TCR_Public/001213.MBX         T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, December 13, 2000, Vol. 4, No. 243


AHERF: Mellon Financial & Two Banks Settle Suit for $52 Million
ARVINMERITOR: Moody's Reviewing Debt Rating for Possible Downgrade
BUILDING MATERIALS: Moody's Lowers Debt Rating & Review Continues
CHIQUITA BRANDS: Moody's Junks All Debt Ratings; Outlook Negative
CONSECO INC: Agrees to Sell Conseco Finance to Wells Fargo

DESSEAUX CORP: Case Summary and 2 Largest Unsecured Creditors
DIMAC CORP: Creditors Committee Supports Plan of Reorganization
DRYPERS CORP: Proposes Bidding Procedures to Test DSG's Offer
ELIAS BROTHERS: Judge Rhodes Gives Nod to $24.8MM Sale Pact
FEDERAL MOGUL: Fitch Puts Senior Unsecured Debt Rating on Watch

GENESIS/MULTICARE: Proposes Prepetition Claims Settlement Protocol
GRAHAM PACKAGING: Moodys Reviewing Debt Ratings for Downgrade
HARNISCHFEGER: Eyes March 5, 2001 for Confirmation Hearing
ICG COMMUNICATIONS: To Seek DIP Financing Approval on Dec. 19
INTEGRATED HEALTH: Providing Adequate Protection to Mortgagee

KEY PLASTICS: Estimates Carlyle is Paying $185-$195 Million
MATTHEWS STUDIO: Inks Purchase Agreement with Hollywood Rental
NATIONAL AIRLINES: Mercury Air will Continue to Supply Fuel
NAVISTAR INT'L: Moodys Confirms Debt Ratings with Negative Outlook
NEVADA BOB'S: Canadian Court Establishes Proof of Claim Procedures

OWENS CORNING: Taps Debevoise & Plimpton as Asbestos Counsel
PARACELSUS HEALTHCARE: Preliminary Tally Shows Support for Plan
PRIME RETAIL: Hit by Yet One More Shareholder Lawsuit
PROTECTION ONE: Charles J. Piven Initiates Class Action Lawsuit
PYCSA PANAMA: S&P Lowers Senior Secured Bonds Due 2012 to CC

RECYCLING INDUSTRIES: Bankruptcy Court Dismisses Chapter 11 Case
TSR WIRELESS: Pager Service Provider Seeks Bankruptcy Protection
UNICAPTIAL CORP: Files for Chapter 11 Protection in New York
VALLEY RIVET: Case Summary and 20 Largest Unsecured Creditors
VANALCO, INC: Shuttering Aluminum Operations By Year-End

VDC COMMUNICATIONS: Shareholders Elect Dr. Hausman to Board
VR HOLDINGS: Case Summary and 3 Largest Unsecured Creditors
WEIRTON STEEL: Moody's Changes Rating Outlook to Negative
WHEELING-PITTSBURGH: Sec. 341 Meeting Scheduled for Jan. 11, 2001

* Meetings, Conferences and Seminars


AHERF: Mellon Financial & Two Banks Settle Suit for $52 Million
Mellon Financial Corp. and two other banks will pay $52 million to
settle claims that they received a hefty loan payment just before
the now-defunct Allegheny Health, Education and Research
Foundation (AHERF) filed for bankruptcy.  In a lawsuit brought
last year, the Associated Press reports, AHERF trustee William
Scharffenberger claimed Mellon had an unfair advantage over other
creditors when it and three other institutions received a payment
of $89.5 million.  Mr. Scharffenberger said the demise of the
system was in part sparked by the decision of AHERF officials to
repay a loan from Mellon and three other lenders even though the
lenders had made no formal notice of default.

AHERF filed for bankruptcy in July 1998, citing $1.4 billion in
debts. Once the largest non-profit health chain in the state,
AHERF controlled 14 hospitals, including 10 hospitals and a
medical school in the Philadelphia area. Mellon spokesman Ron
Gruendl said the bank would pay about $14.6 million, or 28
percent, of the $52 million. The rest will come from the three
others banks that were part of a Mellon-led consortium at the time
-- Toronto-Dominion, Bank One and First National Bank of Chicago.
The payment was announced Thursday before U.S. Bankruptcy Court
Judge Bruce McCullough. (ABI 11-Dec-00)

ARVINMERITOR: Moody's Reviewing Debt Rating for Possible Downgrade
Moody's Investors Service placed the long and short-term debt
ratings of ArvinMeritor, Inc. ("ARM") under review for possible
downgrade. The rating review reflects the rating agency's concern
that softness in the company's end markets that negatively
impacted financial results in ARM's fourth quarter ended September
30, 2000 could be deeper and longer in duration than expected. As
a result, cash flow generation could be negatively affected. At
the same time, debt levels have risen, primarily as a result of
share repurchase and acquisition activities and the company is in
the early stages of integrating the "old" Arvin Industries and
"old" Meritor Automotive businesses, work force, and manufacturing

Moody's said its review will focus on the impact that these weak
market conditions will have on ARM's future earnings and cash
flows, and on how the company's ongoing integration and
restructuring initiatives will impact their financial results
going forward. Funding sources for continued share repurchases and
future acquisitions will be explored. Also, the rating agency will
assess management's plans to reduce debt and improve its financing
flexibility through debt reduction from net proceeds of asset
sales and other initiatives, as well as the adequacy of debtholder
protection measures in the near-to-intermediate term.

Ratings placed under review are:

   A) ArvinMeritor, Inc.: Baa2 rating on senior unsecured
       debentures, notes. MTNs and bank revolving credit
       facilities; Baa3 rating on subordinated debt; and the
       Prime-2 short-term debt rating.

   B) Arvin Capital I: "baa3" rating on preferred stock.

ArvinMeritor, Inc., based in Troy, Michigan, is a global supplier
of integrated systems, modules and components serving light
vehicle and commercial truck manufacturers, and related

BUILDING MATERIALS: Moody's Lowers Debt Rating & Review Continues
Moody's Investors Service lowered the following debt ratings of
Building Materials Corporation of America ("BMCA") and continued
its review for possible further downgrade:

   (1) Senior implied rating to B2 from Ba3

   (2) 10.50% of $35 million senior notes, due 2002 to B2 from Ba3

   (3) 7.75% of $150 million senior notes, due 2005 to B2 from Ba3

   (4) 8.63% of $100 million senior notes, due 2006 to B2 from Ba3

   (5) 8.00% of $100 million senior notes, due 2007 to B2 from Ba3

   (6) 8.00% of $155 million senior notes, due 2008 to B2 from Ba3

   (7) issuer rating to B2 from Ba3

The downgrades reflect the current difficulties challenging the
company, in part, evidenced by BMCA's weakened balance sheet
resulting from the recent write-off of $106.2 million of
receivables from it parent GAF. The write-off leaves BMCA with
negative tangible equity of $122 million. GAF has been adversely
affected by asbestos related problems. In addition, the likelihood
that BMCA will ever receive funds under its indemnity from GAF for
asbestos claims asserted against BMCA is questionable as a result
of GAF's weak financial position.

Although BMCA reported cash balances of over $127 million at
September 30, 2000, Moody's is concerned about the company's
financial flexibility and the possible effective subordination
that may result should BMCA provide collateral to secure its
credit facility in the future. At September 30, 2000, BMCA
reported $70 million borrowed under its $110 million unsecured
revolving credit facility maturing August 2002. BMCA's bank group
has agreed to increase the revolving credit by $100 million and
extend its maturity to August 2003, subject to the consent of its
bond holders. If consumated, the new credit facility will have
first priority liens on all BMCA's assets and the senior notes
will have second priority liens on BMCA's assets, thereby
effectively subordinating the senior notes to outstandings under
the credit facility.

Also incorporated into the ratings is the decline in the company's
operating margin to 6.9% for the nine months ended September 30,
2000, versus 8.4% for the same period last year. The decline in
the operating margin is primarily attributable to the higher cost
of energy and raw materials, principally the cost of asphalt, due
to high oil prices and increased demand for asphalt, which is
partially offset by higher average selling prices and lower
manufacturing costs.

However these risks are mostly offset by the strong cash balances
at September 30, 2000, of $127 million ($31.7 million in proceeds
came from the sale of certain assets of the security products
business of LL Building Products in fiscal 2000), the company's
leading market position in residential roofing materials, and
steady sales growth over the past five years; in addition to the
discontinuance of BMCA upstreaming dividends to its parent.

As part of its continuing review, Moody's will consider the
company's exposure and financial flexibility in light of GAF's
revised expectations for asbestos litigation claims. The impact of
its weakening margins and the sustainability of its cashflows. The
outlook for debt protection measures and the company's continued
access to its liquidity facilities are also factored into our
evaluation. Moody's review will also consider the effective
subordination of the senior notes to secured indebtedness.

Building Materials Corporation of America, headquartered in Wayne,
New Jersey, operates under the name of GAF Materials Corporation,
and is a subsidiary of GAF Corporation. It is a leading national
manufacture of steep-slope (residential) and low-slope
(commercial) roofing products and specialty building products.

