TCR_Public/001204.MBX         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, December 4, 2000, Vol. 4, No. 236

                            Headlines

AMERISERVE: Confirmation on Liquidating Plan Set for Dec. 5
AMES DEPARTMENT: Moody's Completes Review, Lowering All Ratings
ATCHISON CASTING: Stings from Harnishfeger & Belioit Bankruptcies
CALDOR: 2nd Payout (7%-15%) Coming on Operating Period Claims
CLARIDGE HOTEL: Carl Ichan Opposes Park Place Plan

COLORADO DAILY: Independent Newspaper Publisher Files Chapter 11
CREDITRUST CORP: Files Second Amended Reorganization Plan
CWMBS INC: Fitch Rates 1994-T Pass-Through Certificates at D
DENALI INC: Doesn't Make Interest Payment; Restructuring Underway
EMPLOYEE SOLUTIONS: Reaches Accord with Noteholders' Committee

FORTRESS GROUP: Moody's Junks Senior Notes & Issuer Rating
GRAND UNION: Announces Agreement with C&S To Acquire 5 Stores
JITNEY JUNGLE: Winn-Dixie Offers 140 Jobs in 72 Acquired Stores
KITTY HAWK: Files Amended Joint Plan of Reorganization
L&H/DICTAPHONE: Stonington Sues to Rescind Merger Deal

NORTHPOINT: Moody's Junks All Debt Ratings & Continues Review
OWENS CORNING: Hires Lazard Freres as Investment Bankers
OXFORD HEALTH: S&P Assigns Bpi Financial Strength Rating to HMO
PARAMOUNT SPORTSWEAR: Case Summary and Largest Unsecured Creditors
PILLOWTEX: Intercompany Claims Accorded Superpriority Liens

PLAY-BY-PLAY: Closes Restructuring & Extends Licensing Agreements
PLIANT CORP: Moody's Puts Debt Ratings on Review for Downgrade
PRESIDENT CASINOS: Bondholders Agree to Extend Maturity of Notes
PSINET, INC: Securityholder Lawsuits Continue to Roll In
RSL COMMUNICATIONS: Moody's Cuts Senior Unsecured Rating to Caa3

SAFETY KLEEN: Laidlaw Files $6.5 Billion Claim in Bankruptcy Case
SCB COMPUTER: Sells Two Business Units As Part of Restructuring
SECURITY INDEMNITY: S&P Lowers Insurer's Strength Ratings to BBpi
SERVICE MERCHANDISE: Inks Lease & Sublease Deals with Bally's
UNAPIX SYNDICATION: Case Summary & 18 Largest Unsecured Creditors

UNITED REFINING: Moody's Reviewing 10.75% Senior Unsecured Notes
UNOVA INC: Fitch Downgrades Senior Notes to B+ & Watch Continues
WHEELING-PITTSBURGH: Honoring Pre-Petition Employee Obligations

* Bond pricing for the week of December 4, 2000

                            *********

AMERISERVE: Confirmation on Liquidating Plan Set for Dec. 5
-----------------------------------------------------------
AmeriServe Food Distribution Inc., which filed for Chapter 11 in
Jan. 31, will seek confirmation of its liquidating plan from the
U.S. Bankruptcy Court for the District of Delaware tomorrow
afternoon, Dec. 5.  Even though some of the objections the plan is
facing has been resolved, some opposition still remains.  The
liquidation plan is based on the sale of all the company's assets
to McLane Co., a unit of Wal-Mart Stores, for $110 million and a
settlement with Ameriserve's largest customer, Tricon Global
Restaurants Inc.  There is insufficient value on the table for the
unsecured creditors to obtain any recovery.


AMES DEPARTMENT: Moody's Completes Review, Lowering All Ratings
---------------------------------------------------------------
Moody's Investors Service downgraded the debt ratings of Ames
Department Stores based on the expectation of higher average debt
levels and a sluggish retail environment in 2001. This action ends
the review started on November 8th. The following ratings were
affected by this action:

   a) Senior implied rating to B2 from Ba3;

   b) $650 million senior secured revolving credit facility due
       2003 to B1 from Ba2;

   c) $200 million guaranteed senior unsecured notes due 2006 to
       B3 from B1;

   d) The senior unsecured issuer rating was lowered to Caa1 from
       B2.

The rating of the senior unsecured notes of Hills Stores Inc.,
which were assumed by Ames Stores but are not guaranteed by Ames'
operating company, were also lowered to Caa1 from B2.

The rating outlook is stable.

The ratings reflect high expected debt levels at year end, modest
coverage levels, and the likelihood that opportunities to reduce
debt will be modest in what is expected to be a challenging retail
environment. The ratings are supported by Ames' proactive
management initiatives and its clearly segmented market niche.
Moody's does not foresee any liquidity concerns in the near term.
The B1 rating of the bank facility recognizes adequacy of
collateral which Moody's believes provides additional comfort to
these lenders. The rating of the unsecured debt of Ames and Hills
recognizes the relatively high amounts of secured debt which
effectively subordinates these lenders' positions.

Ames has announced significant plans which will aid it in
conserving cash during 2001, including closing unproductive stores
and curtailing growth. Nonetheless, Moody's expects Ames' business
environment will remain difficult due to changes in consumer
confidence, continued high gas and heating costs, and ongoing
competitive challenges. In 2000, Ames and other chains in its
geographic area faced additional difficulties due to unseasonable
weather throughout much of the year. The ratings incorporate the
uncertainty of the effect such exogenous factors may have on the
company's future performance.

Moody's believes that Ames could have modest net positive cash
flow in 2001, but that the company may not be able to
substantially improve its financial condition unless there is a
very large improvement in the operating environment. Moody's
believes the revolver is sufficient to finance working capital
needs well into 2001. The revolver was recently amended to ease
covenants. For the near term, Moody's anticipates that Ames will
be able to remain in compliance with amended covenants, and does
not anticipate a deterioration in bank or vendor relationships.

Moody's anticipates that Ames' total debt could reach $750 million
at fiscal year end, including revolver borrowings in excess of
$300 million. At these levels, EBITDAR to total fixed costs for
the year are likely to be about 1.2 times, and lease-adjusted debt
to EBITDAR will be about 7 times. Improving these levels
significantly during 2001 will require a substantially better
operating environment than the company faced this year.

Moody's continues to believe that the integration of the Hills
stores has brought benefits from the point of view of both
operations and market presence. The stores being closed are
largely converted Hills stores in territories where Ames has not
had a presence. Excluding the closed locations, Hills stores are
performing at levels comparable to established Ames' stores.
Moody's notes that Ames is reporting success in opening new
markets, including urban Chicago stores opened this year.

Ames Department Stores, headquartered in Rocky Hill, Connecticut,
operates 486 discount department stores primarily in the Northeast
and Central parts of the U.S. Revenues were $3.8 billion for the
year ended February 2000.


ATCHISON CASTING: Stings from Harnishfeger & Belioit Bankruptcies
-----------------------------------------------------------------
Atchison Casting Corporation (NYSE: FDY) announced its plans to
close one of three steel foundries belonging to its Pennsylvania
Foundry Group unit and one of two iron foundries belonging to its
PrimeCast unit in Beloit, Wisconsin.

"In order to improve operating results and cash flow, we are
closing two more North American foundries that are operating at
low capacity and transferring as much of their production as
possible to other Atchison plants," said Hugh Aiken, CEO.

The Company previously announced its decision to close Claremont
Foundry, and took the related charge to earnings in fiscal 2000,
which ended in June. "The last production work at Claremont was
completed during November 2000. Much of the work from Claremont
has now been transferred to our Quaker Alloy foundry. The
transition of the work has gone well," said Aiken. "We are now in
the process of trying to sell the fixed assets that cannot be used
elsewhere in the Company," he added.

"The work being performed by Pennsylvania Steel Foundry & Machine
Company in Hamburg, Pennsylvania, part of ACC's Pennsylvania
Foundry Group, will be transferred to the group's other two
foundries, to achieve better capacity utilization at those plants.
The charge for closure of this plant is expected to be
approximately $5.5 million pretax, or $3.3 million net of tax,"
according to Aiken.

On August 31, 2000, the Company announced its decision to record,
as part of its fiscal 2000 fourth quarter results, a fixed asset
impairment charge of $6.9 million ($4.3 million, net of tax) at
PrimeCast. No additional charge is planned at PrimeCast. This
charge followed the bankruptcy of PrimeCast's major customer and
former parent, Beloit Corporation ("Beloit") and its parent
Harnischfeger Industries, and the resulting loss of casting
production under a 5-year supply agreement with Beloit. "The
difficulty of reaching profitability at PrimeCast following the
demise of its largest customer led to the decision to downsize
that operation by eliminating green sand molding and the
production of small iron castings," said Tom Armstrong, COO -
North America. "As much of this work as possible will be
transferred to other ACC foundries," continued Mr. Armstrong.
"PrimeCast will now focus on large iron castings and, to a lesser
extent, high alloy steel parts," he concluded.

In total, the three closures affect approximately 220 jobs.

"These closures will allow ACC to increase capacity utilization at
its other plants, and eliminate the cash and profit drain from
three plants that have been losing money in the U.S. casting
market of the last two years. This environment has been
characterized by a strong dollar, a tight labor market, weak
demand for castings for mining equipment, steel making and farm
equipment, and an inability to raise prices to cover cost
increases. Despite these conditions, a number of our plants have
made money and won new customers during the last two years," Aiken
added.

ACC produces iron, steel and non-ferrous castings for a wide
variety of equipment, capital goods and consumer markets.


CALDOR: 2nd Payout (7%-15%) Coming on Operating Period Claims
-------------------------------------------------------------
Andrew A. Kress, Esq., tells the U.S. Bankruptcy Court for the
Southern District of New York that Caldor Corporation is preparing
to make a second interim distribution to holders of Allowed
Operating Period Claims. Mr. Kress indicates that Caldor
anticipates a 7% to 15% distribution in late-December or early-
January. As previously reported in the Troubled Company Reporter,
Caldor is winding-up its business, paying claims that arose during
the course of its failed chapter 11 restructuring and intends,
ultimately, to move for dismissal of its cases.


