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        T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, November 30, 2000, Vol. 4, No. 234

                            Headlines

AGCO CORPORATION: Moody's Reviews Long-Term Ratings for Downgrade
AGRIBIOTECH: Court to Consider Disclosure Statement on Dec. 20
AHT CORP: Cybear Group Acquires Internet Provider's Assets
ANKER COAL: Everything Looks Good Until You Reach the Bottom Line
AVIVA PETROLEUM: Chapter 11 Plan Declared Effective on Nov. 17

CAMBIOR, INC: Sells Stake in La Granja To Billiton for $35MM
CANFIBRE OF RIVERSIDE: Lenders Agree to Fund DIP's Operations
CHECKERS DRIVE-IN: Board Offers CEO Dorsch Another Five Years
CHIPSHOT.COM: Eco Associates Acquires Golf Retailing Assets
CLARIDGE HOTEL: Files 2nd Amended Joint Plan of Reorganization

DICTAPHONE CORP: Moody's Junks Senior Subordinated Notes Due 2005
DRKOOP.COM: PwC Agrees to Continue Auditing through 3rd Quarter
DRUG EMPORIUM: Nasdaq Considers Delisting Shares
FREMONT LIFE: S&P Lowers Insurer's Strength Rating to Bpi
FRUIT OF THE LOOM: Committee Retains Rosenthal for Litigation

GENCORP INC: Moodys Rates $500MM Senior Bank Facility at Ba2
GENESIS/MULTICARE: Accord Restructures ElderTrust Properties
GLOBAL TELSYSTEMS: Moodys Cuts Junks Senior Unsecured Rating
HARNISCHFEGER: Setoff Gives $193,693 to Beloit Canada Estate
HEALTH PARTNERS: S&P Affirms CCCpi Financial Strength Rating

J.P. MORGAN: S&P Cuts Rating on Series 1995-Cl Mortgage Notes
JCC HOLDING: Report Praises New Orleans Casino's Contributions
LAIDLAW, INC: Anticipate Year-End Results Report in Mid-December
LEHMAN BROS: S&P Rates Series 2000-LLF C7 Mortgage Certificates
MERISEL: Arrow Electronics Buys MOCA Assets for $191 Million

NETTEL COMM: Broadband Assets Will be Auctioned on Dec. 8
NEXTWAVE: Supreme Court Won't Hear Airwaves Dispute with FCC
OAKWOOD HOMES: Reports $82.9 Million Net Loss in Fourth Quarter
OWENS CORNING: Brobeck Phleger Serves as Special Asbestos Counsel
PAULA INSURANCE: S&P Assigns Bpi Financial Strength Rating

PHAR-MOR: Fleet Bank Backing New $150 Million Revolver
PILLOWTEX: Employing Jones Day as Lead Bankruptcy Counsel
RITE AID: Class Action Plaintiffs Get $155MM & Litigation Claims
SAFETY COMPONENTS: Fiscal Year-End Matches Plan's Effective Date
SERVICE MERCHANDISE: Keen Out, Grubb & Ellis and Centennial In

STAR TELECOMMUNICATIONS: Thinks Financials Give Accurate Picture
SUN HEALTHCARE: Agrees to Modify Stay for SunBridge Claimant
TOWER AIR: GMAC Asks for Conversion to Chapter 7 Liquidation
UNAPIX ENTERTAINMENT: Files Chapter 11 Petition in New York
UNAPIX ENTERTAINMENT: Case Summary & Largest Unsecured Creditors

UNAPIX PRODUCTIONS: Case Summary & 11 Largest Unsecured Creditors
VENCOR, INC: Disclosure Statement Objections Due Tomorrow
VIRGINIA HEALTH: Citing Very Weak Earnings, S&P Gives Bpi Rating

                            *********

AGCO CORPORATION: Moody's Reviews Long-Term Ratings for Downgrade
-----------------------------------------------------------------
Moody's Investors Service is reviewing the long-term ratings of
AGCO Corporation for possible downgrade following the company's
announcement that it will acquire Ag-Chem Equipment Co., Inc. with
a combination of AGCO stock and cash valued at $25.80 per Ag-Chem
share. Total consideration will be approximately $250 million plus
a small amount of assumed debt. Ratings under review are Ba1
rating of $1 billion senior unsecured bank credit facility, Ba1
senior implied rating, Ba2 issuer rating, and Ba3 rating of $250
million of subordinated notes. The review will focus on the degree
to which the debt component used to fund the cash portion of the
acquisition will further strain AGCO's already limited financial
flexibility. Despite the progress AGCO has made in reducing its
fixed cost structure, the downturn in the North American
agricultural equipment sector has severely eroded the company's
debt protection measures. Through September 30, 2000 the company's
ratio of EBITDA minus capex to interest was approximately 1 times
and debt to EBITDA for the twelve month period was about 5.7
times. These already weak measures will likely weaken further as a
result of this acquisition.

AGCO Corporation, headquartered in Duluth, GA, is a global
designer, manufacturer, and distributor of agricultural equipment
and related replacement parts.


AGRIBIOTECH: Court to Consider Disclosure Statement on Dec. 20
--------------------------------------------------------------
AgriBio Tech, Inc. filed a Plan of Reorganization and related
Disclosure Statement with the U.S. District Court. The Court
scheduled a December 20th hearing to consider approving the
adequacy of the Disclosure Statement. The Company, which has been
operating under Chapter 11 protection since January 25, 2000, has
the exclusive right to solicit acceptances to the Plan of
Reorganization until January 19, 2001. (New Generation Research  
Inc., 28-Nov-00)


AHT CORP: Cybear Group Acquires Internet Provider's Assets
----------------------------------------------------------
Andrx Corporation - Cybear Group (Nasdaq:CYBA) announced that it
had acquired substantially all of the operating assets of AHT
Corporation (Nasdaq:AHTCQ).

AHT, a national provider of Internet-based healthcare e-commerce
among physicians, other healthcare providers and healthcare
organizations, voluntarily filed for bankruptcy protection in
September of this year, and the assets acquired by Cybear include
all of AHT's patents, licenses and trademarks, and current client
contracts. The acquisition arose out of the $4 million secured
loan that Cybear made to AHT in March 2000. For the quarter ended
September 30, 2000, Cybear reserved the full amount of this note
due to the uncertainty of collection resulting from the AHT
bankruptcy filing. Under the terms of the acquisition agreement,
which was approved by the United States Bankruptcy Court on
November 22, 2000, an independent valuation will determine the
value of the assets acquired by Cybear, and the amount, if any, of
Cybear's deficiency claim against AHT. Any deficiency claim will
attach as a first senior lien and security interest against all of
the remaining assets of AHT, including proceeds from the
litigation AHT commenced against BioShield Technologies, Inc. and
certain of its officers and directors, in connection with the
alleged breach of their announced merger agreement.

Tim Nolan, Cybear's President and Chief Operating Officer stated:
"Cybear extended its loan in order to obtain access to
technologies only offered by AHT.

While it is unfortunate that AHT was forced to file for
bankruptcy, we view the acquisition of their assets as an
opportunity to capitalize on the strengths of both companies. We
have begun the transition of the AHT technology into Cybear's
operating plan, to further expand Cybear's online application
offerings, and anticipate additional synergies between the two
organizations."

Andrx Corporation - Cybear Group stock tracks the business of
Cybear, Inc., which is headquartered in Boca Raton, Florida, and
is an Internet Service Provider (ISP) and Applications Service
Provider (ASP) for the healthcare industry. Cybear uses its own
secure private network to provide access to the Internet, email,
and productivity applications available on a transaction or
subscription basis to physicians, physician organizations,
pharmacies, and hospitals. More information and subscriptions to
dr.cybear and rx.cybear, Cybear's Internet products, are available
online at www.cybear.com or be calling 877/999-3001.


ANKER COAL: Everything Looks Good Until You Reach the Bottom Line
-----------------------------------------------------------------
Anker Coal Group, Inc., in its financial results for the third
quarter and nine month period ended September 30, 2000, reports
adjusted EBITDA of $5.4 million for the quarter ended September
30, 2000, an increase of 2% from adjusted EBITDA of $5.3 million
in the same period of 1999.

The cost per ton of operations and selling expenses for company-
produced and brokered coal for the quarter ended September 30,
2000, was $24.93 compared to $24.84 per ton for the quarter ended
September 30, 1999, an increase of less than 1%.

The company reported revenues of $58.4 million for the third
quarter of 2000, a decrease of 3% from the $60.0 million of
revenues for the same period of 1999. The decrease in revenues was
primarily attributable to the lower coal sales volume and was
partially offset by increased sales volume in the company's ash
and waste fuel operations.

Gross profit for the third quarter of 2000 was $1.5 million
compared to gross profit of $1.4 million for the third quarter of
1999. Net loss declined $2.1 million, or 38%, from a net loss of
$5.6 million in the third quarter of 1999 to a net loss of $3.5
million in the current quarter. Bruce Sparks, President of the
Company, noted that "although the company recorded a third quarter
net loss, the fact that we have maintained our gross profit levels
and reduced our net loss, despite slightly lower revenue, is
evidence that the company's revised business plan continues to
have a positive impact on the company's financial performance."

The company also reported adjusted EBITDA of $17.7 million for the
nine months ended September 30, 2000, as compared to adjusted
EBITDA of $13.9 million for the same period of 1999, an increase
of $3.8 million or 27%.

The cost per ton of operations and selling expenses for company-
produced and brokered coal was $24.66 for the nine months ended
September 30, 2000, compared to $25.00 per ton for the same period
of 1999, a decrease of 1%.

The company's reported revenues for the first nine months of 2000
were $170.7 million, a decrease of 2% from the $173.7 million of
revenues for the first nine months of 1999. Again, the decline in
revenues was primarily attributable to lower sales volume of
company-produced coal. This was partially offset by increased
sales volume in both the Company's brokered coal operations and
its ash and waste fuel operations.

Gross profit for the nine months ended September 30, 2000, was
$6.2 million compared to $2.9 million for the same period of 1999,
an increase of $3.3 million, or 114%. Net loss declined $8.3
million, or 46%, from a net loss of $17.9 million for the nine
month period ended September 30, 1999, to a net loss of $9.6
million for the nine month period ended September 30, 2000.


AVIVA PETROLEUM: Chapter 11 Plan Declared Effective on Nov. 17
--------------------------------------------------------------
Aviva Petroleum Inc. (OTC Bulletin Board: AVVPP) reports that,
following approval by the court and creditors, the voluntary
petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code filed by its wholly-owned subsidiary Aviva
America, Inc. on July 21, 2000 became effective on November 17,
2000. There remain certain matters before the court regarding
implementation of the reorganization plan.


CAMBIOR, INC: Sells Stake in La Granja To Billiton for $35MM
-------------------------------------------------------------
According to Reuters, ailing gold mining company Cambior, Inc., is
selling its stake in Peru's La Granja copper project to Billiton
Plc.  Aluminum producer Billiton will pay $35 million for
Cambior's 100% stake.  Cambior President Louis Cignac indicates
that the proceeds of the sale will be used to reduce debts to $129
million from $164 million.  "This reduces the debt and obviously
it was a major component in the restructuring," Cignac added.

As previously reported in the Troubled Company Reporter on Oct.
31, Cambior announced that it faced a Nov. 30 deadline to submit
its committed arrangements to repay or refinance the balance of
its bank loan.  Cambior Inc. is an international gold producer
with operations, development projects and exploration activities
throughout the Americas. Cambior's  shares trade on the Toronto
and American (AMEX) stock exchanges under the  symbol "CBJ".


CANFIBRE OF RIVERSIDE: Lenders Agree to Fund DIP's Operations
-------------------------------------------------------------
CanFibre of Riverside Inc., a paper-fiber recycling firm in San
Diego County, California, that recently filed Chapter 11 in the
U.S. Bankruptcy Court in Delaware, has reportedly signed a deal
under which some of its lenders will release funding to help cover
the Company's cash needs so that it can continue operating.

CanFibre, which recycles and manufactures fiberboard, has had a
series of problems since it opened up its $110 million credit
facility a year and a half ago, including difficulties with
equipment and pressures from the outside.  The engineering firm
that CanFibre retained to build a plant went bankrupt, while Kafus
Industries Ltd., a Canadian firm that owned 86% of CanFibre's
stock, itself filed for bankruptcy protection and could no longer
provide any funding for CanFibre.  For a free copy of an article
about CanFibre of Riverside call 800-407-9044. (New Generation
Research, Inc. 28-Nov-00)


CHECKERS DRIVE-IN: Board Offers CEO Dorsch Another Five Years
-------------------------------------------------------------
Checkers Drive-In Restaurants, Inc. (Nasdaq: CHKR) reported that
after one year into a two-year contract with its new Chief
Executive Officer, Daniel J. Dorsch, the Board has decided to
offer Dorsch an early extension to his contract for another five
years.   Daniel J. Dorsch joined Checkers Drive-In Restaurants as
its CEO, President, and Corporate Director last December at a time
when the company faced "a going concern" opinion by its auditors
due to senior debt coming due in April and June.

