TCR_Public/001206.MBX         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, December 6, 2000, Vol. 4, No. 238

                           Headlines

ATHEY PRODUCTS: Announces Implementation of Mandatory Layoffs
BRANDON DIAGNOSTIC: Files for Chapter 11 Protection in Tampa
BROADSTREAM COMMUNICATIONS: Defaults on Advanced Radio Note
CAMBIOR, INC: Lenders Approve Restructuring Plan
CAPSTEAD MORTGAGE: Fitch Lowers Ratings on Mortgage Certificates

CINEMARK USA: Moody's Lowers Ratings & Reviewing for Downgrade
CORRECTIONS CORP: Mergers Transactions Close
DRKOOP.COM: Appoints Gregory D. Taylor as Chief Operating Officer
FASTCOMM COMMUNICATIONS: Shareholder Meeting Set for Dec. 29
FOSTER WHEELER: Will Finds its Corporate Home in Bermuda

GORGES/QUIK-TO-FIX: Meat Producer Files Chapter 11 in Delaware
GORGES/QUIK-TO-FIX: Case Summary & 20 Largest Unsecured Creditors
GRAND UNION: Executive Changes Announced
GREATE BAY: Sands Hotel Plan Pays 75% to Trade Creditors
HOME INTERIORS: Moody's Lowers Ratings & Reviews for Downgrade

ICG COMMUNICATIONS: Restructuring Calls for Executive Resignations
IFCO SYSTEMS: Moody's Places Ratings on Review for Downgrade
IMAX CORP: Moody's Lowers Debt Ratings & Says Review Continues
KPC MEDICAL: Six Health Plans Fund $5 Million for Shutdown Costs
LEGEND AIRLINES: Files Chapter 11 in Northern District of Texas

LERNOUT & HAUSPIE: Artesia Relates Views On Bankruptcy Filing
LERNOUT & HAUSPIE: Judge Wizmur Freezes Dictaphone Assets
MEDITRUST COMPANIES: Board Declares Dividend on Series A Stock
MEDITRUST CORP: S&P Assigns BB- Corporate Credit Rating
PACIFICARE HEALTH: Shareholder Complaints Continue to Roll In

PHOENIX COLOR: Moody's Cuts 10.375% Subordinated Notes at Caa2
PHYSICIANS RESOURCE: Court Confirms Company's Liquidating Plan
PILLOWTEX: Obtains Injunction Blocking Utility Company Deposits
REGAL CINEMAS: Ceases Operations On FunSpace Arcades in 7 Theaters
PURINA MILLS: Board of Directors Amends Stockholders Rights Plan

SAFETY-KLEEN: Moves to Assume Contract with McKesson HBOC
SALEX HOLDING: Files Chapter 11 & Seeks Court Okay to Sell Assets
SERVICE MERCHANDISE: Sublets Stuart, Fla., Store to Office Depot
SPORTSPRICE ENTERTAINMENT: Closes Web Site & Files for Chapter 7
SPREE.COM: Online Marketing Services Files for Chapter 11

TEARDROP GOLF: Putter Manufacturer Seeks Bankruptcy Protection
TEARDROP GOLF: Case Summary and 20 Largest Unsecured Creditors
TEARDROP GOLF: Nasdaq Halts Trading & Requests More Information
VENCOR INC: Ventas Announces Its Support for Amended Plan
WHEELING-PITTSBURGH: Cash Management System Stays in Place

* Meetings, Conferences and Seminars

                           *********

ATHEY PRODUCTS: Announces Implementation of Mandatory Layoffs
-------------------------------------------------------------
Athey Products Corporation (Nasdaq: ATPC - news), a leading
manufacturer of street sweeping and material handling equipment,
reported that it implemented a mandatory layoff of most
production-related employees and selected salaried employees,
effective immediately, and which will remain in effect until
further notice.  During this period, the Company will perform
limited operational-related tasks.  The Company is assessing its
current situation and evaluating alternative strategies to resolve
its current funding issues.

As previously reported, Athey Products has hired the services of
financial adviser, Nachman Hays Consulting, Inc. to seek on
alternatives on how to deal with the problem at hand.


BRANDON DIAGNOSTIC: Files for Chapter 11 Protection in Tampa
------------------------------------------------------------
A recent SEC filing states that Brandon Diagnostic Center Ltd.
filed for bankruptcy protection under Chapter 11 in the U.S.
Bankruptcy Court in Tampa, Dow Jones reports.  Brandon, a
subsidiary of American Enterprise.com Corp., remains a debtor-in-
possession even though the petition did not mention plans for DIP
financing. The petition did not include a list of current assets
and debts during the filing.

Dow Jones added that Tampa-based American Enterprise provides
capital, marketing, technology, business development and manpower
to its principal subsidiaries for design, implementation,
development and management of support systems in the health-care
industry.


BROADSTREAM COMMUNICATIONS: Defaults on Advanced Radio Note
-----------------------------------------------------------
Advanced Radio Telecom Corp., in connection with the acquisition
by the company of 39 GHz licenses and other assets of BroadStream
Communications Corporation and its affiliates, loaned
approximately $13.0 million to BroadStream.  BroadStream has not
repaid this loan, which was due on November 21, 2000, and has
requested an extension of the repayment date.  

Amounts borrowed are collateralized by a pledge of 3,895,801 of
the shares of company common stock acquired by BroadStream in the
transaction and bear interest at 10% per annum. The company is in
discussions with BroadStream to determine what steps the company
will take in connection with the payment default, including a
possible extension of the repayment date. The company had
previously disclosed that it would be required to issue 416,667
additional shares of its common stock to BroadStream in November
2000 if BroadStream was not in material breach of any of its
obligations. As a result of the payment default, the company is
not required to issue those additional shares.


CAMBIOR, INC: Lenders Approve Restructuring Plan
------------------------------------------------
Cambior, Inc. announced that its lenders have approved a committed
restructuring plan that provides satisfactory arrangements to
refinance Cambior's debt. These arrangements include an agreement
with a banking syndicate for a new $65 million credit facility, a
prepaid gold forward sale agreement for proceeds of $55 million,
and the conversion of Jipangu's $10 million loan into equity
through a private placement and/or other means. These arrangements
are conditional upon the completion of the sale of the La Granja
property for net proceeds of not less than $34 million and other
usual conditions for these transactions. The new credit facility
and the prepaid gold forward sale agreement are scheduled to close
in December 2000, soon after the La Granja closing.

          Commitment for a New $65 Million Credit Facility

A commitment for a new credit facility has been received from a
group of financial institutions for an amount of $65 million. The
banking syndicate is led jointly by The Chase Manhattan Bank of
Canada and the Bank of Nova Scotia and includes the National Bank
of Canada and Soci‚t‚ G‚n‚rale. These banks are part of the
current lending group to Cambior. The credit facility will serve
to refinance Cambior's remaining bank debt.

The new credit facility will consist of a $55 million non-
revolving term loan and a $10 million revolving credit facility.
The new credit facility will be amortized over a five-year period
and will mature on December 31, 2005. The minimum repayments of
the facility are $5 million in 2001, $5 million in 2002, $20
million in each of 2003 and 2004 and $15 million in 2005.

The credit facility bears interest at LIBOR + 3.00% until March
31, 2001. From then on, the interest spread will vary from 2.00%
to 3.00% based on certain financial ratios. The new credit
facility is subject to a 2% upfront fee.

As a covenant under the new credit facility, Cambior must comply
with a Mandatory Hedging Program. This program includes an
undertaking to ensure that Cambior's commitments to deliver gold
will not, at anytime, exceed 90% of its total proven and probable
recoverable reserves. It further requires that, after March 31,
2001, Cambior will be required to have hedges in place on a
minimum of 70% of the forecasted loan life production in order to
establish an average minimum gold price of US $295/oz on all
production, including the impact of the prepaid gold forward sale
agreement. As part of the Mandatory Hedging Program, Cambior will
have the right to roll forward its contracts up to the final
maturity date of the loan. In addition, the hedging facility will
not be subject to margin calls.

Cambior will issue to the banking syndicate 1.3 million warrants
to purchase common shares of Cambior at Cdn $0.56 per share, a 25%
premium over the closing price of Cambior's shares on the Toronto
Stock Exchange on November 29, 2000. Cambior currently has
75,562,871 common shares outstanding. The warrants are exercisable
at any time on or before December 31, 2005. The issue of warrants
remains subject to regulatory approval.

          US$55 Million Prepaid Gold Forward Sale Agreement

Cambior has entered into an agreement with Credit Suisse First
Boston ("Credit Suisse"), also a current lender to Cambior, for a
US $55 million prepaid gold forward sale of 233,685 ounces of gold
to be delivered over a period of 5 years. The total proceeds will
be applied to Cambior's debt repayment. The gold delivery dates
will commence on the last business day of each month from July
2001 to December 2005 and the establishment fee is 2.00% of the
principal amount. This instrument will be accounted for as a
deferred revenue and no interest is payable under this facility.
Approximately $64/oz in interest savings over the life of the
facility must be added to the principal of $235/oz received from
the prepaid gold forward.

In 1999, Cambior had entered into variable volume forward
contracts maturing at fixed delivery dates over the next seven
years. In connection with the prepaid gold forward transaction,
the variable volume forward structure will be reduced by 27% for
the period from January 2001 to October 2007.

      Conversion of Jipangu's $10 Million Loan Into Equity

Cambior has also entered into an agreement with Jipangu Inc. for
the conversion of Jipangu Inc.'s $10 million first-rank mortgage
on Cambior's 50% interest in the Niobec mine into equity through a
private placement and/or other means; the loan will be converted
into subordinated debt until its conversion to equity is
finalized.