CHIQUITA BRANDS: Moody's Junks All Debt Ratings; Outlook Negative
Moody's Investors Service downgraded the ratings of Chiquita
Brands International, Inc.  Ratings affected are: Chiquita's $775
million of senior note issues, to Caa1 from B1; its $112 million
7% convertible subordinated debentures due 3/28/01, to Caa3 from
B3; its $245 million preferred stock (series A, B and C), to "ca"
from "b3"; its senior implied rating, to B3 from B1; and its
senior unsecured issuer rating, to Caa1. The downgrades conclude
Moody's review of Chiquita's ratings.

The ratings outlook is negative and considers the challenges that
the company will face in refinancing its existing indebtedness and
credit facilities. Although cash balances were $110 million at
9/30/00, Chiquita will require liquidity in 1Q01 to meet a
seasonal working capital build, refinance its $50 million Costa
Rican farm debt, retire its expiring 7% convertible subordinated
debentures, and meet $30 million of note coupon payments between
now and the beginning of March. Chiquita's $110 million senior
credit facility, which expires in the beginning of January, must
be refinanced to preserve adequate liquidity. Beyond 1Q01,
Chiquita's financial flexibility is likely to remain tight, until
market conditions and other non-controllable impacts on its
business turn around.

The downgrades to Chiquita's ratings reflect the combined impact
on the company's financial flexibility of weak operating results,
now extending over two years, concurrent with high levels of
capital spending that were required for asset rehabilitation
following Hurricane Mitch. The downgrades also take into account
the expectation that near term operating results may remain
pressured, making it difficult for Chiquita to rebuild financial
flexibility. Like its major competitors, Chiquita has pursued and
generated material operational cost savings over the past year,
but a global oversupply of bananas persists, North American demand
remains weak, fuel costs have increased, and the weak Euro
continues to significantly impair European profitability. Though
there has been movement toward resolution of the trade dispute on
restrictions of banana imports into the European Union, Moody's
believes that potential changes proposed to the system are likely
to be implemented gradually and not result in a significant
immediate boost to the profitability of the European banana market
or Chiquita at the time agreement is reached.

Chiquita is heavily dependent on a single product -- bananas, and
Chiquita's ratings reflect the high volatility of the banana
industry combined with the company's high leverage. In addition,
the ratings incorporate the company's history of losses (in six of
the past eight years); the vulnerability of its operations to
natural disasters, regulatory sanctions, labor unrest, and other
operational challenges; material ongoing maintenance capital
spending requirements; and its significant sensitivity to the US
dollar/Euro exchange rate.

The ratings are supported by Chiquita's strong market position in
bananas, good operational and distribution capabilities, and its
continuing efforts to diversify its product offerings. The company
has grown its processed foods business (primarily canned
vegetables) and has added distribution of other fresh products to
its portfolio. It has a solid market share in canned vegetables,
focused on private label, and this business provides a relatively
stable source of earnings (20% of consolidated 1999 sales and
approximately 30% of consolidated 1999 EBITDA). There is scope to
reduce costs in the canned vegetable business, which could enhance
near term earnings. However, large additional boosts to business
expansion outside of bananas are likely to be constrained over the
near term by Chiquita's limited financial flexibility, and
Chiquita therefore is likely to remain heavily dependent on the
volatile banana business.

Significant weather-related factors that have impacted Chiquita
include Hurricane Mitch in 1998, and flooding in Guatemala,
Honduras and Costa Rica that disrupted opeations in 1996. The
time, effect on logistics, and investment required to rehabilitate
assets damaged by Hurricane Mitch had a major effect on the
company during the past two years. In addition, the company faced
material weakening of banana demand as a result of the economic
downturns in Asia and the FSU, reductions in North American banana
demand, increased competition from alternate fruits, higher
industry banana supplies from Ecuador, unfavorable administration
of the European banana import regulations, a weaker Euro, and
higher fuel costs during this period.

Chiquita has been able to offset some of the negative impact of
these uncontrollable elements on its financial condition over the
past few years. Its cost reduction programs have generated
significant savings through improved yields and decreased
logistics expenses. In addition, during 2000, the company sold
approximately $25 million of non-core assets, reduced capital
spending, suspended dividends on its preferred ($17 million/year),
and realized benefits from its hedging program on Euro exposure.
The company also received approximately $35 million of insurance
proceeds related to Hurricane Mitch claims and approximately $20
million of tax refunds (with another $10 million of tax refunds
expected next year). Looking into 2001, with rehabilitation
spending completed in 2000, Chiquita will have much lower capex,
it plans to cut back normal maintenance capex, and expects to
generate additional cost savings.

Chiquita's latest twelve months ("LTM") EBITDA of $155 million
covered LTM interest expense ($125 million) 1.2x. LTM cash flow,
however, was breakeven after a working capital build of $30
million. LTM capex of $80 million (including rehabilitation
spending) was funded with insurance proceeds, asset sales, and a
drawdown of cash balances. Assuming capex of $40 million over the
near term (rehabilitation spending was completed in 2000 and
additional capex cuts are planned by the company for 2001), LTM
EBITDA less capex would cover interest .9x. Total debt at 9/30/00
was $1.3 billion, 8x LTM EBITDA, and Chiquita has significant
operating leases on logistical assets required in its business
($56 million rental expense in 1999). Tangible common book equity
of $264 million at 9/30/00 and the company's preferred equity
($253 million book value at 9/30/00) appear low relative to the
current debt burden, given the volatility of the company's

The Caa1 ratings on the senior notes reflects their position in
the capital structure, at the holding company level, unsecured and
without subsidiary guarantees.  A substantial portion of
Chiquita's debt is secured and/or structurally senior to the
senior notes.  The senior note issues downgraded to Caa1 from B2
include: $175 million 9 1/8% notes, due 2004; $250 million 9 5/8%
notes, due 2004; $200 million 10% notes, due 2009; and $150
million 10 1/4% notes, due 2006.

The Caa3 rating on the 7% subordinated debentures and "ca"
preferred stock rating reflect their junior positions in the
company's capital structure. The preferred shares are not
redeemable for cash, dividends are cumulative, and unpaid
dividends can be paid by the company in either common or cash.
Chiquita Brands International, Inc. is based in Cincinnati, Ohio.
The company is a leading global producer of bananas, and marketer
and processor of fruits and vegetables.

CONSECO INC: Agrees to Sell Conseco Finance to Wells Fargo
Conseco, Inc. (NYSE:CNC) announced the execution of a definitive
agreement to sell substantially all of the assets of the "Vendor
Services" business of Conseco Finance to Wells Fargo Financial
Leasing, Inc. Vendor Services is one of the non-core assets being
monetized to fund the retirement of $2 billion in debt. Cash
proceeds to Conseco from the transaction are projected to be
approximately $160 million. The transaction is expected to close
in the first quarter of 2001.

With the sale of the Vendor Services asset, total cash proceeds
from asset monetization already completed or agreed to are $1.3
billion.  The non-core assets remaining to be sold or monetized
have an estimated value of more than $1 billion (using last week's
closing share price of Telecorp PCS Inc. (TLCP) to value Conseco's
ownership stake in TLCP.)

DESSEAUX CORP: Case Summary and 2 Largest Unsecured Creditors
Debtor: Desseaux Corporation of North America
        CT Corp, 1209 Orange Street
        Wilmington, DE 19801

Chapter 11 Petition Date: December 6, 2000

Court: District of Delaware

Bankruptcy Case No.: 00-04470

Debtor's Counsel: Stephen Karotkin, Esq.
                   Debra A. Dandenueau, Esq.
                   Weit, Gotshal & Manges LLP
                   767 Fifth Avenue
                   New York, NY 10153
                   (212) 310-8000

                   Mark D. Collins
                   Russel C. Silherglied
                   Richards, Layton & Fingers, P.A.
                   One Rodney Square
                   P.O. Box 551
                   Wilmington, DE 19899
                   (302) 658-6541

Total Assets: $ 1 million above
Total Debts : 4 1 million above

2 Largest Unsecured Creditors:

Tapijtfabrick Desseaux N.C.
Hiltjo Bos
Molenweg 81
Oss., Netherlands                Intercompany
5349 AC                           Loan                 $ 3,212,268

Nitram Liquidators, Inc.       
Robert Sills
2500 Columbia Avenue             Intercompany
Lancaster, PA 17602               Loan                   $ 944,860

DIMAC CORP: Creditors Committee Supports Plan of Reorganization
DIMAC Corporation announced that it reached an agreement on the
restructuring provided under its Plan of Reorganization with all
its major creditor constituencies. The Official Unsecured
Creditors' Committee and DIMAC will request court approval of this
agreement at the confirmation hearing on its Plan of
Reorganization before the U.S. Bankruptcy Court in Wilmington,
Delaware on December 19, 2000. Pursuant to the agreement, the
Official Unsecured Creditors' Committee will support confirmation
of the Plan of Reorganization.

Chairman and CEO Robert "Kam" Kamerschen commented: "By achieving
an agreement, the Plan of Reorganization now represents a
consensual arrangement between all of the major constituencies
involved in our reorganization, setting the stage for our Company
to emerge from Chapter 11."

