TCR_Public/001207.MBX         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, December 7, 2000, Vol. 4, No. 239

                           Headlines

CARELINK HEALTH: S&P Gives Bpi Financial Strength Rating to HMO
DAYTON MINING: Chilean Gold Mine Ceases Operations Permanently
DECORA INDUSTRIES: Files for Chapter 11 Relief in Delaware
DECORA INCORPORATED: Case Summary
DECORA INDUSTRIES: Case Summary & 12 Largest Unsecured Creditors

DORSEY TRAILERS: Trailer Manufacturer Files Chapter 11 in Alabama
FITZGERALDS GAMING: Majestic Investor to Purchase 3 Casinos
FITZGERALDS GAMING: Conference Call at 8:30 a.m. This Morning
FITZGERALDS GAMING: Noteholders Approve Prepack Chapter 11
GC COMPANIES: Harcourt will Pay $1.5MM on Florida Lease Rejection

GRAND UNION: Golub Corp. Takes Nine Stores from C&S Wholesale
GRAND UNION: Pathmark Inks Deal to Buy Six Stores from C&S
JCC HOLDING: American Stock Exchange Delisted Shares on Nov. 30
KAISER GROUP: Delaware Court Confirms Plan of Reorganization
LIFE SCIENCES: Ignition Interlock Services Files Chapter 11

LOEHMANN'S: Post-Emergence Financial Results Upbeat
LOEWS CINEPLEX: Moody's Cuts Debt Ratings & Outlook Stays Negative
MOTHERNATURE.COM: Shareholders Give Nod to Liquidation Plan
NUMERICAL MACHINING: Michigan Supplier Files for Chapter 11
OPTICAL SYSTEMS: Bid4Assets.com Auctions Off Remaining Assets

PATHMARK STORES: 3rd Quarter Results Show Positive Results
PETSEC ENERGY: Plan Declared Effective on December 1
PHILIPS INT'L: REIT Liquidation Returning Value to Shareholders
PICUS, INC: Seeks Court Approval to Sell ISP Business to Omega
PILLOWTEX: Announces 740 Layoffs in Salisbury and Kannapolis

PILLOWTEX: Gets Okay to Employ Ordinary Course Professionals
RBX CORPORATION: Involuntary Case Summary
RBX CORPORATION: What Does This Alleged Debtor Do for a Living?
SAFETY-KLEEN: Asks Court to Approve New Insurance Programs
SIGNAL APPAREL: ChaseMellon Halts Service as Transfer Agent

STONE & WEBSTER: $500,000 Claim Auction at Bid4Assets.com
SUMMACARE INC: S&P Assigns CCCpi Financial Strength Rating to HMO
TSR WIRELESS: Paging Firm Halts Operations Leaving 1,700 Jobless
UNIDIGITAL INC: Court Approves Continued Cash Collateral Pact
UNOVA INC: Moody's Lowers Long-Term Debt Rating & Review Continues

USURF AMERICA: Subsidiary Files Motion to Dismiss Bankruptcy Case
USX CORPORATION: Fitch Puts Ratings on Watch Evolving Status
VENCOR, INC: Obtains Fourth Extension of Removal Period
WHEELING-PITTSBURGH: More Time to File Schedules & Statements
WORTHINGTON INDUSTRIES: S&P Affirms BBB Ratings & Outlook Negative

                           *********

CARELINK HEALTH: S&P Gives Bpi Financial Strength Rating to HMO
---------------------------------------------------------------
Standard & Poor's has assigned its single-'Bpi' financial strength
rating to Carelink Health Plans Inc.

The rating reflects weak risk-based capitalization and a very weak
earnings profile, offset by good liquidity.

This HMO, headquartered in Charleston W.Va., and licensed and
operating in West Virginia, became a wholly owned subsidiary of
Coventry Health Care Inc., effective Oct. 1, 1999.

Major Rating Factors:

   -- The company's risk-based capitalization is considered weak,
       as indicated by a Standard & Poor's capital adequacy ratio
       of 56% at year-end 1999.

   -- Operating performance was weak, with a net loss of $9.6
       million in 1999 and of $13.4 million in 1998.

   -- Liquidity is good, with a Standard & Poor's liquidity ratio
       of 128.5%. Enrollment growth is extremely strong, averaging
       61.7% over the past three years.


DAYTON MINING: Chilean Gold Mine Ceases Operations Permanently
--------------------------------------------------------------
Dayton Mining Corporation (AMEX:DAY)(TSE:DAY.) announces that its
wholly owned subsidiary, Compania Minera Dayton Limitada, owner of
the Andacollo Gold Mine in central Chile, will begin permanently
shutting down the Mine and start the process of liquidation of
assets not related to the ongoing final leaching of stacked
material.

The mining, crushing and stacking operations were suspended at the
Mine on September 29, 2000 because of continuing low gold prices
and lower than expected production.

Leaching of residual gold out of the heaps at the Mine should
continue throughout 2001 with rinsing of the leach pad and
remaining plant reclamation to follow. CMD estimates production of
approximately 25,000 ounces of gold in 2001.

In conjunction with this decision, CMD will make application to
the relevant Courts for the implementation of a Creditors' Plan to
deal with all outstanding liabilities of the company. Under
Chilean law CMD will submit to the Court the Plan which outlines
its proposal for dealing with outstanding creditors and other
liabilities. The Court will then appoint a receiver to issue a
report on whether the Plan is supportable and will invite
participation from creditors. If supported by the Court and two-
thirds of the creditors representing more than 75% of CMD's
outstanding obligations, the Plan will be approved and creditors
will be paid under the terms of the Plan. If the Plan is not
approved, the Court would likely place CMD into bankruptcy.

CMD's trade payables and lease obligations as of November 30, 2000
were approximately $12.6 million. Dayton is an unsecured creditor
of CMD and is owed approximately $1.33 million.

Caterpillar Financing holds title to, and leases to CMD the open
pit mining equipment at the Mine. The outstanding balance due to
Caterpillar Financing of approximately $US 5.7 million is payable
over the next three years and is secured by the equipment itself
and a guarantee from Dayton. The current estimated market value of
this equipment is approximately equal to the outstanding amount
owed to Caterpillar Financing. CMD and Dayton will immediately
begin discussions with Caterpillar Financing to try to work out a
settlement plan. Dayton has the option to support the lease
payments while a purchaser for the equipment is found. The holder
of a 2% royalty on production of the Mine is owed approximately
$700,000. This royalty is secured against the mineral titles at
the Mine. The holder of the royalty has asserted that Dayton
guaranteed the payment of the royalty.

Bill Myckatyn, President and CEO of Dayton said: "During the third
quarter the combined impact of low production and gold price
resulted in CMD's payables falling behind schedule and while
preliminary agreements with a number of suppliers were reached on
alternate repayment terms it does not appear that CMD can meet
these terms. The Plan will determine the amount available for
distribution to creditors after covering operating costs,
reclamation needs, and considering any asset sales."

"CMD has a first class 18,000 tonne per day crushing and screening
plant, and a fleet of mining equipment that has been expertly
maintained by the vendor. There should be a market for this
equipment."

"It is hoped that CMD's creditors will work with it to ensure that
an orderly liquidation can occur and all reclamation activities
can be carried out."

Dayton also announces that Mr. Herman J. Wilton-Siegel has
resigned from the Board for personal reasons.


DECORA INDUSTRIES: Files for Chapter 11 Relief in Delaware
----------------------------------------------------------
Decora Industries Inc. (OTCBB:DECOE) announced today that it has
filed a petition for relief under Chapter 11 of the Bankruptcy
Code in the United States Bankruptcy Court in Delaware.

As revealed last month, Decora has missed an interest payment to
the holders of Decora's Senior Secured Notes. Decora has reached a
"lockup" agreement with an unofficial committee of noteholders
representing approximately 70% of the outstanding principal amount
of notes to exchange the Senior Secured Notes for substantially
all of the equity of a reorganized Decora. This "lockup" agreement
should enable the Company to consummate this exchange through an
expedited "pre-negotiated" bankruptcy. Decora also received a
commitment for financing from its existing lenders, CIT and
Ableco, LLC. Decora expects to emerge from Chapter 11 by March
31,2001 as a de-leveraged and more profitable company.

Decora's Chief Executive Officer, Ronald A. Artzer, stated, "We
believe that the pre-negotiated' bankruptcy filing is in the best
option available to us at this time. The streamlined process
should enable us to emerge in no more than four months. The plan
of reorganization we will file in court will provide for full
payment of vendor claims and court-approved post-bankruptcy
financing that will adequately sustain our operations for the
limited duration of the bankruptcy case. This will ensure a
smooth, uninterrupted flow of products to our valued customers. In
sum, we are embarking on a expedited restructure that provides
substantially decreased leverage in the upper part of our balance
sheet while preserving our ability to continue to provide our
consumers and trade customers with our high-quality branded
products."