             Conditions Precedent to the Closing

Cambior has agreed to grant Credit Suisse and the lenders under
the new credit facility, a pari passu first-ranking security on
all of its present and future assets. The closing of Cambior's
financial restructuring is subject to the following events and
conditions:

   1. closing of the sale of La Granja for net proceeds not less
than $34 millions;

   2. conversion of Jipangu's $10 million mortgage into equity
and/or subordinated debt;

   3. completion of final documentation and other usual conditions
prior to closing; and

   4. simultaneous closing of the new credit facility and prepaid
gold forward sale agreement.

                         Commentary

Louis P. Gignac, President and Chief Executive Officer of Cambior,
stated that "After 14 months of effort, we will have repaid and
refinanced a total amount of $225 million in financial obligations
when all transactions are closed. Cambior will have stabilized its
financial position and rescheduled its remaining obligations over
the next five years". During the next 12 months, Cambior will
pursue its efforts to sell its remaining copper assets, in
particular the El Pach˘n project in Argentina and the Carlota
project in the United States, and most of the proceeds from these
sales will be used to further reduce its debt level. Based on
these subsequent disposals, Cambior should generate sufficient
financial flexibility to expand its gold related activities.

Cambior Inc. is an international gold producer with operations,
development projects and exploration activities throughout the
Americas. Cambior's shares trade on the Toronto and American
(AMEX) stock exchanges under the symbol "CBJ".


CAPSTEAD MORTGAGE: Fitch Lowers Ratings on Mortgage Certificates
----------------------------------------------------------------
Fitch lowers its ratings on the following Capstead Mortgage
Corporation's (CMC) mortgage pass-through certificates:

   a) CMC 1994-H 30A, class 30B2 ($904,000 outstanding), rated
       'BBB' is placed on Rating Watch Negative;

   b) CMC 1994-H 30A, class 30B3 ($1,041,000 outstanding), rated
       'B' is downgraded to 'D' and removed from Rating Watch
       Negative.

The action is the result of a review of the level of losses
incurred to date and the current high delinquencies relative to
the applicable credit support levels. As of the Oct. 25, 2000
distribution:

   -- CMC 1994-H 30A remittance information indicates that 6.53%
       of the pool is over 90 days delinquent, and cumulative
       losses are $1,903,000 or 1.47% of the initial pool. Class
       30B2 currently has 4.04% of credit support, and class 30B
       has no credit support remaining.


CINEMARK USA: Moody's Lowers Ratings & Reviewing for Downgrade
--------------------------------------------------------------
Moody's Investors Service lowered the debt ratings of Cinemark
USA, Inc. (Cinemark), concluding its review for downgrade which
began June 2000. The former B2 ratings for the company's senior
subordinated notes totaling $380 million were downgraded to Caa2.
The company's former Ba3 senior implied and B1 senior unsecured
issuer ratings were also lowered to B2 and B3, respectively. The
rating outlook continues to be negative. Moody's noted that it
does not rate the company's $350 million domestic senior revolving
bank credit facility, nor does it rate approximately $60 million
of senior bank credit facilities for the company's international
ventures.

The downgrades generally reflect the company's weaker than
expected operating performance and subsequently weaker overall
credit profile, diminishing liquidity position, and related
expectations of higher default probability and loss severity for
subordinated noteholders in particular. The negative outlook
principally incorporates Moody's expectation that the operating
environment for the theatrical exhibition industry will remain
difficult for the foreseeable future, and that improvements in
Cinemark's profile in particular will be difficult to realize
absent a material reduction in capital spending and expansion
activity and dramatically improved box office performance.

While Cinemark's generally less competitive markets and better
positioned theater base remain at the high end relative to the
financially distressed commercial theatrical exhibition industry
overall, Moody's believes that new equity capital will be
necessary to augment the company's current capital structure,
which has become excessively leveraged over the difficult 1999-
2000 period due to ongoing capital investment for expansion and
core operating cash flow erosion from a heightened competitive
environment and attendance declines or flattening due to more
competing activities for the consumer more broadly. In assessing
the expected credit loss to be absorbed by the company's
subordinated noteholders, Moody's notes the presence of both
contractually and structurally senior debt of a material amount in
the form of bank borrowings and off-balance sheet operating
leases, as well as all other general liabilities of the company's
operating subsidiaries. Accordingly, Moody's revised ratings
suggest that subordinated noteholder claims are currently impaired
by an estimated 20%-25% of their face value.

Cinemark USA is one of the largest motion picture exhibitors in
North America, with a growing presence in South America, operating
approximately 2,870 screens in 265 theaters as of September 30,
2000. The company maintains its headquarters in Dallas, Texas.


CORRECTIONS CORP: Mergers Transactions Close
--------------------------------------------
Corrections Corporation of America (formerly Prison Realty Trust,
Inc.) (NYSE:CXW) announced that it has completed the previously
announced mergers with its two affiliated service companies,
Prison Management Services, Inc. and Juvenile and Jail Facility
Management Services, Inc., effective December 1, 2000. In the
merger, each of the service companies was merged with and into the
Company's wholly owned operating subsidiary. As the result of the
merger, the Company will issue approximately 2,880,000 shares of
its common stock to the wardens of the facilities operated by the
service companies in exchange for all shares of stock of the
service companies held by such wardens at the time of the merger.

"We are pleased to have completed another step in the
restructuring of the companies," said John D. Ferguson, the Chief
Executive Officer and President of the Company. "The completion of
the service company mergers is another step in the streamlining of
our corporate structure and the process of returning our company
to the corporate model that was so successful in the past. The
reconsolidation also allows our management team to improve
operations, enhance customer service and reduce costs."

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


DRKOOP.COM: Appoints Gregory D. Taylor as Chief Operating Officer
-----------------------------------------------------------------
Drkoop.com, Inc. (Nasdaq: KOOP), a leading eHealth Network and
provider of Internet-enabled applications services for the
healthcare industry announced the appointment of healthcare
executive Gregory D. Taylor as Chief Operating Officer.  In his
new role, Taylor will oversee the daily operations of the company
working with the existing executive and management staff to
steadily grow and expand business-to-business components.

"With the addition of Greg, we have established a strong
foundation with a perfect balance of leadership skills and
management experience in both business and healthcare, as well as
the energy and drive to build a sound, profitable and viable
company," said Chief Executive Officer Richard Rosenblatt.  "Greg
brings to the table a tremendous background of helping to manage
the operations of a global billion-dollar health business."

A more than 20-year veteran of the healthcare industry, Taylor
says he welcomes the challenges facing drkoop.com.  "The last year
has been particularly harsh on Internet companies and only the
strong will survive," he said.  "Which is why I chose to work for
drkoop.com -- we have a winning combination including the best
healthcare content on the Internet, a trusted well-known brand and
an experienced team to lead the company going forward. There are
challenges, to be sure, but each challenge presents a new
opportunity for us to think creatively, build strategically and
empower consumers at the same time.  There is no place I'd rather
be."

In his most recent position as Vice President Turnkey Solutions
for drkoop.com partner Siemens/Shared Medical Systems (SMS),
Taylor was credited with leading product lines that have
contributed approximately $80 million to the company's revenues.  
Taylor is the latest of top executive positions to be filled at
drkoop.com, joining newly appointed Executive Vice President of
Business Development and Sales, William H. Carlson and new Vice
President of Customer Operations, John Cardwell.

Drkoop.com is a leading global healthcare network providing
measurable value to individuals worldwide.  Its mission is to
empower consumers with the information and resources they need to
become active participants in the management of their own health.

The drkoop.com Network is built from relationships with other Web
sites, healthcare portals and traditional media outlets
integrating dynamic, medically reviewed content, interactive
communities and consumer-focused tools into a complete source of
trusted healthcare information.  Its strategic alliance with
Siemens/Shared Medical Systems (SMS) makes drkoop.com a leader
in promoting secure online interaction between patients, their
physicians and local healthcare organizations, with more than 2.0
million registered users.


FASTCOMM COMMUNICATIONS: Shareholder Meeting Set for Dec. 29
------------------------------------------------------------
The annual meeting of shareholders of FastComm Communications
Corporation, a Virginia corporation, will be held on December 29,
2000, at 9:30 a.m. local time, at the Holiday Inn, Holiday Drive,
Dulles, Virginia for the following purposes:

   1. To elect five (5) directors of the company;

   2. To consider and act upon a proposal to approve an amendment
       to the 1999 Stock Option Plan;

   3. To approve and adopt the company's 2000 Employee Stock
       Purchase Plan;

   4. To ratify the appointment of BDO Seidman, LLP as the
       independent auditors for the company for the fiscal year
       ending April 30, 2001; and

   5. To transact any other business which may come before the
       meeting.

All shareholders are cordially invited to attend the meeting,
although only shareholders of record at the close of business on
November 17, 2000, are entitled to notice of and to vote at the
meeting.


FOSTER WHEELER: Will Finds its Corporate Home in Bermuda
--------------------------------------------------------
Foster Wheeler Corporation's board of directors has unanimously
approved a plan to modify Foster Wheeler's corporate structure so
that the company's legal domicile will effectively be changed from
New York to Bermuda. This plan is subject to approval by two
thirds of the company's stockholders at its annual meeting in
April 2001.

"This change is another strategic initiative we are taking to
strengthen the company's balance sheet and its business in the
long term," said Richard J. Swift, Foster Wheeler's chairman,
president and CEO. "The majority of our revenues and income is
derived from outside the United States, and we believe that the
business, regulatory and tax environment in Bermuda should enable
us to create more value for our stockholders. Our change in legal
domicile will allow Foster Wheeler to compete more effectively
worldwide because it should result in greater operational
flexibility and better position us to manage international cash
flows and our complex worldwide tax arrangements."

The structural changes are expected to benefit Foster Wheeler and
its stockholders for several reasons. Specifically, Gilles A.
Renaud, Foster Wheeler's senior vice president and CFO, noted that
the reconfiguration:

   o Will allow Foster Wheeler to realign its business to achieve
greater operational flexibility, including improved worldwide cash
management;

   o May provide a more favorable corporate structure for the
expansion of Foster Wheeler's current business and future
strategic alliances and acquisitions;

   o Will give the company more financial flexibility and may have
a favorable effect on its ability to access international capital
markets; and

   o Will provide greater flexibility in the long term to manage
worldwide tax liabilities, which should stabilize the company's
global effective tax rate.