On the date the Company's Plan of Reorganization becomes
effective, McCown De Leeuw & Co., the controlling stockholder of
DIMAC Holdings, or its affiliate, will allow the banks to
distribute to an entity designated by the Creditors Committee, 30%
of the New Common Stock as defined in the Plan and 20% of the
Series B Preferred Stock as defined in the Plan and to
TCW/Crescent Mezzanine Partners, L.P., or its nominee, 10% of the
New Common Stock.

DIMAC and its subsidiaries filed voluntary petitions for
reorganization under Chapter 11 on April 6, 2000. Since then,
DIMAC has undertaken an operational as well as balance sheet
restructuring. Under the direction of Kamerschen, the Company has
enhanced its management team through the hiring of key individuals
to lead its businesses, consolidated operations and improved
profitability and its long-term growth prospects.

DIMAC Corporation provides a comprehensive range of integrated and
insightful direct response marketing solutions, which are
supported by creative strategy/agency services, database
strategy/management services and "Total Program Management" direct
mail services and products.

DRYPERS CORP: Proposes Bidding Procedures to Test DSG's Offer
Drypers Corporation (OTC Bulletin Board: DYPR) and DSG
International Limited (Nasdaq: DSGIF) announced that Drypers will
file a motion with the United States Bankruptcy Court for the
Southern District of Texas seeking approval of a letter of intent,
bidding procedures, an expense reimbursement and a break-up
fee relating to a proposed acquisition by DSG of Drypers' domestic
assets and foreign subsidiaries (the "DSG proposal"). The bidding
procedures provide for the consideration of competing proposals
from other interested parties related to these assets and foreign

The DSG proposal provides for a purchase price of $65.0 million in
cash and a $15.0 million subordinated note due in five years. In
addition, the proposal provides for an additional $5.0 million
debtor-in-possession (DIP) facility subordinated to existing
secured DIP and term debt to become immediately available to
Drypers for working capital needs. If DSG becomes the owner of
Drypers' assets and foreign subsidiaries, the $5 million will be
added to the purchase price. Proceeds from this transaction would
be allocated to the Company's creditors according to legal
priority and, therefore, current shareholders would receive no

"This is an important step in our efforts to reorganize Drypers,"
commented Walter V. Klemp, Drypers' Chairman and Chief Executive
Officer. "It provides near term access to additional cash to help
rebuild stability within our business. The combined companies
would represent almost $600 million in annual worldwide diaper
sales and the proposal contemplates a very solid balance sheet
going forward."

Brandon Wang, DSG's Chairman and Chief Executive Officer added,
"This is a very strong potential combination of companies. Drypers
has built a strong reputation for innovation and product quality
and we are committed to helping them continue that strategy.
Together, our global footprint will be unrivalled by anyone in the
value segment of the diaper business."

The DSG proposal is subject to the completion of satisfactory due
diligence, obtaining a financing commitment, definitive
documentation, Bankruptcy Court approval of the motion and other
conditions precedent standard in a transaction of this nature. The
proposal also provides for Drypers to continue discussions with an
alternate bidder until DSG's financing commitment is obtained.
About DSG International Limited DSG International Limited has been
in the business of manufacturing and distributing disposable
diapers since 1973. Associated Hygienic Products LLC, DSG's US
operating company, has manufacturing plants in Georgia and

DSG also maintains manufacturing operations in Hong Kong,
Australia, Great Britain, China, Thailand, Indonesia and Malaysia.
Additionally, DSG distributes its products throughout Asia,
Australia, North America and Europe. DSG produces private label
disposable diapers, adult incontinence products and training pants
at certain of its operations. Its best selling brands include
"Fitti(R)", "Pet Pet(R)", "Cosies(R)", "Cosifits(R)", "Baby
Love(R)", "Babyjoy(R)", "Lullaby(R)", "Cares(R)", "Cuddles(R)",
"Super Fan-nies(R)", "Dispo 123(TM)", "Handy(TM)", "Certainty(R)"
and "Merit(R)".

About Drypers Corporation

Drypers Corporation manufactures and markets premium quality
disposable diapers and training pants under the Drypers(TM) brand
and is a major provider of private label disposable baby diapers
and training pants. Drypers Corporation is committed to the
development of value brands and to building lasting global brand
equity through product innovation and differentiation in a vital
category. Headquartered in Houston, Texas, the Company operates in
North America, Latin America, Southeast Asia, and other
international markets.

ELIAS BROTHERS: Judge Rhodes Gives Nod to $24.8MM Sale Pact
A federal bankruptcy judge signed off on an investor's plan to buy
trademark and franchise rights to Big Boy restaurants in a $24.8
million cash deal, preserving one of dining's best-known logos,
according to the Associated Press. In addition to the rights to
the Warren, Mich.-based chain of 455 Big Boy eateries, Robert
Liggett Jr. also will buy the commissary-and-concession division
from Elias Bros. Corp., which filed for chapter 11 bankruptcy in
October. Liggett also acquires 19 company-owned Big Boys. The
deal, endorsed by U.S. Bankruptcy Judge Steven Rhodes, will close
Dec. 21. Liggett said he would change the Elias Bros. name to Big
Boys Restaurants International and keep the company based in
Warren, a suburb of Detroit. (ABI 11-Dec-00)

FEDERAL MOGUL: Fitch Puts Senior Unsecured Debt Rating on Watch
Fitch places Federal Mogul Corp.'s (FMO) `BB-` senior unsecured
debt rating on Rating Watch Negative.

The rating previously had a Negative Outlook due to a number of
ongoing issues, including weakened operating performance and the
size and pace of asbestos liability payments. The rating has been
moved to Rating Watch Negative due to the rapidly deteriorating
environment for asbestos litigation combined with an increasing
probability that FMO will need to significantly change its bank
facilities to mitigate the potential of liquidity issues.

The rising number of bankruptcies among asbestos-related companies
has increased the focus of plaintiffs' attorneys on the remaining
companies such as FMO. As previously disclosed, FMO hired National
Economic Research Associates (NERA) to review its asbestos
liabilities, the results of which are expected in late December
2000. FMO currently estimates total asbestos payments of $330
million each in 2000 and 2001, amounts that restrict FMO's ability
to reduce its debt burden in the short to intermediate term. While
FMO has asbestos-related insurance that may be triggered in the
near future due to the heavy volume of claims settlements, the
timeliness of insurance reimbursement may become a concern.

FMO will likely be in violation of one of the covenants of its
$1.75 billion bank facility at year-end and has indicated that
negotiations with its banks are in process. While the potential
outcomes vary widely, particularly in their impact on FMO's
unsecured debt ratings, Fitch views the successful completion of
the bank negotiations as paramount to FMO's liquidity going
forward, as FMO had about $1.2 billion drawn on the facility at
Sept. 30, 2000.

FMO's operating performance has been impaired due to several
factors, including the effects of a weak North American
aftermarket and a sharply declining heavy-duty truck market. Also,
FMO has delivered less in synergies from recent acquisitions than
originally targeted and previously planned divestitures have been
postponed due to poor market conditions.

Fitch will fully review the ratings after results of NERA's
asbestos study and the bank facility negotiations are disclosed.
Federal Mogul Corp., headquartered in Southfield, MI, is a global
producer and distributor of a broad range of components for
automobiles and light trucks, heavy-duty trucks, farm and
construction vehicles and industrial products. The company's major
products and systems focus on engines, sealing and braking, which
it sells to OE producers as well as to replacement markets.

GENESIS/MULTICARE: Proposes Prepetition Claims Settlement Protocol
Pursuant to sections 105(a) and 363(b) of the Bankruptcy Code and
Rule 9019(b) of the Bankruptcy Rules, Genesis Health Ventures,
Inc., and The MultiCare Companies, Inc., sought and obtained the
Court's authority for the establishment of procedures to settle
certain prepetition claims against the Debtors' estates. There are
slight differences in details between the two sets of cases.

For both the Genesis and Multicare Debtors, the Procedures provide
that the Debtors will have the authority to enter into and
implement and pay settlements of:

I.  Discrimination Claims through cash payments not to exceed
     $10,000 per claimant, if the Discrimination Claim is based

      (a) an alleged violation of federal law, including, inter

          * Title VII of the Civil Rights Act of 1964, as amended,
             42 U.S.C. section 2000e et seq.,
          * Section 1981 of the Civil Rights Act of 1866,
          * the Equal Pay Act of 1963,
          * the Age Discrimination in Employment Act of 1967,
          * the Americans with Disabilities Act of 1990, and
          * the Family and Medical Leave Act of 1993;

      (b) an alleged violation of state or local laws; or

      (c) Charges filed with an Agency or as asserted in a demand
           letter or reported to the Debtors;

II.  Wage Claims through cash payments not to exceed $3,000 per

III. Contract Claims through cash payments not to exceed $20,000
      per claimant.

Specifically with respect to GHV, the Procedures provide that the
Debtors will have the authority to enter into and implement and
pay settlements of:

IV. Collection Claims through

      (a) foregoing up to 40% of the claimed amount, not to exceed
           foregoing greater than $250,000 per claim; or

      (b) foregoing less than $20,000 per claim.

