TCR_Public/001214.MBX         T R O U B L E D   C O M P A N Y   R E P O R T E R

          Thursday, December 14, 2000, Vol. 4, No. 244

                           Headlines

BIG V: F&D Reports Says Bondholders Press for New Committee
DRKOOP.COM: Proposes Reverse Stock Split to Avoid Delisting
DUKE & LONG: Five-Member Creditors' Committee Appointed
FITZGERALDS MISSISSIPPI: Case Summary & Largest Unsecured Creditor
GENESIS/MULTICARE: Personal Injury Claim Settlement Protocol

HARNISCHFEGER: Hires BMC as Balloting and Voting Agent
IRIDIUM, LLC: Iridium Satellite Completes Assets Acquisition
JWM INVESTMENTS: Case Summary and 20 Largest Unsecured Creditors
KENETECH CORP: ValueAct Capital Tender Offer Extended to Dec. 19
LERNOUT & HAUSPIE: Appeals Denial of Belgian Concordaat

MARINER POST-ACUTE: Jones Day Continues as Litigation Counsel
MICROAGE, INC: Seeks Exclusivity Extension to File Business Plan
NIAGARA MOHAWK: Constellation Buys Nuclear Plants in Auction
OWENS CORNING: Commercial Committee Retains Davis Polk as Counsel
PIONEER COMPANIES: Moody's Cuts Secured Credit Facility to Caa1

PSINET INC: Faces Another Shareholder Class Action Lawsuit
RELIANCE GROUP: NYSE Suspends Trading and May Delist Securities
RITE AID: Selling Corporate Artwork to Raise Cash
SANTEE RIVER: Recycling Plant Gets $107,800 Cash to Keep Afloat
SCOUR, INC: CenterSpan Prevails at Auction with $9 Million Bid

TRI VALLEY: Mulls Purchase Offer from Hancock Affiliate
UNICAPITAL CORP: Case Summary
WASHINGTON HOLDING: Case Summary and 8 Largest Unsecured Creditors
WEINER'S STORES: Announces $22.9 Million 3rd Quarter Net Loss
WEINER'S STORES: Court Gives DIP Financing Final Approval

WEIRTON STEEL: Moody's Confirms Securities Ratings at B2
ZYAN COMM: DSL Service Provider Seeks Protection Under Chapter 11

                           *********

BIG V: F&D Reports Says Bondholders Press for New Committee
-----------------------------------------------------------
In the Big V Supermarkets Chapter 11 Case, the United States
Trustee for Region III appointed a seven-member Creditors'
Committee. F&D Reports has learned that certain of the Company's
bondholders not appointed to the Committee have sent a letter to
the US Trustee seeking to have the Committee reconstituted. The
Bondholders ask the US Trustee to (a) remove Wakefern Food
Corporation from the Committee, reportedly based upon the
bondholders' belief that Wakefern's participation would make it
difficult for things to function smoothly, and (b) appoint a
majority of bondholders to the reconstituted Committee.


DRKOOP.COM: Proposes Reverse Stock Split to Avoid Delisting
-----------------------------------------------------------
Drkoop.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.


DUKE & LONG: Five-Member Creditors' Committee Appointed
-------------------------------------------------------
The Organizational Meeting for convenience store operator Duke &
Long Distributing Co. (Paducah, KY) was conducted in Wilmington,
DE on Friday afternoon, at which time a five-member Committee was
selected by the Office of the US Trustee. Appointed to the
Committee were the McLane division of Wal-Mart, the Company's
principal distributor, BP/Amoco, Conoco, Citgo and Frito Lay. The
Committee organized itself but deferred the selection of
professionals, F&D Reports relates in a report published this
week, adding that the Company disclosed at the meeting that it
anticipated closing 60 of its 209 locations, 30 of which were
already closed. The additional 30 will be accomplished by
staggered closings.


FITZGERALDS MISSISSIPPI: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------------
Debtor: Fitzgeralds Mississippi, Inc.
        711 Lucky Lane
        Robinsonville, MS 38664

Affiliates: Fitzgeralds South, Inc.
            Fitzgeralds Reno, Inc.
            Fitzgeralds Las Vegas, Inc.
            Fitzgeralds Black Hawk, Inc.
            Fitzgeralds Black Hawk II, Inc.
            101 Main Street Limited Liability Company
            Fitzgeralds Incorporated
            Fitzgeralds Fremont Experience Corporation
            Nevada Club, Inc.
            Fitzgeralds Gaming Corporation

Type of Business: The owner and operator of a casino/hotel located
                  in Tunica, Mississippi

Chapter 11 Petition Date: December 5, 2000

Court: District of Nevada

Bankruptcy Case No.: 00-33472

Judge: Gregg W. Zive

Debtor's Counsel: Thomas H. Fell, Esq.
                   Gordon & Silver, Ltd.
                   3960 Howard Hughes Parkway Ninth Floor
                   Las Vegas, Nevada 89109
                   (702) 796-5555

Total Assets: $ 160,776,664
Total Debts : $ 292,787,870

5 Largest Unsecured Creditors:

VLC                                                      $ 234,587

VLC                                                      $ 216,683

State Tax Commission                                     $ 132,450

Tranamerica Insurance Finance Corp.                       $ 60,000

Young Electric Sign Company                                $ 1,041


GENESIS/MULTICARE: Personal Injury Claim Settlement Protocol
------------------------------------------------------------
To streamline the procedure and reduce administrative expense,
Genesis Health Ventures, Inc., sought and obtained the Court's
authority, pursuant to sections lO5 and 363 of the United States
Bankruptcy Code and Rule 9019(b) of the Bankruptcy Rules, to
compromise and settle pre-petition personal injury claims in
accordance with a proposed procedure without further order of the
Court.