"We expect this transition to be seamless and transparent for our
employees, vendors and customers around the world," said Renaud.
"Corporate operations will continue to be managed from our current
headquarters in Clinton, New Jersey, and we remain fully committed
to our employees and local communities everywhere we currently do
business," Swift added.

The plan approved by the board calls for the creation of a new
Bermuda-based holding company to be called Foster Wheeler Ltd.
Shareholders of Foster Wheeler Corporation will receive a number
of shares in Foster Wheeler Ltd. equal to the number of shares
they hold in Foster Wheeler Corporation. The company indicates
that these shares will have substantially the same attributes as
Foster Wheeler Corporation common shares and are expected to be
listed on the New York Stock Exchange under the symbol FWC.

The proxy, which will be issued in March 2001, will give details
of the transaction. This reconfiguration is subject to stockholder
approval at Foster Wheeler's annual meeting of stockholders on
April 23, 2001.


GORGES/QUIK-TO-FIX: Meat Producer Files Chapter 11 in Delaware
--------------------------------------------------------------
Gorges/Quik-to-Fix Foods, Inc., a privately held company
headquartered in Dallas, announced that it has filed a Chapter 11
petition in the U.S. Bankruptcy Court in Delaware. The company
said its purpose is to gain the court's approval of a capital
restructuring for future growth.

The company said it is unable to continue supporting high capital
costs relating to a 1996 leveraged buyout, but plans to emerge
from this process as a properly capitalized growth company.

Gorges/Quik-to-Fix Foods, Inc. is a leading producer of value-
added meat products for the foodservice, retail and food
manufacturer markets.


GORGES/QUIK-TO-FIX: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Gorges/Quik-to-Fix Foods, Inc.
         9441 LBJ Freeway
         Suite 214
         Dallas, Texas 75243

Type of Business: The company's primary business is to produce,
                   market and distribute value added processed
                   beef products to the food service industry.

Chapter 11 Petition Date: December 4, 2000

Court: District of Delaware

Bankruptcy Case No.: 00-04437

Debtor's Counsel: Joel A. Walte, Esq.
                  Edwin J. Harron, Esq.
                  Young Conaway Stargatt & Taylor, LLP
                  Wilmington Trust Center, 11th Flr.
                  P.O. Box 391
                  Wilmington, Delaware 19899-0391
                  (302) 571-6600

Total Assets: $ 140,920,000
Total Debts : $ 121,150,000

20 Largest Unsecured Creditors

IBJ Shroder Bank &
Trust Company
One State Street                11.5% Senior
New York, NY 10004               Subordinated Notes
(212) 858-2103                   due 2006 (including
Fax:(212) 858-2611               accrued interest)    $ 54,999,000

Astro Meat & Seafood, Inc.
Tom Martin
1177 NW 81st 2nd Floor
Miami, FL 33150
(303) 694-831
Fax:(305) 694-9630              Trade Debt               $ 543,416

Tennessee-Texas LTD
Louis Hall
215 West Two Hig Avenue
San Angelo, TX 76909
(915) 656-0707
Fax:(915) 659-8998              Trade Debt              $ 368,860

Bell Flavors &
Fragrances, Inc.
Debbie Fleming
500 Academy Drive
Northbrook, IL 60062
(708) 891-8300
Fax:(847) 291 1217              Trade Debt               $ 288,778

Blakeman Transportation,
Inc.
Greg Ulmer
2400 Cold Springs Road
Fort Worth, TX 76106
(817) 429-2130
Fax:(817) 626-7333              Trade Debt               $ 269,910

Manpower
Chamel Doehn
Box 68-5003
Milwaukee, WI 53267
(501) 957-4600
Fax:(958) 423-1192              Trade Debt               $ 261,252

Specialty Films &
Associates
Jan Dirr
1835 Airport Exchange Blvd.
Erlanger, KY 41018
(606) 647-4100
Fax:(606) 647-4105              Trade Debt               $ 260,804

Ingredients Plus Distributors   Trade Debt               $ 208,684

Shamrock Meats, Inc.            Trade Debt               $ 194,534

Bates Container, Inc.           Trade Debt               $ 188,070

Alford Refrigerated
Warehouses                     Trade Debt               $ 187,674

Packers Sanitation
Services, Inc.                 Trade Debt               $ 165,225

International Dairy
Queen Co.                      Trade Debt               $ 162,509

Newly Weds Foods, Inc.          Trade Debt               $ 144,861

AM-C Warehouses, Inc.           Trade Debt               $ 143,137

Bush Boake Allen, Inc.          Trade Debt               $ 140,501

Sioux County Treasurer          Property Taxes           $ 139,366

Travelers Insurance             Trade Debt               $ 138,843

Protein Technologies            Trade Debt               $ 135,077

M & W Packaging U.S., Inc.      Trade Debt               $ 129,602




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

Grand Union filed a voluntary chapter 11 petition in the U.S.
Bankruptcy Court in Newark, New Jersey on October 3, 2000, in
order to facilitate the planned sale of the company and provide
for additional funding during the sale process.

On November 13, the company announced that it had entered into a
definitive agreement for the purchase by C&S Wholesale Grocers,
Inc. of substantially all of the company's assets and business. On
November 16, 2000 the company announced that no higher or better
bids for Grand Union's assets were obtained at the auction under
Bankruptcy Court procedures.

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

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


GREATE BAY: Sands Hotel Plan Pays 75% to Trade Creditors
--------------------------------------------------------
The Sands Hotel & Casino reports that GB Holdings, Inc., the
parent company of the Sands Hotel & Casino, filed a proposed
Disclosure Statement and Plan of Reorganization in the bankruptcy
cases involving the Claridge Hotel and Casino located in Atlantic
City, New Jersey.

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." Under the proposed plan, a total of 5,652,000 shares
of the common stock of the company and certain cash would be
distributed for the benefit of the holders of the Claridge First
Mortgage Notes and trade creditors would receive a cash
distribution of a minimum of 75% of their allowed claim amount on
the effective date of the Plan or such higher amount as the
Bankruptcy Court permits.

Mr. Luciani stated that he anticipated that the regulatory
approvals necessary for the acquisition could be obtained
expeditiously. "GB Holdings, which is currently licensed to own
the Sands Hotel & Casino, would not face the type of opposition
based on economic concentration, as would be inherent in an
application by a large, multiple-licensed casino operator in
Atlantic City."

Park Place Entertainment Corporation has also filed a plan of
reorganization in this case, in which, among other things, Park
Place would acquire the Claridge Hotel and Casino. For the
following reasons, the company believes that its plan is superior
to Park Place's plan:

   (i)   The company believes that its Plan provides for a
distribution of a higher value to holders of First Mortgage Notes
and other creditors;

   (ii)  The distribution of common stock of the company will
allow the holders of the First Mortgage Notes to participate in
any increase in value of the company;

   (iii) While the company intends to consolidate some of the
operating departments of the Sands and the Claridge, the company
intends to keep the casino at the Claridge open and believes that
Park Place may plan to close the casino; and

   (iv)  The company believes that Park Place, self described as
the world's largest gaming company, which already operates four
casinos under three casino licenses in New Jersey, wields
significant purchasing power and adding a fifth casino to its
realm in Atlantic City would augment its purchasing power and
allow it to achieve cost savings at the expense of trade
creditors.


HOME INTERIORS: Moody's Lowers Ratings & Reviews for Downgrade
--------------------------------------------------------------
Moody's Investors Service downgraded the debt ratings of Home
Interiors & Gifts, Inc., and placed the ratings on review for
possible further downgrade. The rating action follows the
company's disclosure of accelerating deterioration in revenues and
increasing turnover in its independent sales force.

The following ratings were affected by this action:

   a) $300 secured term loan and revolving credit facility
       expiring through 2006 to B2 from B1;

   b) Senior implied rating to B2 from B1;

   c) $200 million senior subordinated notes due 2008 to Caa2 from
       B3;

   d) Senior unsecured issuer rating to B3 from B2.

The downgrades reflect Moody's increased concerns about short term
liquidity, as well as continuing erosion in the value of the
franchise which would impair the company's ability to repay debt.
Moody's expects that HI&G's modestly sized revolving credit line
could be fully utilized by year end unless the banks finalize an
increase to its $40 million committed revolving credit facility.
HI&G had negotiated an agreement in principal to increase its
availability earlier this year, but the increase was not formally
committed by the banks. The company has announced that it does not
expect to be in compliance with existing covenants at the end of
the fourth quarter. In the medium term, Moody's believes that the
company will also need to amend its term loan amortization
schedule to reflect expectations of lower operating cash flow.

HI&G is currently profitable, and Moody's believes the company can
continue to generate positive cash flow at current revenue levels.
Profitability during 2000 has been negatively impacted by a number
of one-time issues, including higher operating costs and increased
hostess gift redemptions, which Moody's believes will ease in the
coming year. Nothwithstanding management's efforts to improve
profit margins, Moody's remains concerned about the strength of
the company's franchise. HI&G reported that turnover among
"displayers", the company's independent sales force, has more than
doubled from previously reported levels to above 100% this year.
Displayers' productivity is highly correlated with tenure. As a
result, Moody's believes the company will be challenged to
maintain current sales levels. Moody's also believes that changes
in compensation plans and alternative employment opportunities
have negatively impacted HI&G's ability to recruit and retain both
displayers and hostesses.

The ratings have been placed under review for possible continued
downgrade. The review will focus on HI&G's ability to reach an
agreement with its banks that will provide liquidity relief in the
short and medium term, as well as its plans to reinvigorate its
sales force and franchise.

Home Interiors and Gifts, headquartered in Dallas, Texas, is a
direct sales distributor specializing in decorative home
accessories.