Decora Industries, Inc. is a leading manufacturer and marketer of
self-adhesive consumer surface-covering products including the
prominent brands, Con-Tact(R) and d-c-fix(R). The Company also
manufactures specialty industrial products utilizing its
proprietary pressure-sensitive, self-adhesive release and
protective coating technologies, which include Decora's
proprietary Wearlon(R) release coating system.



DECORA INCORPORATED: Case Summary
---------------------------------
Debtor: Decora, Incorporated, a Delaware corporation
         1 Mill Street
         Fort Edward, NY 12828

Type of Business: Decora Industries, Inc. is a leading, worldwide
                   manufacturer and marketer of self-adhesive,
                   branded, consumer decorative products. Decora
                   Industries, Inc.. The main emphasis of Decora,
                   Inc. is development of its branded, self-
                   adhesive consumer decorative products and of
                   specialty industrial products, utilizing
                   proprietary adhesive systems and coating
                   technologies.

Chapter 11 Petition Date: December 5, 2000

Court: District of Delaware

Bankruptcy Case No.: 00-04660

Debtor's Counsel: Michael Nestor, Esq.
                   Young, Conaway, Stargatt & Taylor LLP
                   11th Floor - Rodney Square North
                   P.O. Box 391
                   Wilmington, Delaware 19801
                   (302) 571-6600

                        and

                   Robert a. Klyman, Esq.
                   Gregory O. Lunt, Esq.
                   Jonathan S. Shenson, Esq.
                   Latham & Watkins
                   633 West Fifth Street, Suite 4000
                   Los Angeles, California 90071-2007
                   (213) 485-1234
                   Fax (213) 891-8763

Total Assets: $ 123,289,000
Total Debts : $ 224,937,173


DECORA INDUSTRIES: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Decora Industries, Inc. a Delaware corporation
         1 Mill Street
         Fort Edward, NY 12828

Type of Business: Decora Industries, Inc. is a leading, worldwide
                   manufacturer and marketer of self-adhesive,
                   branded, consumer decorative products.  

Chapter 11 Petition Date: December 5, 2000

Court: District of Delaware

Bankruptcy Case No.: 00-04459

Debtor's Counsel: Michael Nestor, Esq.
                   Young, Conaway, Stargatt & Taylor LLP
                   11th Floor - Rodney Square North
                   P.O. Box 391
                   Wilmington, Delaware 19801
                   (302) 571-6600

                        and

                   Robert a. Klyman, Esq.
                   Gregory O. Lunt, Esq.
                   Jonathan S. Shenson, Esq.
                   Latham & Watkins
                   633 West Fifth Street, Suite 4000
                   Los Angeles, California 90071-2007
                   (213) 485-1234
                   Fax:(213) 891-8763

Total Assets: $ 105,710,204
Total Debts : $ 120,149,512

12 Largest Unsecured Creditors

U.S. Trust Company
Cynthia Chaney
114 West 47th Street
New York, NY 10036
(212) 852-1000                   Indentured Trustee
Fax:(212) 852-1632                for Bond Debt      $ 112,750,000

Zapata Corporation
Avi Glaser
100 Meridian Centre
Rochester, NY 14618
(716) 242-2000
Fax:(716) 242-8677               Bond Debt            $ 55,865,000

Lehman Brothers
Jim Seery
3 World Financial Center
New York, NY 10285
(212) 526-7000
Fax:(212) 526-3738               Bond Debt            $ 28,000,000

Angelo Gordon & Company
245 Park Avenue, 26th Fl
New York, NY 10167
(212) 692-2000
Fax:(212) 867-1567               Bond Debt            $ 12,000,000

Decora Industries
Deutschland, GmBH
Robert Hanlon
1 Mill Street
Fort Edward, NY 12828
(518) 747-0681                   Bond Debt             $ 4,500,000

Legg, Mason Wood Walker, Inc
Marie Karpinski
Legg Mason High Yield
100 Light Street, 29th Fl
Baltimore, MD 21202
(410) 539-0000                   Bond Debt             $ 2,500,000

Western Asset Management Co.
Ilene S. Harker
117 E. Colorado Blvd., #600
Pasadena, CA 92105
(626) 844-9400
Fax:(626) 844-9450               Bond Debt               $ 500,000

Cumberland Associates
Diane Reuther
1114 Avenue of The Americas
38th Floor
New York, NY 10036
(212) 575-0900
Fax:(212) 575-2007               Bond Debt               $ 500,000

Glenn J. Krevlin                 Bond Debt               $ 200,000

James L. Lewis and Mary
T. Lewis                        Bond Debt                $ 30,000

Ivan L. Nedds                    Bond Debt                $ 30,000

Thomas E. Weinstock IRA          Bond Debt                $ 20,000



DORSEY TRAILERS: Trailer Manufacturer Files Chapter 11 in Alabama
-----------------------------------------------------------------
Dorsey Trailers, Inc. (OTC Bulletin Board: DSYT) announces it has
filed for bankruptcy. Mr. John L. Pugh, Chief Executive Officer
for Dorsey, issued this statement, "Dorsey Trailers has filed a
voluntary petition for a Chapter 11 bankruptcy in the Middle
District of Alabama. We have been unsuccessful in negotiating a
line of credit with our lender in order to continue operations. We
have filed in the State of Alabama because the majority of the
Company's assets and employees are in Alabama. Under the
protection of the bankruptcy court we hope to be able to attract
interested parties to continue manufacturing Dorsey's well known
product line."

Dorsey Trailers designs and manufactures a broad range of
customized truck trailers. The company produces dry-freight
trailers, refrigerated trailers, flatbed trailers, package-carrier
trailers, refrigerated vans, dump trailers, and used trailers.
Dry-freight trailers represent about half of company sales. The
company sells to dealers (62% of sales) and directly to large
customers such as Coca-Cola Bottling, J.B. Hunt Transport, Penske
Truck Leasing, and UPS. Dorsey Trailers operates plants in
Alabama, Georgia, and South Carolina, and has authorized dealers
in 36 states and four Canadian provinces. Chairman Marilyn Marks
owns about 28% of the company.


FITZGERALDS GAMING: Majestic Investor to Purchase 3 Casinos
-----------------------------------------------------------
Majestic Star Casino announced that its affiliate Majestic
Investor, LLC. entered into a definitive purchase agreement with
Fitzgeralds Gaming Corporation to purchase three of Fitzgeralds
casinos. Majestic plans to purchase Fitzgeralds casinos in Las
Vegas; Tunica, Miss.; and Black Hawk, Colo., for $149 million in
cash plus assumption of certain liabilities.
Majestic Star Casino commenced operations in 1996 and is wholly
owned by Don H. Barden. Majestic currently operates a casino
riverboat on Lake Michigan in Gary, Ind., and is one of only a
handful of privately held casino companies in the United States.
Majestic is the only casino company in the world wholly owned by
an African American.

"With the addition of these three casinos, Majestic will operate
in three of the top five gaming markets in the country," said
Barden. "The Fitzgeralds purchase is the first step in our plan to
grow Majestic Star beyond our home in Indiana. I want to thank my
team at Majestic Star Casino for bringing this project to fruition
and making this exciting opportunity a reality. I look forward to
working with the many fine employees at these three great
Fitzgeralds properties. Together we're going to build a highly
competitive national casino brand with 4,300 slots, 120 table
games, 1,145 hotel rooms, and 3,800 employees."

Fitzgeralds, Las Vegas Casino-Hotel anchors one end of the world
famous downtown Fremont Street Experience and includes 1,050 slot
machines, 25 table games, a sportsbook, keno lounge, 638-room
hotel, five restaurants and 978 employees.

Fitzgeralds Tunica Casino-Hotel is located on a 121-acre site
approximately 30 miles south of Memphis, Tenn. The facility
features a 507- room hotel, 405-space covered parking garage,
1,215 slots, 34 table games, four restaurants, two bars, a special
events center and 1,152 employees.

Fitzgeralds Black Hawk Casino is located approximately 45 minutes
west of Denver and features 586 slots, six tables, a restaurant,
lounge, entertainment area and a 400-space valet parking garage.
The property employs 365 team members.

