TCR_Public/001208.MBX         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, December 8, 2000, Vol. 4, No. 240

                           Headlines

AMERICAN EQUITIES: Case Summary and 20 Largest Unsecured Creditors
ARMSTRONG WORLD: Files for Chapter 11 in Wilmington, Delaware
ARMSTRONG WORLD: Case Summary and Largest Unsecured Creditors
BIOSHIELD TECH: eMD Unit Files Chapter 7 Petition in Georgia
CORRECTIONS CORP: Announces Conversion Ratio for Series B Stock

DISCJOCKEY.COM: Internet Broadcaster Files for Chapter 11
DRKOOP.COM: Stockholders to Vote on Reverse Stock Split
ELDER-BEERMAN: Announces Increased Total & Comp Store Sales
ELDER-BEERMAN: Hires Mark Zwerner as Senior Vice President
GARDEN BOTANIKA: Comparable November Sales Decrease by 17%

GENESIS/MULTICARE: Exclusive Periods Extended through Jan. 18 & 19
GRANITE BROADCASTING: Moody's Rate Senior Subordinated Notes Caa1
HARNISCHFEGER: Employing Expert to Assist in Omega Litigation
HASBRO INC: Moody's Reviewing Ratings for Further Downgrade
INDEPENDENT HEALTH: S&P Lowers Financial Strength Rating to BBpi

INTEGRATED HEALTH: Third Motion to Extend Removal Period
KCS ENERGY: Shareholders File 3rd Proposed Plan of Reorganization
LOEWEN: Description of New Securities to be Issued Under Plan
LOEWEN: Rock of Ages Inks Deal for 16 Cemeteries in Kentucky
NATIONAL AIRLINES: Files for Chapter 11 in Nevada

NATIONAL AIRLINES: Case Summary and 21 Largest Unsecured Creditors
OWENS CORNING: Debtors Ask Court to Approve Servicelane Agreement
PENN TRAFFIC: Slight Increase in Revenues in 3rd Quarter
PILLOWTEX: Seeks Permission to Pay Critical Vendors
PUEBLO XTRA: Moody's Lowers All Ratings & Says Outlook Negative

SAFETY KLEEN: Committee Retains Morris Nichols as Local Counsel
SCB COMPUTER: Revenues Decline by $10MM in Second Quarter
STROUDS, INC: Appoints R.F. Valone as General Merchandise Manager
SUPERVALU INC: Moody's Reviewing Long-Term Ratings for Downgrade
THERMATRIX INC: Court Approves $1.8MM Bid for Wahlco Assets

UNAPIX ENTERTAINMENT: Gets Court Approval for $40M DIP Financing
WHEELING-PITTSBURGH: Paying Prepetition Shipping Obligations
WILSHIRE CENTER: Hotel Owner Files Plan of Reorganization
XEROX CORP: Reduces Rochester Workforce by 200 People

* BOOK REVIEW: ITT: The Management of Opportunity

                           *********

AMERICAN EQUITIES: Case Summary and 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: American Equitites SPP Series 5000, Ltd.
        80 East Route 4, Suite 202
        Paramus, NJ 07652

Type of Business: Factoring/Accounts Receivable

Chapter 11 Petition Date: December 5, 2000

Court: Southern District of New York

Bankruptcy Case No.: 00-15712

Debtor's Counsel:       Warren R. Graham, Esq.
                  Warshaw Burstein Cohen Schlesinger & Kuh, LLP
                  555 Fifth Avenue
                  New York, NY 10017
                  (212) 984-7708
                  Fax (212) 972-9150

Total Assets: $ 3,903,669
Total Debts : $ 5,989,104

20 Largest Unsecured Creditors:

Earl Abramson
27 Regent Wood Road
Northfield, IL 60093                                     $ 500,000

Michael J. Weiss
2051 Sheridan Raod
Buffalo Grove, IL 60089                                  $ 275,000

Roger & Fern Weiss
1675 Spruce Avenue
Highland Park, IL 60035                                  $ 275,000

Glen Bernfield
TTEE FBO D.A. Niedelman
225 S. LaSalle Street
Chicago, IL 60603                                        $ 275,000

Constance A. Danebury Trust                              $ 200,000

Annette Niedelman                                        $ 139,130

Resources Trust Co.                                      $ 100,000

William & Lorraine Meltzer                               $ 100,000

Jennifer A. Knollenberg                                  $ 100,000

Manuel P. Blas MD Retirement Trust                       $ 100,000

Frederick Brizek Irrevocable Trust                       $ 100,000

Robert M. Niedelman                                       $ 85,869

Young Sop Pae, TTEE                                       $ 75,000

DLJSC FBO Jon R. Treu, IRA                                $ 66,000

Debra Syroka FBO Turski Trust                             $ 53,000

Gordon & Ellen Lewis                                      $ 50,000

Alma Mary Tait                                            $ 50,000

Clarence & Gloria Schley                                  $ 50,000

Doris Hicks                                               $ 50,000

Paul l& Virginia Munafo                                   $ 50,000


ARMSTRONG WORLD: Files for Chapter 11 in Wilmington, Delaware
-------------------------------------------------------------
Armstrong Holdings, Inc. (NYSE: ACK) said its major operating
subsidiary, Armstrong World Industries Inc., filed for voluntary reorganization under Chapter 11 of the U.S. Bankruptcy Code in Wilmington, DE in order to resolve its asbestos liability.
Armstrong Holdings, Triangle Pacific Corp., WAVE (Armstrong's ceiling grid systems joint venture with Worthington Industries), Armstrong Canada, Armstrong DLW AG and its other non-U.S. operating subsidiaries were not a part of the filing.

The company said that all its businesses are operating as usual and that it is maintaining its high standards of customer service. Suppliers will be paid on normal terms for goods delivered and services provided after the Chapter 11 filing. Employee pay and normal benefit programs will not be interrupted.

Normal retiree and health benefits will also not be interrupted. Armstrong's pension plan is fully funded and qualified pension benefits are protected by law.

To enhance its liquidity, Armstrong said it had obtained a commitment for a $400 million debtor-in-possession facility with Chase Manhattan Bank, which will be submitted to the court for approval today.

Like other companies involved in asbestos litigation, Armstrong has tried a number of different approaches to manage its asbestos liability, including negotiating broad-based solutions and supporting efforts to find a legislative resolution. Despite these efforts, the number of cases filed and the cost to settle cases have continued to increase. The company said that the cash demands
of asbestos settlements now "threaten the long-term health of its valuable and fundamentally sound businesses." In addition, the company said that liquidity concerns about Armstrong raised after the Owens Corning Chapter 11 filing, had begun to have an adverse impact in the marketplace.

"Our historical approach to resolving asbestos claims has not worked. The actions that would now be required to wait for legislation -- for which there is no reasonable hope for quick passage -- would reduce our ability to invest in our businesses," said Chairman and CEO Michael D. Lockhart. "Armstrong comprises profitable, industry leading businesses. We can no longer allow the asbestos uncertainty to eat away at these businesses, nor can we cutback on investment without damaging them. Given this, filing for protection under Chapter 11 was the best option we had.

"Triangle Pacific, WAVE and our non-U.S. businesses are not included in the filing. Their customers, employees and suppliers will be unaffected by the filing," he added.

Armstrong said that while operating in Chapter 11, it would have the resources it needs to continue to invest in its businesses and its customers growth programs. At the same time, Chapter 11 will give the company the opportunity to use the court-supervised reorganization process to achieve a binding, legal resolution to the asbestos situation and put this difficult issue behind it.
This will enable Armstrong to emerge from Chapter 11 stronger and
better positioned than it is today.

Also filing for relief were two of Armstrong World Industries wholly-owned subsidiaries, Nitram Liquidators, Inc. and Desseaux Corporation of North America, Inc.

Additional information concerning Armstrong's chapter 11 filing is available in the first edition of ARMSTRONG BANKRUPTCY NEWS.  A free copy of this case-specific newsletter published by Bankruptcy Creditors' Service, Inc., is available at:

     http://www.bankrupt.com/armstrong.txt


ARMSTRONG WORLD: Case Summary and Largest Unsecured Creditors
-------------------------------------------------------------
Debtors: Nitram Liquidators, Inc.
         Desseaux Corporation of North America
         Armstrong World Industries, Inc.    

Chapter 11 Petition Date: December 6, 2000

Bankruptcy Case Nos.: 00-04469 though 00-04471

Court: United States Bankruptcy Court
       District of Delaware
       Marine Midland Plaza Building
       824 Market Street
       Wilmington, Delaware 19801

Judge: Not Yet Assigned

Circuit: Third
         
Debtors' Counsel: Stephen Karotkin, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  (212) 310-8000

                         and

                  Debra A. Dandeneau, Esq.
                  Weil, Gotshal & Manges LLP
                  701 Brickell Ave., Suite 2100
                  Miami, FL 33131
                  (305) 577-3118
    
                         and

                  Mark D. Collins, Esq.
                  Russell C. Silberglied, Esq.
                  Richards, Layton & Finger, P.A.
                  One Rodney Square
                  P.O. Box 551
                  Wilmington, DE 19899
                  (302) 658-6541

Debtors' Financial Advisor: Barry Ridings
                            Lazard Freres & Co. LLC
                            30 Rockefeller Plaza
                            New York, NY 10020

U.S. Trustee:  Daniel K. Astin, Esq.
               Office of the United States Trustee
               Curtis Center, 9th Floor West
               901 Walnut Street
               Philadelphia, PA 19106
               (215) 597-4411

Reported financial condition as of September 30, 2000:

          Total Assets: $ 4,032,200,000

          Total Debts : $ 3,296,900,000

Largest Unsecured Creditors:

Bank One N.A.
(f/k/a The First National
Bank of Chicago) Bank One
Corporatate Trust Division
153 WEst 51st Street            7.45% Unsecured
New York, NY 10019               Senior Notes        $ 200,000,000

Wells Fargo Bank Minnesota
National Association
Corporate Trust Office
Sixth and Marquette
Minneapolis, Minnesota          6.35% Senior
55479-0069                       Unsecured Notes     $ 200,000,000

Wells Fargo Bank Minnesota
National Association
Corporate Trust Office
Sixth and Marquette             7.45% Senior
Minneapolis, Minnesota           Unsecured Quarterly
55479-0069                       Inters Bonds        $ 180,000,000

Wells Fargo Bank Minnesota
National Association
6th Street and
Marquette Avenue
MAC No. 9303-120                6.5% Senior
Minneapolis, Minnesota 55479     Unsecured Notes     $ 149,795,250

Bank One N.A.
Ruth Fussell
153 W. 51st Street              9.75% Unsecured
New York, NY 10019               Debentures          $ 125,000,000

The Chase Manhattan Bank
Commercial Paper Service
450 West 33rd Street
15th Floor                     Long-Term Commercial
New York, NY 10001-2697          Paper                $ 50,000,000

Mellon Bank, N.A.
Corporate Trust Group
701 Market Street               
Philadelphia                    Industrial
Pennsylvania 19106               Revenue Bonds        $ 10,806,193

State Street Bank and
Trust Fleet National Bank
Corporate Trust
777 Main Street                 Industrial
Hartford, CT 06115               Development Bonds    $ 10,000,000

Chase Manhattan Trust
Company, N.A.
Kevin Rockwell
One Oxford Centre
301 Grant Street
Floor 13                      
Pittsburgh                      Industrial
Pennsylvania 15219               Development Bonds     $ 8,500,000

Oxyvinyls, LP
Martia White
5005 LBJ Freeway
Suite 500 LB 30
Dallas, TX 75244                Trade Creditor         $ 4,779,343

Bankers Trust Company
Kena Dougherty
P.O. Box 998
Bowling Green Station
New York, NY 10004              Unsecured Note         $ 3,534,400

W.W. Henry Company
Mike Crouch
Ardex Engineered Cements
Ardex Park Drive
Aliquippa, PA 15001             Trade Creditor         $ 2,209,089

Berry Floor NV
Art Henderson
Berry Wood
La Parqueterie Rn 144
Meauline, Belgium 03360         Trade Creditor         $ 2,012,209

Exxonmobil Chemical
Art Henderson
13501 Katy Freeway
Houston, TX 77079               Trade Creditor         $ 1,457,307

IFCO Systems
Keith Reinstetle
240 East Main Street
Bartow, FL 33841                Trade Creditor         $ 1,217,395

Dupont Company
Gregory Parks
BMP36-1172
P.O. Box 80036
Wilmington, DE 19880            Trade Creditor         $ 1,182,244

Scana Energy Marketing, Inc.
P.O. Box 751684
Charlotte, NC 28725             Trade Creditor         $ 1,058,828

Occidental Chemical Corp.
Karen Haydock
5005 LBJ
P.O. Box 809050
Dallas, TX 75380                Trade Creditor         $ 1,016,366


   BANK LENDERS UNDER CHASE-LED $450,000,000 PREPETITION FACILITY
   --------------------------------------------------------------
                  
The Chase Manhattan Bank
270 Park Avenue, 47th Floor
New York, New York 10017-2070
Attn: Mr. Bob Sachs, Vice President                   $ 35,500,000

Morgan Guaranty Trust Company
of New York
60 Wall Street
New York, NY 10260
Attn: John Simmons, VP                                $ 35,500,000

Bank of America National
Trust & Savings Association
335 Madison Avenue
New York, NY 10017
Attn: John Pocalyko                                   $ 35,500,000

Wachovia Bank, N.A.
191 Peachtree Street, N.E.
Atlanta, GA 30303     
Attn: Jim Barwis                                      $ 35,500,000

Deutsche Bank AG, New York Branch
and/or Cayman Islands Branch
31 West 52nd Street                                   
New York, NY 10019
Attn: Rolf-Peter Mikolayezyk                          $ 35,500,000

Barclays Bank PLC
222 Broadway, 12th Floor
New York, NY 10285
Attn: Terance Bullock                                 $ 21,750,000

Citibank, N.A.
399 Park Avenue, 8th Floor
New York, NY 10043
Attn: Wolfgang Viragh                                 $ 21,750,000