The Court's order provides that the procedure is effective nunc
pro tunc to the Petition Date and all settlement reached pre-
petition or up to the date of the Order may be consummated, in
accordance with the procedure and the provisions in the Court's
Order granting the motion, without further order of this Court.

Pursuant to the Court's order, the Debtors are authorized to
settle prepetition personal injury Claims by allowing the claimant
a general unsecured claim for up to the amount for which the
Debtors may be liable, to the extent that such settlement amount
falls within the self-insured retention or remaining deductible
portion of the applicable insurance policy, if any. The Court's
order expressly provides that the Debtors shall not settle any
claim in excess of the policy limits without further Court
approval.

The Court's order also provides for payment by the applicable non-
Debtor party or parties to the claimant, without further order of
the Court.

To the extent that the settlement amount exceeds the amount, if
any, for which the Debtors are liable under the applicable sell-
insured retention or deductible, the applicable non-Debtor party
is authorized to pay the balance of the settlement amount, without
further order of the Court, provided that the Debtors shall not
settle any claim in excess of the policy limits without further
Court order.

By entering into the settlement, the holder of the prepetition
personal injury claim shall be deemed to have released any and all
other related claims against the Debtors.

The Court's order requires that the Debtors submit quarterly
status reports to the Debtors' DIP financing lenders and the
Creditors' Committee, indicating the number of such settled
claims, the amount of the allowed unsecured claims accorded to the
settling claimants, the aggregate number of the settled actions
for which payment has been made by the applicable non-Debtor third
party and the aggregate amount of the payments made.

Judge Walsh makes it clear that no settlements will be entered
into except in accordance with the terms of the Debtors' DIP
financing.

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


HARNISCHFEGER: Hires BMC as Balloting and Voting Agent
------------------------------------------------------
Harnischfeger Industries, Inc., asks Judge Walsh for permission
pursuant to section 327(a) of the Bankruptcy Code to expand
employment of BMC to include the capacity of Voting Agent.

BMC has been retained by the Debtors to render bankruptcy data
management service, approved by Court order of March 13, 2000 nunc
pro tunc to January 19, 2000. The Debtors believe that with BMC's
extensive knowledge of the creditor body and the claims as well as
the dynamic real-time nature of BMC's information database, BMC
can provide the solicitation services more efficiently and in a
more cost-effective manner than to require the Debtors or ther
professionals to perform the function, or to employ any other
outside agent.

Subject to the Court's approval, BMC will provide services as
Voting Agent in addition to continuing to provide bankruptcy
management data services to the Debtors. Services in the capacity
of Voting Agent will include, but not limited to:

(1)  Participation in planning with the Debtors and their
      attorneys regarding all aspects of the Plan vote;

(2)  Working with the Debtors to request appropriate information
      from indenture trustees, transfer agents, and any other
      intermediaries;

(3)  Identifying the voting and non-voting creditors and equity
      security holders;

(4)  Coordinating the design and printing of the ballots;

(5)  Printing ballots to each creditor;

(6)  Printing mailers specific to each non-voting creditor and/or
      equity security holder;

(7)  Coordinating the mailing of the Plan packages and providing
      an affidavit verifying the mailing of the Plan packages;

(8)  Preparing voting reports by Plan class and voting amount and
      maintaining all such information in a BMC database;

(9)  Receiving, date and time stamping, and tabulating all ballots
      received prior to the voting deadline in accordance with
      established procedures, and preparing a vote certification
      and certificate of service for filing with the Court;

(10) Responding to telephone inquiries regarding the Plan,
      Disclosure Statement, the voting procedures and/or requests
      for copies, with answers restricted to the information in
      the Plan, Disclosure Statement, and/or other solicitation
      materials and will seek assistance from the Debtors or their
      counsel on any questions that fall outside the scope of such
      documents;

(11) Providing any other solicitation-related services as the
      Debtors may from time to time request, including testimony
      at the confirmation hearing with respect to the Voting Agent
      services and the results of the vote on the Plan.

                  Expanded Terms of Compensation

The Debtors do not contemplate any revisions in the terms of
compensation to BMC other than application of the pricing schedule
for specific services provided as Voting Agent:

      Consulting services            $90.00 - $175.00 per hour

      Clerical support and
        telephone enquiry services   $40.00 per hour

      Ballot tabulation fee          $1.25 per ballot received

      Print production and           Based on actual project
        postage costs                  specifications

The Debtors believe that the proposed compensation is at a level
that is reasonable and appropriate for services of this nature and
is consistent with the compensation arrangements charged by BMC in
other cases in which BMC has been retained to perform similar
services.

The Debtors believe the fees and expenses of BMC incurred in
performance of the Voting Agent services are an administrative
expense of the Debtors' estates. The Debtors request authority to
compensate and reimburse BMC in the ordinary course of business
for all services rendered and expenses incurred in connection with
the Debtors' chapter 11 cases.

The Debtors renew their request that BMC be excused from complying
with the Interim Compensation Order for services rendered as
Voting Agent for the Debtors. Instead, BMC will, on a monthly
basis, continue to submit copies of its invoices to the U.S.
Trustee concurrently with its submission to the Debtors. The
Debtors submit that voting agents that provide similar services
in other cases in the District do not generally file fee
applications and requiring BMC to follow the procedures in the
Interim Compensation Order will unduly burden the Debtors' estates
and BMC.