Checkers Drive-In Restaurants, Inc. not only met those repayment
deadlines under Mr. Dorsch's leadership, but now has a new story,
a new attitude and a new outlook.  Dorsch has moved quickly to
overhaul the Checkers/Rally's system beginning with the successful
pay down of approximately $55,000,000 of debt during the last
year.

Vice Chairman Peter O'Hara commented, "Dan joined Checkers Drive-
In Restaurants at a difficult time, and I am personally gratified
by the way he attacks the issues and brings the team together.  
You have no choice but to get motivated once you work with Dan.  
His background in restaurant chain management and relationship
building with franchisees and staff is just what we needed in this
company.  He knows what the company needs, he listens to input and
he gets it done with relentless commitment.  The franchise and
corporate communities trust his direction and support him
completely."

O' Hara continued, "Dorsch had one year remaining on his original
two-year contract, but the Board decided we needed to demonstrate
that his leadership is a key for the future of our brands.  In
addition to salary, bonus, and benefits adjustments, Dan was
granted 400,000 new stock options to be exercised over his
agreement at various strike prices bringing his potential
stock holdings when exercised to approximately 614,000 shares in
Checkers Drive-In Restaurants."

Daniel J. Dorsch, Chief Executive Officer & President, commented,
"I am pleased with the progress we have made during the last 11
months, but we are nowhere near our potential as a brand.  I
appreciate the Board of Directors' belief in me, and the move to
make me a new offer earlier than anticipated.

They have been a very good Board to work with, and they have let
me make the changes we needed to get this company heading in a new
direction.  Dorsch continued, "We have made substantial progress
with our debt pay down and now, as they say, we just might have an
opportunity to make some history.  After all, we have great
tasting burgers, fries, and a whole new attitude."

Checkers Drive-In Restaurants, Inc. and its franchisees own
approximately 433 Checkers operating primarily in the Southeastern
United States and approximately 457 Rally's operating primarily in
the Midwestern United States.


CHIPSHOT.COM: Eco Associates Acquires Golf Retailing Assets
-----------------------------------------------------------
Eco Associates, an Austin-based affiliate of Interfase Capital,
announced that it has signed a definitive agreement to acquire
substantially all the assets of Chip Shot Golf Corporation, a
Sunnyvale, Calif.-based online retailer of golf merchandise
through its Chipshot.com Web site.

The company filed for Chapter 11 bankruptcy protection on Sept.
28, 2000. Interim financing of Chipshot.com operations is being
provided by Eco Associates until the asset purchase is completed,
at which time a restructuring plan will be implemented. Terms of
the transaction were not disclosed.

"Chipshot.com is an excellent franchise that quickly grew to
become the Internet's leading retailer of custom-built, tour-
quality clubs," said Scott J. Hyten, Interfase's Managing General
Partner and Chief Executive Officer. "We plan to outsource and
restructure Chipshot.com's non-core functions so that management
can continue focusing on development of unique product and service
offerings."

Interfase and Eco Associates affiliates, Exoplex and Outback Data,
will assume key technology and hosting/fulfillment functions of
Chipshot.com's restructured operations. In addition, Chipshot.com
will become a featured merchant of Mall.com, another Interfase
affiliate, which will further extend the current reach of
Chipshot.com through targeted marketing and promotional campaigns.

                         About Eco Associates

Eco Associates, an Austin-based affiliate of Interfase Capital,
invests in underfunded e-commerce companies that hold market
leadership positions. By outsourcing technology infrastructure and
systems integration to Eco Associates affiliates, acquired
companies are able to reduce costs dramatically and focus
on the development of core vertical markets.

                        About Interfase Capital

Austin-based Interfase Capital invests venture capital funds and
provides value-added services to portfolio companies for
maximizing the development of core businesses. Investments of
Interfase Capital and its Eco Associates affiliate include
Mall.com, the premier online shopping destination; Chipshot.com, a
leading online retailer of golf merchandise; and Urban Box
Office, a multimedia company focused on the urban marketplace.
Principals of Interfase Capital include: Scott J. Hyten, Interfase
President and CEO; Steve Hicks, Chairman of Capstar Partners, LLC;
Ronald C. Carroll, former Chairman of The Continuum Company; and
Jonny Jones, President of Jones-Interfase, LP. More information is
available at http://www.interfase-capital.com.


CLARIDGE HOTEL: Files 2nd Amended Joint Plan of Reorganization
--------------------------------------------------------------
The Claridge Hotel and Casino Corporation, its wholly owned
subsidiary, The Claridge at Park Place, Incorporated and Atlantic
City Boardwalk Associates, L.P., filed a Second Amended Joint Plan
of Reorganization and Disclosure Statement in the United States
Bankruptcy Court in Camden, New Jersey.

The Plan provides for the sale of substantially all of the assets
of CPPI and the Partnership, which assets are the Claridge Casino
Hotel in Atlantic City, New Jersey, to Park Place Entertainment
Corporation.  The Board of Directors has determined that the sale
of the Claridge Casino Hotel to Park Place would return
substantial value to its creditors. The Board's financial advisors
have estimated that noteholders could receive an approximately 80%
recovery. Under the Plan it is estimated that the unsecured
creditors will receive approximately a 60% recovery all payable
shortly after the Effective Date.

Park Place's purchase of the Claridge Casino Hotel is contingent
upon, among other matters, its receiving certain regulatory
approvals from the New Jersey Casino Control Commission and the
confirmation of a Plan of Reorganization by the United States
Bankruptcy Court.

The Court will schedule a hearing on the adequacy of the
Disclosure Statement. Upon Court approval of the Disclosure
Statement, the Plan will be submitted to creditors for a vote.
On August 16, 1999, the Corporation and CPPI, filed voluntary
petitions under Chapter 11 of the U.S. Bankruptcy Code. On October
5, 1999, ACBA filed a voluntary petition under Chapter 11 of the
U.S. Bankruptcy Code. The Claridge Casino Hotel opened in July,
1981 and has 59,000 square feet of casino gaming space. The
Corporation is a closely-held public corporation and is the issuer
of $85 million of 11-3/4% First Mortgage Notes which are publicly
traded on the New York Stock Exchange under the symbol CLAR02.


DICTAPHONE CORP: Moody's Junks Senior Subordinated Notes Due 2005
-----------------------------------------------------------------
Moody's Investors Service lowered the rating to Ca from B3 on
Dictaphone Corporation's outstanding $158 million 11-3/4%
guaranteed senior subordinated notes, due 2005, including $16
million of notes held by an affiliate of Lernout & Hauspie.
Dictaphone's senior implied rating was lowered to Caa1 from B1 and
its senior unsecured issuer rating was lowered to Caa2 from B1.
The ratings outlook is negative.

The ratings downgrades are based upon uncertainties surrounding
the finances of Dictaphone's parent, Lernout & Hauspie, following
Lernout & Hauspie's announcement of plans to restate its FY1998,
FY1999 and FY2000H1 financial statements; Dictaphone's revelation
in its FY2000Q3 and revised FY2000Q2 10-Q filings with the U.S.
Securities and Exchange Commission that in June, 2000 it delivered
a limited guaranty, heretofore undisclosed, covering advances made
to Lernout & Hauspie by Lernout & Hauspie's lenders under a $430
million revolving credit facility arranged in conjunction with the
Dictaphone acquisition; allegations of default by the lenders
pertaining to the revolving credit facility and a $20 million line
of credit extended to Dictaphone by one of the lenders, Deutsche
Bank; and a deterioration in Dictaphone's business over FY2000Q1-
Q3, during which time revenues, on a pro forma basis reflecting
the prospective disposition of the company's electronics
manufacturing services unit, declined from $230 million to $170
million, or by 26.1%. The prospect of events of default being
formally declared by the lenders with regard to the bank facility
and the associated Dictaphone guaranty has arisen with regard to
Lernout & Hauspie's pending restatement of its financial
statements. Lernout & Hauspie's acknowledgment of its accounting
problems, as well as its announcement that it is the subject of a
U.S. SEC investigation, come in the wake of a series of articles
in The Wall Street Journal citing discrepancies and raising
questions pertaining to the company's licensing of its voice
recognition software to customers in Belgium, Korea and Singapore.

The ratings additionally take into consideration Dictaphone's
reliance on Lernout & Hauspie for near-term liquidity. Dictaphone
recorded less than $2 million of cash and cash equivalents and
about $78 million of accounts receivable on its September 30, 2000
balance sheet. The company and Lernout & Hauspie are currently in
discussion with their lenders regarding alleged defaults under the
revolving credit facility as well as the $20 million line of
credit extended to Dictaphone for working capital purposes by
Deutsche Bank, which itself carries a guaranty from Lernout &
Hauspie. Assertions that an event of default may exist, with
regard to the revolving credit facility, and that an event of
default already exists under the line of credit, have been
triggered by the concerns raised by the recent events. As of
November 8, there was a $14.8 million balance outstanding under
the line of credit for which an event of default has formally been
declared by Deutsche Bank against Lernout & Hauspie as guarantor.
Dictaphone does not anticipate that Deutsche Bank will permit any
further draws under the line of credit, and Deutsche Bank has
indicated that the company may have to pay down the line to $12.6
million as a condition to any waivers of events of default that
the bank has claimed exist. Dictaphone may be close to a sale of
its electronics manufacturing services unit in Melbourne, Florida,
as evidenced by its classification of $35.3 million assets for
disposal on a line among the current assets identified on the
company's September 30, 2000 balance sheet. However, this
operation has been subject to prospective divestiture over the
past two years, with an actual sale being continually deferred.

Lernout & Hauspie, which advanced $223 million to Dictaphone upon
closing the acquisition in May and an additional $54 million in
FY2000Q3, reported nearly $200 million of cash, cash equivalents
and marketable securities on its June 30, 2000 balance sheet, as
well as $237 million of accounts receivable, a sharp increase from
$104 million receivables recorded at December 31, 1999. However,
Lernout & Hauspie's actual resources are speculative, pending the
completion of the accounting restatement by the company's
auditors, KPMG International, and an evaluation of an assortment
of transactions with related parties which form the basis for a
portion of the company's receivables. Additionally, the company
has stated that its cash flow from operations for FY2000Q3 will be
negative. Lernout & Hauspie's liquidity has been impaired by a
suspension from trading of its common stock on NASDAQ November 9,
after having plummeted to a price of $6-7/32 per share. The
company has borrowed $200 million under the short-term portion of
its credit facility, which is due on March 31, 2001, and an
additional $30 million under a $230 million five year declining
balance facility. Notwithstanding whether any defaults are
declared under the revolving credit facility, Lernout & Hauspie,
and Dictaphone under the guaranty, will be liable for the $200
million that becomes due unless the March 31 date is extended.
Along with Dictaphone, Lernout & Hauspie is engaged in discussions
with the lenders regarding the restructuring of the loans and
guarantees.

The ratings are supported by Lernout & Hauspie's leading position
in voice recognition software and the importance of Dictaphone's
vertical markets to Lernout & Hauspie's strategy of achieving
greater penetration into North American sales channels,
particularly within the health care sector where Dictaphone has
carved out a significant market share for its products. The new
strategic direction of the merged company will result in the
integration of Lernout & Hauspie's technologies into Dictaphone's
integrated voice and data management systems, resulting in greater
software content combined with an increased level of
customization. Nevertheless, voice recognition software, for all
its advances and potential, remains in its nascent stages of
development, and the growth trajectories for Lernout & Hauspie's
targeted markets remain highly uncertain.

The ratings are additionally buttressed by the recent managerial
and board changes that have been implemented at Lernout & Hauspie,
including the replacement of the company's chief executive and
chief financial officers, which could be welcomed by the company's
lenders and contribute positively to the current discussions
regarding debt restructuring and/or prospective waivers on the
existing covenants.

Lernout & Hauspie, a world leader in automatic speech recognition,
text-to-speech, digital speech compression, text-to-text language
translation and linguistics components technologies customized for
corporate solutions, maintains its world headquarters in the
Flanders region of Belgium and its North American headquarters in
Burlington, Massachusetts.

Dictaphone Corporation, headquartered in Stratford, Connecticut,
is engaged in the design, manufacture, marketing and service of
dictation and voice management and communications recording
systems in selected vertical markets.


DRKOOP.COM: PwC Agrees to Continue Auditing through 3rd Quarter
---------------------------------------------------------------
Drkoop.com, Inc. (Nasdaq: KOOP), a leading Internet Health
Network, announced the re-engagement of PricewaterhouseCoopers LLP
as its independent auditor.  PricewaterhouseCoopers had previously
notified the company of its resignation after the company
completed its private placement of $27.5 million of preferred
stock and warrants in August 2000.  However, following discussions
with the company's new management team, PricewaterhouseCoopers had
agreed to remain as the company's independent auditor through the
completion and filing of the company's third quarter financial
statements, and the company and PricewaterhouseCoopers have now
agreed that PricewaterhouseCoopers will remain as the company's
independent auditor for future periods.

