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

            Tuesday, December 5, 2000, Vol. 4, No. 237

                           Headlines

AMERISERVE: Closes on Asset Sale to McLane Company
AMERISERVE: Tricon Global Relates Views on McLane Transaction
ATHEY PRODUCTS: Equipment Maker Considers Filing for Bankruptcy
CONTINENTAL TECHNOLOGIES: Files for Chapter 11 Relief in Dallas
CRIIMI MAE: Five Directors Added to Reorganized Debtors' Board

DOCPLANET.COM: Financing Pact Fails; Website Viability in Question
EMPIRE OF CAROLINA: Timothy Moran Leaves Post as Chief Executive
FREMONT CORP: A.M. Best Downgrades Financial Strength Rating to E
FREMONT GENERAL: Fitch Downgrades Senior Debt Rating to CCC
GLOBAL AVIATION: Aircraft Refurbisher Files for Chapter 11

GRAND UNION: Court Rejects A&P's Objection to C&S Bid
GRAND UNION: Hannaford Bros. Deals with C&S to Acquire 5 Stores
GRAND UNION: Royal Ahold Purchases 63 Stores from C&S Wholesale
GUY'S FOODS: Scouring for $3-$5 Million of Additional Financing
LERNOUT & HAUSPIE: Meeting with U.S. Trustee to Form Committees

LERNOUT & HAUSPIE: Bank Group Seeks Repayment of $430 M in Loans
MACKENZIE CHILDS: Cayuga Wholesale Retailer Files for Chapter 11
NATIONAL HEALTH: Pennsylvania Court Confirms Reorganization Plan
NEDCO & SONS: Case Summary and 20 Largest Unsecured Creditors
OWENS CORNING: Schwob Seeks To Compel Performance Under Contract

PILLOWTEX: Asks for More Time to File Schedules & Statements
PLAINS RESOURCES: Hires Petrie Parkman To Explore Alternatives
REGAL CINEMAS: Agent Stalls Payment on Senior Subordinated Notes
RELIANCE INSURANCE: A.M. Best Downgrades Insurer's Rating to D
SAFETY-KLEEN: Oil Filter Seeks to Compel Assumption of Contract

SERVICE MERCHANDISE: Subleasing Baton Rouge Store to Target
SHOPKO STORES: Moody's Lowers Unsecured Debt Rating to Ba2
TELESCENE FILM: Senior Creditors Serves Notice under Section 244
TELIGENT INC: Moody's Confirms Caa1 Rating with Negative Outlook
U.S. TRUCKING: Announces Chapter 11 Filing by Four Subsidiaries

USG CORPORATION: Moody's Lowers Ratings & Says Outlook is Negative
VENCOR, INC: Disclosure Statement Hearing Tomorrow in Wilmington
VENCOR, INC: How the 2nd Amended Plan Affects Ventas
WATERBURY: Fitch Cuts $96.2MM Bonds to BB; Ratings Watch Evolving
WHEELING-PITTSBURGH: Paying Prepetition Sales and Use Taxes

XEROX CORPORATION: Moody's Downgrades Long & Short Term Ratings

                           *********

AMERISERVE: Closes on Asset Sale to McLane Company
--------------------------------------------------
AmeriServe Food Distribution, Inc. announced that it has closed
the sale of substantially all of its U.S. operating assets to
McLane Company, Inc., bringing to a conclusion one of the largest
Chapter 11 cases of the year. Under the ownership of McLane, the
operation will be called McLane Foodservice.

"We are very pleased to announce this successful resolution for
AmeriServe," said Ron Rittenmeyer, AmeriServe president and chief
executive officer. "I want to express my deep gratitude to the
employees, customers, creditors and suppliers who helped us get to
this point through their hard work and patience. Thanks to their
dedication and an outstanding team effort, we are able to announce
today a new and exciting course for AmeriServe, only ten months
after the bankruptcy petition was filed."

AmeriServe was one of the nation's largest distributors to quick
service restaurants such as KFC, Long John Silver's, Pizza Hut and
Taco Bell when it filed a Chapter 11 petition on January 31, 2000.
The company subsequently hired Rittenmeyer, who has a solid track
record of leading distressed companies to positive solutions, to
guide AmeriServe through the challenging process of restructuring.
"Today we celebrate the future of the operation under the McLane
banner, and we look forward to an orderly transition of ownership
that will maintain the high quality of service our customers
deserve," Rittenmeyer said.


AMERISERVE: Tricon Global Relates Views on McLane Transaction
-------------------------------------------------------------
Tricon Global Restaurants, Inc. (NYSE:YUM) said it is very pleased
that McLane Company, Inc., a subsidiary of Wal-Mart Stores, Inc.,
has finalized its purchase of the U.S. distribution business of
AmeriServe, providing Tricon with an outstanding distributor going
forward.

The sale was approved by the U.S. Bankruptcy Court on November 28,
2000, in connection with the Court's approval of AmeriServe's
Joint Liquidating Plan of Reorganization. Under the terms of the
sale, McLane has assumed distribution to domestic restaurants in
the Tricon system that previously had been serviced by AmeriServe.
"McLane is a financially solid, world-class distributor with a
proven track record of outstanding service, and is a great fit for
our system," said David Novak, Chief Executive Officer of Tricon
Global Restaurants. "McLane's purchase of AmeriServe has been our
preferred solution since early in the bankruptcy process. Our
Operations, Finance and Legal teams did an excellent job managing
this situation, resulting in minimal service disruptions to our
restaurants. I am pleased this issue is behind us and I'm
confident McLane's superior distribution capability will help us
run great restaurants," Novak said.

AmeriServe Food Distribution, Inc. is the principal distributor of
supplies to company and franchisee owned Taco Bell, KFC and Pizza
Hut restaurants in the United States.

Tricon is the world's largest restaurant company in terms of
system restaurants, with more than 30,000 restaurants in over 100
countries and territories. Tricon's three brands, KFC, Pizza Hut
and Taco Bell, are the global leaders of the chicken, pizza and
Mexican restaurant categories, respectively. Total worldwide
system sales were nearly $22 billion in 1999.


ATHEY PRODUCTS: Equipment Maker Considers Filing for Bankruptcy
---------------------------------------------------------------
Athey Products Corporation (Nasdaq: ATPC), a leading manufacturer
of street sweeping and material handling equipment, previously
reported that it had notified its primary lender that, as of the
end of July 2000, the Company was in violation of the cumulative
net loss covenant in its Loan and Security Agreement. The Company
received a waiver of such violation from its primary lender until
November 30, 2000, but that waiver expired without being extended
by the lender as of December 1, 2000. The Company has retained
Nachman Hays Consulting, Inc. of Narberth, Pennsylvania to advise
the Company concerning various strategic and operational issues.

The Company continues in discussions with its lender; however, its
lender is no longer making advances to the Company under the Loan
and Security Agreement. The Company is considering its
alternatives which could include the possible filing of a petition
under Chapter 11 of the United States Bankruptcy Code.


CONTINENTAL TECHNOLOGIES: Files for Chapter 11 Relief in Dallas
---------------------------------------------------------------
On November 15, 2000, Continental Technologies Corporation of
Georgia, a Georgia corporation and a wholly-owned subsidiary of
Continental Investment Corporation (Pink Sheets: CICG), filed a
petition for relief under Chapter 11 of the U. S. Bankruptcy Code
in the U. S. Bankruptcy Court for the Northern District of Texas,
Dallas Division.

The Subsidiary owns and operates a construction and demolition
landfill, known as Scales Landfill, located in Lithonia, Georgia.
Situated in DeKalb County, Georgia, the landfill facility accepts
C&D debris from customers in the Greater Atlanta area. The
Subsidiary expects to continue the operations of the landfill as
debtor-in-possession while in the Chapter 11 Bankruptcy
proceeding, during which time the Subsidiary intends to propose a
plan of reorganization.


CRIIMI MAE: Five Directors Added to Reorganized Debtors' Board
--------------------------------------------------------------
The Board of Directors of CRIIMI MAE Inc. (NYSE: CMM) has
increased the Company's Board from six to nine and has appointed
five new directors. The increase in the Company's Board is
scheduled to take effect on the effective date of the Company's
plan of reorganization. The appointment of the new directors is
subject to the approval of certain creditors. The five individuals
named are:

   * John R. Cooper, senior vice president, finance, of PG&E
       National Energy Group and chief financial officer of PG&E
       Generating Company, a subsidiary of the National Energy
       Group, Bethesda, MD

   * Alan M. Jacobs, president, AMJ Advisors LLC, Woodmere, NY

   * Donald J. MacKinnon, chief executive officer and president,
       REALM, New York, NY

   * Donald C. Wood, senior vice president and chief operating
       officer, Federal Realty Investment Trust, Bethesda, MD

   * Michael F. Wurst, principal, Meridian Realty Advisors, Inc.,
       Dallas, TX

Directors to remain on the Board are:

   * William B. Dockser, chairman, CRIIMI MAE Inc., Rockville, MD

   * H. William Willoughby, president, CRIIMI MAE Inc., Rockville,
       MD

   * Robert J. Merrick, chief credit officer and director, MCG
       Credit Company, Richmond, VA

   * Robert E. Woods, managing director and head of loan
       syndication for the Americas, Societe Generale, New York,
       NY Garrett G. Carlson, Sr. and G. Richard Dunnells will
       resign as directors effective as of the effective date of
       the reorganization plan.