CLARIDGE HOTEL: Carl Ichan Opposes Park Place Plan
--------------------------------------------------
Using his 42 percent stake of secured debt in troubled Claridge
Hotel, Carl Icahn opposes the proposed sale to Park Place
Entertainment Corp., according to Reuters.  The billionaire says
that he will back the plans submitted by GB Holdings Inc., which
Icahn also controls.  As recently reported in the Troubled Company
Reporter, GB Holdings filed its own plan of reorganization and
proposed disclosure statement in support of that plan. Alfred J.
Luciani, the President and CEO of the Sands said, "We believe that
we have proposed a transaction that will be beneficial to the
Sands stockholders and the Claridge and will permit the combined
companies to go forward as strong competitors."


COLORADO DAILY: Independent Newspaper Publisher Files Chapter 11
----------------------------------------------------------------
The 109-year-old Colorado Daily newspaper sought bankruptcy
protection under Chapter 11 to continue operations and restructure
its debt, The Associated Press reports.  Owned by Front Range
Publishing Co., the petition was filed due to an alleged
embezzlement and poor decision making for the past five years.  
The filing lists $2.6 million assets and $2.1 million of debts.
Company officials have accused former finance director Mark Allen
Breese of embezzling $254,000 between 1998 to March 2000.  Even
though the company had obtained a civil judgment, as of press
time, Mr. Breese has not paid the said amount.


CREDITRUST CORP: Files Second Amended Reorganization Plan
---------------------------------------------------------
Creditrust Corp. filed a Second Amended Plan of Reorganization and
related Disclosure Statement with the U.S. Bankruptcy Court. This
follows the November 8, 2000 filing by the Company's official
committee of unsecured creditors of a Plan of Reorganization (and
November 20th filing by the committee of a related Disclosure
Statement). The Company has been operating under Chapter 11
protection June 21, 2000.  (New Generation Research, Inc., 30-Nov-
00)


CWMBS INC: Fitch Rates 1994-T Pass-Through Certificates at D
-------------------------------------------------------------
Fitch downgrades CWMBS (IndyMac) Inc.'s mortgage pass-through
certificates, series 1994-T:

   a) Class B4 rated 'CCC' is downgraded to 'D';

   b) Class B3 rated 'BBB' is placed on Rating Watch Negative.

These actions are taken due to the level of losses incurred and
the high delinquencies in relation to the applicable credit
support levels as of the Nov. 25, 2000 distribution.


DENALI INC: Doesn't Make Interest Payment; Restructuring Underway
-----------------------------------------------------------------
Denali Incorporated (OTC Bulletin Board: DNLI) announced that the
Company will pursue a Restructuring Plan.

"Denali's Restructuring Plan has two major parts:

   (1) protecting and fostering the strengths and performance of
       Denali's underlying businesses; and

   (2) pursuing all available means to restructure the Company's
       balance sheet and strengthen its financial position," said
       Dick Volk, Chairman, CEO and President.

"We see real strengths and values in all components of our
business. The Restructuring Plan adopted by the Board of Directors
today reflects the Company's commitment to preserving and
enhancing business unit performance," Volk stated. "While we
protect and foster our underlying businesses, we must also
restructure Denali's balance sheet and strengthen our financial
position. With the assistance of outside financial and legal
advisors, we intend to pursue aggressive negotiations to
restructure existing obligations as well as efforts to seek new
financing."

As previously announced, the Company is in default on its domestic
and European credit facilities, and its domestic senior lenders
executed a forbearance agreement whereby unpaid principal
installments were deferred until November 30, 2000. During the
week of November 27, 2000, Denali learned in discussions with
William Blair Mezzanine Capital Fund III, L.P. ("Blair") that
Blair had decided not to proceed with its previously proposed $23
million investment in the Company. The proposed investment by
Blair had been viewed by the Company and its lenders as a
potential solution to the Company's liquidity problems.

As a result of Blair's decision, the Company advised its domestic
senior lenders that it will not make its November 30, 2000
scheduled principal and interest payments. The Company has
initiated discussions with both domestic and European lenders
seeking continued forbearance to allow Denali to develop,
negotiate and implement the various components of its
Restructuring Plan. The Company also has commenced efforts to
evaluate and pursue alternative potential sources of new
financing. There is no assurance that the Company will be
successful in its negotiations with its creditors or that it will
be able to obtain new financing, each of which Denali's management
currently anticipates will be necessary for the Company to
continue as a going concern. However, based upon discussions to
date with lenders and other third parties, as well as management's
assessments of the strengths and values of Denali's underlying
businesses, the Company believes that its Restructuring Plan can
be implemented.

"We at Denali will do our best to continue to earn the support and
cooperation of our customers, suppliers and other third parties,"
said Volk. "With that support and cooperation, we believe our
Restructuring Plan can be a success for everyone."

Denali Incorporated is a provider of fluid handling products,
specializing in corrosion-resistant applications in process
industries. The Company is a manufacturer of engineered
fiberglass-composite products, including tanks, vessels, and
piping systems, as well as steel, above-ground storage tanks. The
Company also distributes a wide range of engineered products and
systems.

Denali Incorporated is headquartered in Houston, Texas, and
markets its products worldwide through its subsidiaries
Containment Solutions (Houston); Plasticon Fluid Systems companies
(headquartered in Tulsa) consisting of Ershigs, Fibercast, Belco,
Plasti-Fab, and SEFCO; and the Welna companies of Plasticon Europe
and Hanwel Europe (The Netherlands and Germany), Plasticon Poland,
Plasticon U.K., and Plasticon France.


EMPLOYEE SOLUTIONS: Reaches Accord with Noteholders' Committee
--------------------------------------------------------------
Employee Solutions, Inc. (OTCBB:ESOL) announced that it has
reached an agreement in principle with an ad hoc committee
comprised of certain holders of its $85,000,000 10% Senior Notes
due 2004, with respect to a financial restructuring plan for the
Company's debt and equity.

"We spent considerable time crafting a transaction that, given the
Company's circumstances and challenges, would provide a reasonable
outcome for the interested parties," said Quentin P. Smith Jr.,
Employee Solutions president and CEO.

Employee Solutions Chairman Sara Dial commented: "With the
essential terms of the restructuring negotiated, the completion of
documentation, the satisfaction of certain closing conditions, the
regulatory process and the shareholder vote remain to be
accomplished before ESI is positioned to operate unencumbered by
its historical balance sheet problems."

"Due to the extended time needed to complete negotiations and
prepare documents, the dates for mailing the proxy statement and
the annual shareholders meeting will be reset from November 27,
2000, and December 14, 2000, respectively. New dates will be
announced shortly," continued Ms. Dial.

The proposed financial restructuring plan is subject to certain
conditions, including completion of final documentation, approval
of the final terms by the interested parties, approval of
proposals to be presented at the Company's shareholders meeting,
receipt of all required regulatory approvals, and the absence of
any order by any court or governmental body having jurisdiction
restraining or enjoining the consummation of the plan.

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


FORTRESS GROUP: Moody's Junks Senior Notes & Issuer Rating
----------------------------------------------------------
Moody's Investors Service lowered the ratings of The Fortress
Group Inc.'s $100 million 13.75% senior notes, due 2003, to Caa2
from B3, and its issuer rating to Caa2 from B3. The senior implied
rating is confirmed at B3 and the outlook is negative.

Prompting the rating action and negative outlook is the company's
continued weak financial performance over the past few years,
which accompanies thin to nominal interest coverage after Fortress
took on a large amount of debt during its acquisition frenzy
between 1995 and 1998. Additional causes are Fortress's inability
to integrate the financing side of the company, creating a complex
and costly banking structure, the structural subordination of the
senior notes to secured bank financing, and high leverage.

Incorporated into the ratings is the consideration of a large
number of banks (28) and bank facilities (41) at the operating
subsidiaries. Approximately $495 million of secured financing was
in place at 9/00, with $210 million borrowed. Moody's is concerned
Fortress may face a liquidity crunch over the next two years as a
majority of its bank facilities are renewed annually and the banks
may not wish to renew based on the following; the senior note
coming due in 2003, the company's continued modest interest
coverage resulting from high debt levels; along with the
possibility the banks may look to exit or reduce their exposure
during a downturn, as historical practices suggest. Availability
on its bank facilities at the operating subsidiaries as of
September 30, 2000 was $36 million however only $26 million was
available to be upstreamed to its parent.

As a result of certain restrictions within the senior note
indenture, the company was unable to make dividend payments on its
preferred stock due 10/2/00 or repurchase preferred stock that had
become redeemable. As a result of this constraint, some of the
preferred stock holders have taken legal action against the
company. In addition, the weak performance of the company may
inhibit the company from raising further capital if needed.

Nine month results as of 9/30/00 were weaker then at 9/30/99, with
sales down 5% and homebuilding operating margins (before good will
amortization and special charges) of 2.6% versus 3.2%. The Las
Vegas division continues to adversely affect the companies
improving financial performance in other divisions, and the
company has taken steps in recent months to restructure this
division. New orders for the 3rd qtr. were down 9.1% as a result
of softening in several markets, and delays in the opening of new
communities.

The Fortress Group, Inc., headquartered in McLean, Virginia, is a
national diversified homebuilder, building single-family homes for
first-time, move-up and luxury homebuyers in many of the nation's
strongest housing markets.


GRAND UNION: Announces Agreement with C&S To Acquire 5 Stores
-------------------------------------------------------------
Hannaford Bros. Co. Executive Vice President and Chief Operating
Officer Ronald C. Hodge announced that the company has signed an
agreement with C&S Wholesale Grocers, Inc. of Brattleboro, VT to
acquire five Grand Union stores. Grand Union filed for protection
under the U.S. Bankruptcy Code on October 3.

The stores are located in Milton, VT; Enosburg Falls, VT;
Kingston, NY; Delmar (Elsmere), NY; and Saugerties, NY. The
agreement between Hannaford and C&S is subject to approval by the
Bankruptcy Court liquidating Grand Union assets. Before Hannaford
can assume possession of the stores additional approvals must be
obtained and other conditions met.

"We look forward to bringing these stores under the Hannaford
banner," said Hodge, noting that the stores will be closed briefly
for re-merchandising.

Founded in Portland, Maine in 1883 and based in Scarborough,
Maine, Hannaford Bros. Co. today owns and operates 107 supermarket
and food and drug combination stores in Maine, New Hampshire,
Vermont, Massachusetts and New York. A wholly owned subsidiary of
Delhaize America, Inc., (NYSE: DZA) Hannaford employs 17,000
associates in five states. Its web site is www.hannaford.com.