V.   Commercial Litigation Claims and Tax Claims through foregoing
      up to 40% of the claimed amount, not to exceed foregoing
      greater than $250,000 per claim.

Specifically with respect to the Multicare Debtors, the Procedures
provide for the settlement of Claims Held By The Estates for (a)
cash payment equal to 60% or more of the claimed amount, provided
that the Debtors shall not reduce any such claim by more than
$200,000; (b) settlement regardless of the percentage of the claim
amount that is agreed upon, provided that no such claim shall be
reduced by more than $20,000.

                             *   *   *

In the GHV cases, Judge Walsh made it clear that the authorization
is subject to the consent of the Debtors' postpetition lenders
under the Revolving Credit and Guaranty Agreement, dated as of
June 22, 2000.

With respect to the Multicare cases, the Court's order provides
that if the Debtors propose to settle a claim that is asserted
against both a Multicare Debtor and a Genesis Debtor, the
Multicare Debtors shall provide counsel for their Official
Committee of Unsecured Creditors with a Review Period of at
least three business days' written notice of the proposed
settlement, and if the Committee objects in writing to the
proposed settlement within the Review Period, then the Debtors
shall not proceed with the proposed settlement unless the
objection is resolved or the Court orders otherwise.

For both the Genesis and Multicare Debtors, the Court directs
that, in proposing or implementing any settlement of any claim,
the Debtors shall consider

   (i)   the probability of success in litigation;
   (ii)  the complexity, expense and likely duration of
   (iii) all, other factors that appear reasonably relevant;
   (iv)  whether the proposed settlement is fair and equitable to
          the Debtors and their creditors.

However, the Court's order does not obligate or require the
Debtors to settle any Claims that they do not consider, in their
sole discretion, appropriate to settle; nor are the Debtors
obligated to settle any Claims in amounts in excess of the amounts
which the Debtors, in their sole discretion, believe to be
reasonable and appropriate

Under the Court's order, the Debtors shall file with the Court and
serve on the office of the United States Trustee, the attorneys
for the statutory committee of unsecured crcditors, and the
attorneys for the Debtors' prepetition unsecured creditors a
report of all settlements of Claims that the Debtors have made
every ninety days.

The Court retains jurisdiction to hear and resolve any and all
matters, claims, and disputes arising from or related to this
Order. (Genesis/Multicare Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

GRAHAM PACKAGING: Moodys Reviewing Debt Ratings for Downgrade
Moody's Investors Service placed the debt of Graham Packaging
Company and Graham Packaging Holdings Company on review for
possible downgrade. The ratings under review include the B1 senior
implied rating, the B2 senior unsecured rating, and the following:

   * Graham Packaging Holding Company

      a) $100 million Senior Unsecured Discount Notes, due 2009
          rated Caa1.

   * Graham Packaging Company

      a) $150 million Guaranteed 8.75% Senior Subordinated Notes,
          due 2008 rated B3.

      b) $75 million Guaranteed Floating Rate Senior Subordinated
          Notes, due 2008 rated B3.

      c) $155 million Guaranteed Secured Revolving Credit,
          maturing 2004 rated B1.

      d) $100 million Guaranteed Secured Revolving Credit,
          maturing 2004 rated B1.

      e) $75 million Guaranteed Secured Term Loan A, maturing
          2004 rated B1.

      f) $175 million Guaranteed Secured Term Loan B, maturing
          2006 rated B1.

      g) $145 million Guaranteed Secured Term Loan C, maturing
          2007 rated B1.

      h) $175 million Guaranteed Secured Term Loan D, maturing
          2007 rated B1.

The review for possible downgrade is in response to Graham's
reduced profitability which is exacerbating already high financial
leverage, weakening coverage of interest expense and impairing
liquidity. In spite of having approximately $94 million of
availability under the secured revolver to date, Moody's believes
that liquidity is constrained by modest cushion under certain
financial covenants. Central to the review will be the analysis of
what is driving the prologued lag between the significant capital
invested and acceptable levels of EBIT generation. Additionally,
we will examine the previously announced operating difficulties
and the resulting EBIT shortfalls in European operations; the
effects of inventory de-stocking by Graham's customers;
consolidated volume growth; margin sustainability, capacity
utilization, working capital management, financial leverage, and
sponsor relations. Furthermore, our review will incorporate
Graham's new customer wins, relatively stable top tier customer
base, and the capital injection received in the third quarter of
fiscal 2000 from its sponsor, The Blackstone Group.

Graham Packaging Company and its parent, Graham Packaging
Holdings, are based in York, Pennsylvania. The company designs and
manufactures customized blow molded rigid plastic containers from
57 facilities in 11 countries.

HARNISCHFEGER: Eyes March 5, 2001 for Confirmation Hearing
Assuming that the Court approves the Disclosure Statement and
authorizes the Joint Plan to be transmitted to creditors for
voting, the Debtors ask Judge Walsh,

   (i)  to schedule a Confirmation Hearing at 2:00 p.m. Eastern
         Time on March 5, 2001, which may be continued from time
         to time by the Court without further notice except for
         adjournments announced in open court, and

   (ii) to fix 4:00 p.m. Eastern Time on January 30, 2001 as the
         deadline for parties-in-interest to file written
         objections to the confirmation of the Joint Plan (the
         Objection Deadline).

(Harnischfeger Bankruptcy News, Issue No. 34; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

ICG COMMUNICATIONS: To Seek DIP Financing Approval on Dec. 19
ICG Communications Inc. will on Dec. 19 seek bankruptcy court
approval of debtor-in-possession financing and authorization to
continue an employee retention and severance program it
established just before filing for bankruptcy. The facilities-
based communications provider and competitive local exchange
carrier plans to use $85 million of the DIP financing to fully pay
outstanding obligations under a 1999 loan.  The $200 million DIP
financing, from a syndicate of financial institutions led by Chase
Manhattan Bank, would increase by $150 million depending on the
results of a valuation of ICG's assets being conducted by Chase.
(ABI 11-Dec-00)

INTEGRATED HEALTH: Providing Adequate Protection to Mortgagee
Integrated Health Services, Inc., moves the Bankruptcy Court for
approval for the payment of adequate protection to the mortgagee
of the Debtors' real property located at Sarasota County, Florida,
commonly referred to as 437 South Mokomis Avenue, Venice, Florida,
pursuant to sections 361 and 363 of the Bankruptcy Code.

Prior to petition, the Debtors and the Mortgagee executed a
promissory note in the original amount of $1,200,000 dated as of
December 29, 1977. The Property is currently held by Chemical Bank
as Trustee under a Pooling and Servicing Agreement dated as of
February 1, 1992 for Resolution Trust Corporation, as receiver or
conservator for Pioneer Savings Bank (formerly known as Clearwater
Federal Savings and Loan Association), Commercial Deed of Trust
Pass Through Certificate Series 1992-Cl, acting through its
servicer Bank of America, N.A. and its special servicer Lend Lease
Asset Management, L.P. The terms of the Stipulation provide that:

   - the Debtors shall (i) make an adequate protection payment to
       the Mortgagee in an amount equal to all accrued but unpaid
       interest due under the Note since the Filing Date, at the
       non-default contract rate of interest; (ii) each month
       thereafter, on or before the 10th day of the month, pay the
       Mortgagee interest at the non-default contract rate;

   - the Mortgagee shall waive any claim for interest other than
       that at the non-default contract rate but expressly
       including interest on overdue installments at the default

   - all parties' rights will be reserved with respect to
       valuation matters and final allocation of the adequate
       protection payments to ultimately allowed proofs of claim,
       including the determination of whether the Mortgagee is an
       over-secured or under-secured creditor.

   - the Debtors agree to keep in place adequate casualty
       insurance on the Property in amounts in excess of the
       balance due and owing the Mortgagee, and to pay all post-
       petition taxes, assessments and similar charges, in
       accordance with the operative agreements between the
       Debtors and the Mortgagee;

   - the Debtors shall concurrently provide the Mortgagee with a
       copy of its monthly operating reports when filed with the
       UST, a quarterly profit and loss statement and census
       report for the Property 45 days after the end of each
       quarter; further, the Debtors and Mortgagee each agree to
       provide such other documents that either may reasonably

   - all adequate protection payments shall be suspended if the
       Mortgagee files any motion or adversary proceeding seeking
       to compel relief against the Debtors without the Debtors'
       prior written consent.

The Debtors have determined that it would be in the best interests
of their company, their estates and their creditors to grant
adequate protection payments to the Mortgagee, given that they
have equity in the Mortgaged Property. The Debtors believe that if
they do not make adequate protection payments, they run the
unnecessary risk that the Mortgagee would seek to charge them the
default interest rate under the Note. Moreover, the Debtors
are reserving their rights under the Note, including the
application of the payments made pursuant to the Stipulation.