John R. Cooper is senior vice president, finance, of PG&E National
Energy Group and chief financial officer of PG&E Generating
Company, a subsidiary of the National Energy Group. Mr. Cooper has
been with PG&E National Energy Group and its predecessor since the
predecessor's inception in 1989. PG&E National Energy Group
markets energy services and products throughout North America. Mr.
Cooper has more than 25 years of project and corporate finance
experience including his eleven years with PG&E Generating
Company, 10 years as vice president and general manager of Bechtel
Financing Services, Inc., four years as International Banking
Officer with Continental Bank of Chicago, and three years as chief
financial officer of a European oil, shipping, banking and venture
capital group. Mr. Cooper received a BA from Trinity College,
Conn., an MA from the Johns Hopkins Nitze School of Advanced
International Studies and an MBA in Finance from the Kellogg
Graduate School of Management at Northwestern University.

Alan M. Jacobs is a senior financial executive with more than 25
years of experience in business turnarounds and insolvency,
corporate restructuring and reorganization, corporate finance and
dispute resolution. He was a founding member and former senior
partner of Ernst & Young LLP's restructuring and reorganization
practice, which he left in September 1999 to form AMJ Advisors
LLC. AMJ was the financial advisor for CRIIMI MAE's Official
Committee of Equity Shareholders. Mr. Jacobs is the president of
T&W Financial Corporation, a liquidating leasing company based in
Tacoma, the co-chairman and co-chief executive officer of West
Coast Entertainment Corporation, the Chapter 11 Trustee for
Apponline.com, Inc. and the Chapter 7 Trustee for Edison Brothers
Stores, Inc. Mr. Jacobs is also a director of The Singer Sewing
Company, the American Bankruptcy Institute, the Association of
Insolvency and Restructuring Advisors, and the Wharton Business
Club of Long Island and a member of the mediation panel for the
Bankruptcy Court of the Southern District of New York.

Mr. Jacobs is a CPA, CIRA and a CFE. Mr. Jacobs received a BS in
Economics from the Wharton School of the University of
Pennsylvania and an MBA in Finance from New York University.
Donald J. MacKinnon is the president and chief executive officer
of The REALM, Inc., a business-to-business e-commerce hub that
combines the resources of certain real estate software companies:
ARGUS Financial Software, B.J. Murray, CTI Limited, DYNA, and
NewStar Solutions. Prior to joining The REALM, Mr. MacKinnon was
co-head and co-founder of the Commercial Mortgage Group and
manager of the European Asset Securitization Group for Donaldson,
Lufkin & Jenrette (DLJ), where he managed all of DLJ's commercial
mortgage origination, new product development, credit exposure,
rating agency relations and securitizations. Prior to joining DLJ
in 1992, Mr. MacKinnon worked in the Real Estate Finance Group at
Salomon Brothers, Inc. on a variety of commercial real estate debt
and equity transactions. Mr. MacKinnon is a former chairman of the
finance committee for the National Multi Housing Council and a
former member of the Board of Governors for Commercial Mortgage
Securitization Association. Mr. MacKinnon received a BA Degree in
Mathematical Economics from Ohio Wesleyan University and an MBA in
Business Administration from Harvard Business School.

Donald C. Wood is the senior vice president and chief operating
officer at Federal Realty Investment Trust serving in such
positions since May 1998 and January 2000, respectively. Mr. Wood
also served as chief financial officer of Federal Realty
Investment Trust from May 1998 to December 1999. Federal Realty
Investment Trust (NYSE: FRT) is the owner, manager and developer
of 122 retail and mixed-use shopping center and urban real estate
assets nationwide. He is also a member of Federal Realty
Investment Trust's three-person Senior Executive Committee. From
1990 to 1998, Mr. Wood was with ITT Corporation and subsidiaries,
serving in several senior management capacities, including senior
vice president and chief financial officer of Caesars World, Inc.,
a wholly-owned subsidiary of ITT Corp., from 1996 to 1998, and as
vice president and assistant/deputy controller for ITT Corp. from
1994 to 1996. From 1988 to 1990, Mr. Wood was vice president of
finance for Trump Taj Mahal Associates, L.P., a privately held
partnership of Donald Trump. Mr. Wood is a CPA and served with
Arthur Andersen & Co. from 1982 to 1989. Mr. Wood also serves as a
director of Storetrax.com, an online retail leasing company based
in Bethesda, Maryland.

Michael Wurst is a principal of Meridian Realty Advisors, Inc., a
Dallas-based real estate investment firm focusing on out-of-favor
or liquidity-challenged sectors and assets. He is a member of the
Commercial Mortgage Securities Association, the National
Association of Real Estate Investment Trusts, the State Bar of
Texas, the American Bankruptcy Institute, the American Bar
Association, and the Dallas Bar Association. Prior to joining
Meridian in February 2000, Mr. Wurst was a shareholder at the
Dallas, Texas, law firm of Munsch, Hardt, Kopf & Harr, P.C., where
he practiced commercial bankruptcy and commercial real estate law
for nearly 14 years. He received his Juris Doctor degree from the
University of Houston in May 1985 and his BA degree from the
University of North Texas in May 1981.


DOCPLANET.COM: Financing Pact Fails; Website Viability in Question
------------------------------------------------------------------
Docplanet.com (OTC BB: DOCP.OB) announced that negotiations
involving a financing transaction anticipated for early September
have been terminated, and the company is continuing to experience
operating losses.

As the result of the above, serious doubts have arisen as to the
company's ability to continue as a going concern. The company does
not have funds available at this time to continue operations for
any significant period of time without a further capital infusion.
The company continues to seek additional funding and merger or
affiliation candidates, but to date no funding or transaction has
been secured, nor can any assurance be given that it can or will
be accomplished in a time frame to permit the company's continued
operations. Accordingly, while management of the company continues
to seek opportunities to permit continued operations, the company
may need to seek protection under the bankruptcy laws in the near
future.

Docplanet.com is a business-to-business (B2B) e-commerce company
providing pharmaceuticals to office-based physicians.
Docplanet.com provides thousands of physicians with an online
partner for pharmaceutical products and related software in
hundreds of locations across the United States.


EMPIRE OF CAROLINA: Timothy Moran Leaves Post as Chief Executive
----------------------------------------------------------------
Empire of Carolina, Inc. (Amex: EMP) announced that Timothy Moran
resigned as Chief Executive Officer of Empire and of its
subsidiaries, Empire Industries, Inc., Apple Sports, Inc., Apple
Golf Shoes, Inc. and Dorson Sports, Inc., effective November 29,
2000. Mr. Moran resigned from Empire's Board of Directors
effective November 17, 2000. Frederick W. Rosenbauer, Jr.,
Empire's Chairman of the Board, will assume Mr. Moran's
responsibilities on an interim basis.

Empire of Carolina, Inc. which designs, develops, manufactures and
markets a broad range of consumer products including children's
toys and golf accessories, and its subsidiary, Empire Industries,
Inc., filed for reorganization under Chapter 11 on November 17,
2000.


FREMONT CORP: A.M. Best Downgrades Financial Strength Rating to E
-----------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating of
Fremont Compensation Insurance Group, Glendale, CA, from B (Fair)
to E (Under Regulatory Supervision) and removed from under review.

The rating action follows the agreement Fremont's management
entered into with the California Department of Insurance (DOI)
earlier this week due to Fremont's weakened capital position. The
agreement allows the DOI significant regulatory oversight of
Fremont's operations on an ongoing basis, including the
appointment of a Special Deputy Examiner to provide supervision
and regulatory oversight to Fremont on the behalf of the
Commissioner. The agreement also allows the members of the group
to generate surplus through discounting their workers'
compensation loss and allocated loss adjustment expense reserves
for accident years 1999 and prior. Additionally, the group has
agreed with the DOI to limit their consolidated new and renewal
insurance premium writings to $400 million in 2001.

The allowance of the discounting by the DOI was necessary to
mitigate the adverse impact on the group following the gross loss
and loss adjustment expense reserve increase totaling $413 million
in the third quarter of 2000. The reserve strengthening was
determined through an evaluation of several factors, including
increased severity trends observed since year end 1999 relating to
the 1999 and prior accident years, increased variability of
actuarial indications and increased uncertainty within the
workers' compensation industry as to the underlying causes and
consequent ultimate impact of both increases in claim severity and
an acceleration in the payment of claims. The 2000 reserve
strengthening follows Fremont's $150 million of pre-tax reserve
strengthening charges taken in 1999 on the two most recent
accident years related to revised estimates of net loss reserve
adequacy on workers' compensation business. As a result of the
approval of this regulatory alternative, the adverse loss
development reinsurance agreement and associated transactions
previously released by the group will not be consummated. The
group believes it will recognize significant economic benefits as
a result of the elimination of costs typically associated with
this type of reinsurance transaction.