ICG COMMUNICATIONS: Restructuring Calls for Executive Resignations
------------------------------------------------------------------
ICG Communications, Inc. (Nasdaq:ICGXQ) announced the resignations
of several executive team members as part of its ongoing financial
restructuring efforts.

ICG is a telecommunications company and provider of network
infrastructure, facilities and management. Executive team members
resigning include William S. Beans, Jr., president and chief
operating officer; Harry Herbst, executive vice president and
chief financial officer; Cindy Schonhaut, executive vice president
of Government and External Affairs; and Carla J. Wolin, executive
vice president of People Services.

"I understand it is difficult to accept this change on a personal
level for those who have worked closely with the team members
leaving," said Randall E. Curran, chief executive officer. "I have
complete confidence in ICG's employees and their ability to carry
on and support the company's leadership as we transition to a more
direct chain of command."

ICG's day-to-day operations will be overseen by Curran and Mike
Kallet, executive vice president of Operations, with the support
of David Hurtado, senior vice president of Telephony Operations,
Darlinda Coe, senior vice president of Network Support, and Gary
Lindgren, senior vice president of Engineering.

Beans will remain on ICG's board of directors to further support
ICG as the company continues with its financial restructuring. The
company anticipates, and looks forward to, Herbst, Schonhaut and
Wolin consulting for ICG on an as-needed basis.

"Bill has been highly supportive of me and the organization at
every level," said Curran. "I applaud Bill, Harry, Cindy, and
Carla for their many contributions to ICG during their tenure and
appreciate their cooperation with this transition."

Rich Fish, senior vice president of Finance at ICG, was promoted
to executive vice president and chief financial officer, and Gayle
Landis, vice president of People Services, was promoted to senior
vice president. Both Fish and Landis will report directly to
Curran. LaCharles Keesee, vice president, Government and External
Affairs, was promoted to senior vice president and will report to
Bernie Zuroff, ICG's general counsel.

In addition, Bob Athey, senior vice president of Sales; Kim
Gordon, senior vice president of Marketing; Brian Cato, vice
president of Customer Care; and Jack Campbell, chief information
officer and senior vice president of Information Systems, also
will report directly to Curran.

On November 14, 2000, ICG filed for Chapter 11 Bankruptcy
Protection and also announced it had secured a commitment for up
to $350 million of new financing from Chase Manhattan Bank.

ICG Communications, Inc. is an Englewood, Colo.-based
telecommunications company with a nationwide voice and data
network. The company is a competitive local exchange carrier
(CLEC) and broadband data communications company, as well as a
provider of network infrastructure, facilities and management. ICG
delivers products and services to its customer base of Internet
service providers (ISPs), business customers, and interexchange
carriers through its national network. For more information about
ICG Communications (Nasdaq:ICGXQ), visit the company's Web site at
http://www.icgcom.com.


IFCO SYSTEMS: Moody's Places Ratings on Review for Downgrade
------------------------------------------------------------
Moody's Investors Service placed the ratings of IFCO Systems N.V.
under review for possible downgrade. The ratings on review are: B2
assigned to the EURO 200 million 10.625% senior subordinated
notes, due 2010, issued by IFCO; B1 senior unsecured issuer
rating; Ba3 senior implied rating; and the Ba2 rating assigned to
the $235 million secured facility at PalEx, a wholly owned
subsidiary of IFCO, consisting of a $125 million revolver and $110
million multi-draw facility.

The ratings review for possible downgrade resulted from IFCO's
sequentially weaker than expected operating performance since the
initial public offering in March which has reduced profitability
and impaired interest coverage ratios. We are concerned that
liquidity is constrained by modest cushion on financial covenants.
Top line growth has been less than originally anticipated
primarily due to slow integration of the North American
acquisitions and the combination of several extraordinary adverse
operating conditions in Europe (namely, the on-going devaluation
of the Euro, floods in Southern Europe, and the transportation
strike in France). There is deficit retained cash due to IFCO's
substantial debt funded capital expenditures coupled with
approximately $13 million of additional spending on business
development initiatives.

Moody's review will analyze IFCO's ability to improve returns,
sustain margins, realign capital spending to more appropriately
reflect its volume growth, bolster liquidity and to further
penetrate North American markets. The review will take into
account the implications of the previously announced pallet
manufacturing divestiture (approximately 30% of consolidated pro-
forma revenues).

IFCO Systems N.V. and Subsidiaries are global providers of supply-
chain support services operating in the round trip container,
pallet services, and industrial container reconditioning markets
throughout the United States and Europe.


IMAX CORP: Moody's Lowers Debt Ratings & Says Review Continues
--------------------------------------------------------------
Moody's Investors Service lowered the debt ratings of IMAX
Corporation (IMAX). Affected debt instruments include $200 million
of 7-7/8% senior notes due 2005, the rating for which was lowered
to B2 from Ba2, and $100 million of 5-3/4% convertible
subordinated notes due 2003, the rating for which was lowered to
Caa1 from B1. The company's former Ba2 senior implied and senior
unsecured issuer ratings were also lowered to B2. All ratings
remain under review for possible further downgrade.

The downgrades principally reflect the company's continued
underperformance relative to original expectations; a rapidly
eroding liquidity position, and growing concerns about potentially
near-term shortfalls and a general lack of financing options;
heightened exposure to financially troubled commercial theater
exhibitors, and expectations of potentially large receivable asset
write-offs related to the same; and the presumed need for
addtional asset write-downs related to film carrying values,
inventory (both current and that which may be reclaimed from
defaulted customers), and aggressive revenue recognition practices
in the context of the high probability of not delivering on a
large portion of the sales backlog.

Moody's noted that while the company has historically enjoyed a
healthy sales backlog and a fairly large liquidity base, the
ability to actually realize cash proceeds on the former has now
been called into question, and when coupled with the significant
and fairly accelerated decline of the latter has resulted in a
substantially weakened credit profile.

While Moody's continues to believe that there is value to the IMAX
brand name, if not the current businesses, there is a growing
likelihood of default stemming from the eroded liquidity base,
along with increasing uncertainty about ultimate recovery values
for the company's various creditor classes. The continuing review
for possible further downgrade of IMAX's debt ratings reflects the
continuing uncertainty surrounding the company's exposure to
defaulting and non-paying commercial exhibitors, the magnitude of
anticipated requisite asset write-offs, the ability to reclaim and
subsequently resell projection equipment, and the amount of non-
discretionary capital spending that is necessary to support its
current businesses.

IMAX Corporation is the leading worldwide provider of giant-screen
theater equipment and large format films. The company maintains
its headquarters in Mississauga, Ontario, Canada.


KPC MEDICAL: Six Health Plans Fund $5 Million for Shutdown Costs
----------------------------------------------------------------
The U.S. Bankruptcy Court approved KPC Medical Management's motion
to fund final paychecks for approximately 2,000 employees and
cover other closure costs. Company counsel William Thomas stated
that six health plans have agreed to provide more than $5 million
in order to underwrite this expenditure. The Company filed for
Chapter 11 protection November 24th. (New Generation Research,
Inc., 04-Dec-00)


LEGEND AIRLINES: Files Chapter 11 in Northern District of Texas
---------------------------------------------------------------
Legend announced that it filed for protection under Chapter 11 of
U.S. bankruptcy law. The announcement came just one day after the
struggling airline shut down operations due to $44.7 million in
losses since it was launched in 1996. Other airlines are honoring
Legend tickets, including America West, American, Continental,
Continental Express, Frontier, National, as well as Delta Air
Lines and its Delta Connection carrier, Atlantic Southeast
Airlines. (New Generation Research Inc., 04-Dec-00)


LERNOUT & HAUSPIE: Artesia Relates Views On Bankruptcy Filing
-------------------------------------------------------------
Artesia, one of the bank group that has lent Lernout & Hauspie
$430 million, welcomes the recent Chapter 11 filing.  According to
a spokesman, "It's the best solution for the company."  Together
with four other banks, the bank group recently released a
statement seeking repayment of their unpaid loan.  L&H's Chapter
11 filing in the U.S. Bankruptcy Court of Delaware listing assets
of $2.4 billion and debts of $489.6 million.


LERNOUT & HAUSPIE: Judge Wizmur Freezes Dictaphone Assets
---------------------------------------------------------
Judge Judith Wizmur agreed, at the request of bankrupt speech
software developer Lernout & Hauspie Speech Products NV (L&H), to
issue an emergency order affirming the protection provided to
debtors by U.S. bankruptcy law against any efforts by creditors to
collect debts or enforce claims, according to a Reuters report. On
Wednesday, L&H and its affiliates, Dictaphone Corp. and L&H
Holdings USA (formerly Dragon Systems Inc.), filed for chapter 11
protection in the U.S. Bankruptcy Court in Delaware.

The action followed this week's default actions by bank lenders
who are owed nearly $500 million and a lawsuit by Stonington
Partners Inc. seeking to revoke Dictaphone Inc.'s merger with L&H
because it was acquired under fraudulent misrepresentation, court
papers say.  In May, Stonington swapped its 96 percent stake in
Dictaphone Inc. for 9 million shares of L&H stock.

"This company is out of cash," said L&H attorney Lue Desprin.
Because L&H had not yet arranged debtor-in-possession financing,
Judge Wizmur said she would reconvene the hearing today. The
extension will give L&H more time to negotiate with its bank
lenders for interim financing to pay employees and to seek court
approval for other motions allowing normal business operations to
continue. Stonington attorney James Garrity told Judge Wizmur, "We
believe this case should be suspended and moved to Belgium."
Colleague Alan Goudiss added that on today, "We will ask the court
to dismiss this action [for chapter 11 protection]. We believe the
Belgian courts may not accede to this action." (ABI 04-Dec-00)


LIFE SCIENCES: Interlock Device Seller Files for Chapter 11
-----------------------------------------------------------
Filing for bankruptcy protection under Chapter 11, Life Sciences
Corp. in Gaithersburh, Md. sells ignition interlock devices to
prevent drunken driving, LocalBusiness.com reports. The company
filed the petition on Nov. 28 in the U.S. Bankruptcy Court in
Greenbelt, Md.  No list of assets and debts were available with
the filing.