In addition, the company announced that it filed two registration
statements with the Securities and Exchange Commission, which
relate solely to secondary resales of its common stock.  The
registration statements have not been declared effective by the
Securities and Exchange Commission.  These registration statements
do not involve new issuances of securities by the company but
instead relate only to the registration for resale of common stock
held by certain of the company's trade creditors and present and
former business partners and of common stock issuable to investors
in the company's August 2000 private placement upon conversion of
preferred stock and warrants issued to the investors in the
private placement.  As the company has previously reported, the
registration statements were required to be filed to comply with
contractual commitments of the company.  An aggregate of up to
117,659,165 shares of the company's common stock are covered by
the registration statements.  The company will not receive any
proceeds from the resale of the securities covered by the
registration statements.

Registration statements relating to these securities have been
filed with the Securities and Exchange Commission but have not yet
become effective.

These securities may not be sold, nor may offers to buy be
accepted prior to the time the applicable registration statement
becomes effective.  This release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any
sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.

When available, a copy of the prospectus that relates to each
registration statement may be obtained upon written request of the
company at 7000 North Mopac, Suite 400, Austin, Texas 78731, Attn:  
Corporate Secretary.

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


DRUG EMPORIUM: Nasdaq Considers Delisting Shares
------------------------------------------------
Drug Emporium has been notified by the Nasdaq Stock Market that
its common stock has not maintained a minimum bid price of $1.00
per share over the last 30 consecutive trading days, thus failing
to meet the exchange's listing requirements. If the minimum bid
for the Company's share price does not equal or exceed $1.00 for
at least 10 consecutive trading days, its stock will be delisted
on January 26, 2001.  Analysts at F&D Reports spoke with Company
officials following the announcement, however, but Drug Emporium
"couldn't comment on specific strategies to maintain listing
requirements."


FREMONT LIFE: S&P Lowers Insurer's Strength Rating to Bpi
---------------------------------------------------------
Standard & Poor's lowered its financial strength on Fremont Life
Insurance Co. to single-'Bpi' from double-'Bpi', based on
deteriorating earnings due to business cancellation.

The company distributes its products through independent general
agents on a direct basis. In 1987, it ceased writing group
accident and health insurance and individual life coverage and
transferred this business to its affiliate, Menlo Life Insurance
Co. (not rated). Headquartered in Orange, Calif., licensed in 13
states, and operating in 30 states, Guam, and the District of
Columbia. It began operations in 1954.

Major Rating Factors:

   -- The company has displayed an irregular pattern of operating
       earnings, which, in conjunction with its small capital base
       of $12 million, limits the rating. The company has recorded
       negative net income for the past three years, with 1999 net
       income at negative $7 million. The average return on assets
       from 1994 to 1999 was negative 5%.

   -- Premium revenue has displayed volatility due to the run-off
       in group health business. Premium revenue decreased
       dramatically to $867,000 in 1999 from a high of $19 million
       in 1995.

   -- Geographic and product line concentration remain high, with
       80% of direct business written in California.

   -- Capitalization and liquidity were extremely strong at year-
       end 1999, as measured by Standard and Poor's capital
       adequacy and liquidity models. However, total capital
       decreased 36% in 1999 to $12 million.

The company (NAIC:62154) is a wholly owned subsidiary of Fremont
General Corp. (counterparty credit rating single-'B'), a publicly
traded insurance and financial services holding company (NYSE:FMT)
that engages in property and casualty insurance, reinsurance, and
life insurance through its various subsidiaries. The rating does
not include additional credit for implied support.


FRUIT OF THE LOOM: Committee Retains Rosenthal for Litigation
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Fruit of the
Look, Inc., seeks authority from Judge Walsh to retain Rosenthal,
Monhait, Gross & Goddess as local special litigation counsel.

Robert M. Dowd Esq., of Griswold, Lasalle, Cobb, Dowd & Gin, tells
the Court that after an intense investigation, the Committee
determined that it was necessary to bring in special counsel to
complete the analysis of potential claims that the Committee may
assert.   The claims cannot be brought by either of the
Committee's co-counsel, Otterbourg, Steindler or Pepper, Hamilton,
because of existing client representations.  As special litigation
counsel to the FTL Committee, Rosenthal, Gross will:

   a) advise the Committee in its prosecution of claims against
      Fruit of the Loom's prepetition secured lenders

   b) Attend local meetings and assist in negotiations

   c) take all necessary action to protect and preserve the       
      interests of the Committee

   d) assist in preparation of adversary complaints, motions,
      answers, orders, reports and other papers

   e) appear before any Court to protect the Committee's
      interests; and

   f) perform any other local legal services needed

Attorneys from Rosenthal, Monhait will coordinate, and work
closely with, their counterparts at Kasowitz, Benson, Torres &
Friedman, the Official Committee's lead special litigation
counsel.

Mr. Dowd assures the Court of three things. First, Rosenthal,
Monhait qualifies as a disinterested party. Second, the retention
of the firm is necessary and in the best interests of the
Committee and Fruit of the Loom's estate. Third, the Official
Committee promises to work with its legal counsel to avoid
unnecessary duplication of services. Rosenthal, Monhait will be
compensated on an hourly basis, plus reimbursement of expenses
incurred.

Kevin Gross Esq., director of Rosenthal, Monhait, files an
affidavit in support of his firm's retention. Fees per hour are:

   a) Mr. Gross                    $ 300
   b) Carmella P. Keener Esq.      $ 200
   c) Edward B. Rosenthal Esq.     $ 150

Mr. Gross discloses that he represents General Electric Capital
Corporation, a creditor in these proceedings, on a limited basis
in an unrelated case (In re Safety Components International Inc.,
Case No 1644-JJF). However, Mr. Gross assures the Court, both he
and his firm are disinterested within the meaning of 11 U.S.C.
Sec. 101(14). (Fruit of the Loom Bankruptcy News, Issue No. 17;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


GENCORP INC: Moodys Rates $500MM Senior Bank Facility at Ba2
------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to GenCorp Inc.'s
proposed $500 million senior secured bank facility consisting of a
$200 million five-year revolving credit, a $100 million five-year
term loan, and a $200 million seven-year term loan. The new
facility will replace GenCorp's existing Ba2 rated $250 million
senior secured revolving credit facility. The Senior Implied
rating and the Issuer rating are both confirmed at Ba2. The rating
outlook remains negative.

The increased size of the Company's bank credit availability is
necessary to provide borrowing capacity for the announced
acquisition of Draftex International Car Body Seals Division of UK
based The Laird Group plc. GenCorp has indicated that it expects
to pay at closing about 223 million euros (about $190 million) on
a debt-free basis, subject to usual post-closing adjustments. The
final price will represent a multiple of approximately four times
expected 2001 EBITDA. Draftex will bring GenCorp about $415
million in global automotive sealing sales and would thus nearly
double annual GenCorp's total vehicle sealing revenue to about
$875 million. The Company expects Draftex operating margins to be
similar to current margins of about 6.5% currently realized by its
Vehicle Sealing segment.

With the acquisition of Draftex, GenCorp will establish a true
international presence and be able to support OEM customers on a
global basis. It will become #2 in worldwide sales in vehicle
sealing systems, with a strong #3 position in Europe with market
share in excess of 15% (1% share presently) while moving its
domestic position to #1 from #2 with a 30%+ share. Further, the
acquisition will broaden and diversify the Company's customer and
vehicle platform bases and thus lessen its current dependence on
General Motor's and Ford's light truck and SUV platforms by adding
passenger car volume, most notably from VW, Ford, Fiat and
Mercedes. The acquisition will also enable GenCorp to rationalize
and restructure production capacity on both continents to achieve
better utilization and profitability, actions it expects to
initiate prior to year-end.

The ratings reflect GenCorp's moderately high leverage level with
debt to total capital at 51% as of the end of the third quarter
ended August 31, 2000, expected to increase to about 67% upon
completion of the Draftex purchase. The ratings also incorporate
GenCorp's sensitivity to weakness in the auto industry and
particularly, possible consumer shift away from the to-date very
popular light truck/SUV platforms, the high level of customer
concentration, the significant level of post retirement and
environmental liabilities, and the excess capacity presently
within the strategic and space propulsion systems industry.

The ratings, however, also recognize the Company's operational and
product strengths in vehicle sealing systems, liquid and solid
rocket propulsion, and infrared remote sensing segments, its
relatively strong cash flow and debt protection statistics with FY
2000 EBITDA to interest in excess of 10x (EBIT to interest about
7x) and funded debt to EBITDA about 2.4x post acquisition, and the
earnings potential of its Sacramento real estate holdings through
development or sale. Moody's also notes favorably that GenCorp is
the leading North American producer of vehicle body and window
sealing systems with a greater than 50% share, including the four
top selling vehicle platforms.

The rating outlook remains negative primarily because of the
increased leverage initially resulting from the acquisition, but
also due to the generally weakening automotive market environment,
decreasing margins experienced in vehicle sealing, and
vulnerability to consumer shift away from the light truck/SUV
market segment. In addition, Moody's has concern about the
significant level of environmental liabilities. The Company's
balance sheet as of August 31, 2000 reflects its subsidiary
Aerojet's environmental liabilities of about $336 million and
amounts recoverable from the US Government and other third parties
of $208 million. While pricing adjustments in existing government
contracts compensate for the government's share of clean-up costs
related to past work for the US Government (about 88%), full
realization of the recoverable depends on the level of future
space and defense business. In any case, barring a significant
defense related business acquisition, full utilization of the
environmental reserve will likely require in excess of 15 years.

The subject $500 million revolving credit facility replacing the
existing $250 million revolver, will be similarly secured only by
the stock of subsidiaries, and thus is rated at the same Ba2 level
as the Senior Implied. As of August 31, 2000, $195 million was
outstanding under the $250 million facility.

GenCorp has reported for the nine months ended August 31, 2000
total revenue of about $770 million, split 54% aerospace, defense
and fine chemicals and 46% vehicle sealing, and income from
continuing operations of $94 million, split 78%/22%, respectively.
Net after tax income was $122 million. This included an after-tax
$74 million one-time, non-cash credit for the cumulative effect of
accounting change in valuing pension plan assets. Other recent
developments include the termination of joint venture negotiations
with Pratt &Whitney about forming a new space propulsion company
to address the consolidation need within the industry, and the
sale of a 20% equity interest in Aerojet Fine Chemicals for about
$25 million in cash and exchanged an additional 20% equity
interest for an approximate 35% equity interest in NextPharma.
Aerojet contract backlog at August 31, 2000 totaled $1.5 billion
versus $1.6 billion for the same period in 1999.

GenCorp Inc., located in Sacramento, CA, is a manufacturing
company operating in two business segments: aerospace, defense,
and pharmaceutical fine chemicals through its Aerojet-General
Corporation and Aerojet Fine Chemicals LLC subsidiaries and the
automotive Vehicle Sealing business. GenCorp spun-off to its
shareholders its decorative and building products and performance
chemicals businesses as a separate publicly traded company named
OMNOVA Solutions Inc. October 1, 1999.


GENESIS/MULTICARE: Accord Restructures ElderTrust Properties
------------------------------------------------------------
Genesis Health Ventures, Inc. and its subsidiary, the Multicare
Companies, Inc. announced today that they have reached agreements
which would restructure their relationship with real estate
investment trust ElderTrust (NYSE:ETT). The companies filed
motions in U.S. Bankruptcy Court seeking approval of the
agreements which are also subject to endorsement by certain other
parties involved in the Chapter 11 restructuring process.

The agreements encompass the resolution of leases and mortgages
for 33 properties operated by Genesis and Multicare either
directly or through joint ventures. Under its agreement, Genesis
will:

   1) assume the ElderTrust leases subject to certain
       modifications, including a reduction in Genesis' annual
       lease expense of $745,000,

   2) extend the maturity and reduce the principal balances for
       three assisted living properties by $8.5 million by
       satisfaction of an ElderTrust obligation of like amount;

   3) acquire a building currently leased from ElderTrust, which
       is located on the campus of a Genesis skilled nursing
       facility, for $1.25 million.

In its agreement with ElderTrust, Multicare will sell three owned
assisted living properties that are mortgaged to ElderTrust for
principal amounts totaling $19.5 million in exchange for the
outstanding indebtedness. ElderTrust will lease the properties
back to Multicare under a new ten year lease with annual rents of
$791,561.

"ElderTrust is a significant lessor and financing source for
Genesis and Multicare. Reaching this agreement with our lenders
and ElderTrust is a critical step in the Genesis and Multicare
reorganization process," said George V. Hager, Jr., Genesis
executive vice president and chief financial officer.

Genesis Health Ventures (OTC:BB:GHVIQ.OB) provides eldercare in
the eastern US through a network of Genesis ElderCare skilled
nursing and assisted living centers and long term care support
services nationwide including pharmacy, medical equipment and
supplies, rehabilitation, group purchasing, consulting and
facility management.