First Union National Bank
100 N. Queen Street
Lancaster, PA 17604
Attn: Ken Wood                                        $ 21,750,000

Bank One f/k/a/ The First
National Bank of Chicago
153 West 51st Street
Suite 4000
New York, NY 10019   
Attn: Steve Liggins                                   $ 21,750,000

HSBC Bank f/k/a/ Marine
Midland Bank
140 Broadway, 4th Floor
New York, NY 10005-1196             
Attn: Ann O'Laughlin                                  $ 21,750,000

Societe Generale Finance
(Ireland) Limited
1221 Avenue of the Americas
New York, NY 10020       
Attn: Bill Connelly                                   $ 21,750,000

Fortis
520 Madison Avenue
New York, NY 10022
Attn: Douglas Riahi                                   $ 16,500,000

BW Capital Markets, Inc.
630 Fifth Avenue, Suite 1919
New York, NY 10111  
Attn: Philip Waldrup                                  $ 16,500,000

Banque Nationale De Paris
140 Broadway, 4th Floor
New York, NY 10005-1196
Attn: Ann O'Loughlin                                  $ 16,500,000

Unicredito Italiano S.p.A.
375 Park Avenue, 2nd Floor
New York, NY 10152  
Attn: Chris Elden                                     $ 16,500,000

Landesgirokasse Offentliche Bank
Und Landessparkasse (SE Banken)
245 Park
New York, NY 10167   
Attn: Einar Thodal-Ness                               $ 16,500,000

PNC Bank, National Association
1600 Market Street, F2-F070-21-5
Philadelphia, PA 19103   
Attn: Eric Erickson                                   $ 16,500,000

Sun Trust Bank, Atlanta
P.O. box 4418 MIC 1926
Atlanta, GA 30302-4418
Attn: Brad Staples                                    $ 16,500,000

Westdeutsche Landesbank
1211 Avenue of the Americas, 23rd Floor
New York, NY 10036
Attn: Alan Bookspan                                   $ 16,500,000

The Bank of New York
One Wall Street, 21st Floor
New York, NY 10286     
Attn: Walter Parelli                                  $ 10,000,000


   PURCHASERS OF ESOP NOTES, OWED AN AGGREGATE OF $125,653,650
   -----------------------------------------------------------

First Chicago
Mail Suite 0126
One First National Plaza
Chicago, IL 60670-0126
Attn: Sharon McGrath
Assistant V.P.                                         $ 1,515,585
First Penn-Pacific Life Insurance Company
c/o Lincoln National Investment Management
200 East Berry Street
Renaissance Square
Fort Wayne, IN 46802                                     $ 227,787
Attn: Investments/Private Placement                    $ 1,500,000                     

Lincoln National Life Insurance Company                   $ 75,929
c/o Lincoln National Investment Management                $ 75,929
200 East Berry Street                                    $ 151,858
Renaissance Square                                       $ 303,717
Fort Wayne, IN 46802                                     $ 452,575
Attn: Investments/Private Placement                    $ 2,000,000
                                                       $ 2,500,000
                                                       $ 2,500,000
                                                       $ 3,000,000
                                                       $ 7,007,000

Massachusetts Mutual Life
Insurance Company
1295 State Street
Springfield, MA 01111-0001                             $ 1,137,805
Attn: Laura Hamel                                      $ 1,137,805
Investment Services F-381                              $ 8,003,000

Principal Mutual Life
Insurance Company
711 High Street
Des Moines, IA 50392-0001
Attn: Jason Maty
Inv Sec Dept                                             $ 761,792

Sher Company
c/o American Express Financial Advisors
NW-9744/P.O. Box 1450
Minneapolis, MN 55485
Attn: Mary Amsler                                      $ 4,174,809

Sigler & Company
c/o Chase Manhattan Bank
4 NY Plaza/13th Floor
Non-Std Sec Dept
New York, NY 10004                                       $ 227,787
Attn: Annette Falchetti                                $ 1,000,000

Variable Annuity Life Insurance
c/o American General Corporation
Mailcode A29-04
2929 Allen Parkway
Houston, TX 77019                                      $ 1,515,585
Attn: Brian Fox                                        $ 3,037,003

Wachovia Corporate Services Inc.
151 Peachtree Street, N.E.
Mail Code GA-370
28th Floor
Atlanta, GA 30303                                      $ 6,940,197

Wallar & Company
c/o American Express Financial Advisors
NW-9744/P.O. Box 1450
Minneapolis, MN 55485
Attn: Mary Amsler                                       $ 300,663

Wrap Two & Company
c/o American Express Financial Advisors
NW-9744/P.O. Box 1450
Minneapolis, MN 55485
Attn: Mary Amsler                                        $ 78,315

Atwell & Company
Standard Insurance Company
c/o Chase Manhattan Bank
770 Broadway
13th Floor
New York, NY 10003                                    $ 2,000,000

Atwell & Company
Pacific Mutual Life Insurance
c/o Chase Manhattan Bank
770 Broadwat
13th Floor
New York, NY 10003                                    $ 1,003,000

Cig & Company
c/o Cigna Investment Inc.
Hartford, CT 06152-2307
Attn: Private Securities Div S-0307                  $ 15,005,000

Cudd & Company
c/o Chase Manhattan Bank
P.O. Box 1508
Church Street Station
New York, NY 10008
Attn: Gloria McCulloug                                  $ 500,000

Cudd & Company
c/o Chase Manhattan Bank
P.O. Box 1508
Church Street Station
New York, NY 10008                                    $ 9,003,000
Attn: Bond Servicing                                 $ 10,004,000

Farm Bureau Insurance Co.
5400 University Avenue
W. Des Moines, IA 50265
Attn: Investment Dept                                 $ 3,001,000

Franklin Life Insurance Company
c/o American General Corporation
Mailcode A-29-04
2929 Allen Parkway
Houston, TX 77019
Attn: Brian Fox                                       $ 5,002,000

Jefferson Pilot
c/o The Bank of New York
P.O. Box 19266
Newark, NJ 07195
Attn: P&I Department                                 $ 15,005,000

Northwestern Mutual Life
Insurance Company
720 East Wisconsin Ave
Milwaukee, WI 53202
Attn: Securities Dept                                $ 12,504,500

Pebble Harbor & Co
c/o State Street Bank & Trust Company
225 Franklin Str-Concourse
Boston, MA 02110                                      $ 1,000,000

Principal Mutual Life Insurance Company
711 HIgh Street
Des Moines, IA 50392-0001
Attn: Cheryl Holliday                                 $ 2,001,000
                                               

BIOSHIELD TECH: eMD Unit Files Chapter 7 Petition in Georgia
-------------------------------------------------------------
BioShield Technologies, Inc. (Nasdaq: BSTI) said that its Board of Directors voted to immediately cease funding for its Internet healthcare subsidiary, eMD.

As a result of the decision of the BioShield board, eMD management determined that eMD could no longer continue to operate. As of Friday, December 1, 2000, eMD has ceased all ongoing operations. The company will wind up its affairs immediately. Separately, the Board of Directors of eMD has voted to voluntarily seek bankruptcy protection, and has filed a Chapter 7 liquidation case in the United States Bankruptcy Court for the Northern District of Georgia.

According to Timothy Moses, Chairman of both BioShield and eMD, "Both boards felt that this was the only alternative under the circumstances. BioShield simply could not continue to sustain the cash needs of eMD and simultaneously execute its own strategy for growth in the antimicrobial and anti-viral markets. This filing, although certainly unfortunate for the employees, customers and suppliers of eMD, will allow BioShield to focus on its core antimicrobial business and, we believe, will allow the company the best long-term prospects for success." In addition, the company has taken current steps in reducing its staff to potentially achieve its short and long term goals.


CORRECTTIONS CORP: Announces Conversion Ratio for Series B Stock
----------------------------------------------------------------
Corrections Corporation of America (formerly Prison Realty Trust, Inc.) (NYSE:CXW) announced that each share of its previously issued Series B Cumulative Convertible Preferred Stock will be convertible into approximately 25.1 shares of the Company's common stock during the final conversion period for such shares beginning on December 7, 2000, and ending on Wednesday, December 20, 2000. The conversion ratio established is applicable to the shares of Series B Preferred Stock issued by the Company in both September and November 2000. The number of shares of common stock issuable upon conversion of the Series B Preferred Stock was calculated by dividing the stated price of each preferred share ($24.46) plus accrued and unpaid dividends as of the date of conversion of each share of Series B Preferred Stock by a $1.00 conversion price, the floor established under the terms of the Series B Preferred Stock. The $1.00 conversion price floor was used as the result of the trading price!
  of th
e Company's common stock, which was less than $1.00 per share, during the 10 trading day period beginning on Wednesday, November 22, 2000, and ending on Wednesday, December 6, 2000.

The period from Thursday, December 7, 2000, through Wednesday, December 20, 2000, represents the final opportunity for the holders of the Series B Preferred Stock to convert such shares into shares of the Company's common stock. Those shares not converted during the conversion period will provide for dividends payable in additional shares of Series B Preferred Stock at a rate of 12% per year for the first three years following the original issuance date of the shares and cash dividends at a rate of 12% per year thereafter, payable for the period from original issuance through December 31, 2000 and quarterly thereafter in arrears. In addition, the shares of Series B Preferred Stock will be callable by the Company, at a price per share equal to the stated value of $24.46, plus any accrued dividends, at any time after six months following the later of (i) the third anniversary of the original issuance date of the shares or (ii) the 91st day following the redemption of the Compa!
ny's $
100.0 million 12% senior notes, due 2006.

Holders desiring to convert their shares of Series B Preferred Stock during the final conversion period should contact their broker or the Company's transfer agent, Boston Equiserve/Fleet, at 781/575-3120, prior to the conclusion of the conversion period on Wednesday, December 20, 2000. Additional information regarding the conversion of the of Series B Preferred Stock may also be found on the Company's Investor Relations Information Line at 615/263-3990.

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.


DISCJOCKEY.COM: Internet Broadcaster Files for Chapter 11
---------------------------------------------------------
Asserting that "when the history of this company is written, I'm confident this filing will be viewed as a huge step to real success," the attorney for DiscJockey.Com filed a Chapter 11 petition for the company in federal court on Monday.

Rated the fourth most popular music Web site on the Internet with more than 1.6 million unique users in the past month alone, DiscJockey.Com is a Massachusetts based broadcaster of originally programmed audio entertainment over the Internet.

"This is not your typical Chapter 11 filing.  DiscJockey.Com, unlike most so-called dotcoms, is a company with a genuine revenue stream that will actually make money.  Our filing will make the company stronger in the long run and ensure a successful future," said attorney Jeffrey Schreiber.  "The Chapter 11 filing will clear the way for DiscJockey.Com to erase some poor decisions and mistakes that were made in the past by a management team which is fortunately long gone, and set it on course for a successful future."

"I'm very impressed," Mr. Schreiber said, "with the current management team which is headed by the company's founder and technical wizard, Richard Chadwick and David Giunta who is a highly regarded executive with a successful marketing background. They are the right combination to lead DiscJockey.Com to
success."

Founded in July of 1999, DiscJockey.Com already ranks fourth among music web sites according to Entertainment Weekly Magazine. The popular site hosted more than 1.6 million unique users during the month of November, 2000.

"Best of all, before we even filed this petition for re-organization, the management team had already made the tough decisions and found better ways to run DiscJockey.Com," Mr. Schreiber said.

"First, they have made major savings through wise management and
outsourcing. They have cut back company's staff from twenty employees to three. They have gotten rid of the expensive office space, the brick and mortar, and gone to a virtual operation with very little overhead. And they have engaged cutting edge technology partners like Akamai and Verio rather than
build a costly high maintenance in-house system."

"The savings are significant and the company's product is better than it has ever been", he said.

"Second, revenues are growing. They already have commitments from
advertisers for not only the typical dotcom banner sales but also, and this is key, for advertising that is built into the music programming and can target a specific audience. It is a major breakthrough for Internet dotcom sales and it gives DiscJockey.Com a huge advantage."

"And finally, through outsourcing, DiscJockey.Com already has an
experienced, high level sales force under contract which is out there right now selling for them. The sales force has already sold advertising for the coming months and will continue to do so."

"All of the pieces are now in place for a very successful recovery. And my experience tells me that this is a company that is going to make it," Mr. Schreiber concluded.

"There is no doubt in my mind that the leaps in bandwidth and technology will make audio streaming a part of the everyday home and workplace experience.

It has already replaced the desk side radio for early adapters. This is the future and DiscJockey.Com already owns a big piece of the franchise."


DRKOOP.COM: Stockholders to Vote on Reverse Stock Split
-------------------------------------------------------
Ddrkoop.com, Inc. (Nasdaq: KOOP), a leading Internet Health Network, announced that it intends to call a special meeting of stockholders to vote on a reverse stock split, if such a meeting becomes necessary in order to maintain NASDAQ's minimum bid price of $1.00.  This action would be taken in response to a letter received by the company from Nasdaq notifying it that its stock price has been trading below the $1.00 minimum bid requirement for thirty trading days and requiring that the company demonstrate compliance with the rule to maintain its Nasdaq listing.

"We consider the maintenance of our Nasdaq National Market listing to be very important and intend to take the appropriate steps to ensure that we maintain it," stated Richard Rosenblatt, Chief Executive Officer of drkoop.com. "Since the new management team arrived at drkoop.com, we have generated significant momentum, reduced the cash burn rate, attracted high caliber individuals and strengthened our relationships with many of our partners.  We continue moving forward on our turn-around plan," he added.

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


ELDER-BEERMAN: Announces Increased Total & Comp Store Sales
-----------------------------------------------------------
The Elder-Beerman Stores Corp. (Nasdaq:EBSC) total sales for the month ended November 25, 2000 increased 3.6 percent over November 1999 to $71.5 million. Comparable sales for November increased 0.7 percent over last year. The top performing businesses for November include ladies' moderate sportswear, ladies' accessories, men's and ladies' coats, intimate apparel and furniture.