"Majestic will be making their first entry into the Nevada,
Colorado and Mississippi gaming markets," said Phil Griffith,
Fitzgeralds Chairman and majority shareholder. "We wanted to be
certain that a potential buyer would continue the legacy we've
built during the last 16 years including the recognition of the
value of the thousands of team members presently employed by our
company. They have recognized the excellent potential Fitzgeralds
provides and I am certain they will continue the positive momentum
we have achieved during the last several years."

The sales, which are contingent on, among other things, Bankruptcy
Court approval, licensing and financing, are consistent with the
reorganization that Fitzgeralds Gaming Corporation has negotiated
with a committee representing its noteholders. To facilitate this
transaction, Fitzgeralds Gaming Corporation and its subsidiaries
will today voluntarily file for Chapter 11 Bankruptcy in U.S.
District Court in Nevada.

The Majestic Star Casino, LLC was founded in December 1993 as an
Indiana limited liability company, to develop a riverboat casino
in the City of Gary as its sole operation. The Company's
operations began on June 7, 1996. The Company through October 19,
1997 conducted its operations onboard a Chartered Vessel. On
October 27, 1997 the Company placed into service the $50.1 million
Permanent Vessel which contains approximately 43,000 square feet
of gaming on three expansive levels with approximately 1,447 slot
machines and 54 table games.


FITZGERALDS GAMING: Conference Call at 8:30 a.m. This Morning
-------------------------------------------------------------
A conference call to discuss details about the transaction under
which Majestic Star Casino affiliate Majestic Investor, LLC, will
purchase three casinos from Fitzgeralds Gaming Corporation for
$149 million in cash plus assumption of certain liabilities is
scheduled for Thursday, December 7, 2000 at 8:30 a.m. (Eastern
Time).  The dial in number is 1-888-886-7046 and the moderator is
Mike Kelly.  A replay number will also be available, 1-800-405-
2236, code #794806.


FITZGERALDS GAMING: Noteholders Approve Prepack Chapter 11
----------------------------------------------------------
Fitzgeralds Gaming Corporation announced that it has reached an
agreement to sell the Fitzgeralds Casino properties in Las Vegas,
Nevada; Black Hawk, Colorado; and Tunica, Mississippi; to an
affiliate of the Majestic Star Casino of Indiana. Majestic Star
Casino is wholly-owned by Don H. Barden. The purchase price will
be $149 million in cash plus assumption of certain liabilities.
The Company will also place its Fitzgeralds Casino, Reno on the
market.

"We have continued to improve the performance of our properties,"
said Phil Griffith, Chairman and majority shareholder. "We
recently announced a record third quarter and year-to-date
Adjusted EBITDA (earnings before interest, tax, depreciation and
amortization, excluding restructuring expenses) of $9,574,000 and
$26,572,000, respectively, which represent increases over the
previous reporting periods of 24.0% and 12.4%, respectively."

Griffith added, "Fitzgeralds has been an important part of my life
since founding the Company in 1984 along with senior executives
Paul Manske, Max Page and Mike McPherson. We wanted to be certain
that a potential buyer would continue the legacy we've built
during the last 16 years including the recognition of the value of
the thousands of team members presently employed by our Company.
Majestic Star will be making their first entry into the Nevada,
Colorado and Mississippi gaming markets. They have recognized the
excellent potential Fitzgeralds provides and I am certain they
will continue the positive momentum we have achieved during the
last several years. The Majestic Star plans to maintain the
Fitzgeralds brand name and, with the exception of the four senior
executives, intends to retain existing employees with all
seniority and benefits intact."

"The senior executives have worked together for many years in
virtually all aspects of the gaming industry," Griffith continued.
"Along with our current Nevada, Colorado and Mississippi
interests, we developed and managed one of the first and most
successful riverboat casinos in the country, the Empress Casino in
Joliet, Illinois, opened the first Indian casino in New York,
Turning Stone Casino, for the Oneida Indian Nation and opened and
managed the Cliff Castle Casino in Arizona for the Yavapai Apache
Tribe. In addition, our Company previously owned Harolds Club and
Nevada Club in Reno, which we sold to Harrahs in 1999. We are now
excited about focusing on our various other ventures as well as
looking for new opportunities."

The sales, which are contingent on, among other things, Bankruptcy
Court approval, licensing and financing, and are consistent with
the reorganization that the Company has negotiated with a
committee representing its noteholders. In that regard, the
Company, together with its subsidiaries, each commenced cases
under Chapter 11 of the Bankruptcy Code in the United States
Bankruptcy Court for the Northern District of Nevada. The
bankruptcy cases were commenced with the approval of the holders
of a majority in interest of the Company's 12.25% Senior Secured
Notes under the terms of an Agreement Regarding Pre-Negotiated
Restructuring. Additional details concerning these matters are
contained in the Company's current report on Form 8-K to be filed
with the Securities and Exchange Commission and in documents filed
and to be filed with the Bankruptcy Court.

The Company is a diversified multi-jurisdictional gaming holding
Company that owns and operates four Fitzgeralds-brand casino-
hotels, located in downtown Las Vegas, Nevada, Reno, Nevada,
Tunica, Mississippi and Black Hawk, Colorado.


GC COMPANIES: Harcourt will Pay $1.5MM on Florida Lease Rejection
-----------------------------------------------------------------
Equity One, Inc. (NYSE:EQY) announced that it had finalized the
termination of the 35,712 square foot General Cinema lease at the
Lake Mary Shopping Center in Orlando, Florida in connection with
General Cinema's bankruptcy proceedings.  As a result of the
termination, Equity One will receive $1.53 million of termination
fees and related payments to be paid by Harcourt General, Inc.

The lease termination will reduce Equity One's annual revenues by
approximately $770,000 representing approximately 2.3% of Equity
One's total revenues on an annualized basis. Equity One is in
preliminary discussions with various theater operators to secure a
suitable tenant for this space, which is fully equipped as an
eight-screen multiplex.

Chaim Katzman, Equity One's Chairman and Chief Executive Officer
stated, "We are pleased to have been able to expediently conclude
our negotiations with General Cinema so that we can quickly seek a
suitable new tenant for this space.

While a new tenant has not yet been identified, we are confident
we will be able to secure a suitable operator for this space,
which is located at one of our most successful shopping centers."

Equity One, Inc. is a self-administered, self-managed real estate
investment trust that acquires, renovates, develops and manages
community and neighborhood shopping centers, principally anchored
by national and regional supermarket chains. The Company's
portfolio of 30 owned and 11 managed properties, primarily
located in metropolitan areas of Florida, includes 29 grocery-
anchored shopping centers, 5 drugstore-anchored shopping centers,
2 other shopping centers and 5 mixed-use, office and retail
properties.


GRAND UNION: Golub Corp. Takes Nine Stores from C&S Wholesale
-------------------------------------------------------------
Price Chopper operator, Golub Corporation announces its agreement
with C&S Wholesale Grocers Inc. to purchase nine Grand Union
stores in Vermont and New York, as reported by The Associated
Press. Two stores are in Vermont, Manchester and Springfield;
while in New York, Grand Union stores are in Loudonville, Malta,
Ballston Spa, Bolton Landing, Chatham, Guilderland and Warrenburg.
"It is imperative in this competitive marketplace to seize
opportunities that come about and to continue to promote the
growth of the company," according to Neil Golub, president and
chief executive officer of Golub.


GRAND UNION: Pathmark Inks Deal to Buy Six Stores from C&S
----------------------------------------------------------
Pathmark Stores, Inc. (Nasdaq: PTMK) announced the signing of a
Letter of Intent to acquire six Grand Union supermarkets from C&S
Wholesale Grocers, Inc., which, in turn, is buying the stores from
the Grand Union Company, subject to Bankruptcy Court approval.
Pathmark's acquisition of these stores is subject to the signing
of a definitive agreement with C&S, C&S' consummation of its
purchase from Grand Union and various governmental approvals. The
six stores are all located in New York and New Jersey. These six
stores average 40,000 square feet in space and generated annual
sales of approximately $120 million. Expected closing of
Pathmark's transaction with C&S is the first quarter of fiscal
2001.


JCC HOLDING: American Stock Exchange Delisted Shares on Nov. 30
--------------------------------------------------------------
According to a recent filing with the Securities and Exchange
Commission, shares in JCC Holding Co. were delisted from the
American Stock Exchange on Nov. 30, as reported by Dow Jones.  A
prior release stated, knowing it no longer meets the necessary
requirements to maintain its stock listed on the exchange, JCC
wouldn't object on the delisting.

As added by Dow Jones, New Orleans- Based JCC Holding is a holding
company for Jazz Casino Co., which holds a lease with New Orleans
and a contract with Louisiana to manage Harrah's New Orleans, a
Canal Street casino.