GLOBAL TELSYSTEMS: Moodys Cuts Junks Senior Unsecured Rating
------------------------------------------------------------
Moody's Investors Service has downgraded Global Telesystems Group
Inc.'s ("GTS") senior unsecured rating to Caa3 from Caa1, Global
Telesystems Europe B.V.'s senior unsecured rating to Caa1 from B3,
and Esprit Telecom Group plc's ("Esprit") senior unsecured rating
to Ca from B3. All ratings remain on review for a possible further
downgrade. Other ratings affected are detailed below:

   * Global Telesystems Group Inc.

      a) Senior Implied Rating Caa2 from B2

      b) Senior Unsecured Rating Caa3 from Caa1

      c) Issuer Rating Caa3 from Caa1

      d) Senior Subordinated Rating Ca from Caa2

      e) Preferred Stock "c" from "caa"

   * Global Telesystems Europe B.V.

      a) Senior Unsecured Rating Caa1 from B3

   * Esprit Telecom Group plc

      a) Senior Unsecured Rating Ca from B3

Moody's action follows disappointing financial results, which were
below our expectations and Moody's view that the proposed
restructuring of the GTS group of companies may result in a
further erosion of the credit protection metrics afforded to
holders of both the parent and subsidiary companies debt.

GTS recently announced that it plans to restructure and manage its
operations as four standalone business units. GTS will focus its
future efforts on developing its European Broadband Services
business unit, which includes its IP backbone, pan-European fiber
network, local fiber network and hosting centers and one pair of
Trans-Atlantic lit fiber. GTS plans to sell two of the newly
created business units, GTS Business Services and GTS Central
Europe. GTS Business Services is comprised primarily of Esprit
Telecom and its subsidiaries. GTS Central Europe provides voice,
data and Internet service to businesses in the Czech Republic,
Hungary, the Slovak Republic, Poland and Romania. The company has
indicated that it will evaluate the possible sale of its fourth
business unit, Golden Telecom, which provides telecommunications
and Internet service throughout Russia and the CIS.

At the end of the third quarter, GTS had approximately Euro 800
million in cash and $100 million available under its bank facility
(with an additional $275 million available if certain conditions
are met) to fund capital expenditures, estimated earlier by the
company at $230 million for the balance of 2000 and about $500
million in 2001. In addition, GTS will receive $135 million in
cash from the sale of its 50% interest in FLAG Atlantic.

Nonetheless, Moody's expects that the Business Services division,
which recorded EBITDA losses of $160 million in 1999, and $90
million in the first half of 2000, will continue to stress the
financial performance and liquidity of its parent. GTS has
contributed $ 87 million and $165 million to Esprit Telecom in the
form of equity during 1999 and the first half of 2000.

GTS has indicated that its future financial support for Esprit is
not assured. Moreover, GTS is in the process of soliciting consent
from holders of its 9 7/8% notes due 2005, and has recently
increased the payment for such consent from $10 to $100 as well as
extending the expiration for the consent solicitation. If granted,
such bondholder consent would amend the indenture to remove terms
that presently cross default the GTS notes to an event of default
on the part of Esprit Telecom.

Esprit's next interest payment is due on December 15, and only $17
million of the $29 million payment is held in escrow. In the event
that a payment default were to occur, then Moody's would view
negatively the future ability of both GTS and Esprit to raise
additional debt.

Moody's review will consider the likelihood of a default by
Esprit, the ability and willingness of GTS to support future
capital needs of Esprit, and the impact that a default on Esprit
bonds would have on the ability of GTS to fully fund the future
growth of its Broadband Services division. In addition the review
will assess the likelihood of a successful sale of GTS non-core
divisions, the possible timing and expected proceeds of such sales
as well as the likely capital structure of the restructured
entities.

Global Telesystems Inc. has its headquarters in London, UK.


HARNISCHFEGER: Setoff Gives $193,693 to Beloit Canada Estate
------------------------------------------------------------
The Beloit Debtors sought and obtained the Court's authority to
set off prepetition obligations to Harnischfeger Holdings of
Canada Ltd., f/k/a Beloit Canada Ltd., its former Canandian
subsidiary, against prepetition receivables owed from Harnbo.
Allowing the setoff will result in an immediate payment to
Beloit of $193,693 because as of the Petition Date, $6,364,289 was
due and owing from Harnho to Beloit and $6,170,596 was due and
owing from Beloit to Harnho, the Debtors tell Judge Walsh.

The Debtors note that such setoff is authorized under Canadian,
Wisconsin and New Hampshire law, which would have governed the
legal rights of Beloit and Harnho absent the bankruptcy filing,
and given the commencement of the Debtors' chapter 11 cases, it
can be permitted under the Bankruptcy Code.

The Debtors draw Judge Walsh's attention to Section 553 of the
Bankruptcy Code which preserves (with certain exceptions not
relevant to this Motion) the state law right of a creditor to
offset a mutual debt owing by such creditor to the debtor that
arose before [the petition date] against a claim of such
creditor against the debtor that arose before [the petition date].

To avoid the risk of such prejudice, the Debtors go on, bankruptcy
law imposes the restrictions that, in order to qualify for a
setoff under the Bankruptcy Code, the debts must be (a)
prepetition on both sides and (b) mutual. The Debtors assert that
their requested setoff well satisfy the requirements under
the Bankruptcy Code because both the Beloit Receivable and the
Beloit Payable constitute obligations that arose prior to the
Petition Date, and these obligations are mutually owed by Beloit
and Harnho to each other acting in the same capacity, rather than
to their respective affiliates.(Harnischfeger Bankruptcy News,
Issue No. 32; Bankruptcy Creditors' Service, Inc., 609/392-0900)


HEALTH PARTNERS: S&P Affirms CCCpi Financial Strength Rating
------------------------------------------------------------
Standard & Poor's has affirmed its triple-'Cpi' financial strength
rating on Health Partners of the Midwest (formerly Medical Center
Health Plan).

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

This not-for-profit HMO, with headquarters in St. Louis, and
licensed and operating in Illinois and Missouri, is sponsored by
Barnes-Jewish Hospital (54%), St. Louis Children's Hospital of the
Barnes-Jewish Christian Health System (10%) and Washington
University (36%).

Major Rating Factors:

   -- Risk-based capitalization is very weak, as indicated by a
       Standard & Poor's capital adequacy ratio of 40.5% at year-
       end 1999.

   -- Operating performance has been weak, with a net loss of
       $14.5 million in 1999.

   -- Liquidity is good, with a Standard & Poor's liquidity ratio
       of 119.2%. Enrollment growth is very strong, averaging 15%
       over the past three years.


J.P. MORGAN: S&P Cuts Rating on Series 1995-Cl Mortgage Notes
-------------------------------------------------------------
Standard & Poor's lowered its ratings on J.P. Morgan Commercial
Mortgage Finance Corp.'s commercial mortgage pass-through
certificates series 1995-C1 class F to single-'B' from double-'B'-
minus and class G to single-'D' from triple-'C'.

Concurrently, Standard & Poor's affirmed its ratings on its other
rated classes.

The lowered ratings reflect Standard & Poor's belief that the Blue
Ridge Outlet Center located in West Virginia has had its market
value permanently impaired and that losses could impact classes F
and G. The trustee effected a collateral value adjustment of $9.6
million on this loan. The borrower is currently not making
payments on the loan, and the special servicer is not advancing
the loan's principal and interest payments. The special servicer
determined the advances to be nonrecoverable. As a result,
available funds are not sufficient to satisfy the principal and
interest payments due on class G, the lowest rated class.

The Blue Ridge Outlet Center is currently vacant as a result of
competing centers coming into the market and capturing the outlet
shoppers business. The center's management is attempting to bring
other uses to the center, but is having a difficult time
attracting tenants.

Other than the Blue Ridge Outlet Center loan, there are currently
no other delinquencies or specially serviced loans. The trailing
12-month debt service coverage as provided by the servicer for
2000 is 1.43 times (x) as compared to 1.50x for the trailing 12
months in 1999. The other rated classes have sufficient credit
support at their current levels reflecting loan paydowns, Standard
& Poor's said.--CreditWire

Outstanding Ratings Lowered

J.P. Morgan Commercial Mortgage Finance Corp. series 1995-C1

                                   Rating
   Class                     To               From
   -----                     --               ----
     F                        B                BB-
     G                        D                CCC

Outstanding Ratings Affirmed

J.P. Morgan Commercial Mortgage Finance Corp. series 1995-C1

   Class                          Rating
   -----                          ------
   A-1                            AAA
   A-1X                           AAA
   A-2                            AAA
   A-2X                           AAA
   B                              AA
   C                              A
   D                              BBB
   DX                             BBB
   E                              BB+


JCC HOLDING: Report Praises New Orleans Casino's Contributions
--------------------------------------------------------------
The first year of operation of Harrah's New Orleans has created
extensive positive economic impact on the State of Louisiana,
including $107.1 million in annual new household earnings
statewide and $57.3 million in Orleans Parish alone, according to
a recently completed economic impact study by Loren C. Scott &
Associates, Inc.

The study, commissioned by JCC Holding Company (Amex: JAZ), which
owns the casino, through its wholly-owned subsidiary, Jazz Casino
Company, L.L.C., estimates that the Louisiana State Treasury will
collect an extra $5.9 million in taxes and fees each year in
addition to the annual minimum payment from Harrah's New Orleans.

Dr. Scott estimates that the casino attracts more than two
millions customers from out of state annually.  These out of state
visitors are expected to spend $272.5 million at other New Orleans
businesses during their stay, including hotels, restaurants,
stores and shops.  In addition, Orleans Parish will collect an
extra $538,291 in sales taxes over and above the $20 million in
direct city related payments from JCC Holding.

The economic impact study, which is an update to the original
study that was completed earlier this year, was jointly released
today by Fred Burford, president and chief executive officer of
JCC Holding Company, and Loren C. Scott, PH.D., its author.  The
study, which was based on impact methodology used by the 1999
Louisiana Gaming Control Board Study that was chaired by Dr. Tim
Ryan, estimates the impact of the casino's ongoing operations on
Orleans Parish and the State as a whole.

The study also reports that Harrah's New Orleans' ongoing
operations creates 4,078 new direct and indirect jobs for
Louisiana, making the casino one of the largest employers and
employment engines in the state.

In exit interviews, Louisiana customers report that Harrah's New
Orleans presence reduced the number of trips they make to the
Mississippi Gulf Coast, which Scott concluded means that roughly
$54 million is spent at Harrah's New Orleans, rather than at
Mississippi casinos.

"The loss of the casino, if an amicable deal is not reached, would
be a severe blow to a city that is already reeling from the loss
of white collar oil and gas jobs, the America Classic Voyages
headquarters, and the potential loss of several hundred Entergy
Corporation jobs due to their merger with Florida Power and
Light," said Scott.

Scott is the former Director of Louisiana State University's
Division of Economic Development and Forecasting and the Freeport-
McMoRan Endowed Chair of Economics.  He is the co-developer of the
Louisiana Econometric Model, a model used for providing annual
forecasts of the state's economy that are released each October.

Jazz Casino Company has the exclusive license to own and operate
the only land-based casino in Orleans Parish.  Harrah's New
Orleans Management Company, a subsidiary of Harrah's
Entertainment, Inc. (NYSE: HET), has the management contract for
the casino.  The casino employs approximately 2,900 people with
an annual payroll and benefits of approximately $80 million.  The
100,000 square foot casino is located at Canal Street at the
Mississippi River in downtown New Orleans, and is adjacent to the
French Quarter, the Aquarium of the Americas and the Ernest N.
Morial Convention Center.


LAIDLAW, INC: Anticipate Year-End Results Report in Mid-December
----------------------------------------------------------------
Laidlaw Inc. (NYSE:LDW; TSE:LDM) says that it is now expecting to
release fourth-quarter and year-end financial results towards the
middle of December. The release will be supplemented by a web-cast
conference call.

The company says the complicated nature of the audit, the
requirement for extensive notes to the financial statements and
the lack of financial data from Safety-Kleen Corp., in which it
holds a 44% equity interest are the reasons for the schedule
change from its expected November 30 report date.

Laidlaw Inc. is a holding company for North America's largest
providers of school and intercity bus transportation, municipal
transit, patient transportation and emergency department
management services.


LEHMAN BROS: S&P Rates Series 2000-LLF C7 Mortgage Certificates
---------------------------------------------------------------
Standard & Poor's assigned its preliminary ratings to Lehman Bros.
Floating-Rate Commercial Mortgage Trust 2000-LLF C7 $1.47 billion
multiclass pass-through certificates series 2000-LLF C7.

The preliminary ratings are based on information as of Nov. 28,
2000. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates; the liquidity provided by the
servicer, the trustee, and the fiscal agent; and the economics of
the underlying mortgage loans. Standard & Poor's analysis
determined that, on a weighted average basis, the pool has a debt
service coverage ratio of 1.48 times, based on a weighted average
stress constant of 9.7%, and a loan to value ratio of 66.7%.