The company that developed and implemented the first interlock
program in West Virginia in 1993, was founded in 1992. Life
Sciences does not manufacture the devices, instead they sell
equipment from other manufacturers. The gizmos collect data and
send reports to probation officers, courts and Department of Motor
Vehicle officials.


MEDITRUST COMPANIES: Board Declares Dividend on Series A Stock
--------------------------------------------------------------
Meditrust Corporation (NYSE: MT) announced that the Board of
Directors declared a dividend of $0.5625 per depositary share on
its 9.00% Series A Cumulative Redeemable Preferred Stock for the
period from October 1, 2000 to December 31, 2000. Shareholders of
record on December 15, 2000 will be paid the dividend of $0.5625
per depositary share of Preferred Stock, on January 2, 2001.

Dividends on the Series A Preferred Stock are cumulative from the
date of original issuance and are payable quarterly in arrears on
March 31, June 30, September 30 and December 31 of each year (or,
if not a business date, on the next succeeding business day), at
the rate of 9.00% of the liquidation preference per annum
(equivalent to an annual rate of $2.25 per depositary share).

The Meditrust Companies, (NYSE: MT), a real estate investment
trust headquartered in Dallas, Texas, consists of Meditrust
Corporation, a REIT, and Meditrust Operating Company. Today's news
release as well as other news about The Meditrust Companies is
available on the Internet at http://www.reit.com.

La Quinta Inns, Inc. owns and operates 230 Inns and 70 Inn &
Suites in 28 states. La Quinta is the lodging division of The
Meditrust Companies and is also headquartered in Dallas. For more
information about La Quinta, please visit its Web site at
http://www.laquinta.com.


MEDITRUST CORP: S&P Assigns BB- Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's today removed its ratings on Meditrust Corp.
from CreditWatch with negative implications where they were placed
on Feb. 1, 2000, following the company's announcement that a
significant portion of its $1.9 billion in health care
investments, or about 40% of its real estate assets at that time,
would be sold. In addition, the company's double-'B'-minus
corporate credit rating and all outstanding ratings on the
company's senior notes and preferred stock were affirmed. The
outlook is negative.

The removal of Meditrust's ratings from CreditWatch reflects the
company's ability to date to sell a significant portion, nearly
$1.0 billion, of its health care assets and realize reasonable
pricing in a very difficult health care environment. For the first
nine months of 2000, Meditrust's management has used sales
proceeds ($959 million) and internal cash flow generated from a
suspended common dividend mostly to reduce indebtedness to $1.6
billion from $2.6 billion at year-end 1999.

The company recorded losses of about $244 million related to the
$959 million of transactions. The remaining health care portfolio
has a net book value of $930 million after a valuation allowance
adjustment. While over 40% of Meditrust's healthcare portfolio's
net asset value is comprised of properties whose operators have
filed for Chapter 11 bankruptcy protection, overall operator
coverage ratios currently average a relatively solid 1.6 times
(x).

Despite the average 20% book-value net losses on health care asset
sales to date, leverage at Sept. 30, 2000 was a moderate 41% based
on book capitalization, which includes some $500 million of
goodwill and trademark valuations. However, market-value leverage
was a much higher 75%, reflecting continued market value declines
in Meditrust's common stock price. It is likely that the company
will realize moderate losses upon the remaining liquidation of its
$930 million health care assets, and that any additional sales
proceeds will be used to repay near-term maturities, primarily
bank debt. Coverage measures, while somewhat low at debt service
coverage of about 1.9x and fixed-charge coverage of about 1.8x,
appear to have stabilized.

The performance of La Quinta's 300-hotel portfolio for the third
quarter and year-to-date was weaker than that of the prior year,
with both occupancy and rate declining. Modest recent improvements
in revenue per available room measures may reflect the positive
impact of the new management team's aggressive organizational
changes, but it is too early to determine whether this improvement
is sustainable.

OUTLOOK: NEGATIVE

Meditrust's intention is to focus exclusively on its La Quinta
lodging business, which has exhibited very weak performance over
the prior two years but modest recent improvement. The company has
reduced its 2001 debt exposure from $1.2 billion to $678 million
currently. However, Meditrust's revolver capacity and
discretionary cash flow combined do not alone provide enough
liquidity currently to meet the 2001 debt maturities. Meditrust
will need to continue to sell off its health care assets or
increase capacity or liquidity by about $260 million in order to
meet these 2001 maturities. The negative outlook will likely
remain until there is sustained improvement in La Quinta's
performance and resolution to the company's remaining 2001 debt
maturities, Standard & Poor's said.


PACIFICARE HEALTH: Shareholder Complaints Continue to Roll In
-------------------------------------------------------------
Weiss & Yourman which filed a class action complaint in the United
States District Court for the Central District of California on
behalf of all persons who purchased PacifiCare Health Systems,
Inc. (NASDAQ: PHSY) securities between October 27, 1999 and
October 10, 2000, announced that additional complaints have been
filed by other investors. The complaints charge PacifiCare and
certain of its officers and directors with violations of Sections
10(b) and 20(a) of the Securities Exchange Act of 1934.

The Weiss & Yourman complaint alleges that defendants embarked on
a scheme to defraud investors in order to artificially boost
PacifiCare's stock price, as they realized that positive
representations about the Company were necessary to effect a
successful sale of the Company and to enable them to unload their
personal shares of PacifiCare stock. By making a series of false
and misleading statements throughout the Class Period and
reassuring the public that PacifiCare was not facing any material
difficulties in its business, defendants were able to artificially
inflate the stock price of the Company for their personal benefit.
Indeed, throughout the Class Period, certain defendants sold over
105,401 shares of PacifiCare stock for approximately $5.7 million
in proceeds.

On October 10, 2000, after representing throughout late 1999 and
year 2000 that, despite its switch from fixed payment contracts to
shared risk contracts, PacifiCare's business was strong and that
it was on track to meet earnings expectations and had a positive
business outlook, the defendants announced that PacifiCare would
have an earnings shortfall of between $120-$130 million as a
result of PacifiCare's switch to shared risk contracts and as a
result of higher Medicare costs.

When the true facts concerning the Company's financial condition
and prospects were revealed, the Company's stock plunged from $34
3/4 per share on October 10, 2000 to close at $14 5/8 the next day
on extremely high volume of over 5 million shares.

For an investor package, including a copy of the complaint and a
Certification form or if you wish to discuss this action, contact
Elizabeth P. Lin, Esq., (800) 437-7918 or (310) 208-2800, via
Internet Electronic mail at wyinfo@wyca.com or by writing Weiss &
Yourman, 10940 Wilshire Blvd., 24th Floor, Los Angeles, CA 90024.


PHOENIX COLOR: Moody's Cuts 10.375% Subordinated Notes at Caa2
--------------------------------------------------------------
Moody's Investors Service lowered the rating of Phoenix Color
Corporation's $105 million 10.375% senior subordinated notes, due
2009, to Caa2 from B3. The senior unsecured issuer rating is Caa1.
Moody's also lowered the rating of Phoenix Color's $20 million
senior revolver to B3 from Ba3. The senior implied rating is B3.
The ratings outlook is negative.

The downgrades reflect deterioration in interest coverage,
increased financial leverage, and strained liquidity primarily
resulting from weakened profitability caused by operating
inefficiencies in certain book and components manufacturing
operations as well as and less than expected contributions from
acquisitions (namely, print-on-demand services through
Technigraphix, Inc.). Adjusting for approximately $8 million of
non-cash restructuring charges associated with the previously
announced discontinuation of operations (closure of Technigraphix,
Inc. and the company's Taunton, Massachusetts facility), operating
margins are less than 1% of the approximately $150 million net
revenues at LTM 9/30/00 and EBITA margins are approximately 3%. In
Moody's opinion, both top and bottom line trends are favorable in
the company's remaining business lines (i.e. book manufacturing,
thin books, and components). The customer base consists mainly of
top tier publishers and has proven to be relatively stable.
At 9/30/00, leverage is high with total debt of $121 million which
is 7.3x adjusted LTM EBITDA of approximately $17 million. Debt is
81% of LTM net revenue. Adjusted LTM EBITDA coverage of interest
expense is 1.3x. There is deficit retained cash and adjusted EBITA
return on assets is approximately 3%. Liquidity is constrained by
there being only a nominal cushion under revised bank covenants
(effective 9/30/00).

The Caa2 rating for the subordinated notes reflects their
contractual subordination to secured outstandings. The rating
represents the increased severity of default and is indicative of
anticipated recovery value, in the event of default, given the
deterioration in the company's financial position.

The B3 rating for the senior secured facility reflects the
benefits and limitations of the collateral and its senior
position. Advances are subject to a borrowing base which is
monitored daily. At 9/30/00, there was approximately $5 million
available under the revolver.

Based in Hagerstown, Maryland, Phoenix Color Corporation is a
manufacturer of books and book components which include jackets,
paperback covers, pre-printed case covers for hardcover books,
illustrations, endpapers and inserts.


PHYSICIANS RESOURCE: Court Confirms Company's Liquidating Plan
--------------------------------------------------------------
Debtor-in-Possession Physicians Resource Group, Inc., announced
that its Joint Liquidating Plan of Reorganization has been
confirmed by the United States Bankruptcy Court for the Northern
District of Texas. The Plan contemplates PRG's eventual
liquidation.

The holders of allowed unsecured claims will be paid their pro
rata share of the Company's proceeds. The holders of equity
interests in the Company may receive distributions, but only if
all other classes of creditors are paid in full. At this time, the
Company does not anticipate that the holders of equity interests
in the Company will receive distributions.