The Fremont rating applies to Fremont Casualty Insurance Co.,
Fremont Compensation Insurance Co., Fremont Employers Insurance
Co., Fremont Indemnity Co., Fremont Indemnity Company of the
Northwest, Fremont Industrial Indemnity Co., and Fremont Pacific
Insurance Co.

Effective October 31, 2000 Fremont Indemnity Company of the
Northwest was merged into Fremont Industrial Indemnity Co. and
Fremont Employers Insurance Co. was merged into Fremont Indemnity
Co.


FREMONT GENERAL: Fitch Downgrades Senior Debt Rating to CCC
-----------------------------------------------------------
Fitch, the international rating agency, has taken several actions
regarding the ratings of Fremont General Corporation (Fremont).
The actions include lowering Fremont's senior debt rating to 'CCC-
' from 'B-' and the preferred securities of Fremont's subsidiary
Fremont General Financing I to 'CC' from 'CCC'. The Fremont
Compensation Insurance Group's insurer financial strength (IFS)
rating was lowered to 'DDD' from 'BB-' and the 'BB-' IFS ratings
of Fremont Employers Ins. Co. and Fremont Indemnity Co. of the
Northwest were withdrawn. The rating action affects approximately
$505 million of debt and preferred stock outstanding.

The Rating Outlook has been moved from Negative to Evolving.
The rating actions follow Fremont's announcement of an agreement
with the California Department of Insurance (the DOI) that gives
the DOI increased regulatory oversight of its operations. This
agreement limits Fremont's ability to write insurance premiums and
pay insurance subsidiary dividends. Fremont further agreed to
obtain prior DOI approval of future material transactions and to
provide additional capital to the insurance subsidiaries in annual
installments beginning in 2001.

The lowering of the IFS ratings reflects the nature of the
insurance companies' agreements with the DOI, and recognition that
such a form of regulatory oversight highlights the extreme nature
of Fremont's financial problems. Insurers that fall under any form
of extraordinary regulatory oversight meet the standards for
Fitch's 'DDD' ratings, as defined.

The lowering of the senior debt rating reflects the problems at
the insurance companies, while also recognizing that Fremont has
available cash flows from its non-insurance subsidiaries that can
support debt service. However, given the extent of the problems
within the insurance operations, Fitch believes the likelihood of
an ultimate default is material.

Fremont's two unpooled insurance subsidiaries, Fremont Employers
Ins. Co. and Fremont Indemnity Co. of the Northwest, will be
merged into Fremont Indemnity Co. and Fremont Industrial Indemnity
Co., respectively. Their ratings are accordingly being withdrawn.
Fremont is a California-based holding company with subsidiaries
engaged in workers' compensation insurance and financial services
that include commercial and residential real estate lending,
participating in syndicated bank loans and insurance premium
financing. The company reported assets of approximately $8.4
billion and shareholders' equity of $485 million at Sept. 30,
2000.

   * Fremont General Corporation Fremont General Corporation --
      Sr. Debt, to 'CCC-' from 'B-'.

   * Fremont General Financing I -- Pfd. Stock to 'CC' from 'CCC'.

   * Fremont Indemnity Co. -- IFS to 'DDD' from 'BB-'.

   * Fremont Compensation Ins. Co. -- IFS to 'DDD' from 'BB-'.

   * Fremont Casualty Insurance Co. -- IFS to 'DDD' from 'BB-'.

   * Fremont Industrial Indemnity Co. -- IFS to 'DDD' from 'BB-'.

   * Fremont Pacific Insurance Co. -- IFS to 'DDD' from 'BB-'.

Ratings Withdrawn:

   * Fremont Employers Ins. Co. -- IFS, 'BB-'.

   * Fremont Indemnity Co. of the Northwest -- IFS, 'BB-'.


GLOBAL AVIATION: Aircraft Refurbisher Files for Chapter 11
----------------------------------------------------------
Central New York's economy will worsen as another Chapter 11
filing has stepped in the Bankruptcy Court, The Associated Press
says in a press report.  Two-year-old Global Aviation Services,
which started operations at the former Griffiss Air Force Base,
now has more than $6.7 million in debt.  

"We are all saddened by the recent events surrounding Global
Aviation," Oneida County Executive Ralph Eannace said in a
statement. "All they have done is request protection until they
have a chance to reorganize, and we will review any option and
step we can take to help during this time."

The aircraft refurbishing company has laid off 90 workers together
with Frank C. Arvay leaving its post as chairman due to medical
reasons. With only 8 more workers, these employees will be
responsible for attracting new investors. Mohawk Indians of
Kahnawake in Quebec, Global's major financial backer, has retained
the services of Canadian attorney Bernie J. Malach to step in
Arvey's shoes and help the company on its struggle.


GRAND UNION: Court Rejects A&P's Objection to C&S Bid
-----------------------------------------------------
The Grand Union Company (OTC BB; GUCO) announced that at a day-
long hearing held recently at the U.S. Bankruptcy Court in Newark,
NJ, Bankruptcy Judge Novalyn Winfield overruled an objection by
the Great Atlantic and Pacific Tea Company ("A&P"), which had
alleged that C&S Wholesale Grocers, Inc. ("C&S") had unlawfully
engaged in collusive bidding and had violated anti-trust statutes.

In reviewing the asset sale agreement between Grand Union and C&S
and the conduct of the bankruptcy auction on November 16, 2000,
the Court found that the Company had met the good faith
requirements of the Bankruptcy Code in conducting its sale and
also found "no substance to the A&P objection."

The Court has scheduled a hearing for Friday, December 8, 2000 to
address landlord and other occupancy issues relating to the C&S
Asset Sale Agreement.

"The Court's decision to overrule the A&P objection further
signals our continuing progress in quickly moving forward with the
sale of the Company's assets," said Jeffrey P. Freimark, President
and Chief Executive Officer. "Pending final resolution of the
landlord issues on Friday, December 8, 2000, we remain optimistic
that almost all of our stores will continue to operate as retail
food operations, continuing to serve their communities and
customers. Importantly, there will be significant continued
employment opportunities for our dedicated Grand Union staff going
forward."

Additionally the following two transactions received Court
approval: the sale of the Bleecker Street store in Manhattan to
New York University to occur on or before January 31, 2001; and
the retention of the Great American Group to manage the sale of
the inventory at nine stores at which Grand Union is discontinuing
operations, to be completed on or before January 31, 2001. While
the Great American inventory sales move forward, Grand Union will
continue its active search for purchasers for the nine locations.
Grand Union operates 197 retail food stores in Connecticut, New
Jersey, New York, Pennsylvania and Vermont.


GRAND UNION: Hannaford Bros. Deals with C&S to Acquire 5 Stores
---------------------------------------------------------------
Hannaford Bros. Co. Executive Vice President and Chief Operating
Officer Ronald C. Hodge announced today 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.


GRAND UNION: Royal Ahold Purchases 63 Stores from C&S Wholesale
---------------------------------------------------------------
Aiming to gain more hold on the Northern part of Netherland, Royal
Ahold NV has submitted a letter of intent to purchase 63 Grand
Union store locations from C&S Wholesale Grocers Inc, The Times
Union reports. C&S, who recently won to acquire Grand Union's
stores with a bid of $ 301.8 million, intends to sell mostly the
stores to third-party retailers. Still awaiting court approval,
C&S has agreed to receive $ 178 million from Royal Ahold for 57
stores and six store sites.

A real prince of international food and beverage retailing, Royal
Ahold owns or has interests in about 7,000 supermarkets,
hypermarkets, and discount and specialty stores in nearly 25
countries across Asia, Europe, and the Americas. While it is one
of the reigning retailers in the world, it is also a leading
supermarket operator in the US (mainly on the East Coast under the
BI-LO, Giant, and Stop & Shop names) and owns food distributor
U.S. Foodservice.

The Times added, having two dozen stores in the Capital Region,
the Wayne, N.J.-based Grand Union filed for bankruptcy protection
in October to sell the said stores.


GUY'S FOODS: Scouring for $3-$5 Million of Additional Financing
---------------------------------------------------------------
Family Snacks Inc., parent company of Guy's Foods that filed for
Chapter 11 on Feb. 14, is seeking funding to keep the snack center
on its heels, The Kansas City Star reports. Ron Hirasawa, who took
over as president and chief operating officer of Guy's, has moved
to Chicago seeking for $3 million to $5 million in financing.
"Essentially, the company ran out of money," Hirasawa said in a
telephone interview Tuesday from Chicago. "We're having to do a
second round of financing sooner than we thought."

Guy's Foods was founded in 1937 by Guy Caldwell and his wife,
Frances Caldwell, who began by roasting and selling peanuts in a
makeshift cooker in a small storeroom in Kansas City. Borden Inc.
acquired Guy's in 1979 and sold it to Victor R. Sabatino, a
veteran of the snack food industry, and several other executives
in 1994.