A copy of Standard & Poor's complete presale report for this
transaction is available on RatingsDirect, Standard & Poor's Web-
based credit analysis system, at www.ratingsdirect.com. The report
is also available on Standard & Poor's Ratings Services Web site
at www.standardandpoors.com/ratings. Under Presale Reports, select
Structured Finance, then Commercial Mortgage-Backed Securities,
Standard & Poor's said.--CreditWire


PRELIMINARY RATINGS ASSIGNED

   Class                 Rating               Amount

   A                     AAA                 1,096,552,000
   X-1(1)                AAA                   964,994,920(2)
   X-2(1)                AAA                 1,469,995,018(3)
   B                     AA+                    39,677,000
   C                     AA                     36,070,000
   D                     AA-                    21,642,000
   E                     A+                     43,284,000
   F                     A                      21,642,000
   G                     A-                     21,642,000
   H                     BBB+                   23,446,000
   J                     BBB+                   23,446,000
   J-BO                  BBB+                    2,721,193
   J-CW                  BBB+                      957,508
   K                     BBB                    25,249,000
   K-BO                  BBB                     7,049,260
   K-CW                  BBB                     4,960,594
   L                     BBB-                   46,892,000
   L-BO                  BBB-                    3,524,630
   L-CW                  BBB-                    1,655,309
   L-BL                  BBB-                    6,294,076
   M                     BB+                    25,249,000
   N                     BB                      3,607,000
   P                     BB-                     3,607,000
   Q                     B+                      1,803,000
   S                     B                       1,803,000
   T                     B-                      1,442,000
   U                     CCC                     1,442,000


MERISEL: Arrow Electronics Buys MOCA Assets for $191 Million
------------------------------------------------------------
On October 30, 2000, Merisel announced that Merisel, Inc., Merisel
Americas, Inc., and Arrow Electronics, Inc., completed the sale by
Americas of the outstanding capital stock of Merisel Open
Computing Alliance, Inc. to Arrow under a Stock Sale Agreement,
dated September 15, 2000. The Stock Sale Agreement provided for a
purchase price of $110 million, subject to adjustments based on
changes in working capital reflected on MOCA's closing balance
sheet, plus an additional amount up to $37.5 million based upon
development with respect to MOCA's business by the end of March
2001. The preliminary purchase price was approximately $191.2
million of which $18.5 million will be paid by Arrow on a deferred
basis, subject to the collection of specified customer accounts
receivable and returning of certain inventory, and approximately
$57.5 million was for amounts outstanding under the Merisel asset
securitization facility. Based on the preliminary purchase price,
the company expects to realize a gain of approximately $27.4
million from the sale of MOCA, without including the potential
additional $37.5 million. The final purchase price will be
adjusted for actual working capital amounts as of the closing date
determined within 60 days of closing. These adjustments are not
expected to be material.

In connection with the transaction, the company, Americas, MOCA
and Arrow have entered into a transition services agreement by
which Americas will provide logistics management, order
processing, configuration and information technology services to
MOCA for an initial term of six months.


NETTEL COMM: Broadband Assets Will be Auctioned on Dec. 8
---------------------------------------------------------
NETtel Communications, Inc., a Washington, DC-based integrated
communications provider of broadband data and voice services to
medium-sized businesses, will be sold at a bankruptcy auction on
December 8, 2000.

NETtel's advanced, IP/ATM packet-switched network delivers
multiple data and voice services over a single dedicated T-1
connector, as well as some digital subscriber lines.

As of September 30, 2000, the Company had purchased and installed
13 switches connected by 9,000 OC-3 fiber miles in Atlanta,
Boston, Chicago, Dallas, Detroit, Los Angeles, New York, Orlando,
Phoenix, San Diego, Syracuse, Tampa, and Washington, DC, and
billed 1,500 dedicated T-1 clients.

NETtel offers Internet access, data, local and long distance
voice, frame relay, and Web hosting services, and virtual private
networks (VPN's) employing Internet protocol.

NETtel's targeted customer base of underserved medium-sized
businesses represents over 15% of the $295 billion data and voice
communications market. NETtel's product mix, network
infrastructure, and back office operation has generated
substantial revenue growth, to $31.4 million in 1999 from $13.2
million in 1998.

As of September 2000, revenue was approximately $30.5 million with
a $4.1 million monthly revenue run-rate. Prior to the bankruptcy
filing, NETtel marketed through 16 sales offices and 15 exclusive
sales "Branchises" to 19 markets.

The Company filed for bankruptcy under Chapter 11 on October 16,
2000, the case was converted to Chapter 7 on October 23, 2000, and
Wendell W. Webster was appointed as Trustee. On November 22, 2000,
the Trustee received court approval to operate the business for a
period of 60 days to enable its sale as a going concern.

The Trustee will sell NETtel at a live auction on Friday, December
8, 2000, 10:30 a.m. at 1023 31st St., N.W., Washington, DC 20007.
All bidders must submit written bids to counsel for the Trustee by
Thursday, December 7, 2000. The minimum acceptable bid is $20
million, with preference given to cash bids.

All bids must conform to specifications approved by the bankruptcy
court, and must be accompanied by a $2 million deposit (a deposit
returned to unsuccessful bidders).

Bid procedures and NETtel Due Diligence information are available
upon request to:

          WEBSTER, FREDRICKSON & BRACKSHAW
          1819 H St., N.W., Suite 300
          Washington, DC  20006
          (202) 659-8510
          (202) 659-4082 (fax)


NEXTWAVE: Supreme Court Won't Hear Airwaves Dispute with FCC
------------------------------------------------------------
The United States Supreme Court refused to participate in the
two-year-old battle between NetWave Telecom, Inc., and the Federal
Communications Commission for the airwaves.  Because the High
Court denied NextWave's petition for a writ of certiorari
(NextWave Personal Communications, et al. v. Federal
Communications Commission, Case No. 00-447), last year's judgment
from the United States Court of Appeals for the Second Circuit
stands and the FCC will now re-auction the wireless communications
licenses.

NextWave filed for bankruptcy protection in 1998 after making a
10% down payment on various FCC licenses. The company claimed that
the agency depressed the value of the licenses by not making them
available for almost a year and by holding additional auctions in
the interim.


OAKWOOD HOMES: Reports $82.9 Million Net Loss in Fourth Quarter
---------------------------------------------------------------
Oakwood Homes Corporation (NYSE: OH) reported results of
operations for the fourth quarter and fiscal year ended September
30, 2000.

For the three months ended September 30, 2000, the Company
reported a net loss of $82.9 million, or $1.78 per share, compared
with a net loss of $60.3 million, or $1.30 per share in the fourth
quarter of fiscal 1999. For the fiscal year ended September 30,
2000, the Company reported a net loss of $120.9 million, or $2.60
per share, compared with a net loss of $31.3 million, or $0.67 per
share in fiscal 1999. The Company has obtained waivers from its
lenders with respect to a covenant violation under its revolving
credit facility and revolving warehouse facility, and both the
Company's revolving credit facility and its revolving warehouse
facility remain intact.

The fiscal 2000 fourth quarter included several non-cash charges,
the most significant of which is a $66.4 million valuation
allowance related to deferred tax assets. This allowance is
described more fully below. Fourth quarter results also included
other non-cash charges of $22.1 million, on a pre-tax basis,
relating to the financial services division.

During the fourth quarter of fiscal 2000, the Company charged
against earnings a valuation allowance of $66.4 million, or $1.43
per share, related to deferred income tax assets in accordance
with the provisions of Statement of Financial Accounting Standards
No. 109 ("SFAS 109"). Because the Company has operated at a loss
in its two most recent fiscal years and because management
believes difficult competitive conditions will continue for the
foreseeable future, management believes that under the technical
provisions of SFAS 109, it is no longer appropriate to record
income tax benefits on current losses in excess of anticipated
refunds of taxes previously paid. The Company has established
valuation allowances against the tax benefits of substantially all
its net operating loss carryforwards and deductible temporary
differences between financial and taxable income. As a
consequence, the Company's results for the quarter and full fiscal
year reflect income tax expense, notwithstanding the fact that the
Company reported losses for such periods. The valuation allowance
will be reversed to income in future periods to the extent that
the related deferred income tax assets are realized as a reduction
of taxes otherwise payable on any future earnings or the valuation
allowances are otherwise no longer required.

At September 30, 2000, short-term borrowings outstanding under the
Company's revolving credit facility and revolving warehouse
facility were $1.5 million and $64.0 million, respectively.
Amounts outstanding vary based on the timing of securitization
transactions. Management believes that the Company's short-term
credit facilities, which expire in August 2001, are adequate for
its current needs. The Company is currently negotiating new credit
facilities which would provide longer-term liquidity, although
there can be no assurance that the Company will be able to
finalize such facilities.

The results for the fourth quarter of fiscal 2000 also included
pre-tax charges of $3.0 million related to the restructuring of
the Company's operations. The Company reduced its workforce by
approximately 250 people, incurring severance and other benefit-
related costs, and idled one manufacturing location. Results for
the fourth quarter of fiscal 1999 included pre-tax restructuring
charges of $25.9 million.

During the quarter ended September 30, 2000, the Company also
recorded pre-tax charges of $15.5 million relating to the
impairment of the value of certain retained interests in loan
securitizations and other financial services-related charges. The
fourth quarter of fiscal 1999 included similar pre-tax charges
aggregating $25.5 million.

Results for the quarter also reflect the completion of a $267
million securitization. The sale of the asset-backed securities
resulted in a pre-tax loss of $4.0 million compared with a pre-tax
loss of $7.6 million in the fourth quarter of fiscal 1999. The
Company also recorded a pre-tax provision of $2.6 million at
September 30, 2000 to reduce the carrying value of loans held for
sale to a lower of cost or market basis at that date. In the
fourth quarter of fiscal 1999, the comparable pre-tax provision
was $3.7 million.

Retail sales for the quarter ended September 30, 2000 were $201.2
million compared with $238.3 million in the fourth quarter last
year, while total sales declined from $365.2 million to $310.5
million. Total revenues were $321.5 million in the fourth quarter
of fiscal 2000 compared with $362.2 million in the fourth quarter
of fiscal 1999. For the fiscal year ended September 30, 2000,
retail sales, total sales and total revenues were $769.0 million,
$1,189.9 million, and $1,284.1 million, respectively, compared
with $1,037.0 million, $1,496.4 million and $1,589.2 million,
respectively, last year.

Duane D. Daggett, President and Chief Executive Officer, stated:
"Operating results for the fourth quarter and full fiscal year
reflect extremely competitive industry conditions caused by an
excessive number of retail outlets and high inventory levels.
These conditions are expected to continue until inventory supply
comes into balance with consumer demand.

"Since the beginning of this industry cycle, our attention has
been focused on areas within our control: inventory reduction,
liquidity improvement and cost control. We have consistently
maintained that focus and will continue to do so during fiscal
2001. During the year ended September 30, 2000, we reduced
inventory by $121 million, and our current plans call for us to
reduce inventory by an additional $50 million to $75 million in
fiscal 2001. Cash flow from operating activities was a positive
$146 million for fiscal 2000 as compared with cash used of $62
million for the prior year. Total debt (including short-term
borrowings) was reduced from $552 million at September 30, 1999 to
$395 million at September 30, 2000. The improvement resulted from
inventory reduction, timing of asset-backed securitizations and
the sale of certain of the Company's retained REMIC interests
earlier in the year. Our committed short-term credit facilities,
which mature in August 2001, total $325 million, a level which we
believe is adequate for our current needs. We continue to reduce
costs in all areas of the Company; however, many of these savings
are being passed on to customers in the form of competitive
discounts."

Mr. Daggett continued: "Total new homes sold at retail declined
from 4,928 units in the fourth quarter of fiscal 1999 to 4,220
units in the fourth quarter of fiscal 2000. Retail same-store-
sales on a unit basis decreased by approximately 13.5% in the
fiscal 2000 fourth quarter. Competitive industry conditions also
affected wholesale sales, which declined by 13.9% in the fourth
quarter of fiscal 2000 compared with the fiscal 1999 fourth
quarter.

"Our gross profit margin was 22.9% in the fourth quarter compared
with 23.7% in the prior year. The decline reflects competitive
pricing, promotional programs designed to lower inventory levels
and reduced plant operating schedules.

"Selling, general and administrative expenses as a percentage of
sales were 29.5% compared with 31.9% in the fourth quarter of
fiscal 1999. The lower percentage reflects a reduced cost
structure.

"During the quarter, our consumer finance business generated
$304.5 million in loan originations compared with $341.7 million
in the same period last year. The delinquency rate on Oakwood-
originated contracts was 4.4% at September 30, 2000 compared with
4.9% one year ago. At September 30, 2000, approximately 2,603
repossessions were on hand compared with 2,417 at September 30,
1999."

Mr. Daggett concluded by saying: "The environment in which we are
operating continues to be very difficult as evidenced by net sales
in October which declined 24% from year-ago levels. For that
reason, we do not expect an operating profit for several quarters.
However, we expect to continue reducing inventory and protecting
liquidity so that we are well positioned to improve our
performance when the industry completes this contraction cycle.
Our most immediate task is to stimulate sales in spite of current
market conditions."
Oakwood Homes Corporation and its subsidiaries are engaged in the
production, sale, financing and insuring of manufactured housing
throughout the United States. The Company's products are sold
through approximately 377 Company-owned stores and an extensive
network of independent retailers.