PRG is a debtor-in-possession in the United States Bankruptcy
Court of the Northern District of Texas.


PILLOWTEX: Obtains Injunction Blocking Utility Company Deposits
---------------------------------------------------------------
Based on their pre-petition history of prompt and full payments to
the gas, water, electric, telephone, and other utility companies
providing services to Pillowtex Corporation, together with their
demonstrable ability to pay future utility bills, and the
administrative priority status afforded the Utility Companies'
postpetition claims, the Debtors ask the Court to enter a
preliminary and final order determining that Utility Companies are
adequately assured of payment for future service within the
meaning of 11 U.S.C. Sec. 366. This Motion affects approximately
230 Utility Companies.

Through counsel William H. Sudell, Jr. and Eric D. Schwartz of the
firm of Morris, Nichols, Arsht & Tunnell, and David G. Heiman of
the Cleveland office of Jones Day, Reavis & Pogue, and Gregory M.
Gordon and Daniel P. Winikka of the Dallas office of Jones Day,
the Debtors pointed out that any interruption in utility services
could prove devastating to the Debtors' business operations. A
temporary or permanent discontinuation of utility services at any
of the Debtors' facilities could irreparably disrupt those
operations and, as a result, fundamentally undermine the Debtors'
reorganization efforts.

The Debtors propose to provide the statutorily required adequate
assurance of future payment to the utility companies by providing
a mechanism for the utility companies to request additional
assurance of future payment. In particular, the Debtors request
entry of an interim order continuing service, while permitting the
utility companies wishing to seek additional assurance to make a
written request within 30 days after service of the interim order
to the Debtors and their counsel, and permitting the Debtors,
without further order of the court, to enter into agreements
granting to the utility companies submitting such requests any
additional assurance of future payment that the Debtors, in their
sole discretion, deem reasonable.

In the event that the Debtors receive a request for adequate
assurance which they deem to be unreasonable, then upon the
request of the utility the Debtors will promptly file a motion
seeking a determination of adequate assurance of future payment
from the Court.

Any utility company not timely requesting additional assurance
will be deemed, on a final basis, to have adequate assurance of
payment for future utility services, and as to that utility the
interim order will become a final order on the day following the
lapse of the request deadline. (Pillowtex Bankruptcy News, Issue
No. 2; Bankruptcy Creditors' Service, Inc., 609/392-0900)


REGAL CINEMAS: Ceases Operations On FunSpace Arcades in 7 Theaters
------------------------------------------------------------------
Regal Cinemas ceased operations at its unprofitable 3-year-old
FunScape unit, The Daily Variety reports.  FunScape offered game
arcades and concession areas situated in seven theater locations.
"The FunScape concept was not a major factor in our long-term
business model," said Dick Westerling, senior vice president of
marketing and advertising for Regal. "It had its moments, but
overall the FunScape operation was not profitable for us. It was a
small niche of our overall business."

Regal Cinemas has already acknowledged that it could be forced
into bankruptcy reorganization to restructure and rationalize its
4,361 screens in 396 theaters operating in 32 states.


PURINA MILLS: Board of Directors Amends Stockholders Rights Plan
-----------------------------------------------------------------
Purina Mills, Inc. (Nasdaq: PMIL) announced that its Board of
Directors has amended Purina Mills' stockholder rights agreement.

The amendment allows GSCP Recovery, Inc., Purina Mills' largest
stockholder, to acquire up to an additional 10% of Purina Mills'
common stock in excess of the percentage of common stock acquired
by GSCP Recovery as a result of distributions under Purina Mills'
bankruptcy plan without being deemed to be an Acquiring Person
pursuant to the rights agreement. The amendment also raises the
percentage threshold at which other persons would be deemed to be
an Acquiring Person under the rights agreement from 15% to 25%.

Purina Mills is a market leader in the United States in
developing, manufacturing, and marketing differentiated animal
nutrition products and programs for dairy cattle, beef cattle,
hogs, and horses. Purina Mills also develops, manufactures and
sells poultry feeds as well as specialty feeds for rabbits, zoo
animals, laboratory animals, birds, fish and companion animals.

Purina Mills is America's largest producer and marketer of animal
nutrition products. Based in St. Louis, Missouri, the Company has
49 plants and approximately 2500 employees nationwide. Purina
Mills is permitted under a perpetual, royalty-free license
agreement from Ralston Purina Company to use the trademarks
"Purina" and the nine-square Checkerboard logo. Purina Mills is
not affiliated with Ralston Purina Company, which distributes
Purina Dog Chow brand and Purina Cat Chow brand pet foods.

Purina Mills is not affiliated with Cargill Inc. or Agribrands
International Inc.


SAFETY-KLEEN: Moves to Assume Contract with McKesson HBOC
---------------------------------------------------------
Safety-Kleen Corporation present Judge Walsh with a Motion asking
for entry of an order:

   (i)   authorizing Safety-Kleen to assume their contract and to
         enter into a sale agreement with McKesson Hboc, Inc.,
         f/d/a McKesson Corporation,

   (ii)  modifing the automatic bankruptcy stay to permit an
         action in federal court to proceed, and

   (iii) clarifying the extent to which the stay may still be
         applicable.

The agreement is between McKesson and each of Safety-Kleen
Envirosystems Company and Safety-Kleen Systems, Inc.

As part of the Motion, the Debtors and McKesson stipulate and
agreed that any funds recovered by either McKesson or the Debtors
from certain insurers on account of claims asserted against SKE in
STAG litigation will be handled as follows:

   (a) To the extent full and unconditional releases of any
monetary obligations of SKE, in form and substance reasonably
satisfactory to SKE, have been previously granted to SKE by each
of the plaintiffs in the STAG litigation, including the
Environmental Protection Agency, one of the STAG plaintiffs, the
STAG insurance proceeds shall constitute the sole property
of McKesson and not the property of the Debtors' bankruptcy
estates, and to the extent that the Debtors receive any STAG
insurance proceeds, they shall promptly pay such amounts to
McKesson;

   (b) To the extent that any STAG insurance proceeds are received
by McKesson prior to SKE having been granted a Release by each of
the STAG plaintiffs such funds shall by held by McKesson in trust
for the benefit of SKE and/or McKesson, as their interests may
appear, with the exception that such amounts that McKesson can
demonstrate to SKE, to its reasonable satisfaction after
consultation with the Official Creditors' Committee of Unsecured
Creditors, that it has reasonably paid out of pocket with respect
to its indemnity obligations to the Debtors, for the benefit of
the Debtors, shall constitute the sole property of McKesson and
not the property of the Debtors' bankruptcy estate nor funds held
in trust. Similarly, during such periods of time in which McKesson
is holding STAG insurance proceeds in trust, to the extent that
McKesson can reasonably demonstrate that it has incurred further
uncompensated out-of-pocket expenses with respect to its indemnity
obligations to the Debtors, for the benefit of the Debtors, such
funds shall be transferred to McKesson to compensate it for such
expenses and such amounts shall constitute the sole property of
McKesson and not the property of the Debtors' bankruptcy estates
nor funds held in trust. If and when SKE is granted a release by
each of the STAG plaintiffs, any and all STAG insurance proceeds
that McKesson had been holding in trust shall no longer constitute
funds held in trust, but instead such funds shall automatically
constitute the sole property of McKesson and not property of the
Debtors' bankruptcy estates; and

   (c) To the extent that any STAG insurance proceeds are received
by the Debtors prior to SKE having been granted a release by each
of the STAG Plaintiffs, the Debtors shall hold such funds in trust
for the benefit of SKE and/or McKesson, as their interests may
appear, with the exception that such amounts that McKesson can
reasonably demonstrate that it has paid out-of-pocket with respect
to its indemnity obligations to the Debtors, for the benefit of
the Debtors, shall constitute the sole property of McKesson and
not the property of the Debtors' bankruptcy estates or funds held
in trust.

       Similarly, during such periods of time in which the Debtors
are holding STAG insurance proceeds in trust, to the extent that
McKesson can reasonably demonstrate that it has incurred further
uncompensated out-of-pocket expenses with respect to its indemnity
obligations to the Debtors, for the benefit of the Debtors, such
amounts shall be transferred to McKesson to compensate it for such
expenses and such amounts shall constitute the sole property of
McKesson and not the property of the Debtors' bankruptcy estates
or funds held in trust. If and when SKE is granted a release by
each of the STAG plaintiffs, any and all STAG insurance proceeds
that the Debtors had been so holding in trust shall no longer
constitute funds in trust, but instead such funds shall be
promptly transferred by the Debtors to McKesson, and shall
automatically constitute the sole property of McKesson and not the
property of the Debtors' bankruptcy estate.

   (d) Notwithstanding the foregoing, any funds recovered from the
insurance companies and received by either the Debtors or McKesson
in connection with bad-faith claims against any insurers related
to the STAG litigation shall constitute the sole property of
McKesson and not property of the Debtors' bankruptcy estates or
funds held in trust, and to the extent that the Debtors receive
any funds on account of such claims, they shall promptly pay such
amounts to McKesson.

For these purposes, the Debtors and McKesson stipulated that the
automatic bankruptcy stay is modified for the sole purpose of
continuation of the federal action styled "Stickney/Tyler
Administrative Group et al v. Earl Scheib of Ohio Inc. et al", and
any settlements with respect to that litigation. The Debtors
further stipulated that this Order will take effect immediately
upon its entry by the Court.

However, the stipulation regarding modification of the stay does
not extend to the lawsuit styled "Safety-Kleen Envirosystems
Company v. Continental Casualty Co. et al", and SKE is and
continues to be , at the direction of McKesson, authorized to take
steps as are necessary to finally adjudicate the lawsuit.