For these reasons, and with sufficient liquidity to make adequate
protection payments to the Mortgagee, the Debtors submit that the
requested relief is an appropriate exercise of business judgment
and would serve the best interests of the estates and their
creditors. (Integrated Health Bankruptcy News, Issue No. 11;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

KEY PLASTICS: Estimates Carlyle is Paying $185-$195 Million
Key Plastics LLC announced that it has entered into an agreement
with Carlyle Management Group (CMG) to sell substantially all of
the North American and European assets of the company. Key is a
global supplier of highly engineered plastic parts to the
automotive industry and has been in chapter 11 reorganization
proceedings since March, 2000. The agreement is the result of a
lengthy sales process undertaken as part of the chapter 11
proceeding. The sale is subject to an auction whereby the company
will seek higher and better bids. Key hopes to schedule the
auction for early January.

Financial consultants have pegged consideration for the
transaction in the range of $185 million to $195 million. This
includes a combination of cash, notes, equity and assumption of
certain debts. In addition, CMG is also assuming payables that Key
has incurred in the ordinary course during chapter 11 which are
outstanding on the closing date. In return, CMG will receive
substantially all of the assets of Key Plastics in North America
and Europe.

"With the continued support of our customers and employees, we
continue to believe in Key and its potential, and are thrilled
that we can sell this business as a going concern," said David
Benoit, Chief Executive Officer. "We are also pleased that this
process is near completion, and with CMG bringing financial
strength and stability along with operational expertise, Key will
emerge from the chapter 11 process a viable and productive
supplier to the automobile industry."

B. Edward Ewing, Chief Executive Officer of CMG, said "Key
Plastics is an excellent automotive components supplier and we are
excited about the prospects of acquiring and managing the Company.
Our objective with Key, as well as with all of our companies, is
for our employees, customers and shareholders to believe that we
are a great management team." Mr. Ewing will be the CEO of Key
when it emerges from the chapter 11 process, if CMG is the
successful bidder.

Any sale of Key is subject to bankruptcy court approval. Key has
already filed the motion to seek such approval after the auction
process is complete.

Carlyle Management Group is part of The Carlyle Group ("Carlyle"),
one of the largest private equity firms in the world managing over
$10 billion of capital. CMG focuses on acquiring and managing
turnaround and special situation investment opportunities. CMG
currently has two portfolio companies -- United States Marine
Repair, the largest non-nuclear ship repair company in the U.S.,
and The Aerostructures Corporation, a leading worldwide designer
and manufacturer of complex aircraft structures for commercial and
military aircraft. The principals of CMG have extensive operations
and investment experience in the automotive, aerospace, defense
and heavy manufacturing industries. Carlyle as an institution has
invested over $250 million in the past 18 months in three
automotive companies.

Key Plastics designs and manufactures highly engineered precision
plastic components and subsystems, including Interior Trim such as
driver information, audio and HVAC components; Under Hood
components including pressurized bottles and mass air flow
housings, and Exterior Ornamentation including door handles and
fuel filler doors.

The Company's World Headquarters and Technical Center is located
in Novi, Michigan. Key's Novi Headquarters and Plymouth, Michigan
Test and Validation Laboratory are ISO9001 certified. All of its
manufacturing facilities are QS9000 certified.

MATTHEWS STUDIO: Inks Purchase Agreement with Hollywood Rental
Matthews Studio Equipment Group, which filed for bankruptcy in
April 2000, announced that it has signed an Asset Purchase
Agreement with Hollywood Rental Production Services LLC to sell
the Company's Hollywood Rentals, HDI, ESS, Olesen and Four Star
West operations for $17 million.

Hollywood Rentals and HDI rent lighting and grip equipment to the
entertainment production industry. ESS and Olesen sell expendable
supplies and equipment used in entertainment production and
production of live theater, and Four Star West rents theatrical
lighting equipment to producers of live theater.

The transaction is a sale of assets, with the Buyer assuming only
specified liabilities. The Buyer's affiliates are Raleigh
Enterprises, Jules & Associates Inc. and CDM Interactive Inc. (a
company owned by Carlos D. DeMattos, the Company's Chairman and
Chief Executive Officer).

The transaction is subject to customary closing conditions
including absence of a material change in the assets. The
transaction is also subject to various conditions that may be
imposed by the bankruptcy court. Closing of the transaction is to
occur no later than Jan. 29, 2001.

The Company has retained Imperial Capital LLC to assist the
Company in selling the Company's remaining assets (which
principally consist of the Four Star New York operation that rents
theatrical lighting equipment to Broadway shows), and/or in
obtaining an equity investment in the Company that would allow the
Company to continue part of its business operations under a plan
of reorganization.

Regardless of whether the Company is successful in selling all of
its assets or is able to reorganize its business by obtaining an
additional equity investment, the Company expects that the equity
interest of the existing shareholders of the Company will be

In no event does the Company believe that it will able to realize
enough cash from the sale of its assets to satisfy the claims of
the Company's secured and unsecured creditors and still make a
distribution to its existing shareholders. Accordingly, the
Company expects that existing shareholders will not receive any
proceeds from the sale of the Company's assets and will not retain
any ownership interest in the Company if the Company attempts to

There can be no assurance that the Company will be able to sell
its remaining assets as ongoing businesses rather than as sales in
liquidation or induce a third party to invest in the Company under
a plan of reorganization.

Further, pending consummation of any transaction, the Company's
business continues to be negatively affected by a number of
factors and risks, including but not limited to, the factors
described in the Company's filings with the Securities and
Exchange Commission; and the ability of the Company to operate
successfully under a Chapter 11 proceeding; obtain shipments and
negotiate terms with vendors and service providers for current
orders; attract and retain customers; generate cash flow; attract
and retain key executives and associates; meet competitive
pressures which may affect the nature and viability of the
Company's business strategy; and manage its business
notwithstanding potential adverse publicity.

Matthews Studio Equipment Group had been in the business of
supplying traditional lighting, grip, transportation, generators,
camera equipment, professional video and audio equipment,
automated lighting and complete theatrical equipment and supplies
to entertainment producers through its worldwide distribution

NATIONAL AIRLINES: Mercury Air will Continue to Supply Fuel
Mercury Air Group, Inc. (AMEX/PCX:MAX) is continuing to supply
fuel services on a fully secured basis to National Airlines, which
recently announced a Chapter 11 filing. Mercury is a secured
creditor and the Bankruptcy Court has issued an order, allowing
National to pay certain pre-petition debts including Mercury's and
granting Mercury a continuing security interest in its collateral.

Mercury's Fuel Division will continue to supply National under the
Bankruptcy filing solely on a secured basis and in accordance with
its fuel supply agreement.

In light of the court order and the collateral position enjoyed by
the Company, the Company has determined that there is no need for
any addition to its bad debt reserve. The Company also has a
$300,000 equity investment in National, a portion of which may
have to be written down.

Mercury Air Group, Inc. is a worldwide provider of aviation
petroleum products, air cargo services, aviation information
technology and support services for international and domestic
commercial airlines, general and business aviation and U.S.
government aircraft and facilities.

NAVISTAR INT'L: Moodys Confirms Debt Ratings with Negative Outlook
Moody's Investors Service confirmed the ratings of Navistar
International Corporation and Navistar Financial Corporation
(senior debt at Baa3, subordinated debt at Ba2, and short-term
debt at Prime-3), but changed the outlook to negative from stable
due to the increasingly severe downturn in the U.S. truck market.
Moody's said that Navistar has made considerable progress in
several important financial and operational areas. These include:

   1) reducing its cost structure;

   2) developing a new generation of medium and heavy duty diesel
       engines, and a new line of medium-duty trucks;

   3) solidifying its position as the principal source of medium-
       duty truck engines for Ford Motor Co.; and,

   4) building a cash position that currently approximates $500

Despite this progress, the continuing deterioration in the U.S.
medium and heavy-duty truck markets is placing a growing strain on
the company's cash flow, earnings, and financial flexibility. Over
the near term Moody's will continue to assess the outlook for the
U.S. truck market. To the degree that demand appears likely to
remain depresses, there could be additional pressure on the
company's ratings.

Navistar International Corporation, headquartered in Chicago, IL,
is a holding company whose sole subsidiary is Navistar
International Transportation Corp., the leading North American
producer of heavy-duty and medium-duty trucks as well as school
buses. Navistar Financial Corporation, the wholly owned captive
finance subsidiary of Navistar International Transportation Corp.,
provides wholesale and retail financing for Navistar's trucks.

NEVADA BOB'S: Canadian Court Establishes Proof of Claim Procedures
Nevada Bob's Golf, Inc., and its Canadian subsidiaries, are
currently undergoing court proceedings pursuant to the Companies'
Creditors Arrangement Act. The Court has approved a proof of claim
procedure to establish a value of each creditor's claim (the Claim
Value"), which will enable Creditors to vote on
and take part in a Plan of Arrangement (the "Plan") to be proposed
by NBGI. Any Creditor who has not been given a Claim Value may not
participate in the Plan.

Further, such Creditor's claim will be forever barred and may not
be pursued without leave of the Court.

All Creditors known to NBGI will be notified of their Claim Value,
not including any interest or penalties, such notice which has
been sent by regular mail on December 5, 2000.

Any Creditor wishing to dispute the amount of its Claim Value must
provide written notice (a "Dispute Notice") to NBGI by December
15, 2000, and must also submit materials in support of its
position on or before December 27, 2000, in order to have its
Claim Value determined. The materials in support of such Dispute
Notice shall include all invoices, work orders, purchase orders or
other backup materials and may include any written documents or
submissions in support of the Creditor's position.

