wilmington, DE 19899

Total Assets: $ 1,200,000
Total Debts : $ 1,000,000

20 Largest Unsecured Creditors

Tarantin Tank                                             $ 76,686

First Sierra                                              $ 15,595

Finoval Financial                                          $ 9,570

Ford Motor Credit                                          $ 8,997

Ford Motor Credit                                          $ 7,613

First Union                                                $ 6,171

Ford Motor Credit                                          $ 5,995

Sunoco                                                     $ 5,742

Keystone Leasing                                           $ 5,697

Bank of Blue Valley                                        $ 4,800

Old Kent Leasing                                           $ 4,681

GF Funding                                                 $ 4,067

Ford Motor Credit                                          $ 3,549

American Express                                           $ 3,307

First Union                                                $ 2,291

American Welding                                           $ 1,521

Wilmington Trust                                           $ 1,496

Centerpoint Financial                                      $ 1,432

Eastburn Studios                                             $ 429

Controls, Inc.                                               $ 382


SUNDOG ENERGY: Case Summary and 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: SunDog Energy, Inc.
        112 A Street
        Wilmington, DE 19801

Type of Business: Provide temporary heating and Air Condition for
                   construction sites

Chapter 11 Petition Date:  November 21,2000

Court: District of Delaware

Bankruptcy Case No.: 00-04364

Debtor's Counsel: Henry A. Heiman, Esq.
                  Heiman, Aber, Goldlust & Baker
                  702 King Street, Suite 608
                  P.O. Box 1675
                  Wilmington, DE 19899

Total Assets: $ 1,400,000
Total Debts : $  700,000

20 Largest Unsecured Creditors

Three B's
Jeffrey Weiner, Esquire
1332 King Street
Wilmington, DE 19801                                     $ 504,000

Tarantin Tank                                             $ 76,686

First Sierra                                              $ 15,595

Ford Motor Credit                                          $ 8,997

Ford Motor Credit                                          $ 7,613

First Union                                                $ 6,171

Ford Motor Credit                                          $ 5,995

Sunoco                                                     $ 5,742

Keystone Leasing                                           $ 5,697

Bank of Blue Valley                                        $ 4,800

Old Kent Leasing                                           $ 4,581

GF Funding                                                 $ 4,067

Ford Motor Credit                                          $ 3,549

American Express                                           $ 3,307

First Union                                                $ 2,291

American Welding                                           $ 1,521

Wilmington Trust                                           $ 1,496

Centerpoint Financial                                      $ 1,432

Eastburn Studios                                             $ 429

Controls, Inc.                                               $ 382


SUNTERRA: Suggests European Operations Critical Part of Strategy
----------------------------------------------------------------
Sunterra Corporation will not sell its European subsidiary, Grand
Vacation Company, citing it as a critical piece of the company's
strategy to be a global integrated provider of distinctive
vacation experiences.

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

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

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

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


SUN HEALTHCARE: Stipulates to Relief from Stay for Injury Claim
---------------------------------------------------------------
The Debtors consent to lift the automatic stay to permit Shirley
Lucille Smith and her representative R. Douglas Permenter to
prosecute State Court Action pending before the Circuit Court in
and for Escambia County, Florida (Case: No. 99-CA 81 D-Bell).

Ms. Smith allegedly sustained injuries at the facility: SunScript
Pharmacy Corporation.

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)


TEARDROP GOLF: Expects to File Form 10-Q Today -- Finally
---------------------------------------------------------
Dow Jones reports that TearDrop Golf Co. intends to file its Form
10-Q with the Securities and Exchange Commission for the quarter
ending Sept. 30 today.  According to a company recent press
release, the Nasdaq threatened to delist the company on its
opening on Dec. 1, unless they file the form.

Teardrop's press release on Nov. 17 stated that the company is
currently being challenged financially.  The company is juggling
its options, one of which is seeking for protection under Chapter
11 of the Bankruptcy Code.

The TearDrop(R) Golf Company (www.teardropgolf.com) is the leading
manufacturer of premium putters using ROLL-FACE(TM) Technology.
TearDrop's wholly owned subsidiaries, Tommy Armour(R) Golf
(www.armourgolf.com) and RAM(R) Golf (www.ramgolf.com), are two of
the world's finest manufacturers of golf clubs and accessories.


TY COBB: Fitch Places BBB-Rated Obligations on Watch List
---------------------------------------------------------
Fitch places its `BBB` rating on Rating Watch Negative for the
Hospital Authority of the City of Royston's (Georgia) $18.9
million revenue anticipation certificates (Ty Cobb Healthcare
System, Inc. Project), series 1999.

The bonds have been placed on Rating Watch Negative due to Ty Cobb
Healthcare System, Inc.'s (Ty Cobb) weakening financial
performance and the potential financial impacts of its recent
acquisition of a facility from LifePoint Hospitals. Operating
performance through 9 months ended Sept. 30 2000 has declined due
to rising expenses associated with Ty Cobb's use of nursing agency
staff ($675,000) and the lapse of an anesthesiologist contract
($400,000). These operating pressures have resulted in an
operating margin of 0.3% for the 9 months ended 2000 versus 6.4%
versus 9 months ended of 1999.