JITNEY JUNGLE: Winn-Dixie Offers 140 Jobs in 72 Acquired Stores
---------------------------------------------------------------
Winn-Dixie Stores Inc., which recently acquired 72 stores from the
ailing Jitney Jungle Stores of America, announces that it has
offered 140 jobs to former Jitney workers, The Associated Press
reports.  The stores are located in Louisiana and Mississippi.
Jitney Jungle, which sold the stores as part of its reorganization
plan, filed for Chapter 11 in October 1999.  The sale will be
completed early of next year.


KITTY HAWK: Files Amended Joint Plan of Reorganization
------------------------------------------------------
Kitty Hawk, Inc. filed an Amended Joint Plan of Reorganization and
supplemental Disclosure Statement with the U.S. Bankruptcy Court.
The Company, which has been operating under Chapter 11 protection
since May 1, 2000, also received Court approval of an extension of
the exclusive period during which the company can file a plan of
reorganization and solicit acceptances thereof.  (New Generation
Research Inc., 30-Nov-00)


L&H/DICTAPHONE: Stonington Sues to Rescind Merger Deal
------------------------------------------------------
Describing its request for rescission of a merger agreement and
ancillary agreements as "extraordinary relief", David C. McBride,
Esq., Josy W. Ingersoll, Esq., and John J. Paschetto, Esq., of the
firm of Young, Conaway, Stargatt & Taylor, LLP, of Wilmington,
Delaware, joined by Alan S. Goudiss, Esq., H. Miriam Farber, Esq.,
and Thomas Childs, Esq., of Shearman & Sterling in New York, filed
suit on behalf of Stonington Partners, Inc., Stonington Capital
Appreciation 1994 Fund, L.P., and Stonington Holdings, L.L.C. in
the Court of Chancery in Castle County, Delaware, on November 27,
2000, naming as defendants Lernout & Hauspie Speech Products,
N.V., and each of Jo Lernout, the co-founder and until November,
2000, the co-chairman of the Board of Directors and a Managing
Director of L&H, Pol Hauspie, the co-founder and until November,
2000, the co-chairman of the Board of Directors and a Managing
Director of L&H, Gaston Bastiaens, the president and chief
executive officer of L&H prior to August, 2000, and Nico Willaert,
the vice-chairman of L&H and until November, 2000, a Managing
Director of L&H, individually.

Claiming that Lernout & Hauspie Speech Products had touted itself
as the market leader in the field of speech recognition software
and related products to its competitors, bankers, and a variety of
investors and potential partners that it was capitalizing on
leading-edge technology that would transform computing and
personal communications, and in the process, generate huge
revenues and earnings. Stonington says, simply, "This was a lie."

Stonington claim that without external growth through mergers and
acquisitions, L&H could not sustain its revenues, profits or
projections. Barely six months after completing its merger with
Dictaphone Corporation and Dragon Systems, Inc., L&H announced
that it would have to restate its financial statements for 1998,
1999, and the first half of 2000 due to accounting irregularities.
The Plaintiffs claim they were fraudulently inducted into entering
into an agreement of merger and other related agreements in
agreeing to sell its 96% stock ownership of Dictaphone to the
defendants in exchange for stock in L&H. Fearing that the
Dictaphone stock interests would be pledged to L&H's bank lenders,
Stonington sought to rescind these agreements and be restored to
its status quo ante, meaning the plaintiffs would once again
be the owners of the majority of Dictaphone's stock. The
Plaintiffs also seek damages based on false representations and
warranties made in the merger documents.(L&H/Dictaphone Bankruptcy
News, Issue No. 1; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


NORTHPOINT: Moody's Junks All Debt Ratings & Continues Review
-------------------------------------------------------------
Moody's Investors Service has downgraded the rating of Northpoint
Communications Group, Inc.'s $400 million, 12-7/8% senior
unsecured notes due 2010 to Caa2 from Caa1, its senior implied
rating to Caa1 from B3, and its issuer rating to Caa2 from Caa1.
All ratings remain on review for a possible further downgrade.

This action follows the announcement by Verizon Communications,
that it has terminated its August, 2000 agreement to take a 55%
investment in "new" Northpoint; a company formed to effect the
merger of the combined companies' DSL businesses. Northpoint has
disputed that Verizon is entitled to terminate its agreement.

Moreover, Northpoint has revised its previously announced third
quarter financial results to reflect quarterly revenues of $24
million down from the $30 million previously reported. In
connection with the revised filing, Northpoint cited its decision
not to recognize revenues from sales to certain customers,
including delinquent, privately-held ISP's representing 26,700 of
its total 87,300 installed lines as of September 30 2000.
Northpoint has indicated the possibility that additional customers
may be unable to pay for services in the future on a timely basis.

Northpoint's revised Q3 financial results reflect liquid assets of
approximately $150 million, as well as $165 undrawn under an
expandable secured credit facility. Moody's considers that, in the
absence of additional funding, the company's present level of
liquidity will be sufficient to sustain its operating and capital
expenditure requirements for a relatively moderate period of time.

The review will consider the impact of Verizon's announcement on
Northpoint, the likelihood that Northpoint will be able to obtain
additional funding given current investor sentiment for the DSL
sector, and the ability of Northpoint to sustain its business plan
in light of its relatively constrained liquidity.

Based in San Francisco, California, Northpoint provides dedicated
Internet access service via digital subscriber line (DSL)
technology.


OWENS CORNING: Hires Lazard Freres as Investment Bankers
--------------------------------------------------------
Owens Corning and its 17 debtor-affiliates present their
application to Judge Walrath seeking authority to employ Lazard
Freres & Co. LLC as their investment bankers in these chapter 11
cases. The services to be provided by Lazard include:

   (a) Reviewing and analyzing the Debtors' business, operations
and financial projections;

   (b) Evaluating the Debtors' debt capacity in light of its
projected cash flows;

   (c) Assisting in the determination of an appropriate capital
structure for the Debtors;

   (d) Determining a range of values for the Debtors on a going-
concern and liquidation basis;

   (e) Advising the Debtors on tactics and strategies for
negotiating with its various groups of creditors;

   (f) Rendering financial advice to the Debtors and participating
in meetings or negotiations with the creditors in connection with
any restructuring transaction;

   (g) Advising the Debtors on the timing, nature and terms of any
new securities, other consideration or other inducements to be
offered pursuant to any restructuring transaction;

   (h) Assisting the Debtors in preparing any documentation
required in connection with any restructuring transaction;

   (i) Providing financial advice and assistance to the Debtors in
developing and obtaining approval of a plan of reorganization, as
the same may be modified from time to time, under Chapter 11;

   (j) Assessing the possibilities of bringing in new lenders
and/or investors to replace, repay or settle with any of the
creditors;

   (k) Advising the Debtors with respect to negotiations and
structure of any potential sale transaction with any third party;

   (l) Advising in arranging financing (including debtor-in-
possession financing or exit financing) for the Debtors;

   (m) Advising and attending meetings of the Debtors' Board of
Directors and its committees;

   (n) Providing testimony, as necessary, in any proceeding in any
judicial forum; and

   (o) Providing the Debtors with other appropriate general
restructuring advice.

Within the twelve-month period prior to commencement of these
Chapter 11 cases, the Debtors had retained Lazard for investment
banking services in and paid Lazard the sum of $1 million for all
prepetition fees and expenses. For its post-petition services,
Lazard holds a retainer in the amount of $400,000.

Lazard's fees for post-petition services include:

   (a) A fee of $200,000 per month as a monthly advisory fees, to
be credited to the restructuring transaction fee;

   (b) A $9,950,000 restructuring transaction fee; and

   (c) A sales fee. If the Debtors determine to sell all or
substantially all of their assets, or the majority of the equity
interests, Lazard will act as sale agent and be paid a fee of
between 30-34% of all transactions from $4-6 billion, 35-36% of
all transactions between $3-5 billion, and 36-40% of all
transactions from $2-4 billion. If this fee is paid, the
restructuring transaction fee will be fully credited against the
total sales fee.

As part of its compensation to Lazard, the Debtors have agreed to
certain indemnification and contribution obligations for expenses,
and involvement in any capacity in any action, claim, proceeding
or investigation brought or threatened by or against any person,
including stockholders, arising out of or in connection with the
engagement, including any pre-petition services, but not for any
postpetition performance of any services other than the investment
banking services unless the Bankruptcy Court approves such
indemnification, or for any claim or expense arising solely from
Lazard's gross negligence or willful misconduct.

The Official Committee of Unsecured Creditors, represented by
Davis Polk & Wardwell in New York, has interposed an objection to
the reasonableness of the amount of the success fee requested by
Lazard.  (Owens-Corning Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


OXFORD HEALTH: S&P Assigns Bpi Financial Strength Rating to HMO
---------------------------------------------------------------
Standard & Poor's has assigned its single-'Bpi' financial strength
rating to Oxford Health Plans New Jersey Inc.

This rating reflects the HMO's marginal risk-based capitalization,
weak earnings, and limited financial flexibility given its single-
state concentration.

This wholly owned subsidiary of Oxford Health Plans Inc. is a
Delaware corporation, domiciled in New Jersey, that is licensed
and operating in New Jersey.

Major Rating Factors:

   -- Risk-based capitalization is marginal, as indicated by a
       Standard & Poor's capital adequacy ratio of 47.7% at year-
       end 1999.

   -- Operating performance has been weak, with net losses of
       $22.3 million in 1999 and $44.3 million in 1998.

   -- Liquidity is good, with a Standard & Poor's liquidity ratio
       of 128.9%. Enrollment is weak, based on an average decline
       of 17% over the past three years.



PARAMOUNT SPORTSWEAR: Case Summary and Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Paramount Sportswear, Inc.
         520 Eight Avenue
         New York, New York 10018

Type of Business: Wholesaler of ladies' garments.