The nation's ninth largest independent department store chain, The Elder-Beerman Stores Corp. is headquartered in Dayton, Ohio and operates 63 stores in Ohio, West Virginia, Indiana, Michigan, Illinois, Kentucky, Wisconsin and Pennsylvania. Elder-Beerman also operates two furniture superstores. For more information about Elder-Beerman, please visit the company's website at www.elder-beerman.com.


ELDER-BEERMAN: Hires Mark Zwerner as Senior Vice President
----------------------------------------------------------
The Elder-Beerman Stores Corp. (Nasdaq:EBSC) has hired Mark Zwerner as a senior vice president and general merchandise manager. He will be responsible for the Cosmetics, Accessories, Intimate Apparel, Shoes and Children's departments. He will report to Frederick J. Mershad, Chairman and Chief Executive Officer.
Mr. Zwerner comes to Elder-Beerman from Burdines, a division of Federated Department Stores located in Florida. He served there as a senior vice president, general merchandising manager since 1994. He worked for Burdines in positions of increasing responsibility since 1981, and worked in retail since his graduation from Syracuse University in 1970.

"We are pleased to welcome Mark to our executive team," said Mershad. "His talent and breadth of experience in retail make him a valuable addition to our organization."

The nation's ninth largest independent department store chain, The Elder-Beerman Stores Corp. has its headquarters in Dayton, Ohio and operates 63 stores in Ohio, West Virginia, Indiana, Michigan, Illinois, Kentucky, Wisconsin and Pennsylvania. Elder-Beerman also operates two furniture superstores. For more information about Elder-Beerman, please visit the company's web site at www.elder-beerman.com.

Elder-Beerman undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.


GARDEN BOTANIKA: Comparable November Sales Decrease by 17%
----------------------------------------------------------
Garden Botanika, Inc. (OTCBB:GBOTQ) reported comparable store sales for November (the four-week fiscal period ended November 25, 2000).

Comparable store sales decreased 17% from sales in November of 1999 for the 108 stores open at least one complete fiscal year. Total sales declined to $3.8 million from $5.2 million in the prior year, primarily due to a decrease in the number of stores from 148 to 109. For the month, combined mail order and Internet sales were $224,000 and commercial sales were $269,000. The Company also recognized $171,000 in revenue from sales of annual memberships in the Company's discount shopping "Garden Club" program, which membership sales are amortized over the course of a year.

For the forty-three weeks ended November 25, 2000, sales decreased to $34.6 million from $49.3 million in the comparable prior period. Included in total sales are mail order and Internet sales of $1.9 million, commercial sales of $1.8 million and the recognition of $1.9 million in revenue from sales of annual memberships in the Garden Club program.

Garden Botanika markets botanically based cosmetic and personal care products through its 109 stores across the U.S., through its own catalog and on the Internet. The Company's headquarters are located at 8624-154th Avenue NE, Redmond, Washington 98052, and its Web site address is www.gardenbotanika.com.


GENESIS/MULTICARE: Exclusive Periods Extended through Jan. 18 & 19
------------------------------------------------------------------
Both the GHV and Multicare Debtors sought and obtained the Court's authority for an extension of the exclusive periods during which they have the exclusive right to file a chapter 11 plan of reorganization, and to solicit acceptances of the Plan.

Pursuant to the Court's Orders, the GHV Debtors' Exclusive Period in which to file a plan is extended to and including January 18, 2001, and the exclusive period during which to solicit acceptances of that plan is extended through and including March 19, 2001.

For the Multicare Debtors, the Exclusive Period in which to file a plan is extended to and including January 19, 2001, and their exclusive period during which to solicit acceptances of that plan is extended through and including March 20, 2001. (Genesis/Multicare Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GRANITE BROADCASTING: Moody's Rate Senior Subordinated Notes Caa1
-----------------------------------------------------------------
Moody's lowered the long term debt ratings of Granite Broadcasting Corporation's $152 million of 8.875% senior subordinated notes, due 2008, $59 million of 9.375% senior subordinated notes, due 2005, and $134 million of 10.375% senior subordinated notes due 2005 to Caa1 from B3. In addition, Moody's lowered Granite's $240 million secured, guaranteed revolving credit facility, maturing 2005 to B1 from Ba3 and the rating of its $231 million of 12.75% cumulative exchangeable preferred stock was lowered to "ca". The senior implied and issuer rating at Granite are B2 and B3, respectively. The outlook is stable.

The ratings are downgraded to reflect Granite's diminished cash flow generation as a result of its heightened investment in its KNTV station, weakness at its WB stations, increased operating and programming expenses at its WB affiliates, and the softening environment for advertising spending. The downgrade incorporates Moody's view that highly leveraged television broadcasters, such as Granite, are especially vulnerable in periods of marginal television advertising spending.

The downgrade further considers that the weakening cash flow generation at Granite diminishes its margin for error given the enormity of its leverage, insufficient interest coverage, and the sizable cash demands that the KNTV transaction has created, including substantial capital and sales infrastructure spending.
On a trailing 12 months basis and as of September 30, 2000, Granite's EBITDA coverage of interest was a mere 1.1 times and its leverage was 9.1 times. Over the same period, EBITDA-less-CapEx-to-interest was 0.7 times, the company's leverage including redeemable preferred was very high at 16.2 times, and its EBITDA margins were well below its peers. While the performance of the company's three, large affiliates have supported the company, they benefited from political and Olympic revenues which will not exist in 2001.

The ratings downgrade also incorporates Granite's need to access additional liquidity in order to service its preferred and debt obligations as well as fund its NBC affiliation agreement and digital compliance expenditures.

Alternatively, Granite's ratings and outlook are supported by the value of the company's asset base, particularly its three, large market stations. Moody's remains mindful that, in the past, Granite has utilized asset sales to reduce leverage. Additionally, Granite's asset base remains attractive because of its broad network affiliations and geographical diversification.
Furthermore, many of Granite's stations are well-positioned in their markets. Management noted, recent ratings data suggests near term improvement in its WB stations.

The B1 rating on the bank credit facility reflects the superior position of the bank facility in the capital structure and the adequacy of the collateral coverage provided by the Granite's asset base. The Caa1 senior subordinated rating reflects its contractual subordination to the secured facility. The "ca" rating of preferred stock reflects its deep subordination relative to both the bank facility and subordinated debt.

Granite Broadcasting is a television broadcaster headquartered in New York, New York.


HARNISCHFEGER: Employing Expert to Assist in Omega Litigation
-------------------------------------------------------------
Harnischfeger Industries, Inc. and Beloit Corporation seek the Court's authority for the employment and retention of Triodyne Inc. as expert in connection with the Omega Papier Wernhausen GmbH v. Harnischfeger Industries, Inc. adversary proceeding (Adversary No. A-00-399).

HII and Beloit are represented by Kirkland & Ellis in connection with the Omega Papier Adversary Proceeding. As Triodyne is highly regarded for its expertise in paper making equipment, including the inspection of such equipment and the review of design specifications, design drawings and contract documents, the Debtors require Triodyne's services in litigation, consulting and/or expert testimony in defending against Omega Papier's
asserted $36 million administrative claim, K&E tells Judge Walsh. Triodyne has performed such services for the Debtors since 1973, including the representation of Beloit and HII in approximately 190 matters. The Debtors believe that Triodyne is well-qualified and able to provide them with the necessary services in a cost-effective, efficient, and timely manner.

Pursuant to the agreement for the retention of Triodyne, Triodyne will provide information, prepare studies or reports, participate in meetings, review materials, and undertake tasks for K&E as counsel to HII and Beloit. Triodyne's work, opinions, conclusions and communications will be covered by the attorney-client privilege and attorney work product rule to the extent provided by law, and Triodyne agrees to do all things necessary to preserve those privileges. Triodyne agrees to maintain documents and
information acquired in strict confidence even after the termination of the work and matter.

Subject to the Court's approval, the Debtors agree to pay Triodyne
customary rates of:

   Professional Fees for Engineering Services, including
   Deposition, Trial Testimony, Field Inspections,
   Reports, Travel Time, and Safety Recearch

        Principal Engineer                         $175/Hour
        Senior Engineer                            $l6O/Hour
        Project Engineer                           $145/Hour
        Technician                                 $ 85/Hour
        Ralph L. Barnett                           $210/Hour
        Ralph L. Barnett Inspection Time Only
         (When Accompanied by Other Personnel)     $145/Hour

The parties agree that all major work done in the areas of literature searches, model making, graphic work for trial, and large scale experimentation, are to be billed on the basis of individual quotations.

The Debtors also seek authority for Triodyne to be reimbursed for the fees and expenses it pays in connection with the retention of John Stark and Sandor Vajna as additional experts in an amount not to exceed $10,000. If the amount paid by Triodyne to these additional experts exceeds $10,000, then such experts will be retained under section 327(a) of the Bankruptcy Code. Triodyne covenant to submit interim and final fee applications for
reimbursement of this and other expenses in accordance with the Bankruptcy Rules, the Local Rules and Orders of the Bankruptcy Court, and for significant expenses exceeding $5,000 will seek prior approval if possible. Triodyne also agrees to file fee applications with the Bankruptcy Court after sending bills to James A. Chokey, Executive Vice President for Law and Governmental Affairs at HII, with a copy to K&E.

The Debtors submit that to the best of their knowledge, Triodyne does not have any adverse connection with the Debtors, the Debtors' creditors, or any other party-in-interest. The Debtors believe that the services that Triodyne will provide are necessary to enable them to maximize the value of their estates and to reorganize successfully. (Harnischfeger Bankruptcy News, Issue No. 32; Bankruptcy Creditors' Service, Inc., 609/392-0900)


HASBRO INC: Moody's Reviewing Ratings for Further Downgrade
-----------------------------------------------------------
Moody's lowered the long-term and short- term ratings of Hasbro Inc. to Baa3 and Prime-3 from Baa1 and Prime-2, leaving the ratings on review for further possible downgrade. The downgrade followed the company's announcement that earnings for the year are likely to be even lower than expected in previous earnings warnings. Results are being negatively affected by soft U.S. sales of Pokemon products and Star Wars products, a shortage of electronic components needed for certain of its products, and losses at its interactive unit. The company's announcement that it had reached an agreement to sell the interactive unit in a mostly stock transaction to France-based Infogrames Entertainment Company, should result in an end the losses from that unit next year.

The ongoing review will consider the uncertainties surrounding the company's final restructuring plans, the conclusion of the sale of the interactive businesses, and Hasbro's financing plans going forward. Moody's is concerned that a generally soft retail environment could affect toys sales during the holiday season.
Moody's said that the company's ratios for the year 2000 will be extremely weak for the current rating level, so a key consideration will be the prospects for recovery next year.

The following ratings were downgraded and left on review for
possible further downgrade:

   a) Senior Unsecured debt rating to Baa3 from Baa1

   b) Prospective rating for subordinated debt to (P)Ba1 from
       (P)Baa2

   c) Rating of the company for short-term debt to Prime-3 from
       Prime-2

Leverage has risen in recent years due to a number of acquisitions, and reflects a management decision earlier this year to adopt a more aggressive financial posture through the acceleration of share repurchases in a debt-financed Modified Dutch Auction Tender Offer. At the same time, the company had become increasingly dependent on more volatile sources of revenue, including products related to the success of various hit movies.
Softness for certain products at retail and problems with sourcing chips are contributing to the pressure on this year's result, which is heavily weighted to the second half. In Moody's view, the toy industry has experienced a fundamental shift in the predictability of earnings due to changing play patterns, the increasing appeal of interactive toys, and the greater correlation of certain sales with the less certain success of movies, books and other entertainment industry ventures.

Hasbro, Inc. headquartered in Pawtucket, Rhode Island, is a worldwide leader in children's and family leisure time and entertainment products and services, including the design, manufacture and marketing of games and toys ranging from traditional to high-tech.


INDEPENDENT HEALTH: S&P Lowers Financial Strength Rating to BBpi
----------------------------------------------------------------
Standard & Poor's has lowered its financial strength rating on Independent Health Association Inc. to double-'Bpi' from triple-'Bpi', reflecting extremely weak earnings.

This not-for-profit corporation, based in Buffalo, N.Y., was incorporated in 1977.

Major Rating Factors:

   -- Operating performance has been weak, with net underwriting
       losses of $14.5 million in 1999 and $8 million in 1998.

   -- The company's risk-based capitalization is good, as
       indicated by a Standard & Poor's capital adequacy ratio of
       120% at year-end 1999.

   -- Liquidity is good, with a Standard & Poor's liquidity ratio
       of 128.6%. Enrollment is weak, based on an average
       participant decline of 3.8% over the past three years.


INTEGRATED HEALTH: Third Motion to Extend Removal Period
---------------------------------------------------------
Integrated Health Services, Inc., and its debtor-affiliates sought and obtained the Court's approval, pursuant to Bankruptcy Rule 9006(b), for a further extension through and including April 2, 2001 by which they may file notices of removal of pre-petition civil actions under Bankruptcy Rule 9027(a).

The Debtors believe that they may be party to pre-petition actions pending in the courts of various states and federal districts. However, Because the attention of the Debtors' personnel and management has been focused primarily on stabilizing the business, administering the bankruptcy proceeding and developing a business plan to take the Debtors through reorganization, the Debtors and their professionals have not had sufficient time to fully review
all of the Pre-Petition Actions to determine if any should be removed pursuant to Bankruptcy Rule 9027(a).

The Debtors believe that the extension will afford them an opportunity to make fully informed decisions concerning the removal of each Pre-Petition Action and will assure that the Debtors do not forfeit the valuable rights afforded to them under 28 U.S.C. section 1452. Therefore, the Debtors submit that the
relief requested is in the best interests of the Debtors, their estates and their creditors. (Integrated Health Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service, Inc., 609/392-0900)


KCS ENERGY: Shareholders File 3rd Proposed Plan of Reorganization
-----------------------------------------------------------------
KCS Energy, Inc. (NYSE: KCS) announced that a third proposed plan of reorganization has been filed by certain shareholders, with KCS Energy, Inc. as a co-proponent, in the U.S. Bankruptcy Court for the District of Delaware . The plan proposes full reinstatement of the Company's Senior Notes and Senior Subordinated Notes (with past due interest paid in cash) and that all other creditors be paid in full in cash.