L&H/DICTAPHONE: Meeting with U.S. Trustee to Form Committees
------------------------------------------------------------
Ordinarily, the United States Trustee for Region III schedules an
organizational meeting for the purpose of forming one or more
official committees of the Debtors' creditors within the first 10
to 15 days following the filing of a large-scale chapter 11 case
in Delaware. The U.S. Trustee's office advises this morning that
no time, date and place for that meeting has been set. Daniel
Astin, Esq., is the attorney for the U.S. Trustee in charge of
L&H/Dictaphone's chapter 11 cases. Contact the Office of the U.S.
Trustee at 215-597-4411 for additional details. (L&H/Dictaphone
Bankruptcy News, Issue No. 1; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


LERNOUT & HOUSPIE: Bank Group Seeks Repayment of $430 M in Loans
----------------------------------------------------------------
In the wake of Lernout & Hauspie Speech Products NV's filing of
Chapter 11, a group of Belgian German banks are seeking immediate
repayment of their $430 million loan, The Associated Press
reports.  Losing confidence on the firm's viability, the group
sought right away the repayment for its $200 million in short-term
and $230 million in long-term loans. Artesia Banking Corp.,
Deutsche Bank AG, Dresdner Bank AG, Fortis Bank and KBC Bank have
been in negotiations with the company to decide the how and the
when they would be repaid.


MACKENZIE CHILDS: Cayuga Wholesale Retailer Files for Chapter 11
----------------------------------------------------------------
The Associated Press reports that MacKenzie-Childs has filed for
bankruptcy protection under Chapter 11.  Having its headquarters
in Aurora, financial adviser Dennis Edson said that the Cayuga,
N.Y.-based firm will not close its Ledyard plant. Owners Richard
and Victoria MacKenzie-Childs did not comment on the bankruptcy
filing. "They're focused on keeping the business successful,"
Edson said. "This is a significant event in their eyes, but they
are focused on staying in and continuing the business."

Having lots of stores relying on MacKenzie-Childs products, the
company will continue to market to retail stores. Products include
hand-decorated pottery, picture frames, glassware, furniture,
paper products, wall coverings, dinnerware, cushions, floor mats,
linens and lighting.


NATIONAL HEALTH: Pennsylvania Court Confirms Reorganization Plan
----------------------------------------------------------------
National Health & Safety Corporation (OTC Bulletin Board: NHLT) is
pleased to announce that the United States Bankruptcy Court of the
Eastern District of Pennsylvania confirmed the Company's Plan of
Reorganization on November 27, 2000. This order authorizes the
Company to proceed with the implementation of the Reorganization
Plan.

The Reorganization Plan represents the culmination of months of
effort by National Health to consummate a merger whereby MedSmart
(including POWERx) would become a wholly owned subsidiary of the
Company. This represents a major milestone in rebuilding the
Company. MedSmart has, at a cost of approximately $ 1.4 million,
turned POWERx into a turnkey Internet eCommerce business to
business ("B2B") and business to consumer ("B2C") service
provider. As of the effective date, MedSmart Healthcare Network,
Inc. (including POWERx) will become a wholly owned subsidiary of
National Health & Safety Corp. Confirmation of the Reorganization
Plan will allow the combined companies to initiate their business
plan. In addition, KJE I, Ltd. (co-proponent of the Reorganization
Plan) will contribute approximately $600,000 to cover
reorganization expenses and provide working capital to the
reorganized National Health & Safety Corp. Details of the
Reorganization Plan can be found on the Company's web site at
http://www.nhlt.com.

James R. Kennard, CEO of the Company stated, "This Reorganization
dramatically improves the financial structure of National Health &
Safety Corp., coupled with the exceptional enhancements
implemented by MedSmart in support of POWERx, effectively
positioning the Company for an exciting market launch of the
POWERx products."

During the past year, MedSmart has focused on developing
significant marketing programs with a host of major industry and
Internet based companies.

With the Confirmation and implementation of the Plan of
Reorganization, we are confident that we will now be able to
finalize agreements with these companies and accelerate POWERx
sales.

The Initial Board of Directors shall be James R. Kennard, Eugene
Rothchild and Jimmy E. Nix. The number of directors constituting
the board of directors of the Reorganized Debtor shall be
increased to either five or seven directors at the next
Shareholders' meeting. The officers of the Reorganized Debtor will
initially be James R. Kennard as President and CEO, and Roger
Folts as Secretary and CFO.

ABOUT POWERx:

POWERx is the most comprehensive medical discount program on the
Web, servicing approximately 80 million consumers with little or
no health insurance. POWERx achieves savings by negotiating
discounts with health care providers on its members' behalf. The
POWERx network of over 400,000 providers includes physicians,
pharmacies, hospitals, clinics and laboratories, vision and
hearing care specialists, dentists, chiropractors, home care,
assisted living facilities and holistic centers. With savings on
average of 37%, POWERx serves as a stand-alone benefit, a low-cost
alternative to health insurance, or an enhancement to an existing
health insurance policy. POWERx can also be used to earn savings
on a variety of non-medical goods and services.

For more information please visit the Company's web sites at
http://www.nhlt.comand http://www.powerx.net.


NEDCO & SONS: Case Summary and 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Nedco & Sons Concrete Construction, Inc.
         297 Rutsonville Road
         Wallkill NY 12589

Chapter 11 Petition Date: December 1, 2000

Court: Southern District of New York

Bankruptcy Case No.: 00-37593

Debtor's Counsel: Lawrence M. Klein
                   302 North St.
                   Newburgh, NY 12550
                   (914) 561-2500

Total Assets: $ 1,041,700
Total Debts : $   863,862

20 Largest Unsecured Creditors

Dicks Concrete                                           $ 180,741

Wind Energy Power                                         $ 72,011

AH Harris & Sons                                          $ 53,443

New York Casualty                                         $ 37,043

Stevenson Lumber                                          $ 33,420

Fall Steel, Inc.                                          $ 31,025

CNA Premium Report                                        $ 21,697

E Tetz & Sons, Inc.                                       $ 21,440

Tilcon                                                    $ 15,735

Neistad Material Corp                                     $ 11,578

Barker Steel Co.                                          $ 11,451

Wind Energy Power
Company Inc                                               $ 8,134

Hoffmans Hardware &
Lumber                                                    $ 5,068

The Home Depot                                             $ 4,728

Horizon                                                    $ 4,290

Quest Solutions                                            $ 3,650

Mobil Credit Finance
Corp                                                      $ 2,741

CNA Insurance                                              $ 2,452

Edward Saunders                                            $ 2,330

MVM Asphalt Corp                                           $ 2,189


OWENS CORNING: Schwob Seeks To Compel Performance Under Contract
----------------------------------------------------------------
Schwob Construction Corporation, f/k/a Schwob & Sage Building
Corp., appearing through its counsel Adam Singer, Esq., of the
firm of Cooch & Taylor of Wilmington, Delaware, and Dwayne Hoover,
Esq., of the firm of Harrison, Steck, Hoover & Drake of Fort
Worth, Texas, asks that Judge Walrath compel the Debtors to assume
and perform a contract under which Schwob, as general contractor,
was to perform civil and structural construction at an Owens
Corning manufacturing facility located in Irving, Texas. There are
ten or more subcontractors involved in this construction project.
The total contract price for the project was $3,565,757. On the
date of the petition, Schwob asserts that $475,046 was due and
unpaid, that it continues to work on the project, and has
accumulated an additional $98,921 in post-petition charges.

By letter dated October 10, 2000, Owens Corning General Counsel
and Vice President Stephen K. Krull assured Schwob that its
continuing performance under the contract was very important to
the Debtor, and that formal steps to assume the contract would be
taken, permitting the Debtor to pay for the debt incurred prior to
the filing of the bankruptcy petition. Mr. Krull further stated
that all post-petition work would be paid promptly and in
accordance with contract terms without order of the Court. Schwob
advised the Court that most or all of the postpetition obligations
of the Debtors under the contract were timely met. However, Schwob
believes that one or more of the subcontractors on the project
will cease work without the comfort of a court order permitting
payment by the Debtor to Schwob. Schwob is still within the
statutory time period during which a mechanics' lien could be
filed for any unpaid work, and has ample time to become a
secured creditor of the bankruptcy estate with respect to the
Irving property. Since in either case Schwab would be entitled to
full payment, either through assumption of the contract or as a
secured creditor, Schwab claims there is no prejudice to the
bankruptcy estate if the contract is assumed under Code Section
365 and payment of the pre-petition obligation is made in full.