The Debtors reinstated that BMC does not hold or represent any
interest adverse to the Debtors or to their estates and is a
"disinterested person" as that term is defined under section
1107(b) of the Bankruptcy Code. (Harnischfeger Bankruptcy News,
Issue No. 34; Bankruptcy Creditors' Service, Inc., 609/392-0900)


IRIDIUM, LLC: Iridium Satellite Completes Assets Acquisition
------------------------------------------------------------
Iridium Satellite LLC announced that it has completed the
acquisition of the operating assets of Iridium LLC and its
subsidiaries.  With the asset transfer complete, Iridium
Satellite LLC now owns all of the former assets of Iridium LLC,
including the satellite constellation, the terrestrial network,
Iridium real property and intellectual property owned by Iridium
LLC.  With a purchase price of $25 million and a cost structure
that amounts to less than $7 million per month for all operations,
the Company expects that it will be able to deliver extremely
competitive satellite communications services to the market.

Iridium Satellite LLC will begin service to the U.S. government
immediately.  By the end of the 1st quarter of 2001, the Company
will launch commercial satellite communications services to heavy
industry and other government customers.  The marketing strategy
will be to focus on industrial clients whose operations require
reliable communications to and from remote areas of the globe
where terrestrial systems are not available.  The Iridium
system has the unique ability to reach all of the world's remote
areas, including the airspace, the oceans and the many under-
developed parts of the globe that currently have no communications
systems.  Specifically, the Company will pursue industrial
segments including aviation, maritime, oil & gas, mining, heavy
construction, forestry, emergency services and the leisure
market.

"We do not see Iridium as a mass consumer service," said Dan
Colussy, Chairman of Iridium Satellite LLC.  "It is a
communications service that addresses the very specific needs of
the industrial markets and other specialized segments.  Because of
our significantly reduced cost structure and Iridium's unique
system capabilities, we will be able to serve these markets
more effectively than any other existing service."

Iridium Satellite will begin service with voice and data
capabilities of 2.4 Kbps.  The Company expects to offer enhanced
data and Internet capability at 10 Kbps within six months of
service launch and short burst messaging by the end of 2001.  
Iridium satellite also plans to offer specialty equipment
for aviation, maritime and fixed applications.

Iridium Satellite LLC has contracted with The Boeing Company to
operate and maintain the satellite constellation, and Motorola has
agreed to provide subscriber equipment.


JWM INVESTMENTS: Case Summary and 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: JWM Investments, Inc.
        3301 Spring Mountain Rd.
        Suite #12
        Las Vegas, Nevada 89121

Type of Business: Developing and leasing real property

Chapter 11 Petition Date: December 8, 2000

Court: District of Nevada

Bankruptcy Case No.: 00-19303

Judge: Linda B. Riegle

Debtor's Counsel: Victor M. Perri, Esq.
                  Victor M. Perri & Associates
                  633 South Fourth Street, Suite #4
                  Las Vegas, Nevada 89101
                  (702) 385-1340

Total Assets: $ 7,067,471
Total Debts : $ 3,205,426

20 Largest Unsecured Creditors:

Desert Community Bank
3740 South Pecos-McLeod
Las Vegas, Nevada 89121
c/o Smith Larsen & Wixon
Rainbow Corporate Center
777 North Rainbow, Suite 380
Las Vegas, Nevada 89107
(702) 252-5002                                           $ 498,666

Desert Community Bank
3740 South Pecos-McLeod
Las Vegas, Nevada 89121
c/o Smith Larsen & Wixom
Rainbow Corporate Center
777 North Rainbow, Suite 380
Las Vegas, Nevada 89107
(702) 252-5002                                           $ 265,591

Desert Community Bank                                    $ 222,497

Mercedes-Benz Credit                                     $ 166,252

Clayton Mortgage & Investment                             $ 75,000

Mercedes-Benz Credit                                      $ 69,263

The W.L.B. Group                                          $ 63,297

Lamb Architects, LLC                                      $ 42,003

Ford Motor Credit                                         $ 38,372

Santec Consulting, Inc.,
formerly Cellar Barr Associates, Inc.                    $ 37,044

Nationwide Credit, Inc.                                   $ 32,609

Mercedes-Benz Credit                                      $ 32,512

Chrysler Financial                                        $ 31,879

The Law Office of Muije & Varricchio                      $ 29,250

Bank West of Nevada                                       $ 28,527

Chrysler Financial                                        $ 22,626

Toyota Financial Services                                 $ 18,535

Nationwide Credit, Inc.                                   $ 11,319

Johnson, Jacobsen & Wilcox, PC                             $ 6,873

Westaff                                                    $ 6,283


KENETECH CORP: ValueAct Capital Tender Offer Extended to Dec. 19
----------------------------------------------------------------
KC Merger Corp., an indirect, wholly-owned subsidiary of ValueAct
Capital Partners, L.P. announced that it is extending its offer to
acquire all outstanding shares of common stock (and associated
preferred share purchase rights) of KENETECH Corporation
(OTCBB:KWND.OB) at a purchase price of $1.04 per share, until 5:00
p.m., New York City time, on Tuesday, December 19, 2000. The offer
was previously scheduled to expire at 5:00 p.m., New York City
time, on Tuesday, December 12, 2000. The terms of the extended
offer are the same as the original offer as set forth in the
offering materials previously distributed to KENETECH
stockholders.

Based on the latest count of tendered shares, approximately
14,868,566 shares of KENETECH common stock (and associated
preferred share purchase rights) have been tendered and not
withdrawn pursuant to the tender offer, representing approximately
72.2% of the public shares available to be tendered.

KC Merger Corp. is extending the offer in order to provide
KENETECH stockholders additional time to tender shares so that the
minimum condition of at least 85% of the then outstanding shares
(other than shares held by Mark Lerdal) being validly tendered and
not withdrawn in the offer may be satisfied.