KAISER GROUP: Delaware Court Confirms Plan of Reorganization
------------------------------------------------------------
Kaiser Group International, Inc. (OTC Bulletin Board: KSRG)
announced that the United States Bankruptcy Court for the District
of Delaware overruled all remaining objections to the Amended Plan
of Reorganization of the Company and 38 of its debtor
subsidiaries. The Court also signed an Order confirming the Plan
of Reorganization. The Company expects the Plan of Reorganization
to become effective in approximately 10 days. The Company plans to
file next week with the Securities and Exchange Commission a
current report on Form 8-K summarizing the terms of the Plan of
Reorganization and the means by which it will be implemented.


LIFE SCIENCES: Ignition Interlock Services Files Chapter 11
-----------------------------------------------------------
The Washington Post reports that Life Sciences Corporation filed
for Chapter 11 bankruptcy last week in Greenbelt, Md., listing
$4.9 million of assets and liabilities.  The company installs,
maintains, monitors and reports on ignition interlock services for
courts and private use. The interlock device determines if the
driver is under influence of alcohol. The executives requested for
company's protection from creditors while they were trying to put
their means in order. The largest creditor listed is LifeSafer
Interlock in Ohio, owed $1.7 million.

Chief executive Darrell Longest, a former deputy state's attorney
in Montgomery County, founded Life Sciences in 1992.


LOEHMANN'S: Post-Emergence Financial Results Upbeat
---------------------------------------------------
Loehmann's Holdings, Inc. announced financial results for the
third quarter and nine months ended October 28, 2000.

Third Quarter Highlights

   - Comparable store sales increased 4.9%
   - Gross Margin was 37.7%, an increase of 210 basis points
   - EBITDA increased over 50% to $9.8 million

Nine Month Highlights

   - Comparable store sales increased 2.0%
   - Gross Margin was 34.9%, an increase of 370 basis points
   - EBITDA increased to $15.8 million from $3.1 million

For the third quarter of 2000, comparable store sales increased
4.9% from the same period in the prior year. Net sales from 44
stores for the quarter were $90.7 million compared to net sales
from 55 stores of $94.0 million in the third quarter of 1999.
Gross margin, as a percent of sales, increased to 37.7% versus
35.6% in the prior year.

For the three-month period, earnings before interest, taxes,
depreciation, and amortization (EBITDA) increased 51.0% to $9.8
million from $6.5 million in the prior year period, representing
10.8% and 6.9% of sales, respectively. Income before
reorganization items, fresh start adjustments, income taxes and
extraordinary gain was $7.0 million compared to $3.2 million for
same period last year. Net income for the three-month period,
which includes a gain on discharge of debt in the bankruptcy of
$66.1 million, was $41.6 million compared to $6.1 million for the
same period last year. On October 10, 2000 the Company formally
emerged from Chapter 11 bankruptcy protection and formed a new
holding company, Loehmann's Holdings, Inc. In relation to this,
reorganization and fresh start expenses for the third quarter were
$31.5 million.

For the nine months ended October 28, 2000, comparable store sales
increased 2.0% from the same period in the prior year. Net sales
for the nine-month period were $258.3 million compared to $292.1
million in the same period last year. This decrease was due to the
closing of 25 stores. Gross margin, as a percent of sales,
increased to 34.9% versus 31.2% in the prior year. Last year's
gross margin includes a charge of $6.1 million for the liquidation
of inventory at stores closed as part of the Company's
reorganization.

For the nine-month period, earnings before interest, taxes,
depreciation, and amortization (EBITDA) increased to $15.8 million
from $3.1 million in the prior year period, including the $6.1
million charge from last year, and representing 6.1% and 1.1% of
sales, respectively. Income before reorganization items, fresh
start adjustments, income taxes and extraordinary gain was $7.1
million compared to a loss of $11.4 million for same period last
year. Net income for the nine-month period, which included a gain
on discharge of debt in the bankruptcy of $66.1 million, was $31.0
million compared to a loss in the same period last year of $29.7
million. Reorganization and fresh start expenses for the nine
months ended October 28, 2000 were $42.0 million.

Robert N. Friedman, Loehmann's Chairman and Chief Executive
Officer, commented, "We are very pleased with our third quarter
results as we experienced substantial improvement on a number of
fronts. Of particular note, our comparable sales increased 4.9%,
gross margin improved 210 basis points to 37.7%, and EBITDA
increased over 50%. This solid performance clearly indicates that
the various initiatives we implemented during the bankruptcy
period are realizing tangible results.

Specifically, we closed a number of stores and this not only
resulted in significant cost savings, but is also enabling us to
concentrate on a smaller and more productive store base. Also, we
have reinvigorated our Back Room by focusing primarily on the off-
price Designer and Bridge apparel categories. Essentially, we have
adjusted our fashion focus and are offering higher-end products,
returning to the Loehmann's philosophy to provide premium labels
and great values. As a result, many of our core customers have
returned."

Mr. Friedman continued, "While the past year has been extremely
challenging, we believe we have taken the appropriate steps to
improve and strengthen the Company and have re- established a
strong foundation on which to build. Looking ahead, while we are
cautiously optimistic about our performance, especially in light
of a relatively soft retail environment, we believe Loehmann's is
positioned to be stronger and more competitive. We are very
pleased with the direction our business is taking and we are
excited about the future of the Company."

The Company also announced that in a move to improve operating
efficiencies, the warehouse and distribution functions located at
the corporate headquarters building in the Bronx, New York will be
consolidated to an existing facility in Rutherford, New Jersey. In
order to assist the 120 employees affected by this action, the
Company is taking extensive measures including payment of 60 days
salary plus benefits, severance packages based on length of
service, and comprehensive outplacement services. Importantly,
this represents the Company's final step in the reorganization
process.

Mr. Friedman concluded, "We are extremely appreciative of the
dedication our distribution center employees have shown and we
hope that the measures we are taking will assist them during this
time."

Loehmann's Holdings, Inc. owns 100% of Loehmann's, Inc, which is a
leading specialty retailer of well known designer and brand name
women's fashion apparel, accessories and shoes at prices that are
typically 30% to 65% below department store prices. Loehmann's
operates 44 stores in major metropolitan markets located in 17
states.


LOEWS CINEPLEX: Moody's Cuts Debt Ratings & Outlook Stays Negative
------------------------------------------------------------------
Moody's Investors Service lowered the debt ratings of Loews
Cineplex Entertainment Corporation (Loews), bringing the former
Caa2 rating for $300 million of the company's subordinated notes
to Ca and the B2 rating for $750 million of senior secured bank
debt to Caa1. The company's senior implied and senior unsecured
issuer ratings were also lowered to Caa2 and Caa3, respectively.
The rating outlook continues to be negative.

The downgrades incorporate further decay in the company's
operating performance, and generally reflect greater risk of
default and higher loss severity for the company's creditors than
that which was anticipated last summer. Moody's specifically notes
the company's very tight liquidity position, and the growing
possibility that bondholder interest payments coming due in
February 2001 will not be made, notwithstanding some further
anticipated relief that may be forthcoming from the company's bank
group that would allow it to borrow up to the full amount of the
credit facility and effectively carry the company through the
higher performing box office holiday season. Moreover, it is no
longer apparent to Moody's that some event in the future, any one
of which had been deemed to be a reasonable possibility of
occuring in the past, will be sufficient to facilitate a return to
fiscal health, yet alone occur, short of a full-fledged
restructuring.

Moody's continues to believe that Loews will ultimately be a
survivor in the theatrical exhibition industry, but emphasizes the
growing need and added sense of urgency for a large-scale
restructuring and/or potential bankruptcy filing(s) to ensure the
chain's viability. The badly underperforming Canadian assets, and
those of Cineplex Odeon more broadly, need to be addressed and, in
all likelihood, closed for the most part. The revised ratings
incorporate this expected outcome, along with the likely
conversion of most (if not all) of the company's subordinated debt
obligations in exchange for most of the equity of the restructured
company. The reduced bank loan rating also suggests greater
expected credit loss, including the possibility of some loss of
principal of up to 10% of face value for these senior secured
obligations.

The negative outlook further incorporates Moody's expectation that
the competitive market for Loews will remain difficult over the
near-term, particularly for the company's still fairly large
number of older theaters that are already underperforming and
which, when combined with the reasonable expectation of some
further performance deterioration due to heightened competition
and other market factors, may erode the incremental cash flows
being generated by the company's relatively newer theaters that
have recently come on-line. Additionally, Moody's again reiterates
its belief that large asset write-offs are warranted, and that
liquidity constraints and few strategic options will remain until
a recapitalization can be effected.