Chapter 11 petition Date: December 1, 2000

Court: Southern District of New York

Bankruptcy Case No.: 00-15620

Judge: Allan L. Gropper

Debtor's Counsel: Gilbert A. Lazarus, Esq.
                  Lazarus & Lazarus, P.C.
                  240 Madison Avenue
                  8th Floor
                  New York, NY 10016
                  (212) 889-7400
                  Fax (212) 684-0314

Total Assets: $ 15,177,366
Total Debts : $  8,320,628

20 Largest Unsecured Creditors:

Noah Enterprises, Ltd.
520 Eighth Ave.
New York, NY 10018
(212) 736-2888                                         $ 1,474,888

Won Merchandise Corp
1411 Broadway Rm 1620A
New York NY 10018
(212) 921-9363                                           $ 770,626

Kellywood Company
Sportswear Division
208 North Trenton Street
Rutherford, Tenn 38369
(901) 665-5511                                           $ 468,000

Sterling Factors Corp
500 Seventh Avenue
New York, NY 10018
(212) 575-4410                                           $ 366,041

Winopa Intl.
520 Eighth Ave
New York, NY 10018
(212) 736-2928                                           $ 319,210

Heller Financila
150 E 42nd Street
New York, NY 10017
(212) 880-7000                                           $ 270,466

Nationsbanc Comm Corp                                    $ 214,678

GE Capital 1st Factors                                   $ 173,364

CIT Group Comm Svcs                                       $ 80,018

EDM Kim Prod Group                                        $ 72,164

Robinson MFG Co.                                          $ 43,006

Sitex Textile USA, Inc.                                   $ 32,415

Cohen Greve & Co. CPA's                                   $ 29,506

Arlene Novelty Corp                                       $ 22,811

Alkahn Labels, Inc.                                       $ 21,006

Cent. Bus. Credit Corp.                                   $ 19,779

Bricker & Eckler LLP                                      $ 18,431

Noah Agency                                               $ 18,031

US Healthcare                                             $ 16,633

Roselon Industries, Inc.                                  $ 15,090


PILLOWTEX: Intercompany Claims Accorded Superpriority Liens
-----------------------------------------------------------
Pillowtex and its affiliates ask Judge Robinson to approve the
Debtors' continued use of their current cash management systems,
as modified by the DIP facility, approve the continuation of
certain ordinary course intercompany transactions with certain
nondebtor affiliates of the Debtors, approve the use of the
Debtors' existing bank accounts, business forms, and investment
and deposit guidelines, and accord superpriority status to certain
postpetition intercompany claims against the Debtors.

David G. Heiman of Jones, Day, Reavis & Pogue of Cleveland, Ohio,
and Gregory M. Gordon and Daniel P. Winikka of Jones, Day, Reavis
& Pogue of Jones, Day, Reavis & Pogue of Dallas, Texas, appeared
in Court to ask that the Court approve continued use of the
Debtors' consolidated cash management system. These systems are
located in Canada and Barbados, and provide what the attorneys for
the Debtors describe as well-established mechanisms for the
collection, concentration, management, and disbursement of funds
used in the Debtors' businesses. The Banks involved in these
transactions include Bank of America, First Union National Bank,
Mellon Bank, and the Bank of Nova Scotia.

The Debtors argued that the existing cash management systems
permits the Debtors to:

   (i)   control and monitor corporate funds;

   (ii)  invest idle cash;

   (iii) ensure cash availability; and

   (iv)  reduce administrative expenses by facilitating the
         movement of funds and the development of timely and
         accurate account balance and presentment information.

Since the Debtors have a cash volume of approximately $1.5 billion
annually, the management of the Debtors' cash system is said to be
critical to its successful reorganization.

The Debtors have further disclosed that Pillowtex Canada, Inc., a
Canadian corporation, maintains a Canadian dollar system
consisting of lockbox accounts at the Bank of Nova Scotia that are
used for the collection of deposits received by that entity's
customers. In addition, Fieldcrest Cannon International Sales
Corporation maintains a bank account at Barclays Bank, plc, in
Barbados, with a nominal amount of approximately $2400. Neither
Pillowtex Canada nor Fieldcrest Cannon International have
commenced reorganization or liquidation proceedings. The Debtors
use these accounts for funding the nondebtor entities' working
capital requirements, payment for purchased goods, and certain
accounts receivable. The Debtors propose to continue to utilize
these accounts in the same manner post-petition as these accounts
result in reduced administrative costs and avoid disruption to the
Debtors' consolidated cash management systems.

The Debtors also proposed to continue use of their existing bank
accounts and business forms to avoid substantial disruption of the
normal course of their businesses and to preserve a "business as
usual" atmosphere. To protect against the inadvertent payment of
prepetition claims, all of the banks involved in the Debtors' cash
management system will be advised immediately upon the Court's
approval not to honor checks issued prior to the petition dates,
unless expressly ordered to do so by the Court.

The Debtors further proposed that they not be required to include
the legend "Debtor in Possession" or a "debtor in possession
number" on any checks or other business forms.

The Debtors also requested that the Court authorize and direct
that all applicable banks and other financial institutions
receive, process, honor and pay any and all checks drawn on the
Debtors' disbursement accounts to pay (i) employee wages and
compensation, and (ii) various federal, state and local taxes
relating to wages and compensation, regardless of whether such
checks were presented prior to or after the petition date,
provided only that there are sufficient funds available in the
applicable accounts to cover such payments. Because these payroll
and tax accounts are separate and identifiable disbursement
accounts, checks other than those drawn on the payroll accounts
and the payroll ax accounts would not be honored inadvertently.
The Debtors further requested that the participating banks in the
Debtors' cash management system be permitted to charge back
returned items against amounts from time to time on deposit in
the prepetition bank accounts, regardless of whether such amounts
were deposited pre- or postpetition and regardless of whether the
returned items relate to pre- or postpetition items, and to assess
and deduct their normal servicing charges made in the ordinary
course of business.

The attorneys for the Debtor also argued that, as the Debtors are
large, sophisticated companies with a complex cash management
system that provides the Debtors with the capability of rapid
transfer of funds to ensure their safety, the Debtors should be
permitted to utilize safe investment vehicles to invest idle cash.
These investments would be limited to United States government
securities, commercial paper with a grad of A1P1, and other
comparable securities.

Finally, the Debtors urged that the Court grant "superpriority"
status to intercompany claims. These claims result from the
Debtors' use of transfers into and out of a Concentration Account
in which the entities and the non-debtor entities commingle funds.
Therefore, at any given time there may be balances due and owing
from one Debtor to another Debtor, and between certain Debtors and
the non-debtor affiliates. These balances represent extensions of
intercompany credit. The Debtors state that they maintain strict
records of all transfers of cash and can readily ascertain,
trace, and account for all intercompany transactions, and will
continue to maintain such records, including records of all
current intercompany accounts receivable and accounts payable.

To ensure that each individual Debtor will not, at the expense of
its creditors, fund the operations of another entity, the Debtors
urged that the Court accord superpriority status to all
intercompany claims against a Debtor by another Debtor or a
nondebtor affiliate arising after the Petition Date as a result of
intercompany transactions through the Debtors' cash management
systems. This superpriority status would give the resulting debts
priority of payment over any and all administrative expenses,
subordinated only to the (i) priorities, liens, claims and
security interests granted under the DIP Facility, and (ii) other
valid liens. (Pillowtex Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 609/392-0900) (Pillowtex Bankruptcy
News, Issue No. 2; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


PLAY-BY-PLAY: Closes Restructuring & Extends Licensing Agreements
-----------------------------------------------------------------
Play-By-Play Toys & Novelties, Inc. (Nasdaq: PBYP) announced that
it had completed the restructuring and extended the terms of three
material entertainment-character licensing agreements with a
particular licensor scheduled to expire on December 31, 2000. On
November 14, 2000, the Company announced that it had executed
amendments modifying certain terms and providing for multiple-year
extensions of these three licensing agreements including two-year
extensions of the payment period for the remaining unpaid balance
of the guaranteed minimum royalties due to the licensor. The
aforementioned amendments were conditioned upon the Company
obtaining extensions of the existing surety bonds securing payment
of the guaranteed minimum royalties over the amended licensing
periods. The Company secured renewals and extensions of the surety
bonds over the amended licensing periods by the specified deadline
as required by the licensor.

Arturo G. Torres, Chairman of the Board and Chief Executive
Officer of Play-By-Play commented, "The renewal and extension of
these major licensing agreements represents a very significant
milestone in Play-By-Play's turnaround situation. With the
licensing situation resolved, we are better able to focus on
restructuring and cost saving measures."

Richard R. Neitz, President and Chief Operating Officer of Play-
By-Play, commented, "We are obviously pleased these negotiations
are now complete. This was a significant objective in our
turnaround efforts."

Play-By-Play Toys & Novelties, Inc. designs, develops, markets and
distributes a broad line of quality stuffed toys, novelties and
consumer electronics based on its licenses for popular children's
entertainment characters, professional sports team logos and
corporate trademarks. The Company also designs, develops and
distributes electronic toys and non-licensed stuffed toys, and
markets and distributes a broad line of non-licensed novelty
items. Play-By-Play has license agreements with major corporations
engaged in the children's entertainment character business,
including Warner Bros., Paws, Incorporated, Nintendo, and many
others, for properties such as Looney Tunes(TM), Batman(TM),
Superman(TM), Scooby-Doo(TM), Garfield(TM) and Pokemon(TM).


PLIANT CORP: Moody's Puts Debt Ratings on Review for Downgrade
--------------------------------------------------------------
Moody's Investors Service placed the debt ratings of Pliant
Corporation (formerly known as Huntsman Packaging Corporation)
under review for possible downgrade.

The ratings under review are:

   a) B3 assigned to the $220 million 13% senior subordinated
       notes, due 2010;

   b) B2 senior unsecured issuer rating;

   c)  B1 assigned to the $580 million senior secured facility
        consisting of a $100 million revolver, $200 million term A
        loans and $280 million term B loans; and

   d) the B1 senior implied rating.

The review for possible downgrade is in response to the company's
sequentially weak operating results through the nine months ended
9/30/00 which are primarily driven by softer than expected volume
and the prolongued effects of resin cost increases. During this
period, EBIT has been substantially lower than Moody's
expectations and has resulted in strained interest expense
coverage and negative retained cash. In spite of full availability
under the $100 million revolver at 9/30/00, it is Moody's opinion
that liquidity is constrained by moderate cushion under amended
bank covenants (revised 9/30/00). Our review will include an
examination of volume, margin sustainability, returns on invested
capital, capacity utilization, cost/productivity initiatives,
working capital management, customer base stability, and sponsor
relations.