As a consequence of the extension of the expiration date, holders
of KENETECH common stock may tender or withdraw shares until 5:00
p.m., on December 19, 2000, unless the offer is further extended.
The tender offer is being made through, and the foregoing is
qualified in its entirety by reference to, the Offer to Purchase,
dated November 6, 2000, the Supplement to the Offer to Purchase,
dated November 26, 2000, and the related letter of transmittal.
KENETECH stockholders should read such documents completely prior
to making any decision as to the tender offer.

Questions and requests for assistance with respect to the offer
may be directed to MacKenzie Partners, Inc., the information agent
for the offer, at 800/322-2885.


LERNOUT & HAUSPIE: Appeals Denial of Belgian Concordaat
-------------------------------------------------------
Lernout & Hauspie Speech Products NV (EASDAQ: LHSP), a world
leader in speech and language technology, products and services,
announced a unanimous decision by the Board of Directors to appeal
for concordaat in Belgium. A concordaat is similar to Chapter 11
bankruptcy protection in the US. The appeal will be made before
the Court of Ghent within seven days.

John Duerden, President, Chief Executive Officer and Managing
Director said: "The board and I remain convinced that the best
solution for the Company is joint protection in the US and
Belgium. We now have additional time to explain the current
business plan to the court and to confirm the value of L&H's
worldwide assets. We will consider every possibility that
maximizes value for our shareholders and creditors. Negotiations
are being finalized with a leading investment bank to assist us in
this process."

"In the meantime, the Company continues to operate under the
guidelines of Chapter 11 in the US and the December 12th decision
of the Commercial Court of Ieper to appoint 3 administrators. On
behalf of our shareholders and employees, we are committed to
taking every possible action to ensure that L&H remains the
leading global provider of speech and language technologies,"
Duerden continued.

Jo Lernout, member of the Executive Committee of L&H, added: "I
fully support John's business plan, and I am convinced that it
represents the best way forward, not only for L&H's Belgian
operations, but for the entire Company."


MARINER POST-ACUTE: Jones Day Continues as Litigation Counsel
-------------------------------------------------------------
Since 1998, Jones, Day, Reavis & Pogue has represented Mariner
Post-Actue Network with respect to the Rutledge litigation pending
in the District Court for the Eastern District of Pennsylvania.
Following commencement of their chapter 11 cases, MPAN continued
to engage Jones Day with respect to the Rutledge litigation under
the Ordinary Course Professionals Order.

In anticipation of Jones Day's expanded role, Mariner sought and
obtained the Court's authority to employ Jones Day as special
litigation counsel nunc pro tunc as of October 1, 2000, to perform
legal services for the Debtors in connection with (a) the qui tam
litigation, United States ex rel. Rutledge et aL v. Paragon Health
Network, Inc. et al, Civil Action No. 97-6801-NS, pending in the
United States District Court for the Eastern District of
Pennsylvania; (b) evaluating and prosecuting litigation claims
that may be pursued in connection with the Debtors' chapter 11
cases.

The Debtors note that Jones Day is particularly well-suited to
represent them in the litigation in light of expertise,
experience, wide litigation practice area, valuable institutional
knowledge of the Debtors' businesses and financial affairs as well
as experience and expertise regarding the Rutledge and litigation
claims matters. In pariticular, the Debtors observe that Jones Day
was successful in convincing the Department of Justice and
Department of Health and Human Services' Office of Inspector
General not to intervene in Rutledge.

The Debtors tell Judge Walrath that Jones Day will not duplicate
the services rendered by Stutman, Treister & Ulatt as bankruptcy
counsel and Richards, Layton & Finger, PA as co-counsel, because
the legal firms have well-defined roles.

Pursuant to the retention of Jones Day, Gregory M. Luce will
continue to be the partner generally responsible for MPAN's
representation with respect to Rutledge, including staffing. Mr.
Luce will be assisted by Jones Day partner James 5. Graham, and
other individuals as needed. James D. Wareham will be the partner
generally responsible for MPAN's representation with respect to
the litigation claims matter, including staffing. Mr. Wareham will
be assisted by three Jones Day partners: Charles M Carberry,
Richard A. Chesley and Christopher F. Dugan.

Jones Day will charge MPAN its ordinary and customary hourly
rates, which may change from time to time in accordance with Jones
Day's established billing practices and procedures:

        $465                 for partners
        $185 to $275         for associates and
        $80 to $185          for paraprofessionals

Jones Day will seek reimbursement of its expenses incurred in
connection with the rendering of the legal services described
above.

The Debtors report that they owed $627.79 to Jones Day for
services performed prior to the Petition Date, for which Jones Day
has waived its right to any claim. The Debtors also disclose
$2,000,000 in payments that they made to Jones Day during the year
immediately preceding the Petition Date.

In an affidavit, Gregory M. Luce, Esq., a Jones Day Partner,
reveals that Jones Day serves as counsel to Wachovia Bank, NA, one
of the DIP Lenders. Prior to the Petition Date, Jones Day received
Waivers from Wachovia and the Debtors authorizing: (i) Jones Day's
representation of Wachovia with respect to both the Prepetition
Credit Agreement and any bankruptcy cases involving the Debtors
and (ii) Jones Day's ongoing representation of the Debtors as
counsel with respect to the Rutledge matter. In connection with
the Waivers, Jones Day agreed that it would serve only as legal
adviser and counselor to Wachovia Bank, NA and would not appear as
its counsel of record in any bankruptcy case involving the Debtors
without the written consent of the Debtors, and, in any event,
would not appear as Wachovia's counsel of record in any actual
litigation involving the Debtors.