Loews Cineplex Entertainment is one of North America's largest
theater exhibitors, with approximately 2,960 screens in 376
theaters located principally in urban markets throughout the
United States and Canada, as well as some international ventures.
The company maintains its headquarters in New York, New York.


MOTHERNATURE.COM: Shareholders Give Nod to Liquidation Plan
-----------------------------------------------------------
MotherNature.com, Inc. (Nasdaq: MTHR) announced that shareholders
have approved the Plan of Complete Liquidation and Dissolution.
Previously, on November 7, 2000, the Board of Directors
unanimously voted to discontinue the operations of
MotherNature.com and liquidate and dissolve the Company. The
Company is proceeding with the sale of all of its assets, and
thereafter intends to make an initial distribution of liquidation
proceeds to the shareholders. The Company also intends to file a
Certificate of Dissolution and thereafter, the Company's stock
books will be closed, and no further transfer of shares will be
permitted.

MotherNature.com, Inc. is an online retailer of vitamins,
supplements, minerals, and other natural and healthy living
products. The Company is also a provider of health information on
the Internet. The Company maintains its corporate office in
Concord, MA, a distribution center in Springfield, MA, and a
customer support center in Acton, MA.


NUMERICAL MACHINING: Michigan Supplier Files for Chapter 11
-----------------------------------------------------------
Tier-two auto supplier Numerical Machining Co., located in Auburn
Hills, Michigan, sought bankruptcy protection under Chapter 11 of
the U.S. Bankruptcy Code, Crain's Detroit Business reports. Having
an annual revenue of $6.5 million, the Chapter 11 filing on Oct.
30 listed assets of $2.1 million and debts of $2.6 million.  Due
to equipment prices offered by manufacturers and tier-one
suppliers to tier-two suppliers, the company is suffering
financially.

Stephen Gross, Esq., of Lindahl, Gross, Lievois & Hawley,
represents Numerical Machining in its chapter 11 case.

Plans to layoff 100 workers have already been announced.  
Numerical Machining plans to shut down its machining division and
auction it off next month, file its reorganization plan in January
and be out of bankruptcy by March, Mr. Gross told Crain's.  

Founded in 1974 by Lewis Beattie and his sons, Darrin and Richard,
Numerical Machining cuts and forges metals used for powertrain
components for original-equipment manufacturers and tier-one auto
suppliers such as MascoTech Corp. (NYSE: MSX), American Axle &
Manufacturing Holdings Inc. (NYSE: AXL) and Detroit Diesel Corp.
(NYSE: DDC).


OPTICAL SYSTEMS: Bid4Assets.com Auctions Off Remaining Assets
-------------------------------------------------------------
Bid4Assets is auctioning the remaining assets of Optical Systems,
Inc.  The New Jersey-based information technology company recently
filed for Chapter 7 liquidation in the U.S. Bankruptcy Court for
the District of New Jersey.  The assets available for auction
include the copyright for SafeCD, a computer software program that
facilitates data archiving from computer tape to CD-ROM.  The
copyright and its accompanying software and hardware are being
auctioned, along with computer equipment and office furniture. The
auction will run from December 6 through 12 at www.bid4assets.com.

"This is an ideal opportunity for technology professionals who
want to own the rights and supporting infrastructure to a system
that will collect and store data in a modern format," said
Bid4Assets CEO Tom Kohn. "By combining features from the Old and
New Economy -- both offline and online solutions -- Bid4Assets
provides solutions for both buyers and sellers of high-value
assets from distressed situations."


PATHMARK STORES: 3rd Quarter Results Show Positive Results
----------------------------------------------------------
Pathmark Stores, Inc. (Nasdaq: PTMK) reported results(1) for its
third quarter and 39 weeks ended October 28, 2000.

Sales for the third quarter of fiscal 2000 increased 1.3% to
$937.1 million compared to $924.8 million in the prior year. For
the nine-month period, sales were $2,785.9 million, up 1.6%
compared to $2,742.0 million in the prior year.

Same store sales decreased 0.5% in the third quarter and were flat
for the nine-month period.

Operating cash flow (FIFO EBITDA) for the third quarter of fiscal
2000 was $ 42.0 million compared to $47.8 million in the prior
year and for the nine-month period was $135.0 million compared to
$150.9 million in the prior year.

Operating cash flow for the third quarter and nine-month period of
fiscal 2000 excludes expenses of $9.2 million and $19.1 million,
respectively, related to Pathmark's financial reorganization plan.
Net loss before extraordinary items was $40.5 million in the third
quarter of fiscal 2000 compared to a net loss of $13.9 million in
the prior year. For the nine-month period, net loss before
extraordinary items was $85.3 million compared to a net loss of
$29.4 million in the prior year. The net loss for the third
quarter and nine-month period of fiscal 2000 includes a non-cash
charge of $32.1 million for the amortization of excess
reorganization value related to Fresh-Start Reporting.
Extraordinary items of $331.9 million in fiscal 2000 are comprised
primarily of cancellation of debt income in connection with the
plan of reorganization.

During the first three quarters of 2000, Pathmark invested
approximately $49 million in capital expenditures, including
capital leases. The Company opened four new stores, including one
replacement store and renovated nine stores. For the entire 2000
fiscal year, the Company expects to spend approximately $70
million while opening four new stores and completing 21
renovations.

Jim Donald, Chairman, President and Chief Executive Officer of
Pathmark, said, "On September 19, 2000, about halfway into our
recently completed third quarter, we emerged from our
reorganization. It is a tribute to our 28,000 Pathmark associates
that we were able to emerge so rapidly as a healthy public
company. As we look forward to 2001 and beyond, I see a Pathmark
company with the resources, management and motivation to capture
the significant opportunities available to us."


PETSEC ENERGY: Plan Declared Effective on December 1
----------------------------------------------------
Petsec Energy Inc., subsidiary of Australia-based Petsec Energy
Ltd., announces its expected emergence from bankruptcy after a
bankruptcy court confirmed its plan, Reuters reports. The parent
firm recently stated that the plan became effective on December 1.
According to the plan, Petsec will pay US$3 million to retain five
exploration leases with its database, computer systems and office
equipment.

Acquiring problems that resulted in defaults on interest payments
to banks, Petsec filed for Chapter 11 in the United States
Bankruptcy Court for the Western District of Louisiana, Opelousas
Division on April 13, 2000.


PHILIPS INT'L: REIT Liquidation Returning Value to Shareholders
---------------------------------------------------------------
Philips International Realty Corp. (NYSE-PHR), a real estate
investment trust, announced that the Company has completed the
distribution of its interest in four shopping center properties in
Hialeah, Florida and the sale of its interest in one redevelopment
site for a total value of approximately $124 million to certain
limited partners in the Operating Partnership including Philip
Pilevsky, the Company's Chairman and CEO, in redemption of their
entire interest in the Operating Partnership.

The sale of an additional redevelopment site to the Unit Holders
for approximately $7 million is expected to close by year end.
Also, the Company completed the transfer of its interest in eight
properties to Kimco Income REIT for approximately $137 million.

Pursuant to the plan of liquidation, the Company's Board of
Directors declared the initial liquidating distribution of $13.00
per share which will be payable on December 22, 2000. The record
date is December 15, 2000. However, shareholders must continue to
own their shares up to and including December 22, 2000 in order to
be entitled to the liquidating distribution of $13.00 per share.
Effective December 13, 2000, the Company's shares will be traded
on the New York Stock Exchange with due bills which will entitle
the owner of the stock to receipt of the distribution. The
Company's stock will be traded ex-dividend after the payment date
of December 22, 2000.

On October 10, 2000, the stockholders approved the plan of
liquidation, which is estimated to generate approximately $18.25
in the aggregate in cash for each share of common stock in two or
more liquidating distributions. The Company's seven remaining
assets are currently being offered for sale.


PICUS, INC: Seeks Court Approval to Sell ISP Business to Omega
--------------------------------------------------------------
Picus, Inc., which filed for Chapter 11 on Nov. 7, seeks court
approval for a sale of its Internet Service Provider business to a
firm in Connecticut for $1.55 million, the Virginian-Pilot
reports.  Omega Communications, an affiliate of Omega Solutions
Inc. that sold the ISP business to Picus, was formed to purposely
buy Picus' 14,500-customer Internet business.  According to a
motion filed with the Court and reviewed by the Virginian-Pilot,
Picus expects closing of the sale to occur between Dec. 15 until
Dec. 28.  Omega will pay $625,000 at the closing date, $100,111 on
account of various equipment leases, and $824,889 two years after
the closing date.  The proposal further adds, if Omega pays the
whole amount within 60 days, Omega will get $200,000 in discount.