Pliant Corporation (formerly known as Huntsman Packaging
Corporation) is a Salt Lake City, Utah based producer of polymer-
based, value-added films for flexible packaging, personal care,
medical, agricultural and industrial applications worldwide.


PRESIDENT CASINOS: Bondholders Agree to Extend Maturity of Notes
----------------------------------------------------------------
President Casinos, Inc. (OTC Bulletin Board: PREZ) announced that
it had entered into an agreement with a majority of the holders of
its 13% Senior Notes due September 15, 2001, of which $75 million
are outstanding, and all of the holders of its 12% Notes due
December 15, 2001, of which $25 million are outstanding.

The agreement provides for a restructuring of President's debt
obligations under the notes and the application of certain of the
proceeds received by the Company from the recently completed sale
of the Company's Davenport, Iowa operations. Pursuant to
President's agreement with the noteholders, the Company utilized
approximately $2 million of the net proceeds from the sale to pay
the remaining balance of indebtedness on the President's Biloxi
casino vessel. In addition, approximately $43 million of the
proceeds from the sale of the Davenport, Iowa operations has been
deposited with a securities intermediary. Of this amount, $12.75
million will be used to pay missed interest payments due March 15,
2000 and September 15, 2000 on the 12% and 13% Notes; $25 million
will be used to partially redeem the 12% and 13% Notes as soon as
practicable; and approximately $5.3 million will be used to pay
interest due March 14, 2001 on the 12% and 13% Notes.

As part of the restructuring, the maturity of the 12% Notes and
the 13% Notes would be extended from September 15, 2001 to
September 15, 2003, if the Company meets certain interest coverage
ratios for the first half of calendar 2001. In lieu of the $25
million partial redemption of the 13% Notes scheduled for
September 15, 2000, the restructured 13% Notes would provide for a
sinking fund payment of $15 million due July 31, 2001, a date
which would be subject to extension based upon completion of the
contemplated relocation of the President's St. Louis casino
operations on the Admiral and certain slot machine improvements.

The sinking fund payment is also subject to extension or
termination based upon satisfaction of certain performance based
tests by the President's St. Louis operations for the calendar
quarter ending in June 2001, and each quarter thereafter on a
rolling basis. In addition to the forgoing, as part of the
restructuring certain additional assets of President would be
pledged to secure the 13% Notes and President would issue to the
holders of the 12% Notes and the 13% Notes warrants to purchase up
to 10% of the fully diluted common stock of President at an
exercise price of $2.625 per share.

To consummate the restructuring, President will solicit consent of
the noteholders to waive certain defaults and to amend the
Indentures governing the 12% Notes and the 13% Notes. President
has until May 30, 2001 to cause the restructuring to close and
become effective unless such date is extended. In the event the
reorganization is not completed by means of consent solicitation,
the Company anticipates seeking a final order of a court
confirming the restructuring as part of a plan of reorganization.

Mr. John S. Aylsworth, President and Chief Operating Officer of
President, said, "This agreement marks a major step in the
extensive efforts by the Company to reorganize its financial
situation and is anticipated to extend the maturity of the
Company's obligations under the two Indentures until September 15,
2003. We believe this period of time will be sufficient to enable
us to realize the full value inherent in our assets. Negotiations
to restructure our other indebtedness are continuing."

This release is not and shall not be deemed to be a solicitation
for consents to waivers and amendments to the Indentures.
Acceptance of the restructuring will not be solicited from any
holder of the notes until it has received the disclosures required
under applicable law

President Casinos, Inc. owns and operates gaming facilities in
Biloxi, Mississippi and downtown St. Louis, Missouri near the base
of the Gateway Arch.


PSINET, INC: Securityholder Lawsuits Continue to Roll In
--------------------------------------------------------
The law firm of Spector, Roseman & Kodroff, P.C. announces that a
class action lawsuit has been commenced in the United States
District Court for the Eastern District of Virginia against
defendants PSINet, Inc. (Nasdaq: PSIX), William L. Schrader
(Chairman and CEO), Harold S. Willis (President and Chief
Operating Officer), and Larry Hyatt (Chief Financial Officer and
Executive V.P.), on behalf of purchasers of the securities of
PSINet between May 9, 2000 and November 2, 2000, inclusive.

The complaint charges that defendants violated Sections 10(b) and
20(a) of the Securities Exchange Act of 1934, and Rule 10(b)-5
promulgated thereunder, by issuing a series of material
misrepresentations to the market between May 9, 2000, and November
2, 2000. For example, as alleged in the complaint, on August 8,
2000, PSINet issued a press release announcing a 125% revenue
growth in the Company's second quarter of 2000 over the comparable
1999 quarter, and boasted of the Company's growing international
web-hosting presence. On September 15, 2000, PSINet publicly
advised the investing community that (among other things) its
revenue for the second half of 2000 will triple from the same
period in 1999, and that the Company will attain profitability.

The statements are alleged to have been materially false and
misleading because the Company was experiencing severe operational
difficulties in executing its strategy, and because their
statements of growth were lacking in any reasonable basis when
made. On November 2, 2000, PSINet issued a press release
announcing the resignation of its president, a planned dramatic
restructuring of the Company, and fourth quarter results well
below its prior guidance. In response to this announcement the
price of PSINet common stock plummeted by more than 55%.

For additional information, contact Robert M. Roseman, Esq., toll-
free at 888-844-5862 or via E-mail at
classaction@spectorandroseman.com. For more detailed information
about the firm please visit its website at
http://www.spectorandroseman.com.

Spector, Roseman & Kodroff, P.C., located in Philadelphia,
Pennsylvania and San Diego, California, concentrates its practice
in complex litigation including actions dealing with securities
laws, antitrust, contract and commercial claims. The firm is
active in major litigation pending in federal and state courts
throughout the United States. The firm's reputation for excellence
has been recognized on repeated occasions by courts which have
appointed the firm as lead counsel in numerous major class actions
involving violations of the federal securities laws and the
federal antitrust laws. As a result of the efforts of the firm,
and its members, hundreds of millions of dollars have been
recovered on behalf of thousands of defrauded shareholders and
companies.


RSL COMMUNICATIONS: Moody's Cuts Senior Unsecured Rating to Caa3
----------------------------------------------------------------
Moody's Investors Service today lowered the senior unsecured debt
ratings of RSL Communications PLC (RSL) to Caa3 from B3. The
ratings downgrade reflects RSL's inability to achieve the cash
flow levels anticipated by Moody's as well as the company's
relatively constrained liquidity position. This concludes Moody's
review which was initiated on August 14, 2000. The outlook is
negative.

The ratings reflect RSL's minimal levels of cash and marketable
securities on hand and negative internal cash generation necessary
to fund its operations over the intermediate term, as well as
Moody's view that RSL has limited access to capital given current
market conditions. At September 30, 2000, RSL had approximately
$98 million in cash (of which approximately $48 million was
attributable to subsidiaries deltathree.com and Telegate and not
necessarily available to fund the core operations of RSL) and $54
million in short-term marketable securities. In addition, the
company has access to a $100 million loan facility provided by
Ronald S. Lauder the company's chairman and principal shareholder,
of which $25 million was drawn at September 30, 2000. RSL's cash
requirements for operating activities, capital expenditures, and
acquisitions for the first nine months of 2000 totaled about $480
million. Moody's considers that in the absence of additional
funding, the company's present level of liquidity will be
sufficient to sustain its operating and capital expenditure
requirements for a relatively moderate period of time.

RSL has announced its intention to partially fund operations and
future growth through the sale of non-core assets. Management has
identified the sale of RSL Germany's remaining interest in
Telegate Holdings to provide liquidity during the first quarter of
2001. In May 2000, RSL Germany entered into an agreement with Seat
Pagine Gialle Spa (SEAT) giving RSL the right to sell its
remaining equity interest in Telegate to SEAT for either cash or
equity at the option of SEAT on or after January 1, 2001. RSL has
identified other assets for sale including its operations in
Australia, Canada and Japan. However, the timing and estimated
proceeds from such sales are uncertain. RSL has announced steps to
conserve cash which Moody's believes will assist the company's
near term liquidity constraint. However, we believe that
additional funding beyond asset sales will be required for the
company to execute its long term business plan.

Details of the rated issues are as follows:

   a) Senior Implied downgraded to Caa3 from B2

   b) Issuer Rating downgraded to Caa3 from B3

   c) Guaranteed Senior notes downgraded to Caa3 from B3:

       * $172.5 million 12.25% senior notes due 2006

       * $200 million 9.125% senior notes due 2008

       * $328 million 10.125% senior discount notes due 2008

       * DM 296 million 10% senior discount notes due 2008

       * $100 million 12% senior notes due 2008

       * $200 million 10.5% senior notes due 2008

       * $175 million 9.875% senior notes due 2009

       * Euro 100 million 12.875% senior notes due 2010

       * $100 million 12.875% senior notes due 2010

   d) Preferred Stock downgraded to "c" from "caa":

       * $100 million Series A convertible preferred stock.

RSL has its headquarters in Hamilton, Bermuda and also maintains
executive offices in New York.


SAFETY KLEEN: Laidlaw Files $6.5 Billion Claim in Bankruptcy Case
-----------------------------------------------------------------
Laidlaw Inc. has filed a $6.5 billion claim against the ailing
waste landfill's Chapter 11 estates, Dow Jones reports. Safety
Kleen Corp. made the disclosure in a recent filing with the SEC.
John Kyte, a spokesman Safety-Kleen, said they had no comment on
the claims except that it will be dealt with in the bankruptcy
court.  

Laidlaw, which owns approximately 44% of the landfill's common
stock stated several categories in its Nov. 7 filing of its
claims:

   - claims for indemnification;
   - reimbursement claims in connection with litigation;
   - claims for fraudulent misrepresentation, fraud, securities
       law violations and related issues;
   - insurance claims;
   - guaranty claims;
   - environmental claims;
   - tax reimbursement claims, and additional miscellaneous
       claims.

Safety-Kleen filed for chapter 11 protection in June, listing
$4.45 billion in assets and $3.14 billion in liabilities as of
Nov. 30.