The Debtors have already sought and obtained a court order
authorizing them to pay miscellaneous contractors in satisfaction
of perfected or potential liens on obligations incurred in the
ordinary course of the Debtors' business. In obtaining the Court's
Order granting that Motion, the Debtors represented that such
payments would not diminish the assets of the Debtors' bankruptcy
estates to the detriment of unsecured creditors. As there will be
detriment to the estate, and considering the entry of the Court's
prior order authorizing such payments, Schwob wishes to obtain an
order specifically directing assumption of the contract for the
assurance of the subcontractors on the project. (Owens-Corning
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


PILLOWTEX: Asks for More Time to File Schedules & Statements
------------------------------------------------------------
The Debtors request an additional 105 days in which to prepare and
file their Schedules of assets and liabilities, and their
Statement of Financial Affairs for each entity. In support of this
request, the Debtors have cited:

   (a) the substantial size and scope of their businesses,

   (b) the complexity of their financial affairs,

   (c) the limited staffing available to perform the required
        internal review of the Debtors' accounts and affairs,

   (d) recent turnover among financial and accounting staff,

   (e) a current lack of centralization of financial, accounting
        and legal staff to meet numerous, ongoing reporting
        obligations as public companies, including reporting
        requirements under applicable securities laws and
        regulations,

   (f) the Debtors are in the midst of a substantial undertaking
        to consolidate and integrate their financial systems and
        personnel, and to move these operations from Dallas,
        Texas, to Kannapolis, North Carolina, which, absent a
        sufficient extension of time to file Schedules and
        Statements, would have to be interrupted and delayed, and

   (g) the press of business incident to the commencement of the
        chapter 11 proceedings.

The Debtors have approximately 1500 currently active vendors,
approximately 13,000 full-time and part-time employees, and
thousands of other potential creditors. To complete the required
Schedules and Statement of Financial Affairs the Debtors must
ascertain the pertinent information, including address and claim
amounts, for each of these parties on a debtor-by-debtor basis.
Completing the Schedules and Statements for each of the 24 Debtors
will require the collection, review, and assembly of information
from numerous locations throughout the United States.
Nevertheless, recognizing the importance of this information, the
Debtors have stated their intention to complete the Schedules and
Statements as quickly as possible under the circumstances.

The Debtors have therefore requested that the Court grant an
extension of 105 days beyond the 15 days provided by Rule, for a
total of 120 days, until March 14, 2001. (Pillowtex Bankruptcy
News, Issue No. 2; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


PLAINS RESOURCES: Hires Petrie Parkman To Explore Alternatives
--------------------------------------------------------------
Plains Resources Inc. has hired Petrie Parkman & Co. to seek
alternatives, either it's a spinoff, or to divide up its upstream
or midstream segment or to sell some of its assets, Dow Jones
reports. Plains Resources will concentrate mainly on the growth of
both its upstream and midstream of crude-oil and natural gas
operations.

Plainly resourceful, Plains Resources is an independent energy
company that markets, transports, and stores crude oil. Subsidiary
Plains All American holds a 54% stake in Plains All American
Pipeline LP, which accounts for most of the company's sales. The
pipeline partnership operates more than 2,800 miles of pipeline in
14 states, but primarily in California, Texas, Louisiana, and
Oklahoma. It also owns storage capacity of 9.7 million barrels.
Plains Resources also acquires, develops, and produces crude oil
and natural gas, mainly the underdeveloped, mature fields. It has
proved reserves of 234 million barrels of oil equivalent
concentrated in California, Florida, and Illinois.


REGAL CINEMAS: Agent Stalls Payment on Senior Subordinated Notes
----------------------------------------------------------------
Regal Cinemas, Inc., the nation's largest theatre chain, said that
the administrative agent under the Company's senior bank credit
facilities has delivered a payment blockage notice to the Company
and the indenture trustee of its 9-1/2% Senior Subordinated Notes
due 2008 prohibiting the payment by Regal of the semi-annual
interest payment of approximately $28.5 million due to the holders
of the notes on December 1, 2000. The notice, which could prohibit
Regal from making any payments on the notes for a period of up to
179 days, was delivered as a result of the Company's noncompliance
with a formula-based financial covenant, which requires the
maintenance of certain specified leverage ratios.

"While the payment blockage was not the Company's decision, we
anticipate that we will continue to maintain existing payment
terms and remain current with our vendors while the Company
explores various strategic restructuring alternatives," stated
Michael Campbell, Regal Cinemas' Chairman and Chief Executive
Officer. "Management is committed to our business and to our
vendors who continue to support us during this process."

The Company said that the payment blockage notice is not an
acceleration of the maturity of the Company's debt obligations
under the senior credit facilities and that the Company is current
in all its payment obligations under those facilities. However,
based on the Company's non-compliance with its senior credit
facilities, the Company's bank group has the right to accelerate
the maturity of the Company's debt obligations thereunder.

Additionally, if the bank group exercises this option, the trustee
of notes would have the right to accelerate the maturity of the
indebtedness evidenced by the notes. If any of these obligations
are accelerated, the Company's business may be materially and
adversely impacted and, as a result, it may be forced to seek
protection under federal bankruptcy laws.

Regal Cinemas continues to work with its financial advisors, Jay
Alix & Associates and Houlihan, Lokey, Howard & Zukin, in
evaluating a long-term financial plan to address various
restructuring alternatives, including the closure of under-
performing theatres, potential sales of non-strategic assets and
the potential restructuring, recapitalization or reorganization of
the Company. No assurances can be given that any such
restructuring; recapitalization or reorganization will be
negotiated on terms that will allow the payment of semiannual
interest to the noteholders.

Headquartered in Knoxville, Tennessee, Regal Cinemas Inc. operates
4361 screens at 396 locations in 32 states.


RELIANCE INSURANCE: A.M. Best Downgrades Insurer's Rating to D
--------------------------------------------------------------
A.M. Best Co. has downgraded the C (Weak) ratings of the members
of the Reliance Insurance Group to D (Poor) and removed them from
under review.

A.M. Best believes there is a growing likelihood of more formal or
restrictive oversight by insurance regulators beyond the August
agreement with the Pennsylvania Department of Insurance. This
belief stems from the non-resolution of the debt restructuring
which could ultimately cause a filing for protection under the
Federal Bankruptcy Code by the group's parent. In the event that
Reliance Group Holdings, Inc. fails to reach an agreement to
restructure its obligations, the Pennsylvania Department of
Insurance could commence proceedings or issue an order of
supervision. While banks and regulators have agreed to forbear on
the filing of any bankruptcy for the time being, the debt due in
November has technically matured without payment and the
forbearance could change at any time.


SAFETY KLEEN: Oil Filter Seeks to Compel Assumption of Contract
---------------------------------------------------------------
Oil Filter Recyclers, Inc., presents a Motion asking Judge Walsh
to compel the Debtors to assume and perform its obligations,
including payment of all amounts due for pre-petition services by
OFR, under a Third Party Collection Agreement between OFR and
First Recovery, a predecessor of the Debtors. The Debtors have
replied that they have contracts with approximately 6,000 parties
in the same legal position as OFR, and that the Debtors have not
yet begun to analyze which of the thousands of executory contracts
and leases the Debtors intend to assume and perform, or reject. To
OFR's claim that it is suffering financial hardship as a result of
the Debtor's refusal to accept and perform the contract or reject
it, the Debtors have replied that the financial hardship of OFR is
not a relevant factor, that OFR and the Debtor have post-petition
contracts on which current payment is made, and that an order
compelling the Debtors to make the decision now to assume or
reject the OFR contract would result in the diversion of valuable
and scarce resources from the development of their business plan.


SERVICE MERCHANDISE: Subleasing Baton Rouge Store to Target
-----------------------------------------------------------
As part of their Subleasing Program, Service Merchandise Corp.
seeks the Court's authority, pursuant to 11 U.S.C. sections 363
and 365 and Rules 6004 and 6006 of the Bankruptcy Rules, for:

(1) entry into an agreement with Target Corp. to sublease the
     Debtors' leased property known as Store Number 432 located in
     Baton Rouge, Louisiana to Target;

(2) the assumption of the Primary Lease if and only if the
     Sublease is consummated on terms satisfactory to the Debtors
     as determined by the Debtors' in their sole and absolute
     discretion.

The Debtors request that the Court

(1) make findings 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;
          and

     (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;

(2) approve the offer of adequate protection of other parties'
     interests in such properties in connection with the Debtors'
     proposed use of this property, if necessary.

The Debtors lease the Premises pursuant to the Primary Lease,
dated September 1, 1977, by and between Baton Associates, as
landlord, and H.J. Wilson Co., Inc. as tenant. The Debtors
currently pay annual rent of $309,724 as well as their share of
utility expenses, real estate taxes, common area maintenance
charges and other similar costs.

Under the Sublease, Target will pay the Debtors annual rent in the
amount of $400,000 plus additional rent amounts for real estate
taxes, insurance, common area maintenance and related expenses
that are due under the Primary Lease and under any recorded
documents. Target will be responsible for its own tenant
improvements. Target will also renovate the Premises to be
suitable for a typical Target location. In return, Target shall
have the right to use the Premises for any use permitted by the
Primary Lease.

The Debtors relates that Target is a general merchandise retailer,
comprised of three operating segments: (1) Target; (2) Mervyn's;
and (3) Dayton's, Marshall Field's and Hudson's (the Department
Stores).

Target, the Debtors advise, is an upscale discount chain located
in 44 states at year-end and contributed 78 percent of
Target's 1999 total revenues. Mervyn's is a middle-market
promotional department store located in 14 states in the West,
South and Midwest regions of the United States and contributed 12
percent of Target's 1999 total revenues. The Department Stores,
traditional department stores located in eight states in the upper
Midwest region of the United States, contributed 9 percent of
Target's total 1999 revenues. As of January 29, 2000, Target had
gross annual revenue of approximately $33 billion and total assets
of approximately $17 billion.