Mr. Luce advises that Jones Day has also implemented screening
procedures to ensure that no confidential information obtained by
lawyers or support personnel in Jones Day's representation of
Wachovia with respect to the Pre-Petition Credit Agreement and
these chapter 11 cases is available to any lawyers or support
personnel involved in Jones Day's representation of the
Debtors in the Rutledge matter.

Mr. Luce also relates that Jones Day has working relationships
with certain professionals retained by MPAN cases, e.g. Richards,
Layton & Finger.

Jones Day also has non-client connections to Aetna U.S.
Healthcare, Jones Day's health insurance vendor.

Mr. Luce's affidavit says that because Jones Day is a large
international law firm, approximately 1,200 attorneys and
approximately 2,000 other employees, and MPAN is a large
enterprise with numerous relationships, Jones Day is unable to
state with certainty that every client representation or
other connection has been disclosed. Mr. Luce assures that if
Jones Day discovers additional information that requires
disclosure, Jones Day will file a supplemental disclosure with the
Court as promptly as possible.

Mr. Luce represents that to the best of his knowledge, neither
Jones Day, nor any Jones day partner or associate holds or
represents any interest adverse to the Debtors or their respective
estates in the matters for which Jones Day is to be retained.
(Mariner Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


MICROAGE, INC: Seeks Exclusivity Extension to File Business Plan
----------------------------------------------------------------
MicroAge, Inc., is in the process of liquidating certain assets of
MicroAge Teleservices, L.L.C. and MicroAge Technology Services,
L.L.C. in order to secure monies to fund a viable plan. This
process, D.J. Baker, Esq., of Gibson, Dunn & Crutcher, tells the
Bankruptcy Court in Phoenix, has been extremely time consuming and
complicated and won't be completed until late 2000 or early 2001.
The Debtors need time to complete the contemplated sales in order
to propose a plan that will maximize the returns to the creditors.
The Debtors expect that the Official Committee of Unsecured
Creditors will actively participate in the negotiation of the
Plan.  Accordingly, the Debtors ask the Court for an extension of
their exclusive period during which to file a plan of
reorganization to February 28, 2001 and a concomitant extension of
their exclusive period during which to obtain acceptances of their
plan to April 30, 2001.

MicroAge filed for Chapter 11 protection on April 13, 2000.  

Judge Case has scheduled a hearing for Dec. 21 to consider
MicroAge's request.


NIAGARA MOHAWK: Constellation Buys Nuclear Plants in Auction
------------------------------------------------------------
Niagara Mohawk Power Corp. will sell its ownership of the Nine
Mile Point 1 and 2 nuclear plants, and New York State Electric &
Gas Corp. (NYSEG), Rochester Gas and Electric Corp., and Central
Hudson Gas & Electric Corp. have agreed to sell their ownership of
the Nine Mile 2 nuclear plant, to Constellation Nuclear, under an
agreement announced.

Constellation Nuclear was the successful bidder in a competitive
auction for the plants.  The purchase price is $815 million in
cash and payments and $134 million in interest for 82 percent of
the 1,148-megawatt Nine Mile Point 2 plant and 100 percent of the
609-megawatt Nine Mile Point 1 plant.  Of the purchase price,
$407.5 million will be paid at closing and another $407.5 million
in principal and $134 million in interest will be paid in
five annual payments.  The total of payments and interest for the
82 percent of Nine Mile 2 is $676.6 million.  The total of
payments and interest for Nine Mile 1 is $272.6 million.

The sellers' pre-existing decommission funds will be transferred
to Constellation, who will take responsibility for all future
decommissioning funding.  No additional funding from the sellers
is required, a saving to the sellers of $88 million.

Constellation Nuclear, a wholly owned subsidiary of Constellation
Energy (NYSE: CEG), is the owner and operator of the two-unit
Calvert Clifts nuclear plant in Maryland.

Niagara Mohawk is a wholly owned subsidiary of Niagara Mohawk
Holdings, Inc. (NYSE: NMK).  NYSEG is a wholly owned subsidiary
of Energy East Corp. (NYSE: EAS).  Rochester Gas and Electric is a
wholly owned subsidiary of RGS Energy Group (NYSE: RGS).  Central
Hudson is a wholly owned subsidiary of CH Energy Group, Inc.
(NYSE: CHG).  The Long Island Power Authority, an 18 percent owner
of Nine Mile 2, is not participating in the sale.

The sale is consistent with an April New York State Public Service
Commission order urging the owners to determine the market value
of the plants through an open, competitive process.  Department of
Public Service staff participated in the auction process.

Niagara Mohawk will receive $145 million at closing and five
annual principal and interest payments totaling $193 million for
its 41 percent ownership share of Nine Mile 2.  NYSEG will receive
$64 million at closing and five annual principal and interest
payments totaling $85 million for its 18 percent ownership share
of Nine Mile 2.  Rochester Gas and Electric will receive $50
million at closing and five annual principal and interest payments
totaling $66 million for its 14 percent ownership share of Nine
Mile 2.

Central Hudson will receive $32 million at closing and five annual
principal and interest payments totaling $42 million for its 9
percent ownership share of Nine Mile 2. Niagara Mohawk will also
receive $117 million at closing and five annual principal and
interest payments totaling $155 million for its 100 percent
ownership share of Nine Mile 1.  All payments are subject to
purchase price adjustments at the time of closing.