Previously, the Bankruptcy Court ruled it would consider such a plan on January 31, 2001 when it considers the other two proposed plans.

KCS is an independent energy company engaged in the acquisition, exploration and production of natural gas and crude oil with operations in the Mid-Continent and Gulf Coast regions. The Company also purchases reserves (priority rights to future delivery of oil and gas) through its Volumetric Production Payment program. For more information on KCS Energy, Inc., please visit the Company's web site at http://www.kcsenergy.com.


LOEWEN: Description of New Securities to be Issued Under Plan
-------------------------------------------------------------
The Joint Plan of Reorganization proposed by The Loewen Group International, Inc., et al., provides that, as of the Effective Date, Reorganized LGII will be authorized to issue 100,000,000 shares of New Common Stock, par value $0.01 per share.

Reorganized LGII will issue an aggregate of 40,000,000 shares of New Common Stock to holders of Allowed Claims in Classes 5, 6 and 9, plus, if applicable, an as yet undetermined number of shares of New Common Stock to certain holders of Allowed Interests in Class 15. The Debtors believe that the number of shares that may be issued in respect of Class 15 will not be material.

In addition, 4,500,000 shares of New Common Stock will be reserved for issuance under the Equity Incentive Plan, including 2,475,000 shares underlying options expected to be granted as of the Effective Date. Such options will have a per share exercise price equal to the average of the daily closing sales price per share of the New Common Stock as reported on The Nasdaq Stock Market for the 30 consecutive trading days immediately following the Effective Date and will become exercisable in cumulative
installments with respect to 25% of the shares on the first and second anniversaries of the date of grant and with respect to the remaining 50% of the shares on the third anniversary of the date of grant.

The holders of New Common Stock will be entitled to one vote for each share held of record on all matters submitted to a vote of stockholders and will not have cumulative voting rights. Holders of New Common Stock will be entitled to receive ratably such dividends as may be declared by Reorganized LGII's Board of Directors out of funds legally available for payment of dividends. However, it is not presently anticipated that dividends will be paid on New Common Stock in the foreseeable future.

In the event of a liquidation, dissolution or winding up of Reorganized LGII, holders of New Common Stock will be entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preference of any New Preferred Stock. Holders of New Common Stock will have no preemptive, subscription, redemption or conversions rights.

All of the outstanding shares of New Common Stock to be issued pursuant to the Plan will be, upon such issuance, validly issued, fully paid and nonassessable.

                   New Five-Year Secured Notes

Under the Plan, on the Effective Date, holders of Allowed CTA Note Claims in Class 5 may receive, among other things, New Five-Year Secured Notes in respect of their Claims. New Five-Year Secured Notes will not be issued if the Exit Financing Term Loan Closing occurs.

The New Five-Year Secured Notes are to be issued under the New Five-Year Secured Notes Indenture to be dated as of the Effective Date between Reorganized LGII and the trustee named therein.

The New Five-Year Secured Notes will mature on the fifth anniversary of the Effective Date and will bear interest at the rate of the London Interbank market rate of interest plus 2% per annum, payable semiannually on June 15 and December 15 of each year, commencing June 15, 2001.

Reorganized LGII will pay the amount of principal of the New Five-Year Secured Notes in accordance with a schedule:

                Date                    Principal Repayment
                ----                    -------------------
   1st anniversary of Effective Date         $10 million
   2nd anniversary of Effective Date         $20 million
   3rd anniversary of Effective Date         $30 million
   4th anniversary of Effective Date         $40 million
   5th anniversary of Effective Date        $150 million

* Ranking and Collateral

The New Five-Year Secured Notes will be senior and secured by the capital stock of Restricted Subsidiaries, each of which will be wholly owned directly or indirectly by Reorganized LGII.

The security interest in such capital stock will be subject to release in order to effectuate mergers or certain permitted asset sales.

* Optional Redemption, Mandatory Offer to Repurchase upon a Change
  of Control

The New Five-Year Secured Notes are redeemable at any time at the option of Reorganized LGII, in whole or in part.

Upon the occurrence of a Change of Control, Reorganized LGII will be required to offer to purchase all of the then-outstanding New Five-Year Secured Notes. The price of any such redemption or repurchase of the New Five-Year Secured Notes shall be equal to 100% of the stated principal amount plus accrued and unpaid interest to the applicable redemption or repurchase date.

* Amendment, Waiver or Modification of Indenture

The affirmative vote of the holders of at least a majority of the
aggregate principal amount of the New Five-Year Unsecured Notes will be required to approve amendments, waivers or other modifications to the New Five-Year Unsecured Notes Indenture other than amendments, waivers or other modifications customarily requiring unanimous noteholder approval.

* Remedies upon Default

After an Event of Default has occurred and is continuing under the New Five-Year Secured Notes Indenture, the trustee or holders of at least 25% of the aggregate outstanding principal amount of the New Five-Year Secured Notes may declare the entire principal amount of and accrued and unpaid interest on the New Five-Year Secured Notes to be immediately due and payable. The holders of a majority in outstanding principal amount of the New Five-Year Secured Notes may rescind any such acceleration as provided
in the New Five-Year Secured Notes Indenture.

                New Two-Year Unsecured Notes

Under the Plan, on the Effective Date, holders of Allowed CTA Note Claims in Class 5 may receive, among other things, New Two-Year Unsecured Notes in respect of their Claims. New Two-Year Unsecured Notes will be issued only if the Realized Asset Disposition Proceeds Amount is less than $165 million. The New Two-Year Unsecured Notes are to be issued under the New Two-Year Unsecured Notes Indenture to be dated as of the Effective Date between Reorganized LGII and the trustee named therein.

The New Two-Year Unsecured Notes will mature on the second anniversary of the Effective Date and will bear interest at a rate of 12 1/4% per annum, payable semiannually on June 15 and December 15 of each year, commencing on June 15, 2001.

* Ranking

The New Two-Year Unsecured Notes will be unsecured senior obligations of Reorganized LGII, ranking equally with other senior unsecured indebtedness of Reorganized LGII (including the New Seven-Year Unsecured Notes), senior to any subordinated indebtedness of Reorganized LGII, and effectively junior to any secured indebtedness of Reorganized LGII (including the New
Five-Year Secured Notes) and all liabilities of Reorganized LGII's
subsidiaries.

* Optional and Mandatory Redemption; Mandatory Offer to Repurchase
  upon a Change of Control

The New Two-Year Unsecured Notes are redeemable at any time at the option of Reorganized LGII, in whole or in part.

In addition, Reorganized LGII will be required to apply Net Proceeds received following the Effective Date in respect of the sale of any Disposition Properties to the redemption of the New Two-Year Unsecured Notes, unless the amount of such Net Proceeds would be an amount less than $5 million, in which case such Net Proceeds shall be carried forward and applied to redemption until the aggregate amount is $5 million or more.

Furthermore, upon the occurrence of a Change of Control, Reorganized LGII will be required to offer to purchase all of the then-outstanding New Two-Year Unsecured Notes. The price of any such redemption or repurchase of the New Two-Year Unsecured Notes shall be equal to 100% of stated principal amount plus accrued and unpaid interest to the applicable redemption or repurchase date.

* Amendment, Waiver or Modification of Indenture

The affirmative vote of the holders of at least a majority of the
aggregate principal amount of the New Two-Year Unsecured Notes will be required to approve amendments, waivers or other modifications to the New Two-Year Unsecured Notes Indenture other than amendments, waivers or other modifications customarily requiring unanimous noteholder approval.

* Remedies upon Default

After an Event of Default has occurred and is continuing under the New Two-Year Unsecured Notes Indenture, the trustee or holders of at least 25% of the aggregate outstanding principal amount of the New Two-Year Unsecured Notes may declare the entire principal amount of and accrued and unpaid interest on the New Two-Year Unsecured Notes to be immediately due and payable. The holders of a majority in outstanding principal amount of the New Two-Year Unsecured Notes may rescind any such acceleration as provided in the New Two-Year Unsecured Notes Indenture.

                New Seven-Year Unsecured Notes

Under the Plan, on the Effective Date, holders of Allowed CTA Note Claims in Class 5 will receive, among other things, New Seven-Year Unsecured Notes in respect of their Claims.

The New Seven-Year Unsecured Notes are to be issued under the New Seven-Year Unsecured Notes Indenture to be dated as of the Effective Date between Reorganized LGII and the trustee named therein.

The New Seven-Year Unsecured Notes will mature on the seventh anniversary of the Effective Date and will bear interest at the rate of 12 1/4% per annum, payable semiannually on June 15 and December 15 of each year, commencing June 15, 2001.

* Ranking

The New Seven-Year Unsecured Notes will be unsecured senior obligations of Reorganized LGII, ranking equally with other senior unsecured indebtedness of Reorganized LGII (including the New Two-Year Unsecured Notes), senior to any subordinated indebtedness of Reorganized LGII, and effectively junior to any secured indebtedness of Reorganized LGII (including the New Five-Year Secured Notes) and all liabilities of Reorganized LGII's
subsidiaries.

* Optional Redemption; Mandatory Offer to Repurchase upon a Change
  of Control

The New Seven-Year Unsecured Notes are redeemable from and after the third anniversary of the Effective Date, at the option of Reorganized LGII, in whole or in part. The price of any such redemption of the New Seven-Year Unsecured Notes shall be equal to the redemption prices, plus accrued and unpaid interest to the applicable redemption date:

From the 3rd to the 4th anniversary of the
  Effective Date  . . . . . . . . . . . . . . . . . . . .   102.0%
From the 4 th to the 5 th anniversary of the
  Effective Date  . . . . . . . . . . . . . . . . . . . .   101.0%
Thereafter . . . . . . . . . . . . . . . . . . . . . . . .  100.0%

Furthermore, upon the occurrence of a Change of Control, Reorganized LGII will be required to offer to purchase all of the then outstanding New Seven-Year Unsecured Notes at a purchase price equal to the lesser of

(a) 101% of the principal amount plus accrued and unpaid interest
      and

(b) the applicable redemption price.

* Amendment, Waiver or Modification of Indenture

The affirmative vote of the holders of at least a majority of the
aggregate principal amount of the New Seven-Year Unsecured Notes will be required to approve amendments, waivers or other modifications to the New Seven-Year Unsecured Notes Indenture other than amendments, waivers or other modifications customarily requiring unanimous noteholder approval.

* Remedies upon Default

After an Event of Default has occurred and is continuing under the New Seven-Year Unsecured Notes Indenture, the trustee or holders of at least 25% of the aggregate outstanding principal amount of the New Seven-Year Unsecured Notes may declare the entire principal amount of and accrued and unpaid interest on the New Seven-Year Unsecured Notes to be immediately due and payable. The holders of a majority in outstanding principal amount of the New Seven-Year Unsecured Notes may rescind any such acceleration as
provided in the New Seven-Year Unsecured Notes Indenture.

                New Unsecured Subordinated Notes

It is presently anticipated that, pursuant to the Blackstone Settlement, on the Effective Date Reorganized LGII will issue to Blackstone the New Unsecured Subordinated Note in the original principal amount of $25 million, in exchange for all of the outstanding common stock of Rose Hills held by Blackstone.

It is presently anticipated that the New Unsecured Subordinated Note will mature on the tenth anniversary of the Effective Date and will bear interest at the rate of 123% per annum, payable semiannually on June 15 and December 15 of each year, commencing June 15, 2001.

It is also anticipated that the New Unsecured Subordinated Note will be expressly subordinated to all senior debt of Reorganized LGII, will be convertible into New Common Stock at an initial conversion rate equal to the assumed per share reorganization equity value and will contain events of default, covenants and other terms to be agreed by the Debtors and Blackstone.

If Reorganized LGII and the Exit Financing Facility Agent Bank agree on satisfactory terms for the Exit Financing Term Loan and the Exit Financing Term Loan Closing occurs, the New Five-Year Secured Notes will not be issued pursuant to the Plan, but rather the amount of cash to be distributed to holders of Allowed Claims in Class 5 would be increased by $250 million. (Loewen Bankruptcy News, Issue No. 30; Bankruptcy Creditors' Service, Inc., 609/392-0900)


LOEWEN: Rock of Ages Inks Deal for 16 Cemeteries in Kentucky
------------------------------------------------------------
Rock of Ages Corp. (Nasdaq:ROAC) announced that it has agreed to
acquire 16 cemeteries and one granite memorial retailer in Kentucky currently owned by the Loewen Group Inc.

An agreement between Loewen and Keith & Keith Enterprises LLC for the purchase of 31 funeral homes, 20 cemeteries and a monument retailer has been approved by the United States Bankruptcy Court for the District of Delaware that is supervising Loewen's voluntary reorganization under Chapter 11 of the U.S. bankruptcy code.

Rock of Ages will acquire the 16 cemeteries and the memorial retailer as the designee of Keith & Keith, a real estate investment partnership owned by John Keith and Roy Keith Jr., who are both employees and officers of Rock of Ages or its affiliates. The transactions are expected to close by Dec. 31, 2000, and are
subject to certain closing conditions.

"This acquisition is an exceptional opportunity for Rock of Ages to dramatically expand our granite memorial market in Kentucky. The acquired businesses currently generate revenue of approximately $7.5 million annually, primarily from the sale of cemetery lots and flush markers," said Kurt Swenson, chairman and chief executive officer of Rock of Ages.

"We believe that we can increase this contribution in two ways. First, we will open new retail memorial sales locations at the cemeteries that are not close to any of the retail outlets we already own in this state.

"Second, 14 of the 16 cemeteries involved in the transaction currently allow only flush bronze markers. We plan to establish upright granite monument sections in all but one of the 16 cemeteries, which will give our customers freedom of choice in memorials and provide us with the opportunity to expand sales of Rock of Ages-branded memorials.

"Our retail growth strategy is to create an integrated network to better and more efficiently serve consumers by providing them with more choices of memorials in each of the geographic regions in which we operate.