Any Creditor not delivering a Dispute Notice as provided above
shall be deemed to have accepted as final and binding NBGI's
determination of such Claim Value, as was set forth in the Notice
of Claim, for all purposes hereunder.

NBGI shall make a determination of Claim Value regarding all
Claims in respect of which a Dispute Notice has been received in a
timely fashion, within 14 days after receipt of the Dispute Notice
and supporting materials. This determination by NBGI shall,
subject to the rights of appeal set out below, be final and
binding for the purposes of this Plan.

If any Creditor wishes to appeal the determination by NBGI of its
Claim Value, it must do so by filing a Notice of Motion with the
Court of Queen's Bench of Alberta within seven days after
receiving NBGI's decision, such application to be returnable
within seven days of filing.

Any Creditor not receiving a notice of its Claim Value from NBGI
must notify NBGI of its Claim on or before December 15, 2000. NBGI
shall provide any previously unknown Creditor providing such
notice with a determination in accordance with Section 1 as soon
as practicable and the deadline for issuing a Dispute Notice as
referred to above shall be read as referring to that date
which is 10 days after the giving by NBGI to such Creditor of
NBGI's determination.

The claim of any Creditor who has not been assigned a Claim Value
in accordance with this procedure will be forever barred and may
not be advanced against NBGI or its Canadian Subsidiaries without
leave of the Court of Queen's Bench of Alberta.

TO SHAREHOLDERS: The proposed Plan contemplates the consolidation
of issued and outstanding shares of NBGI on the basis of 20 pre-
consolidation shares for 1 post-consolidation share. This will be
carried out by an amendment to the Articles of NBGI. NBGI intends
to apply to the Court of Queen's Bench of Alberta at Calgary,
Alberta, on a date to be determined, for an Order under s. 185 of
the Business Corporations Act (Alberta) approving this amendment.
There will be no shareholders meeting called to approve the
restructuring of creditors' claims under the CCAA and the
amendment to the Articles.

Nevada Bob's Golf Inc., 5630 Signal Hill Centre S.W., Calgary,
Alberta T3H 3P8. Fax: (403) 686-1558. Phone: (403) 217-2342 Ext.
237 Nevada Bob's Golf Inc. corporate offices are located in
Calgary, Alberta, Canada. The Company's stock trades under the
symbol "NBC" on The Toronto Stock Exchange.

OWENS CORNING: Taps Debevoise & Plimpton as Asbestos Counsel
The Debtors make application to Judge Walrath for an Order
authorizing them to employ the law firm of Debevoise & Plimpton of
New York, New York, as Special Counsel in asbestos litigation and
National Settlement Program-related liabilities, and related civil
and regulatory proceedings. Debevoise & Plimpton has served since
1987 as Owens Corning's counsel in connection with the litigation
of asbestos-related liabilities. In 1998, Debevoise & Plimpton was
appointed national coordinating counsel to assist in the global
resolution of current and future asbestos claims through
negotiated out-of-court settlements, known as the National
Settlement Program. Debevoise & Plimpton has also directed Owens
Corning's defense of asbestos cases pending in the eastern half of
the United States since 1998, and has represented Owens Corning
since the mid-1980s in various corporate, tax and securities
matters, including a securities litigation filed in 1992.

The Debtors seek approval of the employment of Debevoise &
Plimpton retroactively to the commencement of the bankruptcy cases
since the firm has long represented the Debtors in connection with
the litigation of asbestos-related liabilities, and in various
corporate matters and in securities litigation and related
regulatory proceedings. The Debtors wish to continue to employ the
firm to assist them in the handling of asbestos-related claims and
associated regulatory issues.

The professional services that Debevoise & Plimpton will render to
the Debtors include:

   (a) Advising the Debtors with respect to their unresolved
asbestos-or NSP-related liabilities and the proper confirmation,
classification, and evaluation of those liabilities;

   (b) Negotiating the disposition of unpaid asbestos claims with
representatives of Debtors' NSP and non-NSP asbestos creditors,
under a plan of reorganization to be submitted for approval by the

   (c) Advising the Debtors as to the design, rules and procedures
of any asbestos claimants' trusts that may be established as a
result of these cases;

   (d) Advising the Debtors with respect to asbestos- or NSP-
related civil or regulatory matters or proceedings;

   (e) Prosecuting, defending against, and liquidating any claims
for contribution or indemnity between Debtors and other
manufacturers and distributors (or successor entities thereto) of
asbestos-containing products;

   (f) Advising Debtors with respect to the scope and terms of any
channeling injunction to be entered against further asbestos- or
NSP-related litigation;

   (g) Advising Debtors with respect to any public reporting
requirements under the applicable securities laws;

   (h) Preparing on behalf of the Debtors, as debtors-in-
possession, necessary applications, motions, complaints, answers,
orders, reports and other pleadings and documents in connection
with services described in (a)-(g) above; and

   (i) Appearing before the Bankruptcy court and other officials
and tribunals and protecting the interests of the Debtors in other
jurisdictions and other proceedings with respect to the matters
described in (a)-(g) above.

The primary Debevoise & Plimpton attorneys who may appear before
the Bankruptcy Court in connection with these cases are Ralph C.
Ferrara, Roger E. Podesta, Michael E. Wiles, Mark P. Goodman, and
Mary Beth Hogan. The rates of all of the Debevoise & Plimpton
attorneys, and their respective billing rates prospectively
involved in asbestos matters for the Debtors are:

                Ralph C. Ferrara       $595
                Roger E. Podesta       $595
                Michael E. Wiles       $595
                George E. B. Maguire   $555
                Mark P. Goodman        $495
                Mary Beth Hogan        $465
                Phillip D. Parker      $460
                Philip S. Khinda       $395
                Steve Vaccaro          $335
                Sean Mack              $215
                Marie Ventimiglia      $142
                Caron Gelineau         $142

On behalf of Debevoise & Plimpton, attorney Mary Beth Hogan
disclosed that the firm has been paid $326,421.65 in compensation
for services rendered and expenses related to restructuring and/or
in contemplation of these cases for the period of November 1,
1999, through September 30, 2000. Any arrearages will be applied
against the Debtors' retainer of $300,000 from Owens Corning, and
$150,000 from Fibreboard.

Ms. Hogan further disclosed, on behalf of Debevoise & Plimpton,
that the firm has represented and advised Perry Weitz and Weitz &
Luxenberg, but that these parties have agreed in writing to waive
any actual or potential conflict that might result from the firm's
representation of the Debtors. The firm discloses that it may
represent bank credit facilities and trade creditors, attorneys,
accountants, financial consultants and investments bankers
connected with this case, but not in any matter adverse to these
estates. The firm is therefore a disinterested party qualified to
represent these bankruptcy estates in the matters at issue.
(Owens-Corning Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

PARACELSUS HEALTHCARE: Preliminary Tally Shows Support for Plan
Paracelsus Healthcare Corporation (OTC Bulletin Board: PLHC)
announced that a preliminary tally of votes submitted to date on
its Chapter 11 Plan of Reorganization shows substantial support to
accept the Plan from creditors and stockholders. Votes were due on
December 5, 2000. Paracelsus has not completed formal tabulation
of the votes for acceptance or rejection of the Plan and has not
yet submitted a tabulation to the Bankruptcy Court, although the
Company expects to do so in the near future. The Company said that
the Hearing to consider Confirmation of the Plan originally set
for December 8, 2000 has been postponed until February 9, 2001.
The principal reason for the postponement is to permit time for
consideration of two proofs of claim which were received by
Paracelsus on December 6, 2000.

An unidentified private person filed the two proofs of claim, one
on behalf of the United States and one on behalf of the State of
California. Attached to each of the filings as the basis for the
proofs of claim was the same document: a copy of a civil complaint
filed under seal in June 1998 in the United States District Court
for the Central District of California by the private person (the
"relator") on behalf of the United States and California. The
complaint names as defendants Paracelsus, a hospital formerly
owned by Paracelsus, and at least four other entities not related
to Paracelsus. The complaint alleges that Paracelsus violated the
U.S. and California False Claims Acts by, among other things,
paying for patient referrals, submitting false claims to obtain
payments from Medicare and Medi-Cal, and charging for unnecessary
medical services.

The proofs of claim and the complaint do not identify the relator
or the other defendants. Paracelsus has not been formally served
with the complaint, and neither the United States nor California
has intervened to take over the case. Together, the two proofs of
claim are in an amount of approximately $94 million. That is the
total amount sought in the complaint from all defendants and is
inclusive of multiple damages and penalty amounts.

Paracelsus intends to object to the proofs of claim and to contest
the merits of the allegations forming the basis of the claims. One
objection will be based on the late filing of the proofs of claim,
which was made more than one month after the October 31, 2000
deadline set by the Court. In addition, the Company will contest
the multiple damages and penalty amounts reflected in the proofs
of claim. The Company is not currently able to predict whether or
to what extent the proofs of claim will be allowed.