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 Target. Moreover, in
nearly all such documents, subleasing is permitted without any
third-party consent.

The Debtors do not see any issues presented 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. (Service Merchandise Bankruptcy News, Issue
No. 14; Bankruptcy Creditors' Service, Inc., 609/392-0900)


SHOPKO STORES: Moody's Lowers Unsecured Debt Rating to Ba2
----------------------------------------------------------
Moody's lowered the long-term rating of Shopko Stores, Inc. based
on the challenges that it will face in consistently returning to
past levels of operating performance in light of the intensely
competitive retail environment, as well as its weakened financial
flexibility. The rating outlook is negative reflecting the
difficulty that we expect Shopko to face as the larger, national
discounters continue with aggressive real estate expansion plans
at a time when consumer spending is likely to decline, as well as
the company's refinancing needs over the next year. This rating
action concludes a rating review begun on November 10, 2000.

Ratings downgraded are:

   a) Senior unsecured debt to Ba2 from Baa3.

   b) $200 million revolving credit agreement, due 2002, and $185
       million revolving credit agreement, due August 2001, to Ba2
       from Baa3.

Senior unsecured shelf registration to (P) Ba2 from (P) Baa3.
For many years, Shopko succeeded in establishing a niche for its
discount stores through a differentiated merchandise strategy that
provides a focused assortment of merchandise, as well as strong
operational execution. While it successfully bolstered its growth
through acquisitions, this strategy also complicated its business
model and increased the challenge of ensuring superior execution.
However, Shopko's recently concluded third quarter, in which it
had a net loss of $8.4 million highlights the risks inherent in
the company's business profile. A majority of the reason for the
decline was broad based economic weakness, including increased
fuel prices and higher interest rates, which has impacted the
disposable income level of its customer base. Further, although
Shopko has traditionally competed against Wal-Mart, Target and
Kmart in many markets, recent competitive openings in its markets
have, to a lesser degree, contributed to the performance decline.
These causal factors indicate a lower degree of operating
flexibility in its business than had been evident in recent years.

Additionally, Shopko has encountered difficulties in maintaining
the level of operational execution that underpins its business
model. In an environment of intensifying competition from larger,
national discounters and a slowdown in consumer spending in its
markets, Moody's believes that Shopko will need to reassess its
business profile and that it will be challenged to return to
historic levels of financial performance on a consistent basis.

Moody's noted that Shopko's softer than anticipated operating
performance in the third quarter impacted its financial
flexibility as it built inventory ahead of the all important
fourth quarter. Although the company has sufficient cash flow and
bank lines to meet its upcoming debt maturities, $100 million in
total from January to April, it faces a significant refinancing in
August 2001, when its $185 million, 364-day bank facility matures.
Moody's believes that the company has several refinancing
alternatives, however the likely outcomes are uncertain given the
difficult credit environment.

Shopko Stores, Inc. headquartered in Green Bay, Wisconsin operates
approximately 396 retail stores in 22 states, primarily in the
Midwest, Western Mountain and Pacific Northwest. Operations
include 164 Shopko stores and 232 Pamida stores.


TELESCENE FILM: Senior Creditors Serves Notice under Section 244
----------------------------------------------------------------
Telescene Film Group Inc.(TSE:TFG.B.) reports that its senior
secured creditors in Canada served it with notices under Section
244 of the Bankruptcy and Insolvency Act that would allow them to
realize on the assets securing their loans.

In response to this development, the Board of the company has
approved the filing by the Company of a notice that it intends to
file a proposal under the Bankruptcy and Insolvency Act in order
to allow the Company some time to reorganize. Ernst & Young Inc.
has been appointed as Trustee by the company under the proposal
provisions. The terms of the proposal to the creditors will be
developed with the trustee.

Telescene has run into a severe cash flow shortage over the last
several months and announced a large write down of assets at the
end of its second quarter. Despite significant efforts by
Telescene and its advisor, a new financial supporter has not been
found. The Toronto-Dominion Bank has kept Telescene operating for
some time, but given the on-going problem the bank has decided to
intervene to protect its interests.

This Notice of intention to file a proposal will not affect the
on-going productions Live Through This and Sir Arthur Conan
Doyle's The Lost World Season II, which are fully financed under
separate corporate entities.

Telescene Film Group Inc., (Symbol: TFG.B) is a Canadian owned and
operated entertainment company that develops, produces and
distributes television series, movies of the week and feature
films. Telescene's programs are seen in the United States, Canada
and many other countries around the world. Some of the company's
best known productions include the multi-award winning mini-series
Hiroshima; the anthology series The Hunger; the popular teen/tween
series Student Bodies; the comedy series Big Wolf on Campus; the
action-adventure series Sir Arthur Conan Doyle's The Lost World
and the television movie collection based on the best-selling
novels by Jack Higgins.


TELIGENT INC: Moody's Confirms Caa1 Rating with Negative Outlook
----------------------------------------------------------------
Moody's Investors Service has confirmed the Caa1 rating of
Teligent Inc., however it has revised the outlook to negative from
stable.

This action follows Teligent's recent announcement, that its
present cash position is sufficient to fund operations only
through the middle of 2001. In connection with this announcement,
the company has initiated cost reducing measures, including a
workforce reduction, a focus on driving on-net sales and a
wholesale-only sales effort in nine of its markets. Teligent has
demonstrated good operational performance to date in terms of
growth in revenues, building connections and access lines, however
its revenue base continues to rely heavily on lower margined long
distance resale. The company is presently in discussions with
existing shareholders, banks and vendors to secure additional
funding to see the company through 2002.

Given the present condition of the public debt and equity markets,
Moody's considers that Teligent may experience difficulty in
raising additional public funding on acceptable terms. Teligent is
sponsored by a number of private equity partners, including
Liberty Media , Telecom Ventures, Hicks Muse Tate and Furst,
Microsoft, and NTT. There can be no assurance that these partners
will provide additional private equity.

The ratings placed on negative outlook are Teligent's B3 senior
implied and senior secured bank facility and its Caa1 senior
unsecured and issuer ratings.

Teligent is headquartered in Vienna, Virginia.


U.S. TRUCKING: Announces Chapter 11 Filing by Four Subsidiaries
---------------------------------------------------------------
U.S. Trucking, Inc. (OTCBB:USTK), announced that its four
operating subsidiaries have filed voluntary petitions to effect an
orderly liquidation of their assets with the cooperation of the
Company's primary secured lender.

UST Logistics, Inc., Mencor, Inc., Prostar, Inc., and Gulf
Northern Transport, Inc. filed bankruptcy petitions on Thursday,
November 30 in the United States Bankruptcy Court, Middle District
of Florida, Jacksonville Division.

Commenting on the filings, Dan L. Pixler, Chairman and CEO of U.S.
Trucking, Inc., stated, "It's important to note that the publicly
traded holding company, U.S. Trucking, Inc., is moving forward and
is not involved in these bankruptcy proceedings. While the loss of
revenues from these companies will dramatically impact our
consolidated revenues and earnings as a whole, we anticipate
bringing on substantial profitable revenues soon.

"Placing our operating subsidiaries into bankruptcy was not an
easy decision. Along with the rest of our industry, we have
obviously encountered a difficult operating year. We were
particularly hurt by a lack of adequate information systems. As we
had made several large acquisitions, the inability to integrate
key information systems and obtain current operating and financial
information resulted in an inability to adequately manage these
new businesses and to make informed decisions."

In connection with the bankruptcy filings, the Company has entered
into an agreement with its primary lender for repayment of any
deficiencies which may be left after liquidation of the
collateral. The agreement provides for payment of the deficiency
over three years, including payments based upon a fixed percentage
of the Company's ongoing revenue.

In addition, Pixler commented, "The new management team is
dedicated and committed to incorporate the lessons learned from
the past year and to immediately begin rebuilding a quality
company. Our plan is to rebuild with an agency concept that
creates no long term or equipment debts. In fact, we are currently
negotiating with several small carriers to establish agent
programs that could initially generate revenues of approximately
$15 million annually, with the goal of reaching a profitable $50
million revenue base over the next 12 months for the Company."

U.S. Trucking, Inc. is a publicly traded transportation services
holding company.


USG CORPORATION: Moody's Lowers Ratings & Says Outlook is Negative
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of USG
Corporation (USG) and its subsidiary United States Gypsum Company
(senior to Ba2). Moody's action primarily reflects the heightened
degree of uncertainty regarding the impact of asbestos litigation
on the company. The outlook is negative.

Ratings downgraded are:

   * USG Corporation

      a) senior notes and debentures to Ba2;

      b) shelf registration for senior debt to (P)Ba2,

      c) subordinated debt to (P)B1,  

      d) preferred stock to (P)"b1";

      e) industrial revenue bonds to Ba2.

   * United States Gypsum Company

      a) industrial revenue bonds to Ba2.