"Because Rock of Ages already has a good retail presence in the Kentucky market, all of the operational and management assets we need to properly integrate this new cemetery model into our overall retail concept are already in place. So we see this as a logical and low-risk opportunity to expand our retail business.
Based on our experience in Kentucky, we would consider acquiring
additional cemeteries in other regions if circumstances warrant," Swenson added.

The CEO said that John Keith will relinquish his position as Rock of Ages' chief operating officer of the company's Retail Division shortly after the closing to assume responsibility for all of the company's operations in Kentucky and Southern Illinois.

He said that Chief Financial Officer John Forney will assume the additional title of COO of the Memorials Division, a newly created division including Rock of Ages' manufacturing and retail businesses.

About Rock of Ages

Rock of Ages (www.rockofages.com) is the largest integrated granite quarrier, manufacturer and retailer of finished granite memorials and granite blocks for memorial use in North America.


NATIONAL AIRLINES: Files for Chapter 11 in Nevada
-------------------------------------------------
National Airlines Inc. filed a voluntary petition for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Nevada.

The bankruptcy filing was necessitated by the burden of escalating fuel prices. National Airlines is continuing all normal business operations and will continue uninterrupted services to its customers.

"We want to assure our customers that we will continue to operate on a normal schedule without interruption, and we are dedicated to serving our customers' needs today while we strengthen our ability to provide them with high-quality service well into the future," said Michael J. Conway, president and CEO of the airline.
"Protecting customer interests and providing them with exceptional customer service has been and remains one of our top priorities."
National Airlines is taking steps to ensure it will continue to meet its obligations to its employees and essential vendors. "We are focused on structuring the balance sheet to allow National Airlines to become stronger and more viable in the future," Conway said. "We remain dedicated to our business and believe that our financial situation is a short-term issue that can be successfully managed through the reorganization process."

He added, "We have carried more than 2 million passengers in less than 16 months of flying. We have been recognized as one of the best airlines in the industry for customer service. We are operating with unit costs that are lower than any other U.S. major airline. And we have the best employees, bar none. The fact of the matter is, the more established airlines have deeper pockets that help them to withstand these kinds of fuel prices.

"Once we have completed the reorganization process, we expect National Airlines to emerge as a stronger company with a sound financial structure that is appropriate not only for today's level of business activity, but also for the future," the CEO stated. "The decision to file for Chapter 11 protection was difficult, but necessary in order to protect our ability to meet our obligations to our customers."

The following is a brief history of National Airlines' major accomplishments:

April 12, 1995  Company founded
July 27, 1998   Completed private placement fundings of   
                 approximately  $50 million
Feb. 11, 1999  Company receives Certificate of Convenience and Public
               Necessity from DOT
Feb. 12, 1999  Received delivery of first Boeing 757 aircraft
April 19, 1999 Company begins taking reservations
May 20, 1999   Company receives Air Carrier Operating Certificate from
               FAA
May 27, 1999   Inauguration of service at Las Vegas, Los Angeles and
               Chicago
June 14, 1999  Began new service at New York JFK
June 24, 1999  Began new service at San Francisco
Sept. 30, 1999 Began new service at Dallas/Ft. Worth
Nov. 4, 1999   Began new service at Philadelphia
Dec. 29, 1999  Opened National Airlines Vacations tour packaging
               division
Jan. 27, 2000  Began new service at Miami
April 12, 2000 Carried 1 millionth passenger
July 13, 2000  Began new service at Newark
Sept. 15, 2000 Carried 2 millionth passenger
Oct. 26, 2000  Began new service at Washington, D.C.

National Airlines operates one of the industry's most modern, fuel-efficient, all-Boeing fleets of 757 jet aircraft. Each aircraft is comfortably configured with 175 seats, including 22 in first class. The carrier currently serves Chicago Midway, Dallas/Ft. Worth, Los Angeles, Miami, Newark, New York JFK, Philadelphia, San Francisco and Washington, D.C., with nonstop flights to and from its Las Vegas hub.

National Airlines will begin new service at Chicago O'Hare on Jan. 25, 2001, with nonstop service to and from Las Vegas. Reservations can be made by calling a travel agent, National Airlines at 888/757-JETS (5387), or through the company's Web site at www.nationalairlines.com. Custom air-and-hotel packages to Las Vegas are available through National Airlines Vacations at 888/LAS-TOUR (527-8687) or by calling a travel agent.


NATIONAL AIRLINES: Case Summary and 21 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: National Airlines, Inc.
         6020 Spencer Street
         Las Vegas, Nevada 89119

Type of Business: National Airlines offers full-service scheduled
                   passenger jet service between its Las Vegas hub
                   and major metropolitan areas throughout the
                   United States.

Chapter 11 Petition Date: December 6, 2000

Court: District of Nevada

Bankruptcy Case No.: 00-19258

Judge: Linda B. Riegle

Debtor's Counsel: Craig D. Hansen
                  James D Thomas
                  Jonathan E. Hess
                  40 North Central #2700
                  Phoenix, AZ 85004
                  (602) 528-4000
                  
                        and
     
                  James Patrick Shea
                  233 S 4th St #200
                  Las Vegas, NV 89101
                  (702) 471-7432


Total Assets: $ 103,464,700
Total Debts : $ 119,506,900

21 Largest Unsecured Creditors:

Harrah's                         Loan and Letter
                                  of Credit           $ 17,173,848

General Electric
Capital Corporation
c/o GE Capital Aviation
Services, Inc.                  Debt                 $ 11,860,411
201 High Ridge Road                                   (value of   
Stanford, CT 06927                                     security is
(203) 357-3760                                          unknown)

Boeing Nevada, Inc.
c/o Boeing Capital Corp
P.O. Box 3707, M/C 6Y-16
Seattle, Washington 98124-2207
(425) 393-1078                   Debt                  $ 6,061,600

Gate Gourmet                     
P.O. Box 93051
Chicago, IL 60673                Catering              $ 3,650,265

Taesl
2180 Eagle Parkway
Fort Worth, TX 76161-0024
(817) 224-0255                   Engine Maintenance    $ 2,259,113

BF Goodrich
P.O. Box 931524
Cleveland, OH 44193-5003           
(612) 317-7713                   Repair Orders         $ 1,978,586

March Firs/US Web
P.O. Box 45166
Location 128
San Francisco, CA 94145          Information
(602) 824-2020                    Systems              $ 1,784,656

JFK International Air Terminal
P.O. Box 11527
New York, NY 10286-1527          Landing Fees/Rents    $ 1,723,747
Aviation Sales Company
P.O. Box 2120                    Aircraft Part
Carol Stream, IL 60132-2120       Provider             $ 1,710,286

E.B. Lane & Associates Inc.
3 West McDowell Road
Phoenix, AZ 85007                Advertising           $ 1,381,673

Harrah's Entertainment, Inc.
5100 W. Sahara Ave Suite 200
Las Vegas, NV 89146              Debt                    $ 935,195

Clark County Dept of Aviation
P.O. Box 11005
Las Vegas, NV 89111-1005
(702) 261-5172                   Landing Fees/Rents      $ 853,466

McCarran International Airport
P.O. Box 11005
Las Vegas, NV 89111-1005
(702) 261-5186                   PFC Payments            $ 786,213

PRA Solutions
901 Marquette Ave., Ste. 1600
Minneapolis, MN 55402-3210       Information Systems     $ 666,332

Port Authority of NY & NJ
P.O. Box 17309
Newark, NJ 07194-0001            Landing Fees/Rents      $ 624,272

Swissport USA, Inc.
P.O. Box 79062
Baltimore, MD 21279-0062
(703) 742-4378                   Ground Handling         $ 580,157

Northwest Airlines, Inc.
NW 8550
P.O. Box 1450
Minneapolis, MN 55485            Ground Handling         $ 534,795

Boeing Comm. Airplanes Group
P.O. Box 3707
Seattle, WA 98124-2207           Aircraft Parts          $ 495,063

Mercury Air Group
P.O. Box 90158
Los Angeles, CA 90009
(310) 827-2737                   Fuel                    $ 488,561
?iessen
10781 Forbes Ave
Garden Grove, CA
(714) 265-6243                   Aircraft Parts          $ 396,490

Howard Johnson Plaza Hotel
851 Eighth Ave
New York, NY 10019
(212) 581-7000                   Crew Hotel              $ 381,376


OWENS CORNING: Debtors Ask Court to Approve Servicelane Agreement
-----------------------------------------------------------------Owens Corning asks that Judge Walrath authorize it to enter into and consummate an Agreement and Plan of Merger with
ServiceLand.com, Inc.  Under this Merger Agreement, Owens Corning will transfer assets relating to its business of providing installed sales of roofing, siding and windows directly to homeowners under the Owens Corning name, also known as the "Sell, Furnish and Install", or "SFI" business, to a newly formed subsidiary named Holdco. Holdco will in turn create a merger subsidiary that will merge into ServiceLand. Owens Corning will retain approximately 53% of Holdco's fully-diluted capital
stock, subject to reduction to 49% in the event of a future equity
financing meeting certain criteria. SL's current equityholders will receive 32% of Holdco's fully-diluted equity. The remaining 15% of Holdco's capital stock will be reserved for issuance to Holdco's stock option plans.

The parties to the Merger Agreement are Owens Corning, SL.com. Inc., Panther Acquisition Corp., Servicelane.com, Inc., L. Leonard Blaylock IV, and Venkatesh Kumar.

The Debtors have urged that the combination with SL will permit the SFI business - currently in only a few markets - to expand nationally over the next year. In addition, several key Owens Corning customers, including contractors and retailers, have expressed concern that the SFI business is in direct competition with them. Transferring the SFI business to a separate entity will help alleviate those concerns.

Owens Corning began developing its SFI business in late 1999. In
February 2000, Owens Corning entered into an exclusive agreement with Lowes Home Improvement Warehouse, the world's second largest retailer of home improvement products, for the development of the SFI business. Under the Lowes Agreement, Owens Corning set up kiosks in Lowes' stores to generate leads from Lowes customers for home-improvement projects. Owens Corning subsequently entered into a similar agreement with HomeBase, a West Coast home-improvement products retailer.

When the leads generated at a Lowes or HomeBase store kiosk result in a contract with a home-owner, Owens Corning acts as general contractor on the project and supervises the work of local subcontractors who use, as appropriate, Owens Corning products. Owens Corning warrants both the contractor's workmanship and the products used on such a job. The Debtors stated that Owens Corning's warranty - from what the Debtors described as a single, highly credible general contractor for the entire project - is a valuable inducement to generating business with potential customers.

Approximately 30-35 Owens Corning employees conduct the SFI business. Revenues from the SFI business have grown monthly, and Owens Corning anticipates that revenues for October 2000 totaled approximately $350,000. Owens Corning currently operates the SFI business in approximately 55 HomeBase stores and approximately 42 Lowes stores. The Lowes stores are principally in the Southern Ohio, Dallas-Ft. Worth, and Chicago markets. The Debtors advised that Lowes has told the Debtors that it wishes to expand its relationship with the SFI business over the coming year to an additional 250 stores nationwide.

ServiceLane developed and operates its ServiceLane.com web site offering home-owners referrals to local, screened professionals for home-cleaning, maintenance, moving, landscaping, and other services. SL's principals include former executives of Oracle Corporation and Dell Computer Corporation.

SL's web site business includes significant proprietary technology; an on-line service request process, service provider certification and rating systems, and routing technology that matches contractors to customers based on availability and expertise. The ServiceLane.com web site permits potential customers to describe in detail the services that they need, make selections from a range of products, and obtain a confirmed appointment with an in-house sales person.

Over the past several months, Owens Corning and SL have discussed
combining Owens Corning's SFI business and SL's technology-based
infrastructure. Owens Corning believes that a combination of the Owens Corning SFI business and SL's web site will enable Owens Corning to expand the SFI business on a nationwide basis in a cost-effective manner. Owens Corning and SL have engaged in extensive, arms-length negotiations in contemplation of a business combination. These negotiations have resulted in the proposed business combination transaction set out in the Merger Agreement.

Under the Merger Agreement, Owens Corning will transfer assets relating to its SFI business, including the Lowes Agreement, the HomeBase Agreement, other contracts, and assets used in the SFI business to Holdco. Owens Corning will also contribute $4 million to Holdco to fund post-closing operating expenses.

Twenty to twenty-five Owens Corning employees engaged in the SFI
business will become SL employees. Charles Stein, Owens Corning's Vice President of Remodeling Services, will become Holdco's Chief Executive Officer.

The Debtors advised Judge Walrath that Owens Corning and SL contemplate that, after the transaction closes, SL will seek a new equity investment from a third party for at least $10 million. Owens Corning and SL have discussed this new financing with several potential investors, including current strategic partners in the SFI business.

Under the Merger Agreement, Holdco will assume the pre-existing warranty obligations of the SFI business from Owens Corning. Owens Corning will transfer to Holdco certain cash reserves that it has maintained on account of those warranty obligations. It is a condition to consummation of the Merger Agreement that the Court's order approving the transaction expressly provide that Holdco will only assume the OC liabilities expressly identified in the Merger Agreement, and that Holdco will not assume any other Owens Corning liabilities, including without limitation any asbestos-related liabilities.

Other material terms include:

   (a) Non-compete Agreement. Owens Corning has agreed that it and
its subsidiaries will not compete with Holdco and SL in the SFI
business. (The form of Non-compete Agreement was not attached to the Motion and has been described by the Debtors as containing proprietary information.)

   (b) Strategic Alliance. Owens Corning will provide to SL certain warranty, promotional and customer-support services, and promotional and start-up subsidies. (The form of Strategic Alliance Agreement was not attached to the Motion and has been described by the Debtors as containing proprietary information.)

   (c) Indemnification. Subject to certain specified limitations,
Owens Corning and SL's current stockholders will indemnify each other for damages resulting from breaches of the Merger Agreement's representations, warranties and covenants and for intentional misrepresentations, and Owens Corning will indemnify SL's current stockholders for all Owens Corning liabilities other than those expressly assumed by Holdco, including without limitation product liability, negligence, or asbestos-related liabilities.