Paracelsus Healthcare Corporation, a public company listed on the
OTC Bulletin Board, was founded in 1981 and is headquartered in
Houston, Texas. Including a hospital partnership, Paracelsus
presently owns the stock of hospital corporations that own or
operate 10 hospitals in seven states with a total of 1,287 beds.

PRIME RETAIL: Hit by Yet One More Shareholder Lawsuit
Hoffman & Edelson, LLC (877/537-6532 toll free) filed a class
action lawsuit in the United States District Court for the
District of Maryland on behalf of all persons who purchased
securities of Prime Retail, Inc. (NYSE:PRT) between May 28, 1999
and January 18, 2000, inclusive.

The complaint charges Prime Retail and certain of its officers and
directors with violations of Sections 10(b) and 20(a) of the
Securities Exchange Act of 1934 and SEC Rule 10b-5 promulgated
thereunder. The complaint alleges that Defendants issued
materially false and misleading statements concerning the
Company's business and financial condition. In particular, the
complaint alleges that Prime Retail assured its investors
throughout the Class Period that it would issue a dividend in its
fourth quarter of 1999, even though it knew that its ability to
continue to pay its dividend was in substantial doubt. As a
result, Prime Retail's stock price was artificially inflated
throughout the Class Period.

For additional information, contact Marc H. Edelson or Jerold B.
Hoffman at Hoffman & Edelson, LLC, 45 W. Court Street, Doylestown,
PA 18901 at 877/537-6532 (toll free), fax number 215/230-8735 or
by e-mail at

PROTECTION ONE: Charles J. Piven Initiates Class Action Lawsuit
Law Offices Of Charles J. Piven, P.A. announced that a private
securities action requesting class action status has been
initiated on behalf of purchasers of the following securities
during the following period:

     All persons or entities who purchased or otherwise acquired     
     Protection One Alarm Monitoring, Inc. 7-3/8% Senior Notes Due     
     2005 and Protection One Alarm Monitoring, Inc. 6-3/4%
     Convertible Senior Subordinated Notes Due 2003 from February
     10, 1998 through November 12, 1999.

No class has yet been certified in the above action. Until a class
is certified, you are not represented by counsel unless you retain
one. If you purchased any of the Notes listed during the class
period, you have certain rights.

For additional information, contact the Law Offices Of Charles J.
Piven, P.A. at The World Trade Center-Baltimore, 401 East Pratt
Street, Suite 2525, Baltimore, Maryland 21202, by email at or by calling 410/332-0030.

PYCSA PANAMA: S&P Lowers Senior Secured Bonds Due 2012 to CC
Standard & Poor's lowered its foreign currency rating on PYCSA
Panama S.A.'s $131 million senior secured bonds due 2012 to
double-'C' from single-'B'-minus.

The rating remains on CreditWatch with negative implications,
where it was placed on Sept. 13, 2000, because of stagnating
traffic revenue growth in 2000 and uncertainty over the project's
ability to make its debt service payments. The project is expected
to make the December 2000 payment, but only by exhausting the debt
service fund and potentially deferring operation and maintenance
payments for 30 days. Based on current projections, it is unlikely
that the project will be able to pay the June 2001 payment without
an equity infusion from the sponsor, Grupo PYCSA. To date, the
sponsor has not committed to making a capital contribution to the
project to avoid a default on the bonds in June 2001.

The sponsor has an incentive to keep the project out of default
because of a planned expansion of the road in 2001 into an
attractive service area that is likely to add traffic volume to
the existing road. The expansion will require additional
financing, which will be more difficult to obtain if the current
project is in default. Proceeds from the financing could be used
to pay interest on the existing bonds during construction of the
expansion. However, the sponsor has not made substantial progress
toward obtaining the financing and it is now unlikely that such
financing would be in place and available to the existing
bondholders to make the June 2001 debt service payment.

The double-'C' rating reflects the following credit weaknesses:

   -- Traffic volumes well below initial forecasts--actual
       revenues for the past three years have been about 35% of
       the original forecast;

   -- The project's inability in 1999 and 2000 to service debt
       from operating cash flow;

   -- The need for robust growth in traffic volumes and revenues
       to achieve financial pro forma targets, as debt service
       rises over time;

   -- Dependence on continued economic growth and political
       stability in the Republic of Panama; and

   -- The limited financial strength of the sponsor and its
       related parent and affiliate companies.

The project still benefits from:

   -- Heavy traffic congestion on existing roadways and
       demonstrated significant time savings available to users of
       the toll road;

   -- Traffic projections that appear reasonable over the long

   -- Effective toll-rate-setting mechanism that adjusts rates for
       changes in inflation and exchange rates without further
       government approval;

   -- Completed construction-the Northern Corridor segment was
       completed in January 1998 and the Madden segment in May
       1999; and

   -- The inability to distribute funds to equity holders until
       the average debt service coverage ratio for the prior four
       quarters exceeds 1.35 times.

PYCSA Panama's failure to realize forecast revenues has eroded
debt-servicing capability. The project relied on releases from
construction contingency and debt service reserves to meet debt
service during 1999 and 2000. Management anticipates fully
exhausting these resources to make the December 2000 debt service

Traffic volumes are well below original forecasts mainly because
of the following issues:

   -- Access to the roads was impeded by the Ministry of Public
       Works (MOP) institution of directional lane changes on
       competing free roads during rush hours, and reliance on   
       manual traffic control, which slows access to the toll road
       from central Panama City. However, the MOP eliminated the
       lane reversals on Sept. 1, 2000, which has increased
       traffic flow to the Northern Corridor. Yet the project is
       not significantly benefiting from this change because
       drivers are using the newly constructed Southern Corridor
       to bypass the competing free road. Management plans to
       expand the project to provide motorists with a better   
       alternative to either the free road or the Southern
       Corridor. If undertaken, phase 1 of the expansion could be
       complete by year-end 2001 at a cost of US$50 million. Phase
       2 could be completed by year-end 2002, and the total cost
       for phases 1 and 2 is estimated at US$94 million.

   -- Drivers are more reluctant to pay the toll than originally
       forecast. The toll rate is high when compared to U.S. urban
       road toll rates.

   -- Truck traffic is still well below forecast because of delays
       in the installation of the transponder system. The original
       transponder contractor has abandoned the project and
       management expects to install a new system by year-end

PYCSA Panama has reported to Standard & Poor's on its efforts to
improve flow and revenues, including completion of the transponder
system; toll restructuring; and coordination with the MOP to
manage the problems regarding access to the toll road, including
the construction modification of three interchanges. If realized,
these actions should further increase traffic volumes

PYCSA Panama, wholly owned by Grupo PYCSA, issued the bonds to
finance a portion of the cost to construct the 8.1-mile Northern
Corridor and 10.1-mile Madden segment toll roads in and near
Panama City. PYCSA Panama operates under a 30-year concession.
Constructora Vial, wholly owned by Grupo PYCSA, completed the
Northern Corridor in early 1998, but did not complete the Via
Madden until May 1999, 11 months behind the originally scheduled
completion date of July 1, 1998, due to delays in obtaining
permits, the receipt of new heavy equipment, and rainy weather.
Autovias, wholly owned by Grupo PYCSA, operates the roads under a
long-term agreement.

The rating will remain on CreditWatch with negative implications
until management commits additional capital to the project, the
expansion road is financed, or the project defaults on the bond
payment, Standard & Poor's said. -- CreditWire

RECYCLING INDUSTRIES: Bankruptcy Court Dismisses Chapter 11 Case
The U.S. Bankruptcy Court entered an order dismissing Recycling
Industries Inc.'s Chapter 11 case. The Company, which had been
operating under Chapter 11 protection since February 1999, stated
that it was still involved in discussions for potential closures
and lay offs. (New Generation Research, Inc., 11-Dec-00)

TSR WIRELESS: Pager Service Provider Seeks Bankruptcy Protection
TSR Wireless LLC, a pager service provider and retailer of
wireless devices, declared bankruptcy five days after it halted
business and left nearly 2.6 million subscribers in limbo and
1,700 workers jobless, according to the Associated Press. The
company, which billed itself as the nation's sixth-largest pager
carrier, seeks to liquidate its assets under chapter 7 of the
federal Bankruptcy Code. Its petition was filed in U.S. Bankruptcy
Court in Newark and assigned to Chief Bankruptcy Judge Rosemary
Gambardella. (ABI 11-Dec-00)

UNICAPTIAL CORP: Files for Chapter 11 Protection in New York
UniCapital Corporation (OTCBB:UCPC) announced it has filed
petitions for reorganization under Chapter 11 of the United States
Bankruptcy Code. Chapter 11 petitions were filed on behalf of
UniCapital Corporation and substantially all of its subsidiaries,
not including certain special purpose entities related to the
company's conduit and securitization financings. The Chapter 11
cases were filed in the United States Bankruptcy Court for the
Southern District of New York. The cases were assigned to the
Honorable Judge Blackshear, Bankruptcy Judge.