PILLOWTEX: Announces 740 Layoffs in Salisbury and Kannapolis
------------------------------------------------------------
Pillowtex Inc., home products manufacturer, laid off 740 workers
at its Fieldcrest Cannon plants in Salisbury, North Carolina, and
Kannapolis until Jan. 3, while it filters excess inventory, The
Associated Press reports.  Pillowtex Vice President of Human
Resources, Don Mallo says that the closing was not part of the
bankruptcy petition, "This probably would have been just a blip on
the radar screen last year."  Aside for the workers at the three
mills getting a week's pay this month, they will also get another
two weeks' pay when they return in January.

Filing under chapter 11 of the U.S. Bankruptcy Code on Nov. 14,
Pillowtex designs, manufactures and markets home textile products,
including utility and fashion bedding products, complementary
bedroom textile products and bathroom and kitchen textile
products.


PILLOWTEX: Gets Okay to Employ Ordinary Course Professionals
------------------------------------------------------------
Judge Sue L. Robinson granted authority for Pillowtex Corporation
and its debtor-affiliates to employ and compensate certain
professionals in the ordinary course of their businesses. The
Debtors' employees, in the day-to-day performance of their duties,
regularly call upon certain professionals, including actuaries,
attorneys, information technology consultants, tax consultants,
and other professionals to assist them in carrying out their
assigned responsibilities. Because of the magnitude and breadth of
the Debtors' businesses and the geographic diversity of the
professionals regularly retained by the Debtors, it would be
costly, time-consuming and administratively cumbersome for the
Debtors and this Court to require each ordinary-course
professional to apply separately for approval of employment and
compensation. The Debtors also asserted that uninterrupted service
of these professionals is vital to the Debtors' continuing
operations and their ability to reorganize.

The Debtors have claimed that, with the exceptions listed below,
none of the ordinary-course professionals would have monthly fees
of more than $25,000 during the pendency of the Chapter 11 cases.
If over any consecutive four-month period these fees did exceed
such an amount, the Debtors will present a formal application for
retention of such professional.

The two exceptions to this compensation bright line are Frontline
Consulting Services, Aon Risk Services, Occupational Fitness, and
Environmental Resources Management, each of which may have monthly
fees in excess of $25,000. However, since these entities provide
services related to the Debtors' ongoing business operations,
rather than administration of the bankruptcy estates, the Debtors
do not believe these entities are "professionals" within the
meaning of the Bankruptcy Code.

Frontline is an information technology consultation company that
provides vital technology support for the Debtors' Manufacturing
Execution System, a goods-in-process tracking and production
scheduling system. Fees for this entity are approximately $70,000
per month. Zon is an insurance consultation company that provides
the Debtors with (i) insurance brokerage services, (ii) advice
concerning insurance coverage issues, and (iii) advice and
negotiation services with respect to insurance renewal. Aon
also maintains risk and loss data for the Debtors. Its fees are
approximately $40,000 per month. OF performs testing on the
Debtors' employees, including pulmonary monitoring and audiograms,
as necessary to ensure compliance with regulations of the
Occupational Safety and Health Administration. OF's fees are
approximately $35,000 per month. ERM is an environmental
consulting firm that provides testing and advisory services
to assist the Debtors in complying with applicable federal and
state environmental laws and regulations. Its fees are
approximately $35,000 per month.

The Debtors have stated to the Court that they do not believe that
FCS, Aon, OF or ERM will have monthly fees of more than $70,000,
$40,000, $35,000 and $35,000, respectively per month, on average,
over any consecutive four-month period, but that should this be
exceeded, the Debtors will seek to retain that professional
through a separate application. (Pillowtex Bankruptcy News, Issue
No. 2; Bankruptcy Creditors' Service, Inc., 609/392-0900)


RBX CORPORATION: Involuntary Case Summary
-----------------------------------------
Alleged Debtor: RBX Coporation
                5221 Valley Park Drive
                Roanoke, Virginia 24019

Involuntary Petition Date: December 5, 2000

Case No.: 00-04468              Chapter 11

Court: District of Delaware

Petitioner Counsel: David B. Stratton, Esq.
                    Pepper Hamilton LLP
                    1201 Market Street, Suite 1600
                    Wilmington, DE 19899-1709
                    (302) 777-6566

Petitioners:

Franklin Income                 Principal and interest
Series Fund                     due on 11% Sr
                                 Subordinated Notes
                                 due Oct 15, 2005     $ 60,000,000

Franklin Valuemark              Principal and
Income Series Fund              interest due on
                                 11 1/4% Senior
                                 Subordinated Notes
                                 Due Oct 15, 2005     $ 10,000,000

Foothill Partners IN, L.P.      Principal and interest
                                 due on 11 1/4% Senior
                                 Subordinated Notes
                                 Due Oct 15, 2005     $ 20,750,000


RBX CORPORATION: What Does This Alleged Debtor Do for a Living?
---------------------------------------------------------------
RBX Corporation operates in two industry segments:

     (A) Foam Production.  The Company's foam production
operations manufacture closed-cell rubber foam and cross-linked
polyethylene foam. The Foam Group also manufactures certain
products from the foam it produces through downstream
manufacturing processes such as molding, fabrication, and
lamination. The Foam Group includes Rubatex Corporation, Groendyk
Mfg Co., Inc., and OleTex, Inc. Rubatex has three plants which are
located in Virginia, Arkansas, and North Carolina. Groendyk is
located in Virginia and OleTex is located in Illinois.

     (B) Custom Rubber Mixing.  The Company's custom rubber mixing
operations mix a variety of rubber polymers which are sold to
customers in uncured form. The Mixing Group is comprised of
Midwest Rubber Custom Mixing Corp., which is located in Ohio, and
Hoover-Hanes Rubber Custom Mixing Corp., which is located in
Georgia.

At September 30, 1999, RBX reported $137 million of assets on its
balance sheet and owed twice that amount in accumulated debts.  
Updated financial information was unavailable at press time as
RBX's obligation to file periodic reports with the SEC terminated
in March 2000.  


SAFETY-KLEEN: Asks Court to Approve New Insurance Programs
----------------------------------------------------------
Safety-Kleen Corp. and its debtor-affiliates ask Judge Walsh for
authority to enter into an insurance program with National Union
Fire Insurance Program of Pittsburgh, Pennsylvania, and other
related companies affiliated with American Insurance Group, Inc.,
to obtain three types of insurance coverage: workers' compensation
coverage, general product/liability coverage, and automobile
liability coverage. The Debtors historically procured insurance
similar to this insurance program by virtue of being an additional
insured under the insurance policies of its 44% equity holder,
Laidlaw, Inc. The various Laidlaw policies under which the Debtors
were named as additional insureds has expired. Accordingly, the
Debtors sought authority to replace, on a stand-alone basis, the
insurance previously provided under the Laidlaw policies.

With more than 10,000 employees and 400,000 customers, the Debtors
and their non-debtor affiliates are North America's largest
hazardous and industrial wastes services enterprise, providing
collection, processing, recycling, and disposal services through a
network of more than 250 operating facilities in 47 states and 4
Canadian provinces. However, due to the lack of audited financial
statements, the Debtors' ability to fulfill its insurance needs
after the termination of the Laidlaw policies was severely
compromised. American Insurance Group was the only suitable
company that even offered a proposal for the types of insurance
needed by the Debtors. After significant negotiation, the Debtors
and AIG agreed to the following terms.

In order to initiate coverage under a binder, pending judicial
review and approval, the Debtors were required to pay a portion of
the premiums required under the Insurance Program up front and
post letters of credit to secure the Debtors' obligations with
respect to the deductibles and self-insured retentions under the
Insurance Program.

                 Workers' Compensation Program

Under the Insurance Program, AIG has agreed to provide primary
workers' compensation coverage for the Debtors' employees. Under
the workers' compensation program, the Debtors pay a deductible of
$500,000 per claim and the policy limits vary by state according
to state statutes. The total premium for the Workers' Compensation
Program is approximately $1.7 million and the Debtors expect to
pay approximately $10.0 million under the deductible component of
the Workers' Compensation Program.

                    General Liability Program

Under the General Liability Program AIG has agreed to provide
general liability, including products liability, coverage to the
Debtors. The General Liability Program has a self-insured
retention component of $500,000 and a $500,000 deductible
thereafter. The annual premium for the General Liability Program
is approximately $200,000. The policy limits of the General
Liability Program vary according to the type of claim involved,
but are in the range of $500,000 to $2,000,000. The Debtors
represented to the Court that they expected to pay $2.0 million in
deductibles and self-insured retentions under the General
Liability Program.