Upon consideration of the Motion, Judge Walsh found that the
decision to assume and perform the agreement with McKesson fell
within the sound business judgment of the Debtors and granted the
relief as requested and stipulated. (Safety-Kleen Bankruptcy News,
Issue No. 11; Bankruptcy Creditors' Service, Inc., 609/392-0900)


SALEX HOLDING: Files Chapter 11 & Seeks Court Okay to Sell Assets
-----------------------------------------------------------------
A recent filing with the SEC states that Salex Holding Corp. filed
for Chapter 11 in the U.S. Bankruptcy Court for the Eastern
District of New York, Dow Jones reports.  Together with its
subsidiary, Salex Fleet Specialist Corp., Salex filed the petition
on Nov. 17.  Salex selling its operating assets "will enable
management to continue operations in a manner that both ensures a
high quality of service to its customers and provides the company
with the time and opportunity necessary to consummate its
strategic plan on an expedited basis."

Hauppauge, N.Y.-based Salex focuses on the repair of automobile
and small trucks owned by its customers nationwide.


SERVICE MERCHANDISE: Sublets Stuart, Fla., Store to Office Depot
------------------------------------------------------------------
As part of their Subleasing Program, Service Merchandise Company,
Inc., seek the Court's authority, pursuant to 11 U.S.C. sections
363, to consummate the proposed transaction with Office Depot,
whereby Office Depot will sublease approximately 26,740 square
feet of the approximately 50,000 square feet of space located at
the property.

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;

    (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;

(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 Property pursuant to the Primary Lease,
dated November 25, 1987, by and between Kimco Stuart 619, Inc.,
successor in interest to Compson Associates of Florida, as Primary
Landlord, and Service Merchandise Company, Inc., as tenant. The
Debtors currently pay annual rent of $150,000 as well as their
share of utility expenses, real estate taxes, common area
maintenance charges and other similar costs.

Under the SubLease, Office Depot will pay the Debtors annual rent
in the amount of $195,368. In addition, Office Depot will pay as
additional rent amounts for real estate taxes, insurance, common
area maintenance and related expenses that are due under the
Primary Lease and the any recorded documents.

The obligation of Office Depot to enter into the Sublease is
subject to delivery of a non-disturbance and attornment agreement
with the Debtors' lenders and the Primary Landlord and its
lenders. The Debtors are working with the Primary Landlord and
related parties to obtain any necessary non-disturbance and
attornment agreements. To the extent necessary, the Debtors
will supplement the Motion as a result of those efforts.

Office Depot has proposed to sublease the Property to be used as
an office supplies store. Office Depot will be responsible for its
own tenant improvements and the Debtors will renovate the retained
portion of the Property to conform to the initiatives of the
Debtors' 2000 Business Plan, in connection with the implementation
of the Sublease and consistent with the overall Subleasing
Program.

             The Debtors' Description of Office Depot

Office Depot is the world's largest seller of office products,
operating a total of 868 stores throughout the United States,
France and Japan. In addition to typical office supplies, its
stores offer computer hardware and software, furniture, printing
and copying services, and art and engineering supplies. Office
Depot has experienced substantial revenue growth over the last two
years, with increase in annual sales by nearly 15 percent from
$9,000,000,000 in 1998 to $10,300,000,000 in 1999.

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)


SPORTSPRICE ENTERTAINMENT: Closes Web Site & Files for Chapter 7
----------------------------------------------------------------
SportsPrize Entertainment Inc. (OTCBB:JOCK) announced that it has
ceased operations and has shut down www.SportsPrize.com(TM), its
Web site featuring sports-based entertainment, information and e-
commerce.

The company also filed a bankruptcy petition under Chapter 7 of
the Federal Bankruptcy Code. A court-appointed trustee will
oversee the liquidation of the company.

A spokesperson for the company stated: "In this investment
climate, there were no other viable options. Many talented people
devoted countless hours to building and operating the company and
its Web site."


SPREE.COM: Online Marketing Services Files for Chapter 11
---------------------------------------------------------
Westchester-based Spree.com will be shifting gears on its online
marketing services under the protection of Chapter 11 of the U.S.
Bankruptcy Code, The Philadelphia Inquirer reports.  "We expect to
be fully around and thriving," Peg McGregor, president and chief
executive officer, said. Filing for Chapter 11 on Nov. 17, the
firm estimated assets of $1 million to $10 million and debts
totaling $7.7 million.  The company blamed its recurring financial
losses due from having too much product in warehouses as the cause
of the filing.  Launching Spree.com in 1997, Michael Dever of
Thornton, Del., offered customers Web shopping discounts and
incentives.


TEARDROP GOLF: Putter Manufacturer Seeks Bankruptcy Protection
--------------------------------------------------------------
TearDrop(R) Golf Company (Nasdaq SC: TDRP) has announced that it
has commenced a case in the United States Bankruptcy Court for the
District of Delaware, under title 11 of the United States Code, to
recognize its financial affairs.

Due to increased pressures from creditors, TearDrop Golf Company
has been forced to seek protection under the Bankruptcy Code. "We
fought hard to keep the company going and explore many
alternatives during the past few months. Ultimately, the pressure
from our creditors led us to this course of action," said Chairman
and CEO, Rudy Slucker.

The TearDrop(R) Golf Company (www.teardropgolf.com) is the leading
manufacturer of premium putters using ROLL-FACE(TM) Technology.
TearDrop's brands, Tommy Armour(R) (wwwarmourgolf.com) and RAM(R)
(www.ramgolf.com), are two of the world's most recognized brand
names, recognized as the finest golf clubs and accessories in the
world.


TEARDROP GOLF: Case Summary and 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: TearDrop Golf Company
        8J50 N Lehigh Avenue
        Morton, Grove IL 6005J

Type of Business: Debtor is a manufacturer of golf equipment
                   namely golf clubs sold under the brand names
                   Tommy Armour; Ram; and TearDrop.

Chapter 11 Petition Date: December 4, 2000

Court: District of Delaware

Bankruptcy Case No.: 00-04439

Debtor's Counsel: Mary M. Maloneyhuss
                   Bouchard Margules Friedlander & Mal
                   222 Delaware Ave., Suite 1102
                   Wilmington, DE 19801
                   (302) 573-3500

Total Assets: $ 31,381,000
Total Debts : $ 30,758,000

20 Largest Unsecured Creditors

Fred Couples
c/o Players
1851 Alexander
Reston, VA 20191
(703) 648-0999                   Trade Debt              $ 625,000

Cast Alloys, Inc.                
P.O. Box 31001-1638
Pasadena, CA 91100
(760) 603-7667                   Trade Debt              $ 495,353

True Temper Corp.
P.O. Box 70329
Chicago, IL 60673
(901) 767-9411
Fax:(901) 746-2166               Trade Debt              $ 383,695

National Broadcasting, Inc.         
Cust. Financial
30 Rocketeller
New York, NY 10112
(212) 664-3364                   Trade Debt              $ 371,280

NY Times Co.
Magazine Group
21078 Network
Chicago, IL 60673
(203) 371-2110                   Trade Debt              $ 350,493

Magnus Mfg. Corp.
9E High Street
Shortville, NY 14548
(716) 289-6516                   Trade Debt              $ 347,822

Apollo Golf, Inc.
Dept. 77-6716
Chicago, IL 60678-6716
(312) 201-4000
Fax:(312) 332-2196               Trade Debt              $ 293,745

Advanced International
Multitech Co.                   Trade Debt              $ 212,172  

Forbes, Inc.                     Trade Debt              $ 190,856

Sino Golf Manufacturing Co.      Trade Debt              $ 189,148

Tommy Toltes                     Trade Debt              $ 188,125

Space Time                       Trade Debt              $ 187,460

Pebble Beach Co.                 Trade Debt              $ 119,289

Walter Genuln Golf & Dress       Trade Debt              $ 106,635

Golf Magazine                    Trade Debt              $ 100,000

X-Cel Technologies, Inc.         Trade Debt               $ 99,420

Burton Manufacturing Co.         Trade Debt               $ 99,389

Apex Investment Casting Co.      Trade Debt               $ 92,954

Matrex Exhibits, Inc.            Trade Debt               $ 91,156

Tilton, Fallon, Lungrmus &
Chestnut                        Profession Service       $ 89,562


TEARDROP GOLF: Nasdaq Halts Trading & Requests More Information
---------------------------------------------------------------
The Nasdaq Stock Market(SM) announced that the trading halt status
in Teardrop Golf Company (Nasdaq: TDRP) was changed to "additional
information requested" from the company.  Trading in the company
had been halted for news pending at a last sale price of 3/32.  
Trading will remain halted until Teardrop Golf Corporation has
fully satisfied Nasdaq's request for additional information.


VENCOR INC: Ventas Announces Its Support for Amended Plan
---------------------------------------------------------
Ventas, Inc (NYSE:VTR) said it has reached agreement with its
primary tenant, Vencor, Inc., (OTC/BB:VCRIQ.OB) and the other
major constituencies in the Vencor reorganization, on the material
economic terms of the Amended Plan of reorganization of Vencor,
which was filed with the Delaware Bankruptcy Court on December 1.  
In determining whether to vote in favor of the Amended Plan,
Ventas will consider these terms, as well as the final
documentation of agreements to be executed upon consummation of
the Amended Plan, the terms of Vencor's exit financing,
distributions to be made to Vencor creditors, and other matters.

"We have consistently stated that we will support a consensual
plan of reorganization for Vencor that is reasonable and fair to
all participants; gives Vencor a sustainable capital structure and
sufficient cash flow to meet its reduced obligations; and allows
Ventas shareholders to benefit from Vencor's future
profitability," Ventas President and CEO Debra A. Cafaro said.
"This Amended Plan -- as compared to the preliminary plan of
reorganization filed by Vencor on September 29 -- represents
substantial improvement in the value that Ventas shareholders will
receive in the Vencor reorganization. This Amended Plan represents
significant progress towards the confirmation of a fully
consensual plan of reorganization for Vencor."