Prior to the Chapter 11 filing, UniCapital sold its lease
servicing operations to Portfolio Financial Servicing Company.
Also prior to the Chapter 11 filing, UniCapital sold certain
assets composing a portion of the businesses of five of its wholly
owned operating subsidiaries. Terms of the transactions were not

UniCapital Corporation has provided asset-based financing in
strategically diverse sectors of the commercial equipment leasing
industry. UniCapital has originated, acquired, sold and serviced
equipment leases and arranged structured financing in the big
ticket, middle market, small ticket and computer and
telecommunications segments of the commercial equipment leasing

VALLEY RIVET: Case Summary and 20 Largest Unsecured Creditors
Debtor: Valley Rivet Company, Inc.
        34 Defense Street, Suite 100
        Annapolis, MD 21401

Chapter 11 Petition Date: December 11, 2000

Court: District of Delaware

Bankruptcy Case No: 00-04554

Debtor's Counsel: Stephen W. Spence, Esq.
                  Phillips, Goldman & Spence, P.A.
                  1200 North Broom Street
                  Wilmington, DE 19806
                  (302) 686-4200

Total Assets: $ 10 million above
Total Debts : $ 10 million above

20 Largest Unsecured Creditors:

La Salle Business Credit, Inc.
Ellen Gook
135 South La Salle Street        Value of
Chicago, IL 60603                 security
(312) 904-6309                    disputed            $ 13,767,261

MGF Industries Corp.              Trade Debt             $ 363,741

Atlantic Wire                    Trade Debt              $ 306,474

NiFast Corporation               Trade Debt              $ 198,812

Carpenter Technology Co.         Trade Debt              $ 134,490

Zapp USA Inc.                    Trade Debt              $ 122,428

Monarch Metals                   Trade Debt               $ 99,479

Copper & Brass International     Trade Debt               $ 66,660

Electronic Plating Co.           Trade Debt               $ 60,908

Craftsman Plating & Tinning      Trade Debt               $ 47,949

Belmont Plating Works, Inc.      Trade Debt               $ 46,328

Morgan Ohare Inc.                Trade Debt               $ 40,726

New Age Rebuilders Inc.          Trade Debt               $ 39,913

Tru-Spec Metals, Inc.            Trade Debt               $ 38,696

Metal Art Finishing Inc.         Trade Debt               $ 34,159

L & P Financial Services
Legget Road                     Trade Debt               $ 33,092

Metal Technology Corp.           Trade Debt               $ 31,680

HMO Illinois                     Trade Debt               $ 30,632

Sivaco Quebec                    Trade Debt               $ 29,951

Cincinnati Metal                 Trade Debt               $ 29,631

VANALCO, INC: Shuttering Aluminum Operations By Year-End
Vanalco Inc., a privately-owned aluminum producer in Washington
state, will completely shut down its 115,000-tonne-per-year
aluminum smelter by the end of December, according to a Reuters
report. General Manager Chuck Reali said he does not know if the
closure will be permanent, and declined to say whether the company
would be filing for chapter 11. (ABI 11-Dec-00)

VDC COMMUNICATIONS: Shareholders Elect Dr. Hausman to Board
VDC Communications, Inc. (Amex: VDC) announced that, at VDC's
Annual Meeting of Stockholders held December 11, 2000,
stockholders elected board member Dr. Leonard Hausman to serve
until the 2003 Annual Meeting of Stockholders or until his
successor is elected and qualified. In addition, stockholders
approved an amendment to VDC's 1998 Stock Incentive Plan, as
amended, to increase the number of shares of VDC's common stock
available for issuance pursuant to grants thereunder from five
million to eight million shares and ratified the Board of
Director's selection of BDO Seidman, LLP, as VDC's independent
auditors for the fiscal year ending June 30, 2001.

VDC is a facilities-based domestic and international
telecommunications company, providing domestic and international
carrier services to retail and wholesale customers.

VR HOLDINGS: Case Summary and 3 Largest Unsecured Creditors
Debtor: VR Holdings, Inc.
        34 Defense Street Suite 100
        Annapolis, MD 21401

Chapter 11 Petition Date: December 11, 2000

Court: District of Delaware

Bankruptcy Case No.: 00-04553

Debtor's Counsel: Stephen W. Spence, Esq.
                  Phillips, Goldman & Spence, P.A.
                  1200 North Broom Street
                  Wilmington, DE 19806
                  (302) 686-4200

Total Assets: $1 million above
Total Debts : $ 1 million above

3 Largest Unsecured Creditors:                                                $ 27,000

Rich Marton's Glen Burnle L/M                                $ 600

Verizon Wireless                                             $ 348

WEIRTON STEEL: Moody's Changes Rating Outlook to Negative
Moody's Investors Service changed its outlook for Weirton Steel
Corporation to negative from positive in response to very
difficult steel market conditions and Weirton's weaker financial
performance. Moody's confirmed its B2 senior implied and B2 senior
unsecured issuer ratings for Weirton, and its B1 rating for
Weirton's $100 million senior secured bank credit facility.
Moody's B2 rating was confirmed for the following securities: $123
million of 11.375% senior notes due 2004, $121 million of 10.75%
senior notes due 2005, and $56.3 million of 8.625% pollution
control revenue bonds due 2014.

The improvement in Weirton's financial performance in the first
half of the year has reversed, and difficult market conditions are
expected to continue at least though the first half of 2001.
Weirton's EBITDA was approximately $28 million per quarter in the
first two quarters of 2000, but fell to $2 million in the third
quarter as shipments and selling prices fell substantially during
the quarter as a result of high levels of imported sheet products
and excess inventory. Steel demand and prices show no signs of
firming at this time, and higher natural gas prices and production
curtailments will further impair Weirton's operating results.
Weirton benefits from a higher value-added product mix than most
integrated steel makers, and has a strong share of the tin mill
product market, which accounts for about 40% of its net sales.
Nevertheless, Weirton remains susceptible to imports and competes
with a growing number of domestic flat-rolled steel producers,
including new low-cost minimill capacity. Also, most of its
operations are concentrated at a single location, which increases
operating risk.

Weirton has not used the $180 million of proceeds it received from
last December's sale of 35% of MetalSite L.P. to reduce debt in
2000. As of September 30, 2000, Weirton's cash balance was $68
million, down from $209 million on December 31, 1999. In the last
nine months, approximately $100 million of cash has been invested
in working capital. Cash used by investing activities consisted of
$20 million of capex and $30 million for loans and advances to
unconsolidated subsidiaries, predominantly MetalSite and GalvPro
LP. As of October 5, 2000, Weirton had advanced MetalSite $21
million under several loans. It is unlikely that Metal Site will
be able to do an IPO anytime soon, and Weirton expects to continue
to fund a portion of MetalSite's operations for the foreseeable

Weirton's overall liquidity remains fairly good, however. Working
capital changes should generate cash and help offset operating
losses. As of September 30, 2000, Weirton had $58 million
available under its two receivables participation agreements and
$100 million available for borrowing under its inventory facility.
Weirton's application for a $25.5 million loan through the
Emergency Steel Loan Guarantee Act has been approved by the U.S.
government and the company expects the loan to close in December.
The loan is to be used for general corporate purposes.

Weirton's leverage was 71% at September 30. In addition to $299
million of debt, the company's pension and other postretirement
benefit obligations totaled $405 million. Net losses will erode
Weirton's book equity, $122 million, and asset writedowns are
possible in the current environment.

Weirton Steel Corporation is an integrated producer of hot-rolled,
cold-rolled, galvanized, and tin-plate steel products
headquartered in Weirton, West Virginia.

WHEELING-PITTSBURGH: Sec. 341 Meeting Scheduled for Jan. 11, 2001
The United States Trustee for Region IX will convene a meeting of
the Debtor's Creditors pursuant to 11 U.S.C. Sec. 341(a) to be
held on January 11, 2001, at 11:00 a.m. at Kilcawley Center,
Youngstown State University, Spring Street, Youngstown, Ohio. All
creditors are invited, but not required, to attend. This Official
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding to question a responsible officer of the Debtor under
oath. (Wheeling-Pittsburgh Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

* Meetings, Conferences and Seminars
January 9-14, 2001
          National CLE Conference on Bankruptcy Law
             Marriott, Vail, Colorado
                Contact: 1-800-926-5895 or

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

February 25-28, 2001
          Norton Bankruptcy Litigation Institute I
             Marriot Hotel, Park City, Utah
                Contact: 770-535-7722 or

February 28-March 3, 2001
          Spring Meeting
             Hotel del Coronado, San Diego, CA
                Contact: 312-822-9700 or

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

March 28-30, 2001
          Healthcare Restructurings 2001
             The Regal Knickerbocker Hotel, Chicago, Illinois
                Contact: 1-903-592-5169 or

March 29-April 1, 2001
          Norton Bankruptcy Litigation Institute II
             Flamingo Hilton; Las Vegas, Nevada
                Contact: 1-770-535-7722 or

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

May 17-18, 2001
          Bankruptcy Sales & Acquisitions
             The Renaissance Stanford Court Hotel,
             San Francisco, California
                Contact: 1-903-592-5169 or

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

June 28-July 1, 2001
          Western Mountains, Advanced Bankruptcy Law
             Jackson Lake Lodge, Jackson Hole, Wyoming
                Contact: 770-535-7722 or

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

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


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

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

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles available
from -- go to
-- 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

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                * * * End of Transmission * * *