OWENS CORNING: Brobeck Phleger Serves as Special Asbestos Counsel
-----------------------------------------------------------------
Owens Corning and certain of its subsidiaries, including
Fibreboard Corporation, present an Application to Judge Walrath
seeking authority to employ the firm of Brobeck, Phleger &
Harrison LLP in connection with various matters, including
strategy relating to the Debtors' defense and settlement of
asbestos-related personal injury and property damage claims
and insurance coverage for those claims. The law firm, led by
Kelly C. Wooster, Stephen M. Snyder and Jeffrey A. Kaiser, had
represented Owens Corning and Fibreboard in these same matters
prior to commencement of the Chapter 11 cases. Specifically,
Brobeck represented Owens Corning and Fibreboard in a pre-petition
action against major tobacco companies in California and
Mississippi. In each action, Owens Corning and Fibreboard
sought recovery for monies paid by them on account of asbestos-
related personal injury claims. Brobeck represented Fibreboard in
litigation presently on appeal in California in which Fibreboard
sought recovery from American Home and Hartford, two of its first-
party property insurers, for its costs in the replacement of three
ski lifts at its former ski resort, Sierra-at-Tahoe, and in
various issues regarding insurance coverage for asbestos-related
bodily injury and property damage, and for environmental
contamination.

Subsequent to the commencement of these Chapter 11 cases, Owens
Corning and Fibreboard seek to continue their representation by
Brobeck in these litigation matters. Postpetition services will
include advice, assistance, and the conduct of litigation,
including preparation of motions, applications, orders,
complaints, answers, briefs and pleadings and other papers, and
appearances at depositions, before referees and masters, and in
court.

The current standard hourly rate for the Brobeck firm ranges from
$360 to $505 for partners, and $195 to $340 for associates and
contract attorneys. These fees are subject to annual adjustment,
and increases in these rates have been the norm throughout the
firm's representation period. Expenses such as telephone and
telecopier toll and other charges, mail and express mail charges,
special or hand delivery charges, photocopying charges at the
current rate of $.15 per page, travel expenses, "working" meals,
computerized research, expert witness charges, court and
deposition reporter charges, transcription costs, and non-ordinary
overhead expenses such as secretarial and overtime will also be
charged against the Debtors consistently with the rates generally
charged to Brobeck clients.

The Debtors have also entered into a written fee agreement with
Brobeck which provides for an additional payment as an incentive
bonus in the event of success in the actions against the tobacco
companies. These incentive bonuses are 15% of any judgment or
settlement amount between $1-250 million, and 5% of any amounts in
judgment or settlement in excess of $250 million. In the event
that the pending litigation resolves within that range, Brobeck
will be requesting that the Bankruptcy Judge allow such a
payment incentive as an administrative claim against the Debtors.

Brobeck has requested that the application be granted
retroactively to the date of the Petition to permit compensation
for the work of Brobeck's members, counsel, associates and
employees performed for Owens Corning and Fibreboard since the
petition date. Most of this work was done in connection with the
litigation against the tobacco companies in the form of
preparation of a brief and motions.

In connection with the requirement of disinterestedness, Brobeck
disclosed that it has represented and represents Arthur Anderson
LLP (the Debtors' auditors and accountants) and several major
creditors, such as Bank of America, Barclays Bank LPC, Credit
Suisse First Boston, and Chase Manhattan Bank, and shareholders of
Owens Corning in matters unrelated to the Debtors or their Chapter
11 cases. (Owens-Corning Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


PAULA INSURANCE: S&P Assigns Bpi Financial Strength Rating
----------------------------------------------------------
Standard & Poor's assigned its single-'Bpi' financial strength
rating to PAULA Insurance Co.

The rating reflects the company's decline in surplus, favorable-
but-volatile reserve development, high leverage, and marginal
operating performance.

Based in Pasadena, Calif., PAULA Insurance (NAIC: 32115) writes
predominately workers' compensation insurance for agribusiness
located throughout the major growing areas of California, Arizona,
Oregon, Alaska, Idaho, Texas, Florida, New Mexico, and Nevada,
with more than 60% of its revenue stemming from California. Its
products are distributed primarily through direct marketing and
agencies.

The company, which began business in 1975, is a member of PAULA
Insurance Group, a mid-sized insurance group with 1999 surplus of
$28.9 million. The parent company, PAULA Financial Co., owns 100%
of PAULA Insurance's outstanding stock.

Major Rating Factors:

   -- At year-end 1999, surplus levels declined 42% from 1998. The
       company attributes this decline in surplus of $20.9 million
       from 1998 primarily to a substantial bolstering of loss
       reserves to cover losses in California on accident years
       1998 and prior. The California workers' compensation market
       has been extremely tight in recent years and has generally
       led to poor pricing and above-average losses.

   -- The company's two-year reserve development ratio has been
       favorable but volatile, with negative development of 7.1%
       with respect to surplus since 1995. The reported ratios
       have ranged from 30.8% redundant (negative development) to
       35.5% deficient over the trailing five years. The one-year
       loss development in 1999 was reported as 34.5% of surplus.

   -- In 1999, the company was more leveraged than similar
       companies, with its net premiums written plus liabilities
       to surplus at 8.7 times. In addition, the company's
       liquidity ratio of 73.7%, in the context of this high
       leverage, is a limiting factor.

   -- Operating performance has been marginal, with a five-year
       average ROR of 0.2%.

Although the company is a member of PAULA Insurance Group, the
rating does not include additional credit for implied group
support.


PHAR-MOR: Fleet Bank Backing New $150 Million Revolver
------------------------------------------------------
Phar-Mor, Inc. has entered into a $150 million senior secured
revolving credit agreement with Fleet Retail Finance, Inc., as
agent, and other financial institutions, that replaces the
existing $100 million senior secured revolving credit facility
with Bank of America. The new facility is secured by all of the
company's assets except equipment and real estate.

Phar-Mor is a retail drug store chain operating 139 stores under
the names "Phar-Mor", "Pharmhouse" and "The Rx Place" in 24
states.


PILLOWTEX: Employing Jones Day as Lead Bankruptcy Counsel
---------------------------------------------------------
Pillowtex Corporation sought and obtained authority to employ the
international law firm of Jones, Day, Reavis & Pogue as its lead
bankruptcy counsel to prosecute its chapter 11 cases before the
U.S. Bankruptcy Court in Wilmington.

Specifically, Jones Day will:

   (a) advise the Debtors of their rights, powers and duties as
debtors and debtors in possession continuing to operate and manage
their businesses and properties under chapter 11 of the Bankruptcy
Code;

   (b) prepare on behalf of the Debtors all necessary and
appropriate applications, motions, draft orders, other pleadings,
notices, schedules and other documents, and review all financial
and other reports to be filed in these chapter 11 cases;

   (c) advise the Debtors concerning, and prepare responses to,
applications, motions, other pleadings, notices and other papers
that may be filed and served in these chapter 11 cases;

   (d) advise the Debtors with respect to, and assist in the
negotiation and documentation of, financing agreements, debt and
cash collateral orders and related transactions;

   (e) review the nature and validity of any liens asserted
against the Debtors' property and advise the Debtors concerning
the enforceability of such liens;

   (f) advise the Debtors regarding their ability to initiate
actions to collect and recover property for the benefit of their
estates;

   (g) counsel the Debtors in connection with the formulation,
negotiation and promulgation of a plan or plans of reorganization
and related documents;

   (h) advise and assist the Debtors in connection with any
potential property dispositions;

   (i) advise the Debtors concerning executory contract and
unexpired lease assumptions, assignments and rejections and lease
restructurings and recharacterizations;

   (j) assist the Debtors in reviewing, estimating and resolving
claims asserted against the Debtors' estates;

   (k) commence and conduct any and all litigation necessary or
appropriate to assert rights held by the Debtors, protect assets
of the Debtors' chapter 11 estates or otherwise further the goal
of completing the Debtors' successful reorganization;

   (l) provide general corporate, litigation and other non-
bankruptcy services for the Debtors to the extent that Jones Day
provided such services prior to the Petition Date or as requested
by the Debtors; and

   (m) perform all other necessary or appropriate legal services
in connection with these chapter 11 cases for or on behalf of the
Debtors.

Jones Day will charge for its legal services on an hourly basis in
accordance with its ordinary and customary hourly rates. Specific
rates for attorneys active in the case are listed below:

   Professional             Position      Office      Rate
   ------------             --------      ------      ----
   David G. Heiman          Partner       Cleveland   $515/hour
   Gregory M. Gordon        Partner       Dallas      $435/hour
   Francis P. Hubach, Jr.   Partner       Dallas      $450/hour
   Robert L. Estep          Partner       Dallas      $425/hour
   Henry L. Gompf           Partner       Dallas      $425/hour
   Thomas E. Gillespie      Partner       Dallas      $405/hour
   Troy B. Lewis            Partner       Dallas      $340/hour
   Brad A. Baldwin          Associate     Atlanta     $240/hour
   Joseph M. Witalec        Of Counsel    Columbus    $235/hour
   Daniel P. Winikka        Associate     Dallas      $210/hour
   Bret J. Berlin           Associate     Atlanta     $185/hour
   Ray C. Schrock           Associate     Chicago     $185/hour
   Debra K. Simpson         Associate     Dallas      $130/hour

Jones Day discloses that, prior to the Petition Date, on or about
November 13, 2000, the Debtors paid a $300,000 Retainer for
services rendered or to be rendered. On or about November 13,
2000, Jones Day applied $100,000 of the Retainer as payment for
fees and expenses incurred or expected to be incurred for the
period through and including November 13, 2000. Accordingly, as of
the Petition Date, approximately $200,000 of the Retainer remained
unapplied.

Further, Jones Day discloses that it received $2,416,014.28 from
the Debtors during the year immediately preceding the Petition
Date on account of fees and expenses incurred by Jones Day on
matters relating to the Debtors.

Gregory M. Gordon, Esq., assures the Court that neither he, nor
Jones Day, nor any partner or associate thereof, as far as he has
been able to ascertain, has any connection with the Debtors, their
creditors, the United States trustee or any other party with an
actual or potential interest in these chapter 11 cases or their
respective attorneys or accountants, but, in the interest of full
disclosure, relates that:

   (a) Jones Day does not represent and has not represented, any
entity, other than the Debtors, in matters related to these
chapter 11 cases.

   (b) Prior to the Petition Date, Jones Day performed certain
legal services for the Debtors, as described in paragraph 10 of
the Application. After application of the reserved portion of the
Retainer, the Debtors do not owe Jones Day any amount for services
performed prior to the Petition Date.

   (c) Jones Day represents Bank of America, N.A., a member of the
Debtors' prepetition secured bank group, and the agent for the
Bank Group under the Debtors' pre- and postpetition credit
facilities, in numerous matters unrelated to these cases.

   (d) Jones Day currently represents, in addition to Bank of
America, Chase Manhattan Bank, a secured creditor in these cases
and also a creditor in the Chapter 11 cases of Jones Day's client,
Imperial. Jones Day also represents The Bank of Nova Scotia, a
secured creditor in these cases, as a member of a creditors'
committee that was represented by Jones Day in the Edison Brothers
Chapter 11 cases. Other representations by Jones Day of parties in
interest in these cases are identified in the Schedules attached
to the Application.

   (e) The indenture trustees for the Debtors' various debt
issuances are (1) U.S. Bank Trust and (2) State Street Bank and
Trust Company. The Bank of New York, Chase Manhattan Trust
Company, and State Street are trustees for certain Industrial
Revenue Bonds issued by the Debtors. Jones Day discloses that it
currently represents each of these indenture trustees in
numerous matters unrelated to the Debtors' chapter 11 cases. In
addition, Jones Day represents or has represented certain other
holders of the Notes described above in matters unrelated to the
Debtors or these chapter cases. Jones Day anticipates that it will
continue providing services to these parties in connection with
pending and future matters.

   (f) In matters unrelated to these cases, Jones Day has worked
with certain of the Debtors' other professionals. For example, in
other matters Jones Day has worked with:

       (1) the Debtors' co-counsel, Morris Nichols, in that Jones
Day and Morris Nichols serve as co-counsel to the debtors in the
Loewen Group chapter 11 cases);

       (2) the Debtors' financial and restructuring advisors, E&Y
Restructuring LLC, in that Jones Day represented the debtors in
the Clothestime Stores chapter 11 cases, in which EYR's parent
company, Ernst & Young, LLP, served as accountants to the debtors;

       (3) the Debtors' proposed independent auditors and tax,
accounting, and compensation advisors, KPMG LLP, in that Jones Day
represents the debtors in the Loewen Group chapter 11 cases, in
which KPMG and certain of its affiliates serve as the debtors'
independent auditors and restructuring accountants and as monitor
in related insolvency proceedings under the Canadian Companies'
Creditors Arrangement Act; and

       (4) the Debtors' proposed claims and noticing agent, Logan
& Company, Inc., in that Jones Day represents the debtors in the
Loewen Group chapter 11 cases, in which Logan serves as the
debtors' claims and noticing agent.

In addition, Jones Day provides legal services to KPMG and has
provided legal services to Ernst & Young and certain of its
affiliates other than EYR. Further, Ernst & Young LLP has
provided, and continues to provide, services to Jones Day in
matters unrelated to the Debtors or their chapter 11 cases.