                     Auto Liability Program

AIG has agreed to provide primary automobile liability insurance
coverage for approximately 5,400 autos used by the Debtors. Under
the Auto Liability Program, the Debtors pay a deductible of
$500,000 for each claim. The premium for the Auto Liability
Program is approximately $2.5 million and the Debtors expect to
pay approximately $2.3 million in deductibles under the Auto
Liability Program.

                            Security

Under the Insurance Program the Debtors are required to post
letters of credit to secure the Debtors' obligations under the
Insurance Program with respect to deductibles and self-insured
retentions. AIG has requested $19,815,813 in letters of credit. In
order to immediately implement the Insurance Program, the Debtors
posted $15 million of letters of credit as was specifically
provided for in the Debtors' postpetition credit facility. This
facility included an allocation of $15 million in letters of
credit for automobile, general liability, and workers'
compensation coverage.

                         Total Premiums

The Premiums required to be paid by the Debtors under the
Insurance Program total approximately $4.4 million. In order to
initiate coverage the Debtors paid $2,228,786, or 50% of the total
premiums, prior to presentation of this Motion. The remainder of
the premiums are scheduled to be paid in five equal monthly
installments of $432,414.

                  Sound Business Justification

The Debtors cited the Court to authority suggesting that the
purchase of this insurance program was to be measured by the
Debtors' "sound business justification". The Debtors suggested
that the necessity for insurance could not be questioned and was
not in issue. Without certain forms of insurance, namely workers'
compensation insurance and auto liability coverage, the Debtors
are not legally able to operate. Moreover, given the nature of the
Debtors' business, the Debtors must be able to represent to their
customers that the Debtors are adequately insured.

Despite the obstacles of a lack of audited financial statements
and the Debtors' first-time entry into the insurance market, the
Debtors assured Judge Walsh that the Insurance Program is
reasonably priced under the circumstances. In fact, the Debtors
represented that the total cost of the Insurance Program was less
than the Debtors initially estimated. Other than the security
requirements, the Insurance Program is a standard program for an
enterprise of the Debtors' size. More importantly, the Debtors
believe that by entered into this Insurance Program the Debtors
have adequately insured their businesses, thereby protecting the
interests of the estates and allowing the Debtors to continue to
operate. (Safety-Kleen Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


SIGNAL APPAREL: ChaseMellon Halts Service as Transfer Agent
-----------------------------------------------------------
ChaseMellon Shareholder Services has stopped serving as transfer
agent to ailing Signal Apparel Co. Inc., Dow Jones reports.  
Filing for Chapter 11 on Sept. 22 after defaulting its revolving
credit, Signal expected ChaseMellon to end its services because it
no longer has the funds to pay the agent's fees.

Signal Apparel, currently liquidating its remaining assets after
failing to secure a buyer, listed assets at $40.9 million and
debts of $153.9 million in its bankruptcy petition.  The company
deals in selling and marketing printed and embroidered knit and
woven activewear for men and boys and printed and embroidered
activewear, bodywear and swimwear for women and girls.


STONE & WEBSTER: $500,000 Claim Auction at Bid4Assets.com
---------------------------------------------------------
Bid4Assets is hosting an auction of a $500,000 claim against Stone
& Webster. The debt claim is in preview right now, which means you
can view a description of the claim and due diligence materials
provided by seller, e-mail questions to the seller, and request to
be notified by e-mail when the auction officially begins on
December 18. You can view the claim listing at
https://www.bid4assets.com/auction/index.cfm?auctionID=21311.


SUMMACARE INC: S&P Assigns CCCpi Financial Strength Rating to HMO
-----------------------------------------------------------------
Standard & Poor's has assigned its triple-'Cpi' financial strength
rating to Summacare Inc.

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

Major Rating Factors:

   --Risk-based capitalization is weak, as indicated by a Standard
      & Poor's capital adequacy ratio of 50.5% at year-end 1999.

   --Operating performance has been weak, although results
      rebounded in 1999 to a net gain of $1.9 million from a net
      loss of $2.6 million in 1998.

   --Liquidity is strong, with a Standard & Poor's liquidity ratio
      of 144.4%.


TSR WIRELESS: Paging Firm Halts Operations Leaving 1,700 Jobless
----------------------------------------------------------------
TSR Wireless, one of the nation's largest privately held paging
companies, shut its doors, leaving about 1,700 employees without
jobs and millions of pagers without service.  The company had
filed for Chapter 7 bankruptcy, which means all assets will be
liquidated. The company has corporate offices in the CNBC building
in Fort Lee, NJ. (New Generation Research, Inc., 05-Dec-00)

TSR Wireless was tireless in its pursuit of paging customers. With
some 2.6 million pagers in service in about 30 states, prior to
its shutdown, the company was among the largest US paging firms.
TSR Wireless also operated two two-way paging channels and
cellular and PCS phone service as an agent of wireless carriers
AT&T, Nextel, and Verizon. The company sold its products and
accessories through resellers, direct accounts, and more than 275
company-owned retail stores.  Founded in 1974 as TSR Paging, the
company became TSR Wireless in 1998 when it acquired American
Paging from Telephone and Data Systems (TDS) and gained 800,000
subscribers. Co-chairmen Phil Sacks and Len DiSavino each own 35%
of TSR Wireless; TDS owns 30%.


UNIDIGITAL INC: Court Approves Continued Cash Collateral Pact
-------------------------------------------------------------
For the third time, Unidigital Inc. has received interim approval
from the bankruptcy court to use the cash collateral of its pre-
petition secured lenders, according to counsel for the media
services company.  While objections to the company's cash
collateral use motion were filed by several parties including the
creditors' committee and the U.S. Trustee acting in the case, Neil
Glassman of The Bayard Firm said that they were all resolved. The
Nov. 16 hearing before Judge Mary F. Walrath in the U.S.
Bankruptcy Court in Wilmington, Del., had been billed as a final
hearing.  Judge Walrath, however, entered a third interim order
authorizing the company's cash collateral use through Dec. 15,
Glassman told the Daily Bankruptcy Review.  (ABI, 05-Dec-00)


UNOVA INC: Moody's Lowers Long-Term Debt Rating & Review Continues
------------------------------------------------------------------
Moody's Investors Service downgraded the senior, unsecured long-
term debt rating of UNOVA, Inc. (UNOVA) to B2 and its ratings
remain under review for possible downgrade. The rating action
reflects the change in status of the senior unsecured debtholders
with regards to priority of claims caused by the collateralization
of bank lenders through a waiver to UNOVA's bank credit
facilities. At the same time, the secured, senior bank credit
facility was downgraded to B1. The rating agency commented that
the company's poor financial performance is not expected to turn
around meaningfully in the near-term. Expected operating losses at
UNOVA's Automated Data Systems (ADS) will offset operating profits
from the Industrial Automation (IAS) business segment. In
addition, the timing of debt paydown through realization of
proceeds from planned asset sales or monetization of intellectual
property is uncertain. Moreover, the company is negotiating new
bank credit facilities in a tougher credit environment, while
existing credit facilities provide reduced liquidity availability.
Moody's noted that the company is considering strategic
alternatives for its businesses. Ultimate rating implications
would depend on the form of the transaction.

Ratings downgraded: senior, unsecured long-term rating for notes
to B2 from Ba2; for securities issued under its 415 shelf
registration - senior debt securities to (P)B2 from (P)Ba2,
subordinated debt securities to (P)Caa1 from (P)B1, and preferred
stock to (P)"caa" from (P)"b1"; senior, secured bank credit
facilities to B1 from Ba2.

Through a recent waiver of certain financial covenants, UNOVA's
bank revolving credit facility was collateralized by domestic
inventory, accounts receivables and intangibles, and equipment.
The waiver also allows the company to borrow up to $245 million
under the bank facility. Currently, approximately $215 million is
outstanding. The company feels that its cash flow and this unused
borrowing capacity provides more than adequate liquidity. Moody's
noted, however, that the company may have limited downside
protection in the event of any unforeseen events, particularly
during this confidence-sensitive period in the credit markets. The
rating agency also noted that the waiver expires January 31, 2001,
and that the company must establish a more permanent bank
arrangement before that time or seek another waiver.