Also part of the transaction is a purchase power agreement calling
for Constellation Nuclear to provide electricity to the sellers at
negotiated competitive prices for approximately 10 years.  After
the completion of the purchase power agreement a revenue sharing
agreement begins, which will provide a hedge against electricity
price increases and could provide the sellers additional future
revenue through 2021.  Both the purchase power agreement and the
revenue sharing agreement are based on plant output.

The sale of the plants furthers the state's initiative to separate
electricity generation from transmission and distribution, said
Niagara Mohawk chairman and chief executive officer William E.
Davis, speaking on behalf of the selling utilities.

"The competitive auction process maximized the value for the
plants and puts them in the hands of a proven nuclear organization
committed to the continued safe and efficient operations of the
plants," Davis said.  "The sale also protects customers and
shareholders from unforeseen operating and decommissioning costs."

As part of the agreement, Constellation Nuclear will offer to
continue employment to the approximately 1,330 employees at the
two plants and will become the successor to the collective
bargaining agreement with the International Brotherhood of
Electrical Workers Local 97.

The Nuclear Regulatory Commission, Federal Energy Regulatory
Commission, New York State Public Service Commission, and other
regulatory bodies must approve the sale.  The transaction is
targeted to close in mid-2001.

Constellation Energy, parent company of Constellation Nuclear, is
a holding company whose subsidiaries include energy-related
businesses focused mostly on power marketing, generation and
portfolio management, plus BGE, which provides service to more
than 1.1 million electric customers and 590,000 natural gas
customers in Central Maryland.

Nine Mile Point is a two-unit boiling water reactor site.  Nine
Mile 1 began producing electricity in 1969.  Nine Mile 2 began
producing electricity in 1988.  Niagara Mohawk operates both
plants.  The plants are located in Scriba, N.Y., approximately 40
miles north of Syracuse.

J. P. Morgan & Co. Inc. acted as co-auction manager and financial
advisor to Niagara Mohawk and NYSEG.

Navigant Consulting Inc. acted as co-auction manager and financial
advisor to Rochester Gas and Electric and Central Hudson.


OWENS CORNING: Commercial Committee Retains Davis Polk as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Owens Corning's
chapter 11 cases has applied to Judge Walrath for an Order
permitting employment as lead counsel attorney Stephen H. Case and
the firm of Davis Polk & Wardwell of New York, New York.

The Official Committee of Unsecured Creditors is composed of the
following members:

                        Barclays Bank
                  The Chase Manhattan Bank
                 Credit Suisse First Boston
            Enron Energy Services Operations Inc.
                     Fleet National Bank
               John Hancock Life Insurance Co.
               Metropolitan Life Insurance Co.
          Jackson National Life Insurance Co., and
            Minnesota Mining & Manufacturing Co.

DP&W will render the following services to the Committee:

   (a) Assist, advise and represent the Committee in its
consultations with the Debtors regarding the administration of the
case;

   (b) Assist, advise and represent the Committee in any
investigation of the acts, conduct, assets, liabilities, and
financial condition of the Debtors and its affiliates (including
investigation of transactions entered into or completed before the
Petition Date), the operation of the Debtors' business and any
other matters relevant to the case or to the formulation of a plan
of reorganization;

   (c) Assist, advise and represent the Committee in its
participation in the negotiation, formulation and drafting of a
plan of reorganization;

   (d) Prepare on behalf of the Committee necessary motions,
applications, answers, orders, reports and papers in connection
with the administration of this case;

   (e) Review and respond on behalf of the committee to motions,
applications, complaints and other documents served by the Debtors
and other parties in interest on the Committee in t his case; and

   (f) Assist, advise and represent the Committee in the
performance of all of its duties and powers under the Bankruptcy
Code and the Bankruptcy Rules and in the performance of such other
services as are in the interests of those represented by the
Committee.

Stephen H. Case of the firm of DP&W discloses that the names,
positions and current hourly rates of the DP&W lawyers expected to
have primary responsibility for providing services to the
Committee are:

           Stephen H. Case            $650
           L. Gordon Harriss          $650
           Donald S. Bernstein        $635
           Nancy L. Lazar             $515
           Marshall S. Huebner        $435

In addition, D. Justin Griffith and Michael Halstead, law clerks,
will be employed on this case at $175 per hour, and Pedro Felix,
legal assistant, will be billed at $90 per hour. In general, DP&W
bills for the time of partners and counsel at the rates of $450 to
$650 per hour, for associates at the rates of $175 to 440 per
hour, and legal assistants at the rates of $90 to 170 per hour.
These rates may change from time to time in accordance with DP&W's
established billing practices and procedures.

Mr. Case further stated that DP&W represents no interests adverse
to the bankruptcy estates or the Committee, but in the interests
of full disclosure, advises that the firm has provided, or now
provides, various services to certain entities, unaffiliated with
the Owens Corning debtors, who are or have been co-defendants or
are otherwise involved in issues involving asbestos litigation.
These include, among others, Owens-Illinois, Johns-Manville
Corporation and affiliates, Dana Corporation, and Pacific
Indemnity, an affiliate of the Chubb Group.

In addition, several years before this request an attorney at DP&W
acted as the future asbestos claims representative for an
engineering debtor, Wolff & Munier, which confirmed and
consummated a plan of reorganization in the Bankruptcy Court for
the Southern District of New York. Further, DP&W has performed
considerable work for a number of years for McDermott, Inc., the
parent of Babcock & Wilcox, itself a Chapter 11 debtor with
asbestos exposure. A DP&W partner is a director of Bethlehem Steel
and DP&W has, Mr. Case believes, performed certain assignments for
Bethlehem Steel and other parties such as Burlington Industries,
ITT Corporation, Masco, Metropolitan Life Insurance Company,
and Texaco. None of these matters involved issues adverse to the
bankruptcy estates or the Committee. (Owens-Corning Bankruptcy
News, Issue No. 6; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


PIONEER COMPANIES: Moody's Cuts Secured Credit Facility to Caa1
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Pioneer
Companies, Inc.'s (Pioneer) subsidiaries' secured credit facility
to Caa1 from B3 and its secured notes and term loans to Ca from
B3. The rating outlook is negative.