SCB COMPUTER: Sells Two Business Units As Part of Restructuring
---------------------------------------------------------------
SCB Computer Technology, Inc. (OTCBB:SCBI) announced that as part
of its strategy to focus its operations on core competencies, the
Company has completed the sales of two computer hardware business
units, Proven Technology and Global Services. These non-core
business units, based in New York and Arizona, represented less
than 3% of fiscal year 2000 annual sales and contributed in excess
of 25% of the operating loss in fiscal 2000. The Company also
announced that it expects to close its only other
hardware/software sales business unit and does not plan to accept
any new leases in its computer leasing business unit. These two
business units represented less than 5% of SCB's fiscal 2000
annual sales and contributed in excess of 10 percent of the
operating loss in fiscal year 2000.

T. Scott Cobb, president and chief executive officer, said, "We
are aggressively moving our company toward our core competencies.
As a result of these actions, SCB expects to incur one-time
charges for discontinued operations of approximately $10.0 million
($9.2 million of which are non-cash) in its second quarter that
ended October 31, 2000. Approximately $8.2 million of the total
charges represent the non-cash write-down of goodwill and residual
values booked in the computer leasing business unit. The remainder
is for a loss on the sales of the two computer hardware business
units and a discontinued operations reserve to cover other costs
in the computer leasing and hardware/software sales business
units. The sales of these two business units and the other
restructuring actions are consistent with our strategy to focus
SCB on its core competencies of providing information technology
staffing, consulting and outsourcing services."

Mr. Cobb went on to say, "Since our annual shareholders' meeting
on October 18, 2000, SCB's management and Board of Directors have
completed an extensive analysis of all of the Company's assets and
business units. Based upon this analysis, we intend to take
additional one-time charges of $29.8 million in the second
quarter. Of these charges, $26.9 million represent the write-down
of previously recorded goodwill from the acquisition of two
business units. We have concluded that the operating results of
these operations will no longer support the goodwill originally
recorded."

"We continue to work to improve our operations and expect to
report a small profit from continuing operations for the second
quarter before these unusual and discontinued operations charges,"
Mr. Cobb indicated.

The Company expects to release its unaudited results for the
second quarter on December 6, 2000.

SCB Computer Technology, Inc., is a leading provider of
information technology management and technical services to
Fortune 1000 companies, state and local governments, and other
large organizations. For additional information, visit SCB's home
page at: http://www.scb.com


SECURITY INDEMNITY: S&P Lowers Insurer's Strength Ratings to BBpi
-----------------------------------------------------------------
Standard & Poor's today lowered its financial strength rating on
Security Indemnity Insurance Co. (Security Indemnity) to double-
'Bpi' from triple-'Bpi'.

This rating action is based on the company's weakening
capitalization, geographic concentration, and exposure to
catastrophes.

Located in Brielle, N.J., the company mainly writes commercial
auto (public livery and suburban cabs) and private passenger auto
insurance. It is also a niche writer for the food and beverage
industry--including bars, taverns, pizza parlors, fast food
restaurants, caterers, and hotels/motels--to which it offers
commercial multiperil, monoline fire, and general liability
policies (specifically in the area of liquor liability).

The company, which is licensed in 10 states, derives more than 98%
of its business from New Jersey, New York, and Pennsylvania and
distributes its products exclusively through an affiliated
managing general agent, Specialty Insurance Agency Inc. It began
business in 1987. The company president, Barry Moffett, owns 94%
of the company and 100% of Specialty Insurance Agency Inc.

The company has historically partnered with several large
reinsurers (including MIC Re, General Reinsurance Corp., Reliance
Reinsurance Co., and Royal Insurance Co. of America) to expand its
geographic base while generally retaining only a small portion of
the direct business.

Major Rating Factors:

   -- Capitalization declined in 1999 and was marginal at year-
       end, as indicated by a Standard & Poor's capital adequacy
       ratio of 84.7%. The company was also more leveraged than
       its peers, with a ratio of net premiums written plus
       liabilities to surplus of more than 4.5 times (x). Its NAIC
       risk-based capital ratio, at 118.6%, is also significantly
       below the industry median.

   -- The company's business scope is limited and geographically
       concentrated, with exposure to catastrophes. Net premiums
       written amounted to $11.6 million in 1999, and surplus
       stood at $6.7 million at year-end. New Jersey accounted for
       75.9% of direct premiums written.

   -- Reinsurance recoverables from nonaffiliates to surplus was
       high, at 475% at year-end 1999--a sharp increase from 259%
       in 1998. In addition, the ratio of direct unpaid losses to
       surplus jumped to 3.3x from 1.8x, which could indicate a
       potential reinsurance recovery issue or a slowdown in
       payments. The company reported significant unsecured
       reinsurance balances (included ceded case, reserves for
       incurred but not reported losses, and unearned premium) at
       year-end 1999 with General Re (financial strength rating
       triple-'A') ($3.6 million); Motors Insurance Co. (financial
       strength rating single-'Api') ($34.4 million); and Reliance
       Insurance Co. of PA (rated 'R') ($3.3 million).

   -- On a net basis, operating performance has been strong, with
       an average return on revenue of 12.6% from 1996 to 1999.

The company is rated on a stand-alone basis.


SERVICE MERCHANDISE: Inks Lease & Sublease Deals with Bally's
-------------------------------------------------------------
As part of their Subleasing Program, the Service Merchandise
Company, Inc., sought and obtained the Court's authority, pursuant
to 11 U.S.C. sections 363, to consummate transaction with Bally
Total Fitness Corporation, whereby Bally Total will:

   (1) lease approximately 28,919 square feet of the Texas Store
known as Store Number 353 located in Houston, Texas; and

   (2) sublease the entire 45,416 square feet of the California
Store known as Store Number 125 located in San Francisco,
California.

At the Debtors' behest, the Court has ordered that,

   (a) the applicable lease, mortgage and related documents as to
        which the Debtors are bound do not prohibit the subleasing
        of the Premises to Target, including, but not limited to,
        any necessary renovation to the Premises;

   (b) the interests of the parties to such documents will be
        adequately protected as provided in the Order or as may
        otherwise be agreed to between the Debtors and such other
        parties;

   (c) to the extent that any documents exist, to which the
        Debtors are not a party, that purport to prevent the
        proposed subleasing, such documents are not binding on the
        Debtors and, therefore, cannot prevent the consummation of
        the proposed transaction;

The Court has also approved that the offer of adequate protection
of other parties' interests in such properties in connection with
the Debtors' proposed use of this property, if necessary.

Specifically, the Debtors will lease a portion of the Texas Store
to Bally Total and will sublease the entire California Store to
Bally.

Bally intends to use the Texas Store and California Store each as
a health and fitness center. Bally will not use the Texas Store
for the sale of jewelry or home goods, and Bally's use of the
California Store will be consistent with the use restrictions
contained in the Recorded Documents.

             The Debtor's Description of Bally Total

Bally is a leading commercial retailer of health and fitness
oroducts and services in North America. Bally offers value to its
members by offering a broad range of health and fitness oroducts
arid services, including providing access to state-of-the-art
titness facilities with affordable membership programs. As of
February 29, 2000, Bally operated approximately 370 fitness
centers and had approximately four million members. Since mid-
1997, the Company has been successfully increasing and
diversifying its revenues by offering its members a number of new
ancillary products and services; it has added over 2,200 personal
trainers to its staff and grown revenues from this service to more
than $31 million in 1999. In mid-1999, the number of Bally branded
nutritional products offered was increased early three-fold,
contributing to a nearly 80% increase in sales to over $19 million
in 1999. Consistent with its recent trend of expansion, Bally
has proposed to use the Bally Stores to offer its growing array of
health and fitness products and services.

              The Lease of the Texas Store to Bally

The Debtors own the Texas Store in fee simple. The Texas Store is
encumbered by a mortgage in favor of the FULB Trust. The Debtors
currently pay annual expenses in the aggregate amount of $221,000
for such items as adequate protection payments to the holders of
Mortgage, utility expenses, real estate taxes and other similar
costs.

Under the Bally Lease, the Debtors will lease 28,919 square feet
(approximately half) of the Texas Store to Bally. In return, Bally
will pay the Debtors annual rent in the amount of $274,731,
subject to escalation throughout the Bally Lease term and any
options. In addition, Bally will pay the Debtors additional rent
for its proportionate share of real estate taxes, insurance,
common area maintenance and related expenses.

Bally will be responsible for its own tenant improvements while
the Debtors will renovate the retained portion of the Texas Store
to conform to the initiatives of the Debtors' 2000 Business Plan.

Bally will not sell, assign, mortgage, pledge, franchise, or
transfer the Bally Lease or estate or interest under the lease or
sublet the Texas Store or permit any licensee or concessionaire in
it without the prior written consent of the Debtors, which consent
will not be unreasonable withheld.

However, Bally may, without the consent of the Debtors (i)
license, sublet or contract with concessionaires to operate
ancillary parts of a health club and (ii) assign or sublet its
interest in the Texas Store to certain related and other entities
as more fully described in the Bally Lease but Bally shall remain
liable for the obligations of "Tenant" under the Bally Lease.

On or prior to the Possession Date, Debtors shall deliver a non-
disturbance and attornment agreement from a lender or mortgagee
that appears of record.

          The Sublease of the California Store to Bally

The Debtors lease the California Store pursuant to the Primary
Lease. The Debtors currently pay annual rent of $306,558 as well
as their share of utility expenses, real estate taxes, common area
maintenance charges and other similar costs. Under the Bally
Sublease, the Debtors will lease the entire California Store to
Bally. In return, Bally will pay the Debtors annual rent in the
amount of $567,700. In addition, Bally Total Fitness will pay as
additional rent amounts for real estate taxes, insurance, common
area maintenance and related expenses.

Bally will be responsible for its own tenant improvements and will
renovate the California Store to be suitable for a typical Bally
health and fitness club location.

The Lease requires Bally to make all payments of additional rent
directly to the Primary Landlord in advance of the actual due
date, allowing the Debtors an opportunity to prevent any defaults
under the Primary Lease.

     Assumption of the Primary Lease of the California Store

In connection with the implementation of the Bally Sublease, the
Debtors will assume the Primary Lease. The Debtors believe this
decision is well supported, given the substantial economic
consideration offered under the Bally Sublease.