The rating agency stated that the revenue shortfall at ADS
continues as costs associated with accelerated R&D, as well as
marketing and sales incentive programs rise. UNOVA has indicated
that quarterly losses for the fourth quarter of 2000 could mirror
ADS's third quarter operating loss of approximately $22 million.
Management changes and programs have been instituted to achieve
lower costs and new product rollouts, but this could take time.
Moody's estimates the return to stable earnings and cash flow
generation from the ADS operations to be at least 12-18 months
away.

In addition, margin expansion in the IAS operations has not
materialized, due to orders slowdown at Cincinnati Machine, plus
project delays and increased installation and integration costs
associated with a shift to flexible production lines for the
automotive and diesel engine manufacturers. As a result, third
quarter operating income of $15.4 million compared unfavorably
with the $27.8 million earned in 1999's third quarter. New awards
are lumpy in nature and end market softness may further push out
increasing backlogs.

The rating agency will continue to assess UNOVA's progress in
turning around its operations, improving cash flow generation, and
securing more permanent financing under its bank facilities.
Absent progress in these areas, a further downgrade is likely
during the near term.

UNOVA, Inc., headquartered in Woodland Hills, CA., provides design
and integration of manufacturing systems for the global
automotive, diesel engine, and aerospace industries and
specializes in mobile information technology for supply-chain
execution and e-commerce fulfillment.


USURF AMERICA: Subsidiary Files Motion to Dismiss Bankruptcy Case
-----------------------------------------------------------------
USURF America, Inc. (AMEX:UAX), a provider of Fixed-Wireless
Internet access products, including Quick-Cell(TM), announced
today that its ISP subsidiary, CyberHighway, Inc., and CTC
Telecom, Inc. have filed a joint motion to dismiss the involuntary
bankruptcy proceedings that were instituted on September 29,
2000, in the United States Bankruptcy Court, District of Idaho.
All other petitioning creditors have also joined in the motion to
dismiss. The parties anticipate that Bankruptcy Judge Jim D.
Pappas will approve the motion and dismiss the case. The joint
motion to dismiss the bankruptcy proceeding is part of a
comprehensive settlement agreement reached between CyberHighway,
Inc. and CTC Telecom, Inc.

The management of USURF America, CyberHighway's parent, stated
that it was pleased that the matter is proceeding toward a
resolution favorable to the company.

For more information about USURF America and its Fixed-Wireless
Internet access products, please visit its Web site at
www.usurf.com.

About USURF America

USURF America has developed "Quick-Cell" one of the most flexible
fixed-wireless Internet access delivery solutions on the market,
one which operates in unlicensed spectrum and can be easily and
inexpensively deployed, often in a matter of hours. Quick-Cell's
bandwidth speed is scalable, up to and including T1-line
equivalent, and bandwidth usage by customers can be monitored
and controlled from a single location with USURF America's
proprietary software.


USX CORPORATION: Fitch Puts Ratings on Watch Evolving Status
------------------------------------------------------------
Fitch has placed the ratings of USX Corporation on Rating Watch
Evolving following the company's announcement that it plans to
undertake a comprehensive review of its capital structure. Fitch
currently rates USX's senior unsecured debt 'BBB', its MIPS,
QUIPS, and preferred stock 'BBB-', and its commercial paper 'F2'.

The rating action is a result of USX's announcement that the board
has authorized management to retain financial, tax and legal
advisors to look at alternatives to the tracking stock setup of
its Marathon and U.S. Steel Groups. The study is being taken to
address the interests of all of USX's shareholders. Some of the
alternatives could include the status quo, separating the two
segments into separate companies, elimination of the tracking
stocks and even a sale of one or both of the segments.

USX has indicated that the study will take several months and that
the advisors will report their findings and recommendations to
USX's board of directors who will then determine what actions to
take. Fitch will continue to monitor developments as they occur.
Certain alternatives, if adopted and implemented, could
potentially have positive or negative consequences to USX
bondholders.


VENCOR, INC: Obtains Fourth Extension of Removal Period
-------------------------------------------------------
At the Petition Date, Vencor, Inc., and its debtor-affiliates were
party to various civil actions and proceedings in a variety of
fora. By this Motion, the Debtors seek the Court's authority,
pursuant to Bankruptcy Rule 9006(b), for a further extension of
the period within which to file notices of removal of these civil
actions and proceedings under Bankruptcy Rule 9027 through March
12, 2001.

The Debtors tell Judge Walrath that, since the Petition Date, they
have focused their efforts on minimizing any disruptive effect of
the bankruptcy proceedings on their businesses and operations,
disposing of nonproductive or underproductive assets, reconciling
the numerous claims filed against their estates and negotiating
and formulating a plan of reorganization with the major
constituencies in these cases. In addition, the Debtors note that
they have focused a large portion of their resources and staffing
to the reporting requirements of the Office of the United States
Trustee. As a result, they are presently unable to make an
informed decision regarding the removal of any claims, proceedings
or civil causes of action prior to the current deadline of
December 11, 2000.

Accordingly, Judge Walrath found that until the Debtors are able
to make an informed decision as to the advisability of removing
any or all of the pending claims and/or civil actions, the most
prudent and efficient course of action is to extend the removal
period through and including March 12, 2001. (Vencor Bankruptcy
News, Issue No. 21; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


WHEELING-PITTSBURGH: More Time to File Schedules & Statements
-------------------------------------------------------------
Wheeling-Pittsburgh Corporation and its debtor-affiliates tell
Judge Bodoh that, because of (a) the substantial size and scope of
the Debtors' businesses, (b) the complexity of their financial
affairs, (c) the limited staffing available to perform the
required internal review of their accounts and affairs and (d) the
press of business incident to the commencement of these cases, it
was impossible to assemble, prior to the Petition Date, all of the
information necessary to complete and file their Schedules of
Assets and Liabilities and Statements of Financial Affairs
required under 11 U.S.C. Sec. 521 and Rule 1007 of the
Federal Rules of Bankruptcy Procedure. The Debtors note that they
have thousands of known and potential creditors, including
employees, trade creditors, the Revolving Lenders, the holders of
the Senior Notes, and creditors under other financing
arrangements.

Accordingly, the Debtors sought and obtained an extension of 45
days after the Petition Date of their time within which to file
their Schedules and Statements without prejudice to the Debtors
rights to seek further extensions. The Debtors' Schedules and
Statements are therefore due January 2, 2001, absent a further
request for an extension.

The Debtors also asked for and were granted relief from the
requirement that they file individual lists of their twenty
largest unsecured creditors. In lieu of these individual lists,
the Debtors filed a single consolidated list of their thirty
largest unsecured creditors. (Wheeling-Pittsburgh Bankruptcy News,
Issue No. 2; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WORTHINGTON INDUSTRIES: S&P Affirms BBB Ratings & Outlook Negative
------------------------------------------------------------------
Standard & Poor's affirmed its ratings on Worthington Industries
Inc. (BBB/Negative/--). The outlook is negative.

The affirmation follows the company's announcement that earnings
for the year ending May 2001 will be lower than expected due to
weak market conditions in the steel industry. As a result of these
conditions, Worthington has postponed its acquisition of the
"Techs". (MetalTech, NexTech and GalvTech,). The negative outlook
remains due to Standard & Poor's concerns that Worthington's
financial profile could deteriorate if there is a prolonged
softening in steel demand and prices or if the company returns to
its acquisitive growth strategy.

The ratings on Worthington Industries Inc. incorporate its good
competitive position in the U.S. domestic steel processing
industry and its satisfactory generating ability. Worthington is
the market leader in the fragmented U.S. domestic steel processing
industry. Reflecting an industry trend toward consolidation and
management's ambitious growth initiatives, Worthington has grown
through ongoing investments in technology, greenfield facilities,
and acquisitions. These initiatives have enabled the company to
offer its customers the broadest range of steel processing
capabilities in the industry. As a result of the company's
purchasing power, low freight costs, and competitive labor rates,
Worthington is among the lowest-cost processors in the industry.
However, the company serves cyclical end markets and the steel
industry is experiencing waning demand due to a slowing economy.
The company's profitability and cash flow generation have been
further affected by unfavorable pricing, high energy costs and a
less favorable product mix. Given existing oversupplied condition,
pricing levels are not expected to rebound significantly in the
medium-term to the levels experienced during the first half of
2000. Company efforts to cut costs will only have a partial impact
as long as market fundamentals remain weak. In the near term, the
company's key cash flow measures will be somewhat weak for the
rating.

OUTLOOK: NEGATIVE

If demand weakens further and price levels fail to rebound
somewhat next year, the company's financial profile could
deteriorate and ratings may be lowered, Standard & Poor's said.

                           *********

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

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

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

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


                           *********

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

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

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

This material is copyrighted and any commercial use, resale or
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                * * * End of Transmission * * *