The rating action reflects continuing pressure on the company's
chlor alkali product margins and liquidity due to significantly
higher energy costs, particularly at its Tacoma, Washington
facility, despite ECU (electrochemical unit) price improvement
during 2000, as well as continuing negative operating income,
limited liquidity (as of 9/30/00, the company had approximately
$11 million of credit availability under its borrowing base
revolving credit and $5 million cash), the uncertainty concerning
whether the company will obtain additional sources of liquidity,
and the high risk of default. The ratings continue to reflect the
company's weakened financial condition from prior losses, high
leverage (debt of $601 million as of 9/30/00 plus operating leases
of about $120 million at 8 times rents is more than double LTM
sales of $343 million), negative book equity, and significant
intangible assets (28% of total assets). The ratings also reflect
the company's on-going cost control efforts and the sale of non
core assets to increase liquidity.

Moody's considers that in a distress scenario the value of the
collateral securing the credit facilities and notes may not cover
the outstandings and therefore the ratings of the secured notes
and term loans are the same as the senior implied rating. The Caa1
rating of the secured credit facility recognizes the benefits and
limitations of the pledge of the accounts receivable, inventory
and certain other assets, as well as the borrowing base formula.

Ratings downgraded include:

   a) Senior Implied, to Ca from B3

   b) Senior Unsecured Issuer Rating, to C from Caa1

* Pioneer Americas, Inc. (PAI, intermediate holding company; note    
that the company has advised that Pioneer Americas, Inc. is now
known as Pioneer Corporation of America)-

   i)   $50 million gtd. secured revolving credit facility,
         maturing 2002, to Caa1 from B3

   ii)  $200 million gtd. secured notes, due 2007, to Ca from B3

   iii) $97 million and $80 million gtd. secured term loans,
         maturing 2006, to Ca from B3

* PCI Chemicals Canada Inc. (PCI, the Canadian operating company)-

   i) $175 million gtd. secured notes, due 2007, to Ca from B3

PAI's $200 million secured notes and $97 million term loan are
secured by a first priority mortgage on certain U.S. facilities,
other fixed assets, and certain stock, and are guaranteed by
material subsidiaries. PCI's $175 million secured notes and PAI's
$80 million term loan are secured pari passu by a first priority
lien on substantially all assets of PCI located in Canada, except
for accounts receivable and inventory, and are guaranteed by
material subsidiaries. PAI's $50 million revolving credit facility
is secured by accounts receivable, inventory, general intangibles,
and certain other collateral, is subject to a $5 million reserve
until a certain fixed charge coverage is achieved, is limited by a
borrowing base, and is guaranteed by material subsidiaries which
are not direct borrowers.

Near term weakness in chlor alkali demand through the end of the
first quarter of 2001 is anticipated due to a general slowdown in
PVC sales. Continuing positive chlor alkali price trends in the
U.S. are currently expected in 2001, Moody's said. However, higher
energy costs and liquidity pressures are straining the company's
fragile financial condition.

Interest coverage is weak. For the third quarter ended 9/30/00,
Pioneer's operating income was negative $6.2MM and EBITDA was
about $6.4MM, compared with net interest of $14.9MM, and
EBITDA/Interest was .4x. Capital expenditures were $4.3MM,
resulting in EBITDA-Capex of .1x.

Pioneer Companies, Inc., headquartered in Houston, Texas, produces
chlor alkali products (chlorine, caustic soda and related
products) at manufacturing plants in the U.S. and Canada.


PSINET INC: Faces Another Shareholder Class Action Lawsuit
----------------------------------------------------------
Wolf Haldenstein Adler Freeman & Herz LLP commenced a class action
lawsuit in the Eastern District of Virginia on behalf of all
investors who purchased the common stock of PSINet, Inc.
(Nasdaq:PSIX) and certain other defendants during the period
February 22, 2000 through and including November 2, 2000 to
recover damages caused by defendants' violation of the federal
securities laws.  A copy of the Complaint may be reviewed on the
firm's webpage at www.whafh.com or call Gregory M. Nespole, Esq.
to discuss the matter.

The complaint charges that defendants violated sections 10(b) and
20(a) of the Securities Exchange Act of 1934, and Rule 10b-5
promulgated thereunder, by issuing a series of material
misrepresentations to the market between February 22, 2000, and
November 2, 2000 (then "Class Period"). Plaintiff alleges that on
August 8, 2000, PSINet issued a press release announcing a 125%
revenue growth in the Company's second quarter of 2000 over the
comparable 1999 quarter, and boasted of the Company's growing
international web-hosting presence. On September 15, 2000, PSINet
publicly advised the investing community that (among other things)
its revenue for the second half of 2000 will triple from the same
period in 1999, and that the Company will attain profitability.

The Company also noted that its guidance took into account
expected softness and slower growth in some of its market
segments. These statements are alleged to have been materially
false and misleading because the Company was experiencing severe
operational difficulties in executing its strategy, and because
their statements of growth were lacking in any reasonable basis
when made. On November 2, 2000, PSINet issued a press release
announcing the resignation of its president, a planned dramatic
restructuring of the Company, and fourth quarter results well
below its prior guidance. In response to this announcement the
price of PSINet common stock plummeted by more than 55%.