   (g) Jones Day has worked with the professionals representing
certain of the Debtors' major stakeholders in numerous matters
unrelated to these chapter 11 cases. For example, Jones Day has
worked on unrelated matters with Winstead Sechrest Minick, P.C.,
retained in these cases by the Bank Group and the DIP Lenders, and
with Cleary, Gottlieb, Steen & Hamilton, representing in these
cases Credit Suisse First Boston.

   (h) From time to time, Jones Day has represented, and likely
will continue to represent, certain creditors of the Debtors and
various other parties adverse to the Debtors in matters unrelated
to these chapter 11 cases. However, Jones Day has undertaken a
detailed search to determine, and to disclose, whether it
represents or has represented any significant creditors, equity
security holders, insiders or other parties in interest in such
unrelated matters. Despite significant efforts to identify and
disclosure Jones Day's connections with parties in interest in
these cases, because Jones Day is an international firm with
approximately 1200 attorneys in 23 offices, and because the
Debtors are a large enterprise with thousands of creditors and
other relationships, Jones Day is unable to state with certainty
that every client representation or other connection has been
disclosed. In this regard, if Jones Day discovers additional
information that requires disclosure, Jones Day will file a
supplemental disclosure with the Court as promptly as possible.
(Pillowtex Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


RITE AID: Class Action Plaintiffs Get $155MM & Litigation Claims
----------------------------------------------------------------
Rite Aid Corporation has reached an agreement to settle the
consolidated securities class action lawsuits pending against the
company in the U.S. District Court for the Eastern District of
Pennsylvania and the derivative lawsuits pending there and in the
U.S. District Court for Delaware. Charges in the suits relate
primarily to certain accounting practices and financial reporting
under former management.

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

Under the agreement, which must be approved by the Courts, Rite
Aid will pay $45 million in cash, which will be fully funded by
Rite Aid's officers' and directors' liability insurance, and issue
shares of Rite Aid common stock in 2002. The shares will be valued
over a 10-day trading period in January 2002. If the value
determined is at least $7.75 per share, Rite Aid will issue 20
million shares. If the value determined is less than $7.75 per
share, Rite Aid has the option to deliver any combination of
common stock, cash and short-term notes, with a total value of
$155 million.

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

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

Rite Aid Corporation is one of the nation's leading drugstore
chains with annual revenues of more than $14 billion and
approximately 3,800 stores in 30 states and the District of
Columbia. Rite Aid owns approximately 15 percent of Advance
Paradigm, Inc., the nation's largest pharmacy benefits management
and health improvement company, and approximately 15 percent of
drugstore.com, a leading online source for health, beauty and
pharmacy products.


SAFETY COMPONENTS: Fiscal Year-End Matches Plan's Effective Date
----------------------------------------------------------------
On October 11, 2000, Safety Components International, Inc. emerged
from its pre-arranged case under Chapter 11 of the U.S. Bankruptcy
Code. The company's financial statements for the period ending on
its emergence from bankruptcy will reflect the application of
"fresh start" accounting.  Safety Components has extended the
second quarter of its fiscal year 2001 to October 10, 2000,
approximately 7 business days longer than its scheduled September
30, 2000 quarter-end, to coincide with its emergence from Chapter
11.  Management, having consulted with its independent
accountants, believes that use of this "convenience" date for the
quarter-end has no significant effect on the quarterly financial
information and will enable the company to report all of the
effects of its re-organization under the bankruptcy code through
the second quarter of fiscal 2001 so that all go-forward financial
information of the Reorganized Company represents "fresh start"
accounting. Accordingly, the due date of the company's quarterly
report for the second quarter of its fiscal year 2001 will be 45
days after its Quarter End Date of November 24, 200


SERVICE MERCHANDISE: Keen Out, Grubb & Ellis and Centennial In
--------------------------------------------------------------
The Debtors are exploring potential real estate transactions
involving the sales support center located at 7100 Service
Merchandise Drive, Brentwood, Tennessee (the Property) because
they have determined that their continuing operations do not
require all of the space they currently occupy at the Property.
The Debtors believe that they require a qualified real estate
consultant to assist them in connection with the Property
Initiative. They have no real estate consultant with respect to
the Property after they terminated The Keen Venture's engagement
as exclusive special real estate consultant on November 10, 2000,
the Debtors reveal.

GEC was retained as a special real estate consultant pursuant to
an order of the Court dated April 4, 2000, with respect to
assisting Service Real Estate Venture (SREV) with regard to
strategic real estate initiatives that do not involve the sales
support center.

Pursuant to a letter agreement dated July 14, 2000 for the
Debtors' retention of GEC in the ordinary course of their
business, GEC analyzed and found that the sales support center can
be utilized to meet the Debtors' current need for 185,000 to
200,000 square feet of office space, with certain functions
relocated to an existing off-site location occupied by the
Debtors, and excess space at the sales support center can be
leased or sold.

To adequately address the real estate challenges raised by the
Property, the Debtors desire to employ and retain Grubb &
Ellis/Centennial (GEC) to assist them in connection with the sales
support center pursuant to a Broker Retention Agreement, dated
November 1, 2000.

The Debtors note that Grubb & Ellis Company is one of the nation's
leading real estate brokerages, with significant qualifications
and experience in providing real estate brokerage services to
retailers and other companies in bankruptcy. GEC is an affiliate
of Grubb & Ellis Company. Through its affiliate agreement with
Grubb & Ellis Company, GEC has the ability to access and utilize
all of the resources of Grubb & Ellis Company, including
its property database, computerized mapping services and human
resources throughout the country.

The Debtors assure that there will not be duplication of effort or
conflict of interest between this engagement and that pursuant to
the April 4, 2000 Court order with respect to assisting SREV in
strategic real estate initiatives that do not involve the sales
support center.

                    Services to be Rendered

Pursuant to a Broker Retention Agreement dated November 1, 2000,
GEC will be:

(1) acting as the Debtors' exclusive agent for the sale and/or
     lease(s) of the Property;

(2) developing and implementing a marketing program, subject to
     the prior approval of the Debtors;

(3) reviewing all pertinent documents and consulting with Debtors'
     counsel as appropriate;

(4) responding and providing information to negotiate with, and
     solicit offers from, prospective purchasers and tenants and
     making recommendations;

(5) attending meetings in connection with the status of its
     efforts and providing Debtors with weekly written status
     reports;

(6) working with the attorneys responsible for the implementation
     of the proposed transactions contemplated;

(7) appearing, if required, before the Bankruptcy Court during and
     after the term of the Broker Agreement in connection with any
     transaction for which GEC receives a commission; and, at the  
     Debtors' request,

(8) participating in any auction held by the Debtors' in
     connection with competitive bidding procedures.

                         Compensation

Pursuant to the Broker Agreement, the Debtors have agreed to
compensate GEC with:

* Commission with respect to a sale of the Property, equal to 1.5%
   of the total consideration, provided that fees paid to GEC
   pursuant to the July Letter shall be credited against the Sale
   Commission, up to an amount not to exceed $50,000;

* Lease Commission in the event that the Debtors consummate a
   lease transaction procured by GEC, of an amount to be agreed
   upon, subject to approval of the Court.

In the event that the Debtors sell the Property and the successful
bidder is one secured by The Keen Venture in accordance with the
terms of their terminated agreement with the Debtors, where the
Debtors are required to pay The Keen Venture special percentage
compensation of 0.75% of the first $30 million of gross proceeds
plus 2% of gross proceeds in excess of $30 million, GEC has agreed
to accept a reduced commission of only .75% of the total
consideration paid.

For reimbursement of non-budgeted expenses, GEC will apply to the
Court in accordance with the Bankruptcy Code, Bankruptcy Rules and
local rules.

                              * * *

The Debtors submit that to the best of their knowledge, GEC and
its respective principals and professionals are "disinterested
persons" under section 101(14) of the Code, as modified by section
1107(b) of the Bankruptcy Code, and do not hold or represent an
interest adverse to the estate.

The Debtors believe that the employment and retention of GEC with
regard to the Property Initiative is in the best interests of the
Debtors and will add value to their estates, and represent the
exercise of sound business judgment. (Service Merchandise
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


STAR TELECOMMUNICATIONS: Thinks Financials Give Accurate Picture
----------------------------------------------------------------
World Access, Inc. has included the consolidation of WorldxChange
Communications, effected as of August l, 2000, in its pro forma
third quarter results. The company is presenting its financials as
pro forma results, because the presentation of the accounting
treatment for the WorldxChange financial results has not yet been
determined. On that basis, World Access' third quarter revenue
from continuing operations was a record $320.7 million, an
increase of $190.5 million or 146% over actual revenue realized in
the third quarter of 1999. Pro forma third quarter revenue
represented sequential growth of 5% over actual revenues generated
in the second quarter of 2000.

For the three months ended September 30, 2000, the company
realized pro forma earnings before one-time items, interest,
foreign exchange gains or losses, taxes, depreciation and
amortization ("EBITDA") from continuing operations, adjusted for
one-time charges, of ($8.9) million, compared to actual EBITDA of
$8.6 million in the year-ago period. The pro forma EBITDA loss for
the quarter was $1.0 million better than company guidance.
Pro forma cash earnings, excluding one-time charges related to the
integration of WorldxChange and which add back acquisition-related
amortization expense, were ($0.17) per share, compared to
consensus analyst estimates of ($0.33) per share, and an actual
result of $0.03 in the second quarter of 2000. The third quarter
result includes approximately $0.04 per share related to a gain on
the sale of securities. The pro forma net loss from continuing
operations was $103.4 million for the third quarter, which
includes $72.9 million in one-time charges, $30.6 million of
depreciation and amortization expense and $14.9 million in net
interest expense and foreign exchange losses.

On a pro forma basis, the company recorded a restructuring charge
in the third quarter of 2000 of $38.3 million, related to the
integration of WorldxChange. This charge reflects one-time costs
associated with the consolidation of facilities, severance,
integration of network operations, and elimination of duplicate
activities. Pro forma SG&A in the quarter also included a one-time
charge of $34.6 million related to costs associated with migration
of billing systems and re-branding of all European retail
activities using the NETnet brand, and to increase reserves for
doubtful accounts. These expenses are in line with recent guidance
and expectations.

The company and its independent auditors, Ernst & Young, LLP,
continue to discuss the proper accounting treatment for the third
quarter results with the SEC and resolution is expected in the
near future. For purposes of this report, while continuing its
discussions with the SEC, the company has presented results on a
pro forma basis as if WorldxChange had been consolidated as of
August 1, which is consistent with previously released
guidance. However, it is possible that the SEC will require World
Access to file its third quarter results without the WorldxChange
consolidation, which might result in materially different results
than those presented here.

Bryan D. Yokley, Chief Financial Officer of World Access,
commented, "We are obviously anxious to finalize this issue with
the SEC and complete the review process for our outstanding
acquisitions. We continue to believe that the consolidation of
WorldxChange as of August 1 most accurately reflects the results
of our operations to the investment community. We also believe
that this issue is strictly one of financial presentation of
results, and has no impact on gross revenues, assets and
operations of the company going forward. The companies have been
operating as one since August 1 and will continue to do so. In
addition, we also believe that our presentation is a conservative
view of the company's results. Due to WorldxChange's operating
losses, the consolidation results in lower reported pro forma
earnings. Naturally, if we cannot persuade the SEC of our
viewpoint, we will file our results in accordance with their
instruction."

Yokley added, "Due to the extensive integration of all aspects of
WorldxChange and World Access operations, including network
operations, sales, billing, costing, and routing, the company is
not readily able to separate the operations from an accounting
standpoint. This was one further rationale for entering into the
management agreement and voting agreements. Consequently, we are
not currently in a position to report results on a non-
consolidated basis."

World Access is focused on being a leading provider of bundled
voice, data and Internet services to small- to medium-sized
business customers located throughout Europe. In order to
accelerate its progress toward a leadership position in Europe,
World Access is acting as a consolidator for the highly fragmented
retail telecom services market, with the objective of amassing a
substantial and fully integrated business customer base. To date,
the company has acquired several strategic assets, including
Facilicom International, which operates a Pan-European long
distance network and carries traffic for approximately 200 carrier
customers, and NETnet, with retail sales operations in 9 European
countries. NETnet's services include long distance, internet
access and mobile services. Located strategically throughout the
United States and 13 European countries, World Access provides
end-to-end international communication services over an advanced
asynchronous transfer mode internal network that includes gateway
and tandem switches, an extensive fiber network encompassing tens
of millions of circuit miles and satellite facilities.

John D. Phillips, Chairman and Chief Executive Officer, said, "We
have made tremendous progress in integrating WorldxChange in the
third quarter, including combining operating locations around the
world, integrating our networks, eliminating duplicative assets
and rebranding retail product lines to the NETnet brand throughout
our European operating division. In addition, we began rolling out
a proprietary billing and back office system, which now handles
our combined carrier business, as well as our retail operations in
five European countries. While the day to day effort to make all
this come together has been grinding, we believe the results have
significantly advanced our operations and prepared us for the
integration of our remaining and future acquisitions."