Highlights of the Amended Plan The key elements of the Amended
Plan are:

   -- Ventas will receive all cash rent beginning May 1, 2001
       through April 30, 2004. Previously the 3.5 percent annual
       rent escalator was split 2 percent cash and 1.5 percent
       non-cash. As previously stated, annual rents will be $180.7
       million in May 1, 2001 to April 30, 2002, $187 million in
       2002 to 2003 and $ 193.6 million in 2003 to 2004.

   -- After April 30, 2004, the 3.5 percent rent escalator would
       be comprised of 2 percent cash and 1.5 percent non-cash.
       Under Vencor's Amended Plan, the non-cash portion would
       accrue at the annual rate of Libor plus 450 basis points
       (compared to 6 percent in the previous version of the plan)
       until it is paid. If Vencor refinances or repays its new
       senior bank debt, the entire annual 3.5 percent escalator
       would thereafter be payable on an all-cash basis (and any
       accrued unpaid amount would then be due and payable).

   -- Between $30 million and $35 million in existing tax refund
       proceeds will be held in escrow and used to satisfy any
       potential tax liabilities related to periods before the
       Vencor/ Ventas spin-off transaction on May 1, 1998. When
       audits of the relevant tax periods have been concluded, any
       residual amount will be shared 50/50 by Ventas and Vencor.
       Interest will also be shared 50/50. This arrangement is a
       substantial improvement from the one contemplated in
       Vencor's original plan, under which Vencor would have
       retained sole benefit of the tax refunds.

Items from the September 29 preliminary plan that are
substantially unchanged
include:

   -- A proposed $130 million settlement of all civil claims and
       other billing disputes against Vencor and Ventas by the
       Department of Justice, acting on behalf of the Health Care
       Financing Administration and the Department of Health and
       Human Services' Office of the Inspector General ("DOJ").
       Ventas would agree to pay $104 million, of which $34
       million is payable on the Vencor Effective Date and the
       balance of $70 million is payable in quarterly installments
       over five years, bearing interest at 6 percent. Under the
       proposed settlement, Vencor would pay $26 million.

   -- Ventas will receive 9.99 percent of the common stock of
       reorganized Vencor.

   -- Ventas will have a unilateral right to reset the amount of
       rents due under the Vencor leases to a then "market" rental
       rate. This reset right will be exercisable by Ventas
       approximately five years after the Vencor Effective Date.

   -- Vencor will reaffirm and perform all existing agreements and
       indemnities arising out of the 1998 Vencor/Ventas spin-off
       transaction.

With the filing of the Amended Plan, it is expected that on
December 6 the Court will hold a hearing to approve the Vencor
disclosure materials. Ventas added that it is working with Vencor,
its creditors and the DOJ to resolve all matters prior to such
date. If approved, the disclosure materials will be mailed to
Vencor's creditors following the hearing, and Vencor will solicit
creditor approval for the Amended Plan.

There can be no assurance that Vencor will be successful in
obtaining the approval of its creditors for a restructuring plan,
that any such plan will be on terms acceptable to Ventas, Vencor
and its creditors, or that any restructuring plan will not have a
material adverse effect on Ventas. Nor can there be any assurance
that Vencor and Ventas will be able to reach a settlement with the
DOJ, or that any such settlement will be on terms acceptable to
Ventas, or that any settlement with DOJ will not have material
adverse effect on Ventas.

                    Ventas Credit Agreement

Under Ventas' Amended Credit Agreement, it is an event of default,
subject to defenses that may be available to the Company, if a
plan of reorganization for Vencor were not to become effective by
December 31, 2000. The Company is working closely with its lenders
under the Amended Credit Agreement to obtain a waiver or amendment
of this covenant, which requires the affirmative vote of more than
50 percent in principal amount of the debt. There can be no
assurance that Ventas will obtain such a waiver or amendment.

                          Dividend

Ventas has the option of declaring its dividends on an annual,
rather than quarterly, basis. At present, Ventas intends to pay
the minimum REIT dividend for 2000 in one annual payment. Ventas
expects that such payment will be made on or before January 31,
2001. Accordingly, at its December 1 meeting, the Ventas Board
deferred taking action on its fourth quarter 2000 dividend
consistent with its stated goal of building cash reserves during
the reorganization of Vencor.

Ventas is a real estate investment trust whose properties include
45 hospitals, 217 nursing centers and eight personal care
facilities operating in 36 states.


WHEELING-PITTSBURGH: Cash Management System Stays in Place
----------------------------------------------------------
The Debtors use a cash management system in the ordinary course of
their businesses that is designed to permit the efficient
collection, investment, and application of funds. The Debtors'
cash management system presently includes the use of separate
"lockbox" accounts. Customer payments are made directly to such
lockbox accounts. Prior to the Petition Date, the proceeds of
accounts receivable that were subject to the securitization
described above were netted each day against the proceeds from the
sale of additional accounts receivable; any balance was
automatically applied against the outstanding obligations under
the pre-petition Credit Agreement. Accounts that were used for he
payment of accounts payable, benefits obligations, payroll and
other obligations were funded, as needed, by borrowings under the
Credit Agreement.

Permitting the Debtors to maintain their existing bank accounts
and existing cash management system, or to make only such changes
as are appropriate in the ordinary course of business, will
prevent disruption of the Debtors' operations and will not
prejudice any party in interest. The Debtor advised Judge Bodoh it
would maintain complete and accurate records of all transfers of
funds in and out of the bank accounts. The Debtors' existing cash
management accounts function smoothly and permit the efficient
collection of cash for the benefit of the Debtors and all parties
in these cases. Any requirement that the Debtors open new accounts
would potentially result in confusion and delays and hinder the
efficient use of the Debtors' resources.

Maintaining the Debtors' existing accounts is also necessary to
comply with provisions in the DIP Credit Agreement approved by the
Court. Under that agreement the Debtors are required to continue
to use their pre-petition bank accounts, subject to their right to
open new accounts, and the Debtors are to make payments to the
Revolving Lenders from the existing accounts.

The Debtors also sought, and were granted, a waiver of any
requirement that they open new sets of books and records as of the
Petition Date. The Debtors argued through their counsel that
compliance with this requirement would create severe and
unnecessary administrative burdens. The Debtors have in place
sophisticated, computerized recordkeeping systems and will be
able to ensure that all pre-petition and post-petition
transactions are properly accounted for.

Finally, the Debtors sought an Order enjoining such banks from
freezing or otherwise impeding the Debtors' bank accounts;
provided, however, that such banks shall not honor any checks
issued on such bank accounts on a date prior to the commencement
of these Chapter 11 cases and presented for payment to the banks
after the Petition Date unless otherwise authorized to do so by
Order of the Court.

The banks and accounts affected by this Order are:

  Bank                   Name of account

PNC Bank                 Pension Disbursement Account
Wesbanco                 Salary Payroll Account
Wesbanco                 Wage Payroll-Ohio Valley Account
Wesbanco                 WPSC Workers' Compensation Disbursement
Wesbanco                 WPSC Insurance Clearing Account
Bank One (Wheeling)      WPSC Workers' Compensation Disbursement
PNC Bank                 Mon Valley SUB (Disbursement Account
Chase Manhattan Trust    PA Workers' Compensation Escrow Account
Bank One (Wheeling)      Ohio Valley SUB (Disbursement Account
Wesbanco                 Employee Buyout Account
Wesbanco                 Pension Disbursement Account
PNC Bank                 WPSC Workers' Compensation (Trans Gen.)
Citibank                 WPSC Lockbox Collection Account
Citibank                 WPSC Lockbox Non-Trade Account
Citibank                 WPSC Control Disbursement Account
Citibank                 Cash Collateral Account
Citibank                 Cash Collateral Account (Dec. 1995)
PNC Bank                 WPSC Working Fund Account
PNC Bank                 WPSC Commercial Account
PNC Bank                 WPSC Lockbox Account
Wesbanco                 WPSC Commercial Account
Mellon Bank              Ohio Valley SUB Trust Account
PNC Bank                 Mon Valley SUB Trust Account
PNC Bank                 Grantor Trust
Wesbanco                 WPSC Salaried Claims Settlement Trust
Wesbanco                 USWA-WPSC Welfare Benefits
Wesbanco                 USWA-WPSC Welfare Benefits '94 VEBA
Morgan Stanley & Co.     USWA-WPSC Welfare Benefits '94 VEBA
PNC Bank                 WPC/EPA Escrow Account
PNC Bank                 Mingo Oxygen Co. Disbursement Account
PNC Bank                 Pittsburgh Canfield Disbursement Acct.
PNC Bank                 W-P Coal Co. Workers' Compensation
PNC Bank                 W-P Coal Co. Commercial Account
PNC Bank                 Monessen Southwestern RR Co. Disbursement
                           Acct.

In summary, the Debtors sought and obtained an Order from Judge
Bodoh for the following:

   (a) A waiver of any requirement that the Debtors' pre-petition
bank accounts be closed and new post-petition bank accounts be
opened;

   (b) Authority to maintain and continue to use without change in
account style their existing bank accounts;

   (c) Approval to maintain and continue to use their existing
cash management system;

   (d) Approval to use, in their present form, existing checks and
other business forms related to their bank accounts; provided,
however, that the Debtors will add the debtor-in-possession
nomenclature to such checks;

   (e) Approval to use their existing books and records with
appropriate notations to reflect the filing of the Chapter 11
petitions;

   (f) Entry of an Order directing the banks at which the Debtors
have bank accounts to maintain and administer the Debtors' bank
accounts in accordance with the contracts entered into between the
Debtors and such banks prior to the commencement of these Chapter
11 cases, and otherwise in accordance with past practice, and
enjoining such banks from freezing or otherwise impeding the
Debtors' bank accounts; provided, however, that such banks shall
not honor any checks issued on such bank accounts on a date
prior to the commencement of these Chapter 11 cases and presented
for payment to the banks after the Petition Date unless otherwise
authorized to do so by Order of the Court. (Wheeling-Pittsburgh
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


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

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

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

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

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

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

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

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

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

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

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

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

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


                           *********

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

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

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

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


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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.

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