   (d) Break-up Fee. Under certain circumstances, Owens Corning will pay SL a $250,000 break-up fee if the Merger Agreement terminates or the closing fails to occur because of a breach by Owens Corning of its representations, warranties or covenants.

   (e) Repurchase Option. Holdco has a repurchase option under which it may reduce Owens Corning's equity interest in the event of consummation of a new financing at a pre-money valuation of $90 million. (The form of Repurchase Option Agreement was not attached to the Motion and has been described by the Debtors as containing proprietary information.)

   (f) Bridge Financing. Owens Corning may, in its sole discretion, make an additional $2 million investment in Holdco in the form of convertible debt, which debt could be converted at Owens Corning's option into additional equity in Holdco.

   (g) Transaction Fees. Holdco will pay all transaction fees
incurred by Owens Corning and SL in the transaction, including SL's attorney fees and Owens Corning's pre- and post-petition attorney fees.

   (h) Employee Use of Vehicles and Computers. Owens Corning
employees who become Holdco or SL employees and who currently use
vehicles and computer equipment leased by Owens Corning under master leases will be permitted to continue to use those vehicles and equipment for a limited period of time.

   (i) Closing. The closing is subject to several additional
conditions, including a number of third-party consents.

To consummate this merger agreement the Debtors propose to assume and assign to Holdco certain installer non-exclusive requirements contracts with:

                A Mac Aluminum Products
                A to Z Roofing
                Ace Construction
                ACE High Roofing
                Affordable Roofing
                Alamo Seamless Gutter
                American Roof Management
                Andy Swingle Construction
                B B&B Roofing
                Bakers Siding
                Bill Eckert Siding
                CB&S Spouting
                Clements & Sons Roofing
                Clutter Construciton
                Custom Windows of Cincinnati
                DF Home Improvement
                Diamond Roofing
                Dorseys Unlimited Construction
                Dugan & Assoc. Roofing & Siding
                Eagle Ridge Construction & Roofing
                Hanawalt
                Irwin Exteriors
                Michael Wardlow
                Micks Roofing
                Mile High Seamless Gutters
                Mollett Seamless Gutter
                Old World Roofing
                Roof Techs
                Romig Roofing
                S & J Ventures
                Sacramento Valley Roofing
                Sealtight Roofing
                Sitko Construction
                Stager Roofing
                The Glass Company
                Tim Perkins
                Trammel Roofing
                Twins Roofing
                West Valley Builders
                Wilson Bros. Roofing & Construction
                Window & Patio Impressions

and leases with the following entities for the property indicated:

   CALWEST Texas Properties, L.P.     Lease for nonresidential
                                      real property located at
                                      Westfork Center 1475-1555
                                      Avenue S
                                      Grand Prairie, Texas

   Hallmark Trading Company           Lease for nonresidential
                                      real property located at
                                      3960 East Patrick Lane
                                      Las Vegas, Nevada

   HomeBase Inc.                      License Agreement for
                                      Owens Corning to participate
                                      in HomeBase's SFI business

   HomeTech Information Systems,      Software license agreement
   Inc.

   Lowe's Companies, Inc.             License Agreement for Owens
                                      Corning to participate in
                                      Lowe's SFI business

   Mayhew Center, LLC                 Lease for nonresidential
                                      real property located at
                                      3333 Vincent Road
                                      Pleasant Hill, California

These lists do not include the approximately 100 current contracts
between Owens Corning and homeowner-customers of the SFI business which will be assigned to Holdco. For what the Debtors described as "obvious reasons", Owens Corning does not want to send notice to these homeowners that it is assigning their contracts to Holdco. Judge Walrath was assured that Owens Corning and Holdco together will insure that all current projects are completely timely and will make reasonable provisions for the allocation between the two entites of the related expenses and proceeds.

The Debtors have asserted Owens Corning's belief that a combination with a web-based technology platform business such as SL's is essential to accomplish a rapid and efficient nationwide expansion of OC's SFI business. SL's technology will permit OC to respond to web-generated leads as well as leads from Lowes and HomeBase stores, thereby reducing lead-generation costs and SFI business costs generally. SL's technology will enable the post-merger enterprise to process leads efficiently, order and deliver products timely, and track the progress of each project and the performance of each contractor. The ServiceLane.com web site platform is intended to provide a seamless connection between the
business and its customers, contractors and products suppliers and
shippers.

Owens Corning estimates that it would cost $10-15 million to develop a technology platform comparable to SL's. At present, Owens Corning does not have the staff or technological expertise to do so. The proposed Merger transaction will enable the combined enterprise to use web site and related technology already in place to grow and operate the SFI business rapidly and efficiently.

Finally, the Debtors urged that spinning off the SFI business into a new stand-alone entity will make it a more attractive investment
opportunity. Owens Corning and SL have engaged in preliminary discussions with several potential investors, both inside and outside the home-products industry, who have expressed some interest in investing in the combined business enterprise contemplated by this Motion.

Before the commencement of OC's chapter 11 case, Owens Corning and SL had intended to consummate this Merger transaction in October 2000. OC and SL now wish to do so as soon as practicable after obtaining judicial review and approval of the transaction described in the Motion. (Owens-Corning Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service, Inc., 609/392-0900)


PENN TRAFFIC: Slight Increase in Revenues in 3rd Quarter
--------------------------------------------------------
The Penn Traffic Company (Nasdaq: PNFT) announced that revenues for the third quarter ended October 28, 2000 ("Third Quarter Fiscal 2001") were approximately $611.3 million compared to $610.6 million in the prior year, an increase of 0.1 percent. Same store sales decreased 0.1 percent from the comparable prior year period.
EBITDA for the third quarter ended October 28, 2000 was $19.5 million, compared to $25.2 million in the prior year.

Net loss excluding amortization of excess reorganization value was $1.0 million or $0.05 per share in the third quarter. During the quarter, the Company recorded a noncash charge of $27.3 million for amortization of excess reorganization value. Amortization of excess reorganization value is a noncash charge related to the Company's financial restructuring that will end during calendar year 2002. After deduction of this item, the Company reported a net loss of $28.3 million or $1.41 per share.

Third Quarter Fiscal 2001 EBITDA was reduced by an estimated $1.5 million in connection with the launch of a loyalty card program for the Company's 70 Big Bear stores in Ohio and West Virginia. In addition, Third Quarter Fiscal 2001 EBITDA was further reduced by approximately $0.7 million because of the startup of nine supermarkets in Vermont and New Hampshire, which Penn Traffic had formerly leased to the Grand Union Company. In contrast, $3.1 million of income attributable to the Company's prior lease agreement with Grand Union was included in EBITDA in the prior year's third quarter (the 13-week period ended October 30, 1999). Third Quarter Fiscal 2001 results also reflect increases from the prior year in promotional spending to drive sales and launch a number of remodeled stores.

"During the third quarter our company took meaningful steps to improve our long-term position in our markets," said Joseph V. Fisher, Penn Traffic's President and Chief Executive Officer. "Accordingly, as expected we incurred certain one-time costs during the quarter.

"We are particularly pleased with the results of the introduction of our "Wild Card" loyalty card program in our 70 Big Bear stores in September. We believe that this program is increasing our sales and customer loyalty by enabling us to focus more of our promotions on our best customers," said Mr. Fisher.

"We are very pleased with our sales in the fourth quarter, particularly our Thanksgiving holiday business. We attribute this positive sales momentum to a combination of factors, including improved holiday marketing, our in-store merchandising efforts and the impact of the Wild Card. Given the current trends, we believe that we will achieve same store sales growth both for the fourth quarter and the entire fiscal year," said Mr. Fisher.

"Our capital investment program is proceeding on schedule," said Martin A. Fox, Penn Traffic's Executive Vice President and Chief Financial Officer. "Since the beginning of this fiscal year, we have completed 17 major remodels, with four of these projects launched since the beginning of the third quarter. We expect that these capital projects will enhance our future sales and profits."
Since the beginning of the third quarter, Penn Traffic has completed major remodels in Dunkirk and Tonawanda, New York and Lebanon and Columbus, Ohio. "We also have a number of exciting projects in the planning or development stage for next year," said Mr. Fox. During the first three quarters of the current fiscal year, Penn Traffic has invested approximately $48 million in its stores, other facilities and technology. After funding this year's estimated $65 million capital expenditure program, the Company expects that total fiscal year-end debt levels will be at or below its earlier $330 million estimate. The Company currently expects to invest approximately $60 million in capital expenditures for the fiscal year ending February 2, 2002.

"During the past 18 months we have been able to develop a strong management team comprised of Penn Traffic veterans supplemented by the addition of some key industry professionals," said Mr. Fisher. "We are pleased with the progress our management and associates are making in improving Penn Traffic."

The Company does not undertake to update forward-looking statements in this news release to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking information. Assumptions and other considerations that could cause actual results to differ from those set forth in the forward-looking information can be found in the Company's filings with the Securities and Exchange Commission, including the Company's Form 10-Q.

The Penn Traffic Company operates 220 supermarkets in Ohio, West Virginia, Pennsylvania, upstate New York, Vermont and New Hampshire under the "Big Bear," "Big Bear Plus," "Bi-Lo," "P&C" and "Quality" trade names. Penn Traffic also operates wholesale food distribution businesses serving 84 licensed franchises and 77 independent operators.


PILLOWTEX: Seeks Permission to Pay Critical Vendors
---------------------------------------------------
Pillowtex Corporation deems certain vendors and service providers to be critical to their reorganization efforts, and have requested judicial authorization to pay prepetition claims to those vendors and providers.

                        Cotton Vendors

The primarily raw material used in the Debtors' business is cotton. The Debtors purchase significant quantities of cotton and, to reduce the effect of potential price fluctuations in cotton prices, make commitments for a portion of their anticipated future purchases of cotton. The Debtors' purchases of cotton are governed by the Southern Mill Rules. In accordance with these rules, the Debtors pay for all cotton five days after delivery. As of the Petition Dates, therefore, the only amounts owed for cotton
relate to cotton delivered during the five or six days immediately
preceding the Petition Dates.

The Debtors believe that the discretionary payment of the prepetition claims of their cotton vendors is essential to ensure uninterrupted future deliveries. Absent payment of their prepetition claims, the Debtors believe that certain of their cotton vendors may, at least in the short term, refuse to continue deliveries. Because the Debtors maintain very little cotton inventory, the delay in cotton deliveries that would occur
while the Debtors attempted to purchase cotton from alternative sources, assuming sufficient quantities were even available, would disrupt the Debtors' manufacturing processes and seriously jeopardize the Debtors' ability to meet commitments to customers. Moreover, the Debtors' manufacturing equipment and processes are calibrated to handle the particular blend, grade and cut of the cotton the Debtors purchase from their existing suppliers. Cotton from alternative sources would introduce variations in these qualities, creating significant manufacturing inefficiencies and additional delays. Continued delivery and availability of cotton from the Debtors' current suppliers without interruption is crucial to the Debtors' postpetition business stabilization efforts. Finally, these claims may be subject to treatment and payment as reclamation claims since all relate to deliveries of cotton within the five or six days immediately preceding the Petition Dates.

The Debtors estimate that, as of the Petition Dates, the aggregate amount of the Cotton Claims was approximately $2.5 million.

                     Foreign Creditor Claims

Each year the Debtors purchase more than $100 million of imported goods, including yarn, feather, down, down comforter shells and other goods used to manufacture the Debtors' products, from foreign vendors, most of which are in China, Pakistan and India. Many of the foreign vendors sell their products to the Debtors on a cash against documents basis. Although such goods are shipped overseas to the Debtors on credit, the Debtors must pay for those goods before the foreign vendor or their bank will release the
documents necessary for the Debtors to obtain physical possession of the goods. Unless the Debtor pays these prepetition claims, it will be unable to receive the goods from these vendors.

As to those foreign vendors who sell to the Debtors on credit, rather than cash against documents, selective payment is alleged by the Debtors to be necessary to ensure that the Debtors can continue to import goods from countries such as China, Pakistan and India. The foreign vendors in each of these countries are a close-knit community and certain of these vendors are owned or essentially controlled by government authorities. In some cases the Debtors' failure to pay the prepetition claim of the foreign
vendor would create a loss for the related governmental authority. In other cases, the Debtors' failure to pay the prepetition claim of the foreign vendor would force that vendor out of business. In either of these events the Debtors allege that they would be effectively "black-listed" in that country and prevented from continuing to import goods, even pursuant to letters of credit.

                      Single Source Vendors

Certain essential materials required to manufacture certain of the Debtors' products are available only from a single supplier. Because the Debtors have no viable alternatives to obtain substitute goods from other suppliers, the Debtors have determined that, in their discretion, they must be able to satisfy the prepetition claims of these vendors to ensure that these single-source goods will continue to be available without interruption.

The Debtors estimate that as of the Petition Dates the aggregate amount of these claims was approximately $9.2 million.

                        Freight Carriers

In the ordinary course of their businesses the Debtors rely upon numerous freight companies to transport products before, during and after the manufacturing process. The Debtors believe that the payment of the freight carriers' prepetition claims is essential to ensure uninterrupted deliveries, and maintain critical customer relationships.

The Debtors estimate that as of the Petition Dates the aggregate amount of freight carrier claims was approximately $1 million.

                Payment of Issued Checks to Vendors

To implement these payments, the Debtors request that all applicable banks and other financial institutions be authorized and directed by the Bankruptcy court, when requested by the Debtors at the Debtors' sole discretion, to receive, process, honor and pay any and all checks drawn on the Debtors' accounts to pay these prepetition claims whether the checks were presented prior to or after the Petition Date, provided sufficient funds are available in the applicable accounts to make the payments. (Pillowtex Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service, Inc., 609/392-0900)


PUEBLO XTRA: Moody's Lowers All Ratings & Says Outlook Negative
---------------------------------------------------------------
Moody's Investors Service lowered all ratings of Pueblo Xtra International, Inc. Ratings lowered include the $65.0 million revolving credit facility to B2 from B1 and the $177.3 million 9.5% senior unsecured notes to Caa1 from B3. The senior implied rating was lowered to B3 from B2 and the issuer rating to Caa1 from B3. The rating outlook is negative.