USG is the leading domestic producer and distributor of gypsum
wallboard and the second largest global supplier of ceiling
products. The company has demonstrated strong debt protection
measurements throughout 2000 (14x EBITDA/interest expense in the
first nine months of 2000, debt/EBITDA of approximately 1.0),
maintains conservative financial policies and has leading market
positions. In addition, the company maintains good liquidity in
the form of two credit facilities, a $400 million multi-year
facility and a $200 million 364-day facility, which have no
material adverse change language. At the same time, however, the
company faces declining prices for its core gypsum wallboard
product as well as the potential for a less robust economic
environment.

Although USG has operating strengths, the degree of uncertainty
surrounding the potential liability posed by asbestos litigation
has increased substantially. Despite the company's strong
fundamentals and historical ability to service asbestos payments,
it remains subject to the risk that bankruptcies at other
companies could increase the level of claims, or payments per
claim, over time. Moreover, insurance proceeds will cover only a
minor portion of expected future payments. Given the high degree
of uncertainty engendered by recent events, and the potential
impact on the company's ability to react to adverse developments,
the rating has been lowered to reflect those concerns.

USG Corporation, based in Chicago, IL, is the world's largest
producer of gypsum wallboard and a leading international supplier
of ceiling tile and grid. Revenues totaled $3.6 billion in 1999.


VENCOR, INC: Disclosure Statement Hearing Tomorrow in Wilmington
----------------------------------------------------------------
Vencor, Inc., announced that it has filed its second amended plan
of reorganization with the United States Bankruptcy Court for the
District of Delaware.  The Company intends to seek approval of the
disclosure materials describing the Amended Plan at a hearing
before the Court on December 6, 2000. If the disclosure materials
are approved by the Court, the Company intends to begin the
process of soliciting approval of the Amended Plan.

The Amended Plan and the related plan documents represent the
Company's best efforts to embody understandings that it has
reached with all of its major creditor constituencies, including
the United States government and its major landlord, Ventas, Inc.
(NYSE:VTR). These agreements are extremely complex and remain
subject to further negotiation between the parties that the
Company expects to conclude prior to the hearing on the disclosure
materials on December 6. All parties have reserved their right to
determine whether or not they will vote for the Amended Plan and
execute the related plan documents pending the outcome of these
final negotiations and the completion of the final documentation.

A summary of certain material provisions of the Amended Plan
affecting Ventas is attached to this release.

As noted, the Amended Plan also further revises the terms of the
settlement of civil and certain administrative claims with the
United States government. The Amended Plan does not make any other
material changes to the previously filed plan of reorganization.
"From the outset of the reorganization, our goal has been to
attain a sustainable capital structure for Vencor that will be
fair to all lenders, landlords and other creditors and that will
enable us to continue to provide high quality care to those people
who cannot take care of themselves," said Edward L. Kuntz,
chairman, chief executive officer and president of Vencor. "By
achieving an agreement with Ventas, the Amended Plan now embodies
a consensual arrangement between all of the major constituencies
involved in our reorganization." Mr. Kuntz added that, "With the
support of Ventas, the United States government and our other
major creditor constituencies, we intend to vigorously pursue
confirmation of the Amended Plan."

In addition to the factors noted below, the confirmation and
consummation of the Amended Plan are subject to a number of
material conditions including, without limitation, the receipt of
the requisite acceptances from various creditor classes to confirm
the Amended Plan and the Court's determination that the Amended
Plan satisfies the statutory requirements for confirmation under
the bankruptcy code. There can be no assurance that the Amended
Plan, as submitted, will be confirmed or consummated.

Vencor and its subsidiaries filed voluntary petitions for
reorganization under Chapter 11 with the Court on September 13,
1999. Throughout the Chapter 11 process, the Company has
maintained normal operations in its nursing centers and hospitals.

Vencor, Inc. is a national provider of long-term healthcare
services primarily operating nursing centers and hospitals.


VENCOR, INC: How the 2nd Amended Plan Affects Ventas
----------------------------------------------------
Vencor's Second Amended Plan of Reorganization incorporates
certain material provisions that affect Ventas:

(1) The four master leases with Ventas will be assumed and
     simultaneously amended as of the effective date of the
     Amended Plan (the "Amended Leases"). Pursuant to principal
     economic terms under the Amended Leases:

      (a) There will be a decrease of $52 million in the aggregate
           minimum rent from the annual rent as of May 1, 1999 to
           a new initial aggregate minimum rent of $174.6 million
           as of the first day of the first month after the
           effective date of the Amended Plan.

      (b) Minimum rent payable in cash will escalate at the annual
           rate of 3.5% for the period from May 1, 2001 through
           April 30, 2004, and thereafter, rent payable in cash
           will escalate at an annual rate of 2%, plus a 1.5%
           annual accrued rent escalator (with an interest accrual
           at LIBOR plus 450 basis points).

           All accrued rent will be payable upon the repayment or
           refinancing of the new senior subordinated secured
           notes to be issued under the Amended Plan and at such
           time, the minimum rent payable in cash will escalate at
           the annual rate of 3.5% and there will be no further
           accrual feature.

      (c) There will be a one-time option that can be exercised by
           Ventas 5 1/4 years after the effective date of the
           Amended Plan, to reset the aggregate minimum rent under
           one or more of the Amended Leases to the then current
           fair market rental in exchange for a payment of $5
           million (or a pro rata portion thereof if fewer than
           all of the Amended Leases are reset) to the Company.

      (d) The "Event of Default" provisions will be substantially
           modified.

(2) In addition to the Amended Leases, Ventas will receive a
     distribution of 9.99% of the new common stock of the
     reorganized Company (subject to dilution from stock issuances
     occurring after the effective date of the Amended Plan).

(3) Ventas also will enter into a new tax escrow agreement with
     the Company as of the effective date that will provide for
     the escrow of a federal income tax refund received in 2000
     and other federal, state and local refunds until the
     expiration of the applicable statutes of limitation for the
     auditing of the refund applications. The escrowed funds will
     be available for the payment of tax deficiencies during the
     escrow period except that all interest paid by the government
     in connection with any refund or earned on the escrowed funds
     will be distributed equally to the parties. At the end of the
     escrow period, Vencor and Ventas will each be entitled to 50%
     of the proceeds in the escrow account.

(4) All agreements and indemnification obligations between Vencor
     and Ventas, except those modified by the Amended Plan, will
     be assumed by Vencor as of the effective date of the Amended
     Plan.

(Vencor Bankruptcy News, Issue No. 21; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WATERBURY: Fitch Cuts $96.2MM Bonds to BB; Ratings Watch Evolving
-----------------------------------------------------------------
Fitch today lowered its rating on approximately $96.2 million
Waterbury, Connecticut general obligation bonds to `BB' from `BBB-
', and placed it on Rating Watch Evolving, indicating the
possibility of downgrade or upgrade in the near future.

Events that have triggered this action are the reappearance of
operating fund deficits in the city's general fund, which have
reduced the city's liquidity and necessitate temporary short- term
borrowing to meet city payrolls in December. The downgrade is
primarily due to the tepid response of the city to the growing
fiscal crisis and structural budget imbalance that has developed
since January 2000. The Rating Watch Evolving indicates that the
rating may go down or up in the near future, either due to further
financial deterioration in Waterbury's finances, or because of
intervention by the State of Connecticut in Waterbury's fiscal
affairs.

On Nov. 22, Fitch had downgraded Waterbury's rating to `BBB-' from
`BBB', because of indications of a $15 million deficit in fiscal
year 2000, and a recurrence of at least that large a deficit for
the year which ends June 30, 2001. Maintenance of the rating
depended upon the implementation of an emergency tax increase of
11 mills, which was to have been considered by city council
yesterday, Nov. 30. The 11 mills would not have totally solved the
city's budget gaps, but would have positioned the city to be able
to say that significant corrective action had been taken to
address immediate cash flow shortfalls expected now through June
2001. The city would then be able to address the remaining gaps by
other means, such as spending reductions or the pursuit of
alternative revenue sources.

It is Fitch's understanding that the Mayor reduced the tax
increase request by half to only 5.8 mills, and proposed a five-
year plan to address the remaining gap for 2000-2001. The city
council passed the tax increase, and the city council is proposing
that the state allow Waterbury to address the deficit over 10
years. The tax increase falls far short of curing past deficits,
and is still inadequate to bring revenue in line with current
spending; without additional actions, Waterbury's deficit will
continue to grow. Neither proposal provides any specificity as to
how these deficits would be solved.

This would be the third time in the last ten years that Waterbury
has needed multi-year financial plans to dig themselves out of
overspending in their operating funds. Waterbury's plan also
assumes state credit support for raising operating cash, which is
not assured. More importantly, both plans do not currently address
potential gaps in 2002 and beyond. City officials indicate that
details will be worked out on budget balancing actions in the next
two months.

In the meantime, without emergency borrowing in the next thirty
days, the city will be unable to meet its normal operating
expenses. Given the city's track record in the last ten years,
coupled with recent fiscal shortfalls, it is questionable as to
whether Waterbury has the ability to close budget gaps with
spending cuts, and there seems to be a clear reluctance to raise
taxes to fill budget gaps.