Wolf Haldenstein says that it has come to light that several
members of the Company's management engaged in inappropriate
conduct, including the improper sales of their stock holdings at
artificially inflated prices and use of their stock holdings to
obtain a millions of dollars in lines of credit, from which over
$20 million was drawn. Each reason gave defendants a strong motive
to misrepresent the Company's true state of affairs during the
Class Period, and has caused investors to suffer millions of
dollars in damages.


RELIANCE GROUP: NYSE Suspends Trading and May Delist Securities
---------------------------------------------------------------
The New York Stock Exchange announced that it determined that the
common stock, 9% senior notes due 11/15/00, and 9-3/4% senior
notes due 11/15/03 of Reliance Group Holdings, Inc. -- ticker
symbols REL, REL 00, and REL 03, respectively-- should be
suspended prior to the opening on December 6, 2000. The Company
has a right to a review of this determination by a Committee of
the Board of Directors of the Exchange.  Application to the
Securities and Exchange Commission to delist the issues is pending
the completion of applicable procedures, including any appeal by
the Company of the NYSE staff's decision.

The Exchange's action is being taken due to the abnormally low
selling price of the Company's common stock.

In addition, the Company is below the NYSE's continued listing
criteria relating to: minimum share price of $1 over a 30 trading-
day period; total global market capitalization less than $50
million and total stockholders' equity less than $50 million; and
average global market capitalization over a consecutive 30
trading-day period less than $15 million.


RITE AID: Selling Corporate Artwork to Raise Cash
-------------------------------------------------
It seems, F&D Reports says this week, as though Rite Aid (Camp
Hill, PA) is resorting to doing anything and everything to scrape
together additional cash. F&D relates that Rite Aid chairman & CEO
Robert G. Miller, announced at its recent shareholders' meeting
that the Company is selling artwork displayed in its headquarters
in order to raise cash. It is also reviewing the possibility of
recovering from certain former executives performance-based
bonuses, which should not have been paid as they were based on
misstated results. Mr. Miller believes there's a "light at the end
of the tunnel." But, F&D says, this "light" does not include any
type of sale or merger transaction, as he confirmed that the
Company has neither received nor solicited any offers. Mr. Miller
also noted that, under his leadership, the Company has never
discussed filing Chapter 11 with a bankruptcy attorney. Mr. Miller
went on to say that "Our goal is to do all we can for the
shareholders we have today."  However, he qualified that statement
by declaring "I can't guarantee the future, I will tell you that."


SANTEE RIVER: Recycling Plant Gets $107,800 Cash to Keep Afloat
---------------------------------------------------------------
Bankruptcy Judge John E. Waites approved a request by Santee River
Rubber LLC to use $107,800 to fund the tire recycling facility's
operation.  Santee River filed for Chapter 11 in October, the Post
and Courier reports.  Columbia attorney Bill McCarthy, court-
appointed trustee, will use the said funds to pay the firm's
current debts such as utility bills, other pending dues and to
keep it operational till December.  Failing to secure ample
financing to keep the recycling plant open, cash evaporated in
September, power was cut off and the firm was forced to let go of
its workforce.


SCOUR, INC: CenterSpan Prevails at Auction with $9 Million Bid
--------------------------------------------------------------
A U.S. Bankruptcy Court judge awarded the assets of Scour, Inc. to
CenterSpan Communications Corp., an Oregon-based company that bid
$9 million in cash and stock for the popular digital entertainment
Web site.

The proceeds from the sale transaction will be used to discharge
liabilities and satisfy creditors' claims in Scour's Chapter 11
case. The attorney representing the Official Committee of
Unsecured Creditors and Scour's legal counsel expressed support of
the sale to CenterSpan.

Two other companies -- San Francisco-based Listen.com and Redwood
City, Calif.-based Liquid Audio, Inc. -- participated in the
auction of Scour's assets, which was mandated under the U.S.
Bankruptcy Code for the sale of a company that is reorganizing
under Chapter 11.

Listen.com, a privately-held company that integrates and
distributes online music products and services, bid $8.5 million,
which included $5.5 million in cash and stock worth $3 million.
After hearing testimony from a valuation expert retained by Listen
for the purpose of the hearing, the judge determined the value of
Listen shares at $2.956 each.

Liquid Audio, Inc., a company that provides software and services
for Internet music delivery, had entered an initial bid of $5.25
million and 50,000 shares of stock before dropping out of the
bidding. The judge set its share price at $3.75 based on the day's
market closing.

CenterSpan, a developer and marketer of Internet software
applications for communication and collaborative information
sharing, bid $5.5 million in cash and stock worth $3.5 million.
The judge set its stock price at $10.50 per share, also based on
the day's market closing.

In awarding Scour's assets to CenterSpan, the judge noted that not
only was CenterSpan's bid higher, but there is a public market for
its stock, assuring more liquidity.

"We are happy and satisfied our creditors will be paid and that
the process has allowed Scour to maximize the value of its
assets," Dan Rodrigues, president of Scour, said after the day-
long hearing.

The judge is expected to sign the sale order by the end of the day
Friday, Dec. 15.  CenterSpan agreed to complete the transaction
two business days after the sale order becomes final.

An attorney representing the plaintiffs in the pending copyright
infringement litigation noted he expected a settlement of the
suits against Scour. In July, the Motion Picture Association of
America (MPAA), the Recording Industry Association of America
(RIAA) and the National Music Publishers Association (NMPA) sued
Scour over allegations of copyright infringement.

Scour, founded in 1997, develops and markets Scour.com, the
Internet's leading entertainment search site; Scour Exchange, an
online multimedia file sharing community; and Scour