The ratings downgrade was prompted by persistent declines in the company's operations over the past several years as evidenced by substantially negative same store sales and declining margins. The company's repurchase of $87.7 million of the senior unsecured notes using cash on hand and the revolving credit facility also prompted the downgrade. Moody's previous opinion had considered that, in spite of the operational challenges confronting the business, the company's large cash balance and inventory of fairly liquid assets provided a liquidity buffer. While we believe that purchasing back debt for less than face value can benefit the company over the longer term, we also anticipate that reducing the company's cash cushion will increase shorter term risks associated with meeting interest payments and other current obligations.

The ratings recognize the company's leveraged financial condition, the increasingly competitive food retailing environment in Puerto Rico, and the geographic concentration of the company's operations (most stores located in Puerto Rico). The ratings also consider that the company's cash position has declined significantly from the January 2000 peak of $96 million with nothing drawn on the bank facility to $7 million with $30 million drawn on the bank facility at November 2000. We believe, unless the current rate of operating cash consumption substantially decreases, the company's liquidity resources will soon become exhausted. However, the company's market position as the most important supermarket chain in Puerto Rico and the U.S. Virgin Islands supports the ratings.

The B2 rating on the revolving credit facility recognizes that this bank loan is secured by virtually all of the company's assets, the capital stock of the company's subsidiaries, and the capital stock of the company. In a default scenario, we believe that the bank lenders would have a high probability of achieving full recovery.

The Caa1 rating on the senior unsecured notes recognizes that these notes are structurally subordinated to a significant amount of effectively senior debt. The notes are issued by the holding company but do not have guarantees from the operating subsidiaries. As a result, these senior notes are structurally subordinated to the bank facility and the trade and lease obligations of the operating subsidiaries. In a default scenario, we believe that the senior unsecured notes would not achieve full recovery.

The negative rating outlook reflects the potential rating consequences over the next two quarters if the company cannot immediately reverse the slide in same store sales. In a distressed scenario, we expect that unresolved operating problems would reduce potential reorganization value.

While the rate of decline has slowed down during the first two quarters of Fiscal 2001, Pueblo's food retailing operations have reported falling same store sales since 1994. Store openings and remodels from locally-owned competitors and from non-traditional competitors (such as K-Mart Supercenters and Sam's Warehouse Clubs) have led to significant increases in food retail space. The company's operating margins have recently declined as Pueblo lowered prices and increased promotions to confront the competition, but we believe winning back disaffected customers will require a sustainable long-term strategy.

Pueblo has resolved virtually all insurance claims related to physical damage caused by Hurricane Georges in September 1998. However, the $69 million business interruption claim is still in the early phases of arbitration and the settlement date and amount are uncertain. We do not believe that it is prudent to rely on proceeds from the pending insurance claim as a liquidity resource.
For the twelve months ending August 2000, EBITDA covered interest expense by 1.2 times but was not sufficient to also cover capital expenditures. Leverage, as measured by debt to EBITDA of 7.4 times, was unsustainably high. Operating margin (disregarding one-time items) fell to 1.3% in the first three quarters of Fiscal 2001 versus 2.9% and 4.9% during the corresponding periods of 2000 and 1999, respectively. However, the rate of change of supermarket same store sales did improve to -7.3% versus -13.7% the prior year. Pro-forma for repurchase of the senior unsecured notes, debt still is uncomfortably high at about 6 times EBITDA and EBITDA covers interest by about 2 times.

Pueblo Xtra International Inc, headquartered in Pompano Beach, Florida, operates 50 supermarkets and 43 Blockbuster video stores in Puerto Rico and the U.S. Virgin Islands.


SAFETY KLEEN: Committee Retains Morris Nichols as Local Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Safety-Kleen Corp. requested, and Judge Walsh granted, authorization for the Committee to employ Robert J. Dehney and the law firm of Morris, Nichols, Arsht & Tunnell of Wilmington, Delaware, as local counsel retroactively to June 23, 2000. The Committee's lead counsel is the firm of Milbank, Tweed, Hadley & McCloy.

As a basis for authority to employ Morris Nichols retroactively, Mr. Dehney cited the extraordinary circumstances present in these cases. The complexity, tremendous dollar amounts, and break-neck speed which have characterized these cases necessitated that the Committee and its professionals, including Morris Nichols, focus their immediate attention on time-sensitive matters brought on by the Debtors. These matters were said by to require that the Committee and its professionals devote substantial resources to the representation of the Committee and begin service as soon
as possible. The Committee argued that no party would be prejudiced by retroactive employment of Morris Nichols because the firm has been active in these cases since its retention by the Committee, and members of the firm have appeared at hearings and served numerous pleadings in these cases, including a formal "Notice of Appearance".

Mr. Dehney averred to Judge Walsh that neither he nor any member of the law firm had any connection with the Debtors, their material secured or unsecured creditors, or any other significant parties in interest or their attorneys in these cases, other than terminated representation of the following entities on matters said to be unrelated to the Debtors' cases:

                Laidlaw Inc.
                Bank of America N.A.
                General Motors Cash Management Master Trust
                Goldman Sachs Credit Partners L.P.
                Royal Bank of Canada
                Textron Financial Corporation
                The Bank of Nova Scotia
                The Fuji Bank Limited
                Triton CDO IV, Limited

Mr. Dehney further disclosed that Morris Nichols presently represents the following parties in interest on matters unrelated to the Debtors' Chapter 11 cases:

                Bank One, N.A.
                Citibank, N.A.
                Rabo Bank Nederland
                DLJ Capital Funding, Inc.
                First National Bank of Chicago
                Firstrust Bank
                General Electric Credit Corporation
                Merrill Lynch Global Investment Series
                Oak Hill Securities Fund, L.P.
                Estate of John Rollins Sr.

Notwithstanding the above, Mr. Dehney further assured the Court that neither the law firm nor him individually represented any interest adverse to the Debtors as Debtors-in-Possession, or to these estates, in the matters upon which judicial approval was sought, and that the firm was a disinterested person within the meaning of the Bankruptcy Code.

The attorneys primarily responsible for this representation and their hourly billing rates are as follows:

            Name               Position           Rate
            ----               --------           ----
      Robert J. Dehney         Partner         $ 340/hour
      Derek C. Abbott          Associate       $ 260/hour
      Gregory W. Werkheiser    Associate       $ 235/hour
      Christine Ingram         Paralegal       $ 105/hour

Mr. Dehney assured the Court that these were the firm's standard hourly rates for work of this sort, but noted that these rates were subject to periodic adjustments to reflect economic and other conditions. (Safety-Kleen Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service, Inc., 609/392-0900)


SCB COMPUTER: Revenues Decline by $10MM in Second Quarter
---------------------------------------------------------
SCB Computer Technology, Inc. (OTCBB:SCBI) announced results for its second quarter and six months ended October 31, 2000. Revenues from continuing operations were $30.8 million compared with $40.3 million for the second quarter ended October 31, 1999. Before special one-time pre-tax charges, the Company reported net income from continuing operations of $5,000 compared with net income from continuing operations of $1.6 million, or $0.06 per share, in the second quarter of fiscal 2000. For the six months ended October 31, 2000, revenues from continuing operations were $63.4 million compared with $80.7 million in the six months ended October 31, 1999. Net income from continuing operations for the first six months of fiscal 2001, before special one-time pre-tax charges, was $0.7 million, or $0.03 per share, compared with net income from continuing operations of $3.8 million, or $0.16 per share, in the first six months of fiscal 2000.

As previously disclosed, the Company recorded a pretax charge of $29.8 million in the quarter ended October 31, 2000. The charge primarily related to three items: $26.9 million for the write down of previously recorded goodwill; $1.9 million in severance and other employment related expenses; and $1.0 million in write-offs due to lease terminations. Accordingly, the net loss from continuing operations for the second quarter is $24.7 million, or $0.99 per share, and $24.0 million, or $0.96 per share for the six months ended October 31, 2000.

Additionally, as previously reported, the Company recorded a net loss from discontinued operations of $9.1 million for the second quarter and $9.2 million for the six months ended October 31, 2000. The discontinued operations loss includes the following pre-tax charges: $3.5 million write-off of goodwill; $4.4 million in lease residual value write-offs; $1.0 million reserve for discontinued operations; and $1.0 million loss on the sale of two business units. 6 Commenting on the results, T. Scott Cobb, president and chief executive officer, said, "The Board of Directors and management of SCB have devoted considerable effort to evaluating our strategies to refocus SCB on its core competencies. SCB has taken necessary steps to reduce its costs and restructure the organization to better position the Company in the future. The write-down of goodwill and the other one-time non-cash charges taken in our second quarter were necessary to position the Company for the future."

Cobb went on to say, "From an operations standpoint, we experienced good demand for professional services during the second quarter of fiscal 2001. Our number of billable employees has stabilized during the quarter and the average hourly billing rate increased for the first time in a year. From a financial standpoint, I am pleased to report that we expect to renew our primary line of credit when it matures on December 15, 2000.

The Company held a conference call on Thursday, December 7, 2000, at 8:00 a.m. (Central). The on-line replay will follow immediately and continue for 30 days. Central on December 7 until 5:00 p.m. Central on December 8.

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


STROUDS, INC: Appoints R.F. Valone as General Merchandise Manager
-----------------------------------------------------------------
Strouds, Inc., announced the promotion of Robert F. Valone to General Merchandise Manager.

Mr. Valone, 34, joined Strouds in 1999 as buyer of the Utility Bedding category.  In November 1999, he was promoted to Divisional Vice President over solid color sheets, towels and utility bedding.

He joined Strouds from Pacific Linen, where he served in various positions of increasing responsibility beginning with a position as a Buyer in Fashion Bedding, Window and the Bathshop.  Most recently, he had served as Vice President of Merchandise where he was responsible for $60 million in sales volume in 30 stores.

During his 12-year career in buying and merchandising, Mr. Valone also held positions with Broadway Stores, Inc. and The May Department Stores.

"Rob Valone brings to his new position a wealth of experience in all linen categories, from both Strouds and other major retailers," said Interim President and Chief Executive Officer John P. Brincko.  "We look forward to the contributions Rob and his team will make as Strouds, Inc. moves into its 21st year in linen retailing."

Strouds sought Chapter 11 in U.S. Bankruptcy Court in the District of Delaware on Sept. 7. The bankruptcy filing listed assets of $ 107.8 million over liabilities of $ 80.9 million. The petition was assigned to case number 00-03552.

Strouds, Inc., the Linen Experts(R), is a specialty retailer of bed, bath, tabletop and other home textile products.  The Company currently operates 60 stores in four states and also markets its home products through its web sites, http://www.linenexperts.comand http://www.strouds.com.


SUPERVALU INC: Moody's Reviewing Long-Term Ratings for Downgrade
----------------------------------------------------------------
Moody's Investors Service placed the long term ratings of SUPERVALU, INC. on review for possible downgrade following the company's announcement of lower than expected results in its retail business along with some softness in food distribution. Moody's review will focus on SUPERVALU's plans to improve retail profitability and comparable store sales in a highly promotional environment, the company's expenditure programs, and the prospects for the food distribution business over the intermediate term. The company's Prime-2 short term rating is confirmed, based on SUPERVALU's valuable franchises, solid market positions and relatively conservative financial policies.

Ratings under review for possible downgrade:

   * SUPERVALU, INC.

      a) Senior unsecured debentures, notes, medium term note,
          bank credit agreement and IRBs at Baa1.

   * Wetterau Inc.

      a) Junior subordinated debt at Baa2.

   * Shoppers Food Warehouse Corporation

      a) Senior unsecured notes, guaranteed by its immediate
          parent, at Baa2

Rating confirmed:

   * SUPERVALU, INC.

      a) Commercial paper at Prime-2.

SUPERVALU is the largest food distributor to supermarkets in the U.S. and the 10th largest food retailer. Food retailing remains very competitive and has become fairly promotional in many markets. SUPERVALU has experienced declining margins from increased advertising and promotions in such an environment. As a consequence, the company expects comparable store sales in the third quarter to fall by 3%; comparable store sales also declined by 3% in the second quarter. In addition, SUPERVALU's distribution business has also experienced some softness, which could be exacerbated in October 2001 if current customer, Genuardi's Family Markets, does not renew its contract with SUPERVALU now that Genuardi's will be acquired by a third party.

Headquartered in Minneapolis, SUPERVALU INC. is a leading food distribution company and grocery retailer


THERMATRIX INC: Court Approves $1.8MM Bid for Wahlco Assets
-----------------------------------------------------------
Thermatrix Inc. (OTC: TMXIQ) announced that the sale of substantially all of the assets of Wahlco, Inc. of Santa Ana, California, was conducted in the United States Bankruptcy Court, Central District of California pursuant to a previously filed Motion.

The Court approved a winning bid of $1.8 million that is subject to the usual conditions of closing. Closing will occur not later than January 5, 2001 with an effective date of December 31, 2000. The acquiring party, comprised of the company's original founder Robert Wahler, and the current management team, stated their intention to continue to operate the business as it is currently configured without interruption.

Yesterday's sale will be followed by a sale of substantially all of the assets of Wahlco Engineered Products, Inc. of Lewiston, Maine. In a separate hearing also held yesterday, the Court set the procedures for that sale, which is scheduled to occur on December 20, 2000.

As previously reported, Thermatrix filed its Plan of Reorganization with the United States Bankruptcy Court, Central District of California.

Thermatrix is an industrial company primarily serving the global market of continuously operating facilities for a broad range of industries that include refining, chemical, pharmaceutical, pulp and paper, and industrial manufacturing. Thermatrix provides a wide variety of air pollution control solutions, including its unique flameless thermal oxidation technology, as well as a wide range of engineered products and services to meet the needs of its clients.