                           *   *   *

The Debtors submit that, based upon their review of the Primary
Lease, mortgages and related documents as to which they are bound,
nothing contained in such documents would prevent the use of the
Premises for the purposes contemplated by Bally Total. Moreover,
in nearly all such documents, subleasing is permitted without any
third-party consent.

The Debtors do not see any issues presented by the relief requests
as to alterations and signage with respect to the Premises, given
that the Sublease provides that any alterations or signage must
conform to requirements of local law, the Primary Lease and any
other recorded documents.

The Debtors assert that the Bally Transactions represent the best
use of the Bally stores, and the affected parties will be
adequately protected pursuant to these Transactions. The Debtors
have determined, in their reasonable business judgment, that entry
into the Bally Lease and Sublease is in the best interests of the
Debtors, their estates, creditors and interest holders, and is
necessary for the Debtors' prospects for a successful
reorganization. (Service Merchandise Bankruptcy News, Issue No.
14; Bankruptcy Creditors' Service, Inc., 609/392-0900)


UNAPIX SYNDICATION: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Unapix Syndication, 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.: 00-15550

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: $ 2,628,759
Total Debts : $ 1,621,381

18 Largest Unsecured Creditors:

CVT Video                        Dubs                     $ 86,892

Worldwide Entertainment          Film Right Advances      $ 60,000

Chum City International          Production Fees          $ 26,000

Aaron Releasing, Inc.            Film Right Advances      $ 20,000

Blaney McMutry                   Legal                    $ 16,821

Atlantic Satellite               Dubs                     $ 12,264

NAPTE                            Show Booth               $ 10,800

KCAL9 TV                         Production Fee           $ 10,000

Ablaze Entertainment             Sales Consultant          $ 5,200

Mark Anthony
Entertainment                   Agent Fees                $ 5,149

Entertainment
Comm. Network                   Dubs                      $ 4,236

Elements                         Dubs                      $ 2,377

Atlantis Imaging                 Dubs                        $ 820

Allied Office Product            Office Supplies             $ 695

C2 Media                         Dubs                        $ 656

John Barrett                     Sales Consultant            $ 422

Betelgeuse                       Dubs                        $ 219

FS Imaging                       Dubs                        $ 116


UNITED REFINING: Moody's Reviewing 10.75% Senior Unsecured Notes
----------------------------------------------------------------
Moody's Investors Service placed United Refining Company's B3
rating on $200 million of 10.75% senior unsecured notes due 2007
and B3 senior implied rating under review with the direction
uncertain. The ratings may be confirmed, downgraded, or upgraded,
though an upgrade is the least likely of the outcomes. The action
reflects United's possible $80 million ($5.75/share) cash tender
for Getty Petroleum Marketing, Inc.'s (GPM) common shares, pending
due diligence and environmental review of GPM's operations. The
offer would compete with Lukoil's existing $71 million or
$5.00/share cash tender. Any acquisition would be executed by an
unrestricted United subsidiary.

GPM previously reported that United arranged funding for a
contribution of $30 million in equity towards acquiring GPM.
United's 10-K release scheduled for today should provide further
details. Given United's asset structure, balance sheet condition,
and indenture provisions, Moody's anticipates that United arranged
this funding by selling retail assets. Given the fact that a
United subsidiary is also arranging acquisition debt and would
execute the acquisition, Moody's assumes United would contribute
about $30 million in equity to that unrestricted acquisition
subsidiary and that that subsidiary would itself raise about $60
million in secured debt to acquire GPM.

The review will assess: the degree to which United's assumed fund
raising through asset sales moved earnings power and operating
asset value away from bondholders; potential credit dilution due
to an associated equity contribution to an unconsolidated
subsidiary should United win GPM; the degree to which strong
operating performance in the quarter ended August 31, 2000 helps
to offset potential credit dilution from a GPM acquisition;
current fiscal 2001 operating trends; and pro-forma credit
strength if United wins GPM. A GPM acquisition may strengthen the
consolidated United operating base, but its impact on United's
consolidated credit standing would depend on what United pays for
GPM, how it will be funded, and further due diligence into GPM's
operations. The ratings review will also factor in the potential
future costs and potential margin and product yield benefits of
United's proposed coker project.

The ratings would likely be confirmed if United does not proceed
with a GPM bid. If United bids for and wins GPM, the senior
implied rating would reflect the implied credit standing of
consolidated United and GPM, but United's note rating would
reflect the notes' position within United, their degree of non-
recourse insulation from the GPM acquisition subsidiary, and the
relative potential for United to contribute further support to
that subsidiary at a later date. Moody's has been informed that,
if United acquires GPM, any debt or other liabilities of the
acquiring unrestricted subsidiary would be non-recourse to United.
While the transaction would move resources away from United's
bondholders, expected fiscal 4Q2000 and 1Q2001 strength may offset
some of this lost credit support. On the other hand, in light of
inherent acquisition risk, significant debt in the unrestricted
subsidiary that would own GPM, and lenders' likely restrictive
covenants on that subsidiary's debt, the pro-forma net value to
bondholders of United's equity investment in that subsidiary is
uncertain at this time. Bondholders would be structurally
subordinated to significant debt and that debt would also likely
not permit dividends to United until substantial deleveraging had
occurred.

At July 31, 2000, Getty Marketing carried $66 million of accounts
payable, accrued expenses, and gasoline taxes payable in support
of $14 million of receivables, $24 million of inventories, and $6
million of prepaid expenses. It operates with negative working
capital but this has been a sustainable outgrowth of its working
capital cycle and has been an attractive source of funding. GPM
sells largely on cash terms, while it procures inventory on trade
terms and gains additional funding due to the lag between its
collection of gasoline excise taxes at the pump and the time these
taxes are paid to the government. GPM has been generating
operating losses but does generate positive EBITDA.

While GPM carries low balance sheet debt, it carries large lease
obligations to Getty Realty. GPM's principal asset is a master
lease for 1,287 gasoline and convenience store sites. About 1,000
are owned by Getty Realty and leased to GPM. Environmental
liabilities for about 500 of those units are GPM's responsibility
while Getty Realty is responsible for environmental liabilities on
the other 500 units. The remaining 287 units are owned by third
parties that lease the units to Getty Realty which then subleases
the units to GPM.

GPM's retail sites tend to be small to medium sized retail
gasoline stations and convenience stores. United's $80 million
offer equates to an average price of $61,538 per leased site. GPM
operates in 13 states in the Northeast and Mid-Atlantic States. It
also owns a fuel oil, kerosene, and propane business serving
residential and commercial customers in the Mid-Hudson Valley of
New York.

A full review of United's performance and financial standing will
follow today's release of its fiscal 2000 annual results and the
resolution of the potential GPM acquisition. Moody's believes
United generated strong results in the fourth fiscal quarter ended
8/31/00. During the nine months ended 5/31/00, EBITDA totaled
$29.6 million and interest expense totaled $17.2 million, versus
$17.9 million of EBITDA and $16.5 of interest in the nine months
ended 5/31/99. Debt on 5/31/00 included $35 million of bank
revolver ($5 million on 5/31/99) and $201 million of long-term
debt. Working capital needs expanded due to very high crude oil
costs so its revolver was temporarily increased from $35 million
to $45 million.

United owns and operates a 65,000 barrel/day in Warren, PA and
operates 309 retail outlets in the surrounding Pennsylvania, New
York, and Ohio area. Until recently, United owned about 230 of
these units. Crude oil is sourced by pipeline from Canada though
United believes it can source up to 65% of its requirement from
U.S. and foreign sources. United's refinery is a relatively
unsophisticated unit but it has faired reasonably well in a
somewhat protected geographic refining and retailing niche. It
tends to run a slate of heavier sour crude, using the resulting
high proportion of heavy bottoms in the asphalt and asphalt
shingle markets. Wide price differentials between light crude oil
and heavy crude oil feedstocks favor its transportation fuels
margins but very high crude oil costs in absolute terms hurt
United's margins on its by-products sales.

Though United has a modest marketing advantage within the
marketing and logistical range of its refinery, its margins are
inherently exposed to general pressures from excess sector supply
and/or demand weakness, to narrowing cost differentials between
light and heavy crudes, and to cost crude oil pressures from
occasional crude pipeline disruptions. United's refinery does not
have a coker, but the firm's asphalt business enables it to
profitably process a significant proportion of cheaper heavy
Canadian crudes as long as cost differentials between heavy and
light crude oils are in normal-to-very-wide ranges and if its
resulting cost of crude oil is sufficiently low to be passed on to
asphalt consumers. Though heavier crude oil yields a higher
proportion of regionally relatively worthless vacuum distillation
tower bottoms, United converts vacuum tower bottoms into paving
and roofing asphalt for the regional market. If United does
proceed with its coker project, this would enable it to increase
its yield of more valuable transportation fuels from its heavy
crude runs.

United Refining Company is headquartered in Warren, Pennsylvania.


UNOVA INC: Fitch Downgrades Senior Notes to B+ & Watch Continues
----------------------------------------------------------------
Fitch has downgraded UNOVA, Inc.'s (UNA) senior notes to 'B+' from
'BB-'. The rating action reflects the impaired position of the
bondholders following the Nov. 13, 2000, amendment of the bank
credit agreement, which provided bank lenders with substantial
collateral. Debt securities affected by this action include $100
million 6.875% senior notes due 2005 and $100 million 7.00% senior
notes due 2008.

The downgrade is consistent with Fitch's actions taken on Nov. 1,
2000, when the company's senior notes were downgraded to 'BB-'
from 'BBB'. While the previous downgrade was attributable to a
severe deterioration in bondholder protection measures resulting
from a dramatic decline in the company's operating performance,
Fitch indicated that the rating on the senior notes would be
further lowered in the event bank creditors obtain a priority
claim over bondholders.

UNA is currently in the process of negotiating to amend or replace
its existing bank credit agreement. At the same time, due to
anticipated covenant violations during the fourth quarter, the
company has amended its credit agreement while also obtaining a
temporary waiver relating to its leverage ratio. The amended
agreement, which expires on Jan. 31, 2001, is now secured by
substantially all of the domestic assets of UNA, subordinating the
senior notes, which had formerly been pari passu with the bank
debt. In addition, maximum borrowings under the agreement have
been reduced to $245 million from $400 million.