In addition, Ty Cobb has acquired 56-bed Barrow Medical Center
(BMC) located in Winder, GA. Ty Cobb purchased the assets of this
organization from LifePoint Hospitals of Brentwood-TN for
approximately $2 million. Management expects BMC (which is
currently not profitable) to reach break-even profitability levels
within the next 8 months of operation. Ty Cobb also plans on
issuing $8-10 million of additional debt in the second quarter of
fiscal 2001 to refinance the acquisition loan and routine capital
expenditures at the newly acquired BMC as well as renovations at
the Hartwell facility. Fitch will continue to evaluate Ty Cobb's
performance over the next 6-8 months.

Located in Royston and Hartwell, Georgia (approximately 100 miles
northeast of Atlanta), Ty Cobb operates a small health care system
with two acute care hospitals (153 staffed beds), three skilled
nursing facilities (352 staffed beds), and other related entities.


VENCOR, INC: Company Asks Court to Approve Disclosure Statement
---------------------------------------------------------------
The Debtors, by and through their attorneys, Cleary, Gottlieb,
Steen & Hamilton and Morris, Nichols, Arsht & TunnelL, move the
Court, pursuant to section 1125 of The Bankruptcy Code and Rule
3017 of the Bankruptcy Rules, for approval of their First Amended
Disclosure Statement, filed November 6, 2000. With respect to
certain classes of claimants under the Plan, the Debtors seek
approval of Short-Form Disclosure Statement, filed November 6,
2000.

The Debtors submit that their 141-page-plus-exhibits Disclosure
Statement contains adequate information, within the meaning of
section 1125 of the Bankruptcy Code, of a kind and in sufficient
detail that would enable a hypothetical reasonable investor to
make an informed judgment about whether to vote to accept or
reject the Joint Plan.

The Debtors also submit that the 64-page Short-Form Disclosure
Statement which is solely for distribution to the members of
Classes 3A, 3B, 12A and 12B under the Plan, contains adequate
information for the intended members, but does so in abbreviated
form.

As detailed in the Plan:

   - Class 3A is the Convenience Class of

      (i)  all Trade Claims, Malpractice and Other Litigation
            Claims, Benefits Claims, Indemnification Claims,
            Employee Contract Claims and Unsecured Claims held by
            a Person or Entity where the aggregate amount of such
            Allowed Claims is $3,000 or less, or

      (ii) the Claim of a Person or Entity holding Trade Claims,
           Malpractice and other Litigation Claims, Benefit Claims
           or Unsecured Claims that elects to reduce the aggregate
           amount of its Allowed Claim to $3,000 or less.

   - Class 3B under the Plan consists of Trade Claims, Malpractice
      and Other Litigation Claims, Benefits Claims,
      Indemnification Claims, Employee Contract Claims and
      Unsecured Claims that are not Convenience Claims.

   - Classes 12A and 12B consist of the holders of Common Equity
      Interests and Common Equity Securities Fraud Claims,
      respectively.

To give an idea of the estimated magnitude of Class 3A and Class
3B Claims, the Debtors tell Judge Walrath that over 14,000
claimants holding liquidated, undisputed, non-contingent claims
are listed on the Debtors' schedules, as amended, and there exist
over 4,300 holders of record of the Debtors' Old Common Stock. The
Debtors note that reducing the number of pages to be distributed
to these claimants by more than half will help to reduce expenses.
(Vencor Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WEINER'S STORES: Taps DJM Asset Management To Liquidate 39 Stores
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved Weiner's Stores' retention of DJM Asset Management LLC as
real estate advisor to dispose of selected properties in three
states, according to a newswire report. DJM will market 39 retail
leases in locations throughout Texas, Louisiana and Arkansas.
Weiner's, a family apparel retailer, operates 141 stores in Texas,
Louisiana, Arkansas, Mississippi and Alabama. It has been
operating under bankruptcy since October. Based in Melville, N.Y.,
DJM Asset Management LLC helps retailers dispose of unwanted
locations. (ABI, 27-Nov-00)


XDOGS COM: Disagreement Leads to Change in Auditing Firm
--------------------------------------------------------
On August 11, 2000, XDogs Com, Inc. engaged the firm of Cordovano
and Harvey, CPA's, of Denver, Colorado, as independent accountants
for the fiscal year ended March 31, 2000.  The company's former
certified public accountants, McGladrey & Pullen, LLP, independent
CPS's resigned effective August 10, 2000.  The change of
accountants was approved by XDogs' Board of Directors.

In the period from the date of engagement to the date of their
resignation on the date of engagement of the new accountants, the
company and its former certified public accountants, McGladrey &
Pullen, LLP., CPA's had a disagreement in accounting regarding the
granting of equity instruments to employees and non-employees.
Stock options to issue a total of 824,500 shares at exercise
prices between $2.875 and $3.2815 per share were involved. XDogs
says it had no disagreement concerning the valuation to be
charged. However, the company did not believe that the charges
should have been reflected in the same fiscal quarters as did its
accountants. It is to be noted that the former auditor's report on
the financial statements did not contain an adverse opinion or a
disclaimer of opinion, nor was it qualified or modified as to
uncertainty, audit scope, or accounting principles.


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

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

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

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

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

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

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

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

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

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

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

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

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

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


                           *********

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

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

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

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


                           *********

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

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

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

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

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

                * * * End of Transmission * * *