UNAPIX ENTERTAINMENT: Gets Court Approval for $40M DIP Financing
----------------------------------------------------------------
Seeking Chapter 11 protection in New York, Unapix Entertainment Inc. got court approval from U.S. Bankruptcy in Manhattan for $40 million debtor-in-possession, Dow Jones reports. Judge Robert E. Gerber signed the order and has scheduled a final hearing relating the matter on Dec. 19, with objections due Dec. 15.

Unapix filed an emergency motion for its financing on Nov. 27 together with its subsidiaries and affiliates. General Electric Capital Corp. will provide the financing and will hold a continuing security interest in and a first priority lien on all the company's collateral.

Unapix is primarily a world-wide distributor, licensor and producer of feature films, video and television programming. The company filed its petition on Nov. 27, listing assets of $79.7 million and debts amounting to $45.7 million.


WHEELING-PITTSBURGH: Paying Prepetition Shipping Obligations
------------------------------------------------------------
Wheeling-Pittsburgh Corporation tells Judge Bodoh that they have achieved a reputation for reliability and dependability among their customers. Many of the Debtors' pricing policies and marketing strategies revolve around this reliability and dependability. This reputation depends in substantial part on the timely delivery of raw materials to the Debtors, and the timely processing and delivery of the Debtors' products to their customers.

The Debtors use a number of reputable domestic and international common carriers, ocean freighters and truckers to transport raw materials used by the Debtors and goods produced by the Debtors. The Debtors also store certain finished products as well as the raw materials, work in process, and supplies used in the Debtors' manufacturing operations. This system involves the use of dock space (where raw materials are temporarily stored prior to being shipped to the Debtors' plants) and "in-transit" warehouses
located near certain customers of the Debtors where finished products are stored pending their release by such customers. The Debtors also use outside processors that receive work in process from the Debtors, finish the products and ship the finished products to the Debtors' customers. These Processors have possession of the Debtors' products in the ordinary course of business.

It is essential for the Debtors' continuing business viability and the success of their reorganization efforts that they maintain the reliable and efficient flow of raw materials and goods through the Debtors' distribution, warehousing and processing systems. Unless the Debtors continue to receive raw materials, and transport and deliver work in process, supplies and finished products on a timely basis, their manufacturing operations will shut down within a matter of weeks, thereby causing irreparable damage to the Debtors' businesses and their reorganization efforts.

Under the laws of most states, a carrier, warehouse creditor or processor has a lien on the goods in its possession which secures charges or expenses incurred in connection with transportation or warehousing of such goods and/or the work performed in the processing of such goods. The Debtors advised Judge Bodoh that they believed that man, if not most, of the carriers, warehouse creditors and processors may be entitled to these possessory liens with respect to the raw materials, work in process, supplies, and finished products in their possession as of the Petition Date
and will refuse to deliver such raw materials, work in process, supplies and finished products unless and until their claims for the carriage, warehousing or processing of such materials have been satisfied and their liens redeemed.

While these creditors are therefore entitled to adequate protection of their possessory liens, the Debtors believe that the delays that might be associated with the determination of valid lien claims and the determination of adequate protection claims, and the further delays that would be associated with turnover actions to compel delivery of goods and supplies in disputed cases, would unduly interfere with the movement of supplies and goods through the Debtors' manufacturing and distribution
systems. The Debtors also believe that the value of the raw materials, work in process, supplies and finished products in the possession of the carriers, warehouse creditors and processors, and the potential injury to the Debtors if the goods are not released, is likely to be far in excess of the value of any charges relating to the transportation, warehousing or
processing of such materials.

For these reasons, the Debtors urged that it is necessary and essential to their continued business operations and the success of their reorganization efforts with the resultant maximization of value to their estates and creditors to make payments to the carriers, warehouse creditors, and processors on account of certain pre-petition claims. Such payments were represented as not exceeding $3,000,000 in the aggregate.

The Debtors further represented to Judge Bodoh that they will only pay pre-petition claims to carriers, warehouse creditors and processors where the Debtors believe, in their business judgment, that the benefits to their estates and creditors from making such payments would exceed:

   (a) the costs that their estates would incur by bringing an action to compel the turnover of such raw materials, work in process, supplies and finished products; and

   (b) the delays associated with such actions.

In no event would these payments exceed $3,000,000 in the aggregate.

The Debtors also propose that these payments be without prejudice to the rights of the Debtors, any committee or any other party in interest to recover such payments in the event this Court should eventually determine that the relevant carrier, warehouse creditor or processor did not hold a valid possessory lien in property with a value equal to or greater than the amount of any payment of pre-petition obligations that is made under the Court's authorization.

After considering these business purposes and the authority cited and arguments of counsel, Judge Bodoh entered an order granting the relief requested up to $3,000,000. (Wheeling-Pittsburgh Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WILSHIRE CENTER: Hotel Owner Files Plan of Reorganization
---------------------------------------------------------
The owners of the former Ambassador Hotel site filed a reorganization plan designed to resolve the 10-year legal dispute with the Los Angeles Unified School District ("LAUSD") and bring much-needed economic revitalization to the Wilshire Center District. The plan, filed by Wilshire Center Marketplace ("WCM"), is in accordance with WCM's Chapter 11 proceeding commenced on August 8 in United States Bankruptcy Court, Central District of California.

The main provisions of the reorganization plan provide for:

   - development of the 23.5-acre site in accordance with a
     mixed-use residential and retail development plan that will
     be the lynchpin to rejuvenate the Wilshire Center area

   - immediate payment to LAUSD of $20 million

   - subsequent payment of the balance of money owed to LAUSD, as
     determined by the Court, in the form of a seven-year
     interest-bearing note

   - opportunity for LAUSD to take the property by a prompt
     condemnation decision

   - if LAUSD does not condemn, an injunction against condemnation
     for five years to permit development

George Host, Vice President of S.D. Malkin Properties, Inc., one of the principal owners of WCM, stated: "This is a major step forward in bringing this matter to closure. Our plan includes an immediate repayment of $20 million to LAUSD, which will be beneficial in the board's mandate to build schools. It also provides for a unique and vibrant mixed-use development project."

The $436 million development will be constructed in four phases to be built over four years. Construction is expected to begin upon completion of the city's entitlement process, expected during 2003.

This site is the largest development parcel in central Los Angeles and will provide for the rejuvenation of Wilshire Center which has been targeted as a significant redevelopment area by the City of Los Angeles. The project, which is characterized as "Wilshire Center Village," adheres to concepts described in Smart Growth initiatives and New Urbanism, which bring people closer to where they live, work and recreate, capitalizing on one of the strongest concepts of an urban lifestyle -- social interaction in a visually exciting, pedestrian-friendly environment.

The major components of the project include:

   - a residential community of 1,628 market-rate rental units
   - a 261-unit furnished, corporate apartment building
   - a 204-unit independent living facility for senior citizens
   - 254,000 leaseable square feet of street-front community and
     lifestyle retail space and
   - 4,246 parking spaces.

The project responds to the significant rental housing shortage in the Los Angeles area, and to the strong demand for a community-oriented retail establishment. The proximity to downtown Los Angeles via automobile and Metro Rail is another strong factor of this development and is responsive to the city's publicly stated commitment to enhance the downtown area.

WCM said that the development plan filed today demonstrates the financial feasibility of the project, which has been hampered for many years by the controversies with LAUSD. The financial plan includes repayment of the entire LAUSD lien, including interest.

WCM added that the predominant use of the project, rental apartments, is a product type that is consistently attractive to lenders and equity investors. The proposed density of Wilshire Center Village is less than half that allowed under existing zoning and should receive strong community and political support.
The development team for Wilshire Center Village comprises California Urban Investment Partners ("CUIP"), managed by MacFarlane Partners, and Developers Diversified Realty Corp., a publicly traded Real Estate Investment Trust with a market capitalization of approximately $2.4 billion (NYSE: DDR). The development team has made a $30 million equity commitment to the project, and brings together the development expertise and financial strength required to develop the property successfully.
History of the Project

In commencing the Chapter 11 proceeding, WCM had sought to protect the property against foreclosure by LAUSD so that it could undertake a development of the property.

LAUSD condemned 17 acres of the property in 1990 to build a high school. After the condemnation, WCM could no longer develop its property. As provided under condemnation law, it withdrew a deposit of $48 million that had been made by LAUSD to lock in a date of valuation and used these funds to repay a favorable pre-development loan obtained from the seller at the time of purchase. In late 1993, LAUSD announced that it was "abandoning" the condemnation and stated that it wanted the money the state had set aside for the Ambassador site to pursue the Belmont Learning Center site.

Subsequently, LAUSD obtained a judgment against the property for the deposit and recorded a lien against the entire 23.5-acre parcel. However, LAUSD continued to state publicly that it wanted the site for a high school, making it impossible for WCM to develop the site or secure financing or potential investors because of questions regarding title and the threat of future condemnation.

Numerous efforts to negotiate a resolution with LAUSD were rejected. LAUSD filed a Notice of Foreclosure to sell the property on August 9. In order to prevent the foreclosure, WCM sought the protection of the Bankruptcy Court. It is important to note that WCM has invested more than $48.5 million over and above the LAUSD deposit over the last ten years.

Mr. Host added: "It is time to give Wilshire Center the economically viable mixed-use development that it has long waited for and deserves. The plan provides repayment in full to LAUSD and allows us to move forward with an exciting urban design that will meet the needs of the residents, the local business community and the Council District." WCM added that it is hopeful for confirmation of the plan by the Court in a relatively short period of time so that the project design can begin.

WCM is an affiliate of AMEC PLC and S.D. Malkin Properties, Inc. AMEC, which has more than 8,000 employees in North America, is an international construction, engineering and development company that has built projects throughout the world. S.D. Malkin is a U.S. company that has developed projects such as Two Rodeo Drive in Beverly Hills, the Bridgeworks project in San Diego and other projects in the United States and Europe.

CUIP is managed by MacFarlane Partners. DDR is a full-service national real estate company headquartered in Cleveland, Ohio. It owns and manages 183 shopping centers in 37 states.


XEROX CORP: Reduces Rochester Workforce by 200 People
-----------------------------------------------------
The Stamford, Conn.-based Xerox Corp. whose long term and short term ratings were recently downgraded by Moodys, will layoff 200 production workers, The Associated Press reports. Xerox announced that it is letting go 200 union workers in its Rochester area, whom most of them have worked for three years.

After 16 years of manufacturing equipment and tight competition, the company posted on October its first quarterly loss. Seeking to stop the downturn, the company has begun layoffs, cost cutting and selling off assets.

Xerox creates document systems by integrating copiers, printers, scanners, fax machines, and software for PCs and workstations. Its digital copiers (which, with other digital equipment, make up about 55% of sales) lead the US market, with more than a 30% share. Xerox also provides document outsourcing, network management, and consulting services, and sells supplies (ink, paper, and toner). US customers comprise about 55% of sales. The company's research and development program concentrates on e-commerce technology.


* BOOK REVIEW: ITT: The Management of Opportunity
-------------------------------------------------
Author: Robert Sobel
Publisher: Beard Books
Softcover: 421 Pages
List Price: $34.95
Order a copy today from Amazon.com at
http://www.amazon.com/exec/obidos/ASIN/1893122441/internetbankrupt

Review by Gail Owens Hoelscher

We all know how it ends, but whew, what a ride!  An enterprising man envisions a world-wide telecommunications company and guides it vigilantly through hard times; his successor radically changes course, buying up hundreds of unrelated companies; economic conditions and the national mood change; the conglomerate sags under its own weight; the next CEO retrenches and then wards off hostile takeovers; and the company is sold.

This account of the ITT story was published in 1982, 15 years before the end.  The author was given complete access to records and files, and employees were instructed to be candid and forthcoming.  The result is evenhanded, thorough, and well written, and provides solid historical background for and thoughtful analysis of the various events.

ITT founder Sosthenes Behn was born in the Caribbean and educated in Europe.  He and his brother began their hoped-for "International System" of worldwide interconnected telephone lines in 1920 by acquiring two small telephone companies in Puerto Rico and Cuba.  Sobel recounts ITT's forays in to Spain, Mexico, and South America; attempts to purchase RCA Communications in the late 1920s; acquisitions in France and Germany; and near insolvency during the Depression.  When Belm turned to the U.s. market, he felt inadequate to the task and stepped down from ITT.  Eventually, his successor was found in Harold Geneen, an outsider from Raytheon.

Under Geneen, ITT quickly became one of the fastest growing corporations in the U.S. ITT once acquired some 20 unrelated companies in one month.  Sales grew from $930 million in 1961 to $8 billion in 1970.

ITT's descent began in 1966, when it tried to acquire ABC.  National sentiment against conglomerates had become vitriolic and this merger became its target.  As Sobel put it, "Perhaps not since the end of the war had so many large groups arrayed themselves against a single corporation involved in a merger."  In the end, despite FCC approval of the merger in two separate rulings.  ITT and ABC yielded to the Department of Justice, media censure, and public opinion, and abandoned their merger plans.

Next came a variety of allegations against ITT, some well substantiated and all well publicized: funding Salvador Allende's opponents in Chile's 1970 presidential elections; peddling of influence in the Nixon White House to rid the DOJ of trustbuster; and exchange of campaign donations for use of a Sheraton hotel as the 1972 Republican National Convention headquarters in San Diego.  All the while, ITT's poor handling of several antitrust cases were also making headlines.  And then came recession in 1973.

Geneen had difficulty adjusting to ITT's new business climate.  His theory that growth could serve as business strategy had been disproved, ITT's stock fell from 60 in early 1973 to 12 in late 1974.  Under pressure from ITT's board, Geneen stepped down in 1977, but masterminded the dismissal of his successor, Lyman Hamilton, and installation of Rand Araskog in 1978.  When the book ends in 1982, Araskog had begun a plan of coherent divesting and reorganizing the company into more manageable segments, prelude to the dismantling that was to take place in the hostile-takeover wars.

Robert Sabel, who died in 1999, was a highly regarded academic and business historian with a tremendous array of books and news articles to his credit.

                           *********

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

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

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

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

                           *********

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

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

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

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

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