The rating remains on Rating Watch Evolving, where it was placed
on June 22, 2000 following the company's announcement that it had
retained an investment bank to explore strategic alternatives. The
Rating Watch Evolving reflects the uncertainty surrounding the
strategic course of action UNA may undertake following this
review.


WHEELING-PITTSBURGH: Honoring Pre-Petition Employee Obligations
---------------------------------------------------------------
Wheeling-Pittsburgh and its debtor-affiliates sought and obtained
authority from Judge Bodoh to pay certain pre-petition employee
obligations. Specifically the Debtors requested authority to:

   (a) pay pre-petition wages, salaries, commissions and other
compensation and to pay payroll taxes relating to this
compensation, and to honor checks issued prior to the Petition
Date in payment of these obligations;

   (b) pay reimbursable expenses that were incurred by employees
prior to the Petition Date, and to honor checks issued prior to
the Petition Date in payment of these obligations;

   (c) honor claims for vacation time that have accrued by reason
of services provided prior to the Petition Date;

   (d) honor pre-petition claims for payments under employee
health benefit and insurance plans, and to pay all pre-petition
expenses that must be paid in order to maintain such plans and to
provide uninterrupted health benefits and insurance benefits to
employees and to certain former employees;

   (e) maintain and honor, on an ongoing basis, existing pension
plans;

   (f) continue existing practices with respect to workers'
compensation benefits and coverage, and to pay pre-petition
amounts relating to these benefits and coverage;

   (g) continue and honor obligations under 401(k) plans, and a
tuition reimbursement program;

   (h) pay, pursuant to a collective bargaining agreement, service
bonuses to certain office, clerical and plant protection employees
for work performed pre-petition;

   (i) apply sums deducted from employees' payroll checks to their
intended purposes;

   (j) honor and pay, in the Debtors' discretion, all other
employee compensation and benefits that accrued prior to the
Petition Date but that remain unpaid, all in the ordinary course
of business and without further notice or application to the
Court.

The Debtors represented to Judge Bodoh that the earned but unpaid
employee compensation and related taxes on the Petition Date were
approximately $10.8 million. Most of the individual claims of
employees did not exceed the statutory priority maximum of $4,300,
except for approximately 371 employees paid on an hourly basis who
were owed amounts in excess of that. This was because there is a
lag between the time such employees render services and the time
when payments of the relevant wages are made, meaning that many
such employees have accrued but unpaid claims covering more than
two weeks or work. The total compensation where the individual
claims exceeded $4,300 is $249,780, or an average of $725 per
employee.

The Debtors believe that the checks for payment of employee
reimbursements not honored prior to the Petition Date will not
exceed the Debtors' average monthly outlays for employee expense
reimbursement of $197,000.

The Debtors propose to honor accrued rights to vacation time
pursuant to existing plans, policies and procedures of the Debtors
in order to preserve the morale of the Debtors' employees, but
note that honoring these claims does not involve any cash outlay
by the Debtors.

Health benefits and allowable dependent care service are paid by
employees as their share of costs through pre-tax salary
redirection or an after-tax payment. The expenses of administering
this program are borne by the Debtors, who also contribute to the
costs of coverage for employees. The Debtors wish to provide
uninterrupted health benefits to all current employees in order to
minimize any potential adverse impact of the Chapter 11 cases on
the morale of the employees, and also wish to honor their COBRA
obligations to provide continuing health benefits to 51 former
employees or dependents of employees. Based upon the average
claims submitted for employees' non-COBRA insurance coverage, the
Debtors anticipate contributing approximately $20,000 a month for
COBRA obligations, in the aggregate, to former employees. These
contributions will end by September 1, 2003, for all former
employees. The Debtors' estimated net monthly health benefits
costs (after offsetting payroll deductions and including COBRA
payments) are $2,000,000.

The Debtors also provide eligible employees with basic life
insurance coverage, basic accidental death and dismemberment
insurance coverage, both long-term and short-term disability
coverage, and to a few employees, split dollar insurance. The
Debtors automatically provide this coverage and, for most
employees, pay the entire cost. The estimated monthly insurance
benefits costs to the Debtors are $220,000. Any failure to
maintain these health benefits and insurance coverage would be
injurious to the employees' morale, welfare and expectations.

The Debtors also maintain several defined contribution pension
plans and certain multi-employer pension plans. The Debtors' costs
under the Defined Contribution Plans are approximately $313,000
each month for benefits and $3,500 each month for administrative
expenses. As of November 15, 2000, the Debtors owed approximately
$142,000 under these Defined Benefit Plans based upon their
employees' pre-petition earnings. The Debtors' costs under the
multi-employer plans are $32,175 per month, and the Debtors
expect these costs, as well as that of the Defined Benefit Plans,
to remain constant. As of November 15, 2000, the Debtors owed
approximately $14,400 based upon the employees' per-petition
earnings.

The total monthly cost for the employees' workers' compensation
coverage is $653,300. Of that amount, $629,994 is payable for
self-insurance costs (claims, administration, and assessments),
and $23,000 is payable for insurance coverage by other entities.
Since the Debtors are self-insured for a majority of their
workers' compensation liabilities, certain employees may have pre-
petition claims to workers' compensation benefits. The Debtors
told Judge Bodoh it was in the best interests of the bankruptcy
estate to continue payment of workers' compensation benefits and
expenses related to its administration in order to maintain
employee morale. Moreover, if these payments were not made the
Debtors would be prohibited from continuing to self-insure the
majority of their workers' compensation liabilities, and would
have to pay approximately $10 million more per year for additional
insurance coverage by other entities.

All contributions to the Debtors' two 401(k) plans are held and
invested by a trustee for the benefit of participating employees,
who may choose to defer a portion of their salary for the Debtors
to contribute to the 401(k0 plans. The Debtors pay approximately
$24,500 per quarter for expenses relating to the administration of
the 401(k) plans. In addition, under the terms of one of the
401(k) plans, and if certain conditions are satisfied by the
participating employee, the Debtors match 50% of the employee's
contributions (up to 3% of an employee's annual salary), currently
with shares of WHX Treasury stock, at an average cost of $90,000
per month. The Debtors asked to continue to pay these expenses and
continue to make matching contributions because a failure to do so
would be detrimental to the morale and expectations of
participating employees.

The Debtors advised Judge Bodoh that they believe a well-educated
work force can lead to a more effective and productive business,
and had therefore established a program under which eligible
employees who complete approved courses presented by accredited
institutions of higher learning are refunded the costs of tuition,
fees, and required books. The Debtors estimate that approximately
$15,000 is owed to employees as reimbursement for pre-petition
tuition fees and sought Judge Bodoh's approval to make these
payments.

Under its collective bargaining agreement with the USWA, the
Debtors are to make payments of $275,000 in the aggregate to
approximately 240 office, clerical, and plant protection employees
(5 of whom are currently retired) for work performed for the
Debtors from August 1999 to July 31, 2000. The Debtors asked Judge
Bodoh to authorize these payments in order that the Debtors could
retain the good will and diligent efforts of these employees,
and as part of the Debtors' efforts to maintain good relations
with all of their USWA employees whose continued support is
critical to the success of the Debtors' reorganization efforts.

The Debtors deduct amounts from employees' payroll checks for a
variety of purposes including, but not limited to, the payment of
premiums for supplemental life insurance, supplemental AD&D
coverage, contributions to 401(k) plan, deposits into health care
and dependent care reimbursement accounts, contributions to
charitable causes, contributions to political action committees,
and contributions for health benefits, and court and tax
assignments. These deductions are property of the employees, and
the Debtors sought only Judge Bodoh's confirmation of their
authority to continue to apply these deductions for their intended
purposes.

The unpaid commissions earned prior to the Petition Date by
independent sales representatives will remain unpaid. The Debtors
advised Judge Bodoh that these amounts would not exceed $153,286.

To carry out these various payments, the Debtors asked that Judge
Bodoh authorize all applicable banks and other financial
institutions at which the Debtors' accounts are maintained to
honor any checks, drafts, or wire transfers dated prior to, on, or
after the Petition Date where the items were written in payment of
the employee benefits.

The Debtors employ approximately 4,300 people in hourly, salaried,
supervisory, management and administrative positions who perform
the functions necessary to the continue operation of the business
of the Debtors on a day-to-day basis. Of these employees,
approximately 3,761 hold manufacturing jobs, 207 are involved in
sales, and 332 in administration. In addition, approximately 3,400
of the Debtors' employees are members of unions. The terms and
conditions of those employees' employment with the Debtors are the
result of collective bargaining between the Debtors and the
unions, including the United Steel Workers of America. Continued
service by all of the employees is vital to the Debtors' ongoing
operations and their ability successfully to reorganize. To
minimize the personal hardships the employees would suffer if the
Debtors' employee-related obligations were not paid when due, and
to maintain the employees' morale at this critical time, the
Debtors, through their counsel James M. Lawniczak and Scott N.
Opincar of the firm of Calfee, Halter & Griswold, sought and
obtained Judge Bodah's approval for the disbursements described
above. (Wheeling-Pittsburgh Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


* Bond pricing for the week of December 4, 2000
-----------------------------------------------
Data is supplied by DLS Capital Partners, Inc. Following are
indicated prices for selected issues:

AMC Ent. 9 1/2 '11                         56 - 58
Amresco 9 7/8 '05                          54 - 56
Advantica 11 1/2 '08                       46 - 48
Asia Pulp & Paper 11 3/4 '05               39 - 40
Carmike Cinema 9 3/8 '09                   25 - 27
Conseco 9 1/2 '06                          61 - 63
Fruit of the Loom 6 1/2 '03                42 - 45(f)
Federal Mogul 7 1/2 '04                    17 - 18
Genesis Health 9 3/4 '05                   10 - 11(f)
Globalstar 11 1/4 '04                      10 - 11
Oakwood Homes 7 7/8 '04                    27 - 30
Owens Corning 7 1/2 '05                    17 - 19(f)
Revlon 8 5/8 '08                           53 - 55
Saks 7 '04                                 67 - 69
Trump Atlantic 11 1/4 '06                  60 - 62
TWA 11 3/8 '06                             27 - 29
Xerox 5 1/2 '03                            57 - 59


                           *********

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

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

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

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


                           *********

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

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

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

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

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

                * * * End of Transmission * * *