"Our third quarter results, reported on a pro forma basis to
reflect the consolidation of WorldxChange's financial results as
of August 1, have placed us slightly ahead of our own business
plan and the Street's expectations. With a very strong balance
sheet, we believe we can proceed with our strategy of
consolidating the European SME telecom market, while also
weathering the current competitive environment in long distance.
This is precisely why we have always focused on balance sheet
strength and cash conservation."

World Access' states that its balance sheet remains solid after
the third quarter. As of September 30, 2000, pro forma for the
consolidation of the financial results of WorldxChange, World
Access had more than $436 million in cash and investments.

In order to continue its rapid integration of WorldxChange, World
Access and WorldxChange executed an Executive Management Services
Agreement on August 1, 2000, giving World Access complete control
of the management, operations and assets of WorldxChange. In
addition, shareholders representing more than 50% of World Access'
voting securities and 83% of the voting securities of WorldxChange
signed irrevocable voting agreements in which they agreed to vote
in favor of the WorldxChange merger.


SUN HEALTHCARE: Agrees to Modify Stay for SunBridge Claimant
------------------------------------------------------------
The Debtors consent to lift the automatic stay to permit Missouri
James, by and through her next friend, Carolyn Lee to prosecute
State Court Action pending before the Circuit Court in and for
Alachua County, Florida (Case No. 98-4558-CA, Div J).

Ms. James allegedly sustained injuries at the faility: Gainesville
Healthcare Center, Inc. d/b/a SunBridge Care and Rehabilitation
for Gainesville.

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)


TOWER AIR: GMAC Asks for Conversion to Chapter 7 Liquidation
------------------------------------------------------------
A unit of General Motors Corp, GMAC Business Credit LLC is seeking
to convert Tower Air Inc.'s Chapter 11 bankruptcy to a Chapter 7
liquidation, according to a report circulated by Dow Jones.  GMAC
is the airline's largest creditor and provides Tower Air with DIP
financing.  If GMAC's request is turned down by the court, it
would ask the court to be relieved from automatic stay provisions
and allow itself to recover inventory and accounts receivable
collateral.

GMAC has provided loans for the airline, which already has reached
an outstanding balance of $ 21.4 million as of Nov. 20. Charles A.
Stanziale has asked GMAC to provide more than $ 1 million in
financing for Tower Air to survive its finances from November
through March. Mr. Stanziale is the Chapter 11 Trustee managing
the bankruptcy affairs of the distressed airline. Tower Air having
only its accounts receivables and inventory as its assets, GMAC
believes that the airline won't be able to emerge from bankruptcy.

Tower Air sought Chapter 11 protection from its creditors on Feb.
29, reporting that it had $380.7 million in assets and $356.9
million in dets.  The company formerly provided jumbo-jet service
from New York to Athens, Fort Lauderdale, Fla., Los Angeles,
Miami, Paris, San Francisco, San Juan, Puerto Rico, and Santo
Domingo, Dominican Republic. It also flew between Tel Aviv and
Paris.

The court has scheduled a Dec. 4 hearing to consider Tower's
continued use of the DIP financing facility.  Depending on the
rulings on that topic, GMAC would then ask the court to consider
the merits of its motion to convert.  


UNAPIX ENTERTAINMENT: Files Chapter 11 Petition in New York
-----------------------------------------------------------
Unapix Entertainment, Inc. (AMEX: UPX) and its subsidiaries filed
a voluntary petition for relief under Chapter 11 of the Bankruptcy
Code in the U.S. Bankruptcy Court Southern District of New York.

Subject to approval by the bankruptcy court, it is expected that
Unapix's primary lender, General Electric Capital Corporation,
will provide Unapix with post-petition financing in the form of a
revolving credit facility up to a maximum outstanding principal
amount of $40 million (including pre-petition amounts outstanding)
to enable the company to continue operating its core businesses.

Also subject to court approval, Unapix plans to retain the West
Coast investment banking firm of Salem Partners LLC to seek
strategic alternatives, including the possible sale of the company
and new financing.

The Unapix annual shareholders meeting, scheduled for December 11,
2000, has been canceled.

Trading in Unapix's common stock was halted last week by the
American Stock Exchange, pending the company's delayed filing of
the Form 10-Q for the quarterly period ended September 30, 2000
and further review by the Amex to determine if the company is in
compliance with the exchange's continued listing guidelines.

Unapix Entertainment is a global film, television and video
distribution and production company.


UNAPIX ENTERTAINMENT: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Unapix Entertainment, Inc.
        200 Madison Avenue
        24th Floor
        New York, NY 10016

Type of Business: The Debtor is primarily a world-wide
                  distributor, licensor and producer of feature
                  films, video and television programming.

Chapter 11 Petition Date: November 27, 2000

Court: Southern District of New York

Bankruptcy Case No.: 00-15545

Judge: Robert E. Gerber

Debtor's Counsel: James M. Peck, Esq.
                  Schulte Roth & Zabel, LLP
                  900 Third Avenue
                  New York, NY 10022
                  (212) 756-2207
    
Total Assets: $ 79,670,293
Total Debts : $ 45,674,894

20 Largest Unsecured Creditors

Dolphin Offshore Partners, L.P.
129 East 17th Street              10% Convertible
New York, New York 10003           Note                $ 4,250,000

VM Productions
10 Rue Louis Morard               Film Right
75003 Paris FRANCE                 Allowances            $ 610,000

Quebec, Inc.
Luciano Liai
58 Cte St. Catherine #1201
Outremont, Quebec Canada          Film Right
H2V5                               Advances              $ 500,000

Valley Glen Company
Surpin, Mayersohn & Ecel
1880 Century Park East, #618      Film Right
Los Angeles, California 90067      Advances              $ 500,000

Love Come Down Productions
77 Mowal Avenue Ste. 114
Toronto, Ontario Canada           Film Right
M6K 3E3                            Advances              $ 477,500

Screaming Flea Productions
2720 Third Avenue                 Film Right
Seattle, Washington 98121          Advances              $ 450,000

RCD of Brooklyn - XE
380 Madison Avenue
22nd Floor,                       11.5% Variable
New York, New York 10017           Rate Note             $ 450,000

Nu Image
Avi Lerner/David Subje
40th Floor
9145 Sunset Blvd.                 Film Right
Los Angeles, California 90069      Advances              $ 418,500

Brookwell McNamara Ent.
2050 Greenville Avenue
Los Angeles, California 90025     Production Fees        $ 339,506

Allied Digital
Jeff Wiletsky
15 Gilpin Avenue
Hauppauge, New York 11788         Duplicator/Fulfillment $ 295,923

Imperial Bank
Glendale Gardens Company, LLC
9777 Wilshire Blvd.              
Beverly Hills                     Film Right
California 20212                   Advances              $ 275,000

Kelvest Partners
c/o Lucas Capital Management, LLC
328 Newman Springs Road           10% Convertible
Red Bank, New Jersey 07701         Note                  $ 250,000

JC Kellog Foundation
c/o Lucas Capital Management, LLC
Parkway 109 Center                10% Convertible
Red Bank, New Jersey 07701         Subordinated Note     $ 250,000

Davis, Wright & Tremaine          Legal Fees             $ 235,233

Anne Downey - Trust               11.5% Variable
Chase Bank                        Rate Note             $ 225,000

Crystal Sky LLC                   Joseph Inga            $ 175,000

Richard Eisner & Company          Audit & Tax Fees       $ 153,768

AMS Logistics                     Fulfillment            $ 146,976

Medstar TV                        Royalty                $ 141,817

Advamnstar Communications         Advertising            $ 128,041


UNAPIX PRODUCTIONS: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Unapix Productions West
        10950 W. Washington Blvd.
        Culver City, CA 90232

Type of Business: The Debtor is primarily a world-wide
                  distributor, licensor and producer of feature
                  films, video and television programming.

Chapter 11 Petition Date: November 27, 2000

Court: Southern District of New York

Bankruptcy Case No.: 00-15546

Judge: Robert E. Gerber

Debtor's Counsel: James M. Peck, Esq.
                  Schulte Roth & Zabel, LLP
                  900 Third Avenue
                  New York, NY 10022
                  (212) 756-2207

Total Assets: $ 2,158,015
Total Debts : $ 6,273,416

11 Largest Unsecured Creditors

Ten9fifty Office Bldg.            Rent                    $ 12,819

Ted Gerdes                        Legal Fees               $ 4,932

All Star Agency                   Temp Agency              $ 4,903

Franklin, Weinrib, Rudell         Legal Fees               $ 4,219

Jowestworks Development           Payroll
                                   Production Fee          $ 1,268

Kauff, McClain & McGuire          Legal Fees               $ 1,186

Truman Van Dyke Company           Insurance                $ 1,000

FRB Productions, Inc.             Production Fee             $ 624

Federal Express                   Shipping Charges           $ 313

United Corporate Express          Annual Agent Fee           $ 313

SSI-Advanced Post Services        Duplicating Service        $ 150


VENCOR, INC: Disclosure Statement Objections Due Tomorrow
---------------------------------------------------------
At the Debtors' behest, Judge Walrath authorized the Disclosure
Statement Heaiing Notice which provides that:

(1) A hearing will be held on December 6, 2000 at 10:30 a.m.
     (Eastern Standard Time) before Judge Walrath to consider the
     adequacy of the information contained in the Disclosure
     Statement and the Short-Form Disclosure Statement;

(2) Responses or objections, if any, to the relief sought in
     connection with approval of the Disclosure Statement or the
     Short-Form Disclosure Statement shall be in writing and filed
     with the Court's Clerk and served such that they are actually
     received no later than December 1, 2000 at 4:00 p.m. (Eastern
     Standard Time) by all of the parties:

      (a) Co-counsel for the Debtors, Cleary, Gottlieb, Steen &
           Hamilton, One Liberty Plaza, New York, New York 10006,
           Attn: Thomas J. Moloney, Esq. and Lindsee P. Granfield,
           Esq.,

      (b) Co-counsel for the Debtors, Morris, Nichols, Arsht &
           Tunnell, 1201 North Market Street, P.O. Box 1347,
           Wilmington, Delaware 19899-1347, Attn: William H.
           Sudell, Esq. and Eric D. Schwartz, Esq.,

      (c) Co-counsel for the Official Committee of Unsecured
           Creditors, Wachtell, Lipton, Rosen & Katz, 51 West 52nd
           Street, New York, New York 10019, Attn: Chaim Fortgang,
           Esq. and Richard G. Mason, Esq.,

      (d) Co-counsel for the Official Committee of Unsecured
           Creditors, Pepper Hamilton, LLP, 1201 Market Street,
           Suite 1600, P.O. Box 1709, Wilmington, Delaware, 19899-
           1709, Attn: David B. Stratton, Esq.,

      (e) Counsel for the DIP Lenders, O'Melveny & Myers, LLP,
           Citicorp Centre, 153 East 53rd Street, New York, New
           York 10022, Attn: Joel Zweibel, Esq. and Adam Harris,
           Esq.,

      (f) Office of the United States Trustee, District of
           Delaware, 950 West Curtis Center, 601 Walnut Street,
           Philadelphia, PA 19106, Attn: Richard L. Schepacarter,
           Esq.,

      (g) The Debtors, Vencor, Inc., 680 South Fourth Street,
           Louisville, KY 40202, At: M. Suzanne Riedman, Esq.,

      (h) Counsel for the Agent for the DIP Lenders, Davis Polk &
           Wardwell, 450 Lexington Avenue, New York, New York
           10017, Attn: John Fouhey, Esq. and Karen Wagner, Esq.,
           and

      (i) Counsel for Ventas, Inc., Willkie, Farr & Gallagher, The
           Equitable Centre, 787 Seventh Avenue, New York, New
           York 10019-6099, Attn: Myron Trepper, Esq. and Michael
           Kelly, Esq.

(Vencor Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


VIRGINIA HEALTH: Citing Very Weak Earnings, S&P Gives Bpi Rating
----------------------------------------------------------------
Standard & Poor's has assigned its single-'Bpi' financial strength
rating to Qualchoice of Virginia Health Plan Inc.

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

The company is a wholly owned subsidiary of Blue Ridge Health
Alliance Inc., which is a for-profit stock corporation formed to
develop a regional network of hospitals, physicians, and other
health care providers to offer claims administration services to
self-funded employers and other groups in Virginia.

Blue Ridge Health Alliance Inc. is itself owned by University of
Virginia Health Services Foundation (48.08%), the University of
Virginia Medical Center (48.08%), and Martha Jefferson Hospital
(3.84%).

Major Rating Factors:

   -- Risk-based capitalization is weak, as indicated by a
       Standard & Poor's capital ratio of 64.6% at year-end 1999.
       Despite net operating losses from 1996 to 1999, total
       adjusted capital increased because of additional paid-in
       surplus.

   -- Operating performance has been weak, with a net loss of
       about $631,000 in 1999 and of $14.7 million in 1998.

   -- Liquidity is good, with a Standard & Poor's liquidity ratio
       of 123.9%. Enrollment growth is extremely strong, averaging
       35.3% over the past three years.

                           *********

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
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is obtained from sources believed to be reliable, but is not
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The TCR subscription rate is $575 for six months delivered via e-
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for the term of the initial subscription or balance thereof are
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                     * * * End of Transmission * * *