WHEELING-PITTSBURGH: Paying Prepetition Sales and Use Taxes
-----------------------------------------------------------
The Debtors ask Judge Bodoh to permit them to pay sales and use
taxes to various taxing authorities as incurred in the normal
course of the Debtors' businesses. There is a lag time between the
time when the Debtors incur the obligation to pay taxes and the
date when payment of each tax is due. Various taxing authorities
may have claims against the Debtors for taxes that are accrued and
owing, but unpaid, as of the Petition Date. The Debtors estimate
that these amounts are approximately $150,000.

Through their counsel, the Debtors argued that some, if not all,
of the taxing authorities may audit the Debtors if the taxes are
not paid forthwith. These audits would needlessly divert the
Debtors' attention away from the reorganization process and
diminish their estates. Moreover, the taxing authorities may
impose penalties for late payment, including, but not limited to,
very significant interest charges. The Debtors represented to
Judge Bodoh that the taxes to be paid represent a very small
portion of the Debtors' total indebtedness. Most, if not all, of
the taxes for which the Debtors sought authorization to pay are
trust fund taxes which must be collected from third parties,
including employees, and held in trust for payment to the
appropriate taxing authority. The Debtors, therefore, have no
equitable interest in these taxes that they collect.

In addition, these taxes, if not paid, would be entitled to
priority status under the Bankruptcy Code and must be paid in full
under any plan. Thus, payment of these taxes at the commencement
of the case only affects the timing of the payment and does not
prejudice the rights of other creditors.

Persuaded by this showing, Judge Bodoh entered an Order permitting
payment of the sales and use taxes as requested. (Wheeling-
Pittsburgh Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


XEROX CORPORATION: Moody's Downgrades Long & Short Term Ratings
---------------------------------------------------------------
Moody's Investors Service lowered the long term senior unsecured
credit rating of Xerox Corporation (Xerox) and its financially
supported subsidiaries to Ba1 from Baa2, and its short term rating
to Not Prime from Prime-2. The rating outlook is negative. The
action reflects the Moody's concerns about liquidity, which will
be heavily reliant on asset sale proceeds to fund operations and
pay maturing debt over the next year, and its earnings and
operating cash flow deterioration. The negative ratings outlook
considers the company's liquidity strain, as well as the
uncertainty surrounding management's ability to successfully
address the company's significant operational challenges in the
face of a weakening demand environment, the uncertainties related
to the timing and amount of proceeds to be received from potential
asset sales, in addition to the challenges of exiting from its
finance operations without hindering its core business. This
concludes a review initiated on October 19, 2000.

Moody's said that near to medium term liquidity constraints were a
significant factor in this rating action. Xerox' management is
actively addressing its liquidity needs, and has taken several
steps to reduce cash expenditures, including a 75% dividend
reduction that alone will conserve about $400 million of annual
dividend costs. The company is actively engaged in discussions on
a number of other alternative funding arrangements, and under the
company's bond indentures and its bank agreement could potentially
avail itself of secured financing in an amount in excess of $800
million. Xerox has further announced plans to raise between $2
billion and $4 billion of pretax cash proceeds related from
various asset sales, the largest part of which would likely be a
part of its joint venture stake in Fuji Xerox.

During fiscal 2001, Xerox has about $2.5 billion of maturing debt.
It will also need to fund operations, which typically use between
$600 million and $1 billion in the first half of the year after
considering working capital and capital expenditures, and then
typically generate cash in the second half of the year, primarily
in the fourth quarter. Additional calls on cash may result from
this rating action, including the possibility that certain
counterparties to derivative agreements may require Xerox to
repurchase such agreements in the amount of approximately $110
million, and that the company may need to refinance up to $315
million of accounts receivables previously sold, over a period of
two to three months. A very significant consideration in the new
ratings incorporates the expectation that the company will
conclude and receive cash proceeds on significant asset sales in
early 2001. Moody's believes that, absent such events, the
company's existing liquidity sources would be severely strained as
early as the first or second quarter of 2001, which would
necessitate further rating actions.

Partially as a result of operating disappointments, Xerox no
longer has access to the commercial paper market or the long term
unsecured capital markets. Consequently, in order to refinance
maturing debt, the company has had to increasingly and
significantly rely upon its committed, $7 billion revolving credit
agreement with a consortium of banks that matures October 22,
2002. As of October 31, 2000, the company had borrowed $5.3
billion under the revolving credit agreement, and it had about
$1.1 billion of maturing debt to refinance by calendar year end.

Ratings lowered include:

   * Xerox Corporation:

      a) senior unsecured to Ba1 from Baa2;

      b) subordinated to Ba3 from Baa3;

      c) preferred stock to "ba3" from "baa2";

      d) short term rating to Not Prime from Prime-2

   * Xerox Credit Corporation:

      a) senior unsecured to Ba1 from Baa2;

      b) support agreement from Xerox Corporation;

      c) short term rating to Not Prime from Prime-2

   * Xerox Overseas Holdings Limited:

      a) senior unsecured to Ba1 from Baa2;

      b) short term rating to Not Prime from Prime-2;

      c) guaranteed by Xerox Corporation;

   * Xerox Capital (Europe) PLC:

      a) senior unsecured to Ba1 from Baa2;

      b) short term rating to Not Prime from Prime-2;

      c) guaranteed by Xerox Corporation

   * Xerox Mexicana S.A. de C.V.:

      a) short term rating to Not Prime from Prime-2;

      b) guaranteed by Xerox Corporation

Moody's said that deteriorating operating results as well as the
prospects for ongoing weak performance stem from a number of
issues. Key among these are organizational change, duplicative
costs, and inefficiencies brought about by continued short falls
in successfully implementing and executing its wide ranging April
1998 cost reduction restructuring plan; additional challenges
brought on by the company's March 2000 restructuring plan; and in
Moody's view, further significant challenges that will be
confronted as the company attempts to reduce an additional $1
billion of costs from what management describes as an
unsustainable business model.

As of September 30, 2000, there remains approximately $185 million
of cash costs to be incurred with respect to the April 1998
restructuring plan, and about $364 million of cash costs to be
incurred with respect to the March 2000 restructuring plan. While
the timing of the cash outlays related to the company's evolving
plan to reduce an additional $1 billion of costs from its
operations will likely stretch out over several quarters, Moody's
expects that over two thirds of this cost reduction effort will
require cash outlays.

It is the rating agency's opinion that, as a result of the
operating challenges noted above, as well as intensifying product
and price competition, and signs of softening demand in many
geographies, the company will lose money on an operating basis in
the fourth quarter of this year, as it did in the most recently
ended third quarter. This is in contrast to the company's
historical pattern of generating about 36% of its operating profit
in the fourth quarter, all of which highlight the company's
significant operating challenges going forward.

Moody's said that it believes the company still retains a very
strong and global brand name, with a solid and expansive product
and service offering. While the market has been, and will continue
to be characterized by modest growth and intense competition, and
be subject to economic cycles, it is the company's cost structure
that is unsustainable, not the business itself.

The company has poorly executed its plans to reduce its
manufacturing, administrative and selling costs, and to realign
its sales force to target industry specific rather than geographic
customer sets, resulting in deteriorating profitability and cash
flow, reduced credibility in the capital markets, new senior
management, customer relation disruptions, duplicative costs, and
a less focused sales force, all at a time when competitive
pressures have intensified and demand appears to be softening. A
challenge in achieving these very necessary cost reductions, is
that cash costs typically need to be incurred before the ongoing
benefits may be realized. Given the company's limited liquidity
and financial flexibility, execution is critical. Ratings pressure
will develop to the extent that management does not demonstrate
visible progress in successfully addressing these issues over the
near term.

Overall, the key ratings driver over the near term will center
around the company's ability to repay maturing debt and restore a
measure of liquidity to its operations. A secondary, but also
critical ratings element is the company's core profitability and
cash flow generation, in absolute terms and also relative to debt
levels. As a result of declining profitability and operational
cash flow, non finance debt levels and financial leverage continue
to increase and will likely result in fiscal 2000 non finance
retained cash flow to debt of less than 10%. This compares to 20%
in fiscal 1999 and the company's average of over 30% prior to its
operating difficulties beginning in 1999.

Given Moody's view that company's profitability will remain under
pressure in 2001, we believe it is unlikely that the company's non
finance business will have free cash flow from operations to pay
down debt, after considering working capital, capital
expenditures, and the reduced dividend level. While retained cash
flow to debt is not likely to improve for the full year, it will
be important that the company show operating performance progress
as the year unfolds.

The rating agency went on to say that the ratings and outlook
continue to incorporate the expectation that the financial control
issues in its Mexican operations, which caused the company to take
a combined $170 million in pretax provisions this year, is limited
to that operation; and that management will not engage in any
direct or synthetic share repurchase activity.

Xerox Corporation, headquartered in Stamford, Connecticut,
develops, manufactures and markets document processing equipment
and provides document facilities management services worldwide.

                           *********

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.

                           *********

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Troubled Company Reporter is a daily newsletter, co-published by
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Copyright 2000. All rights reserved. ISSN 1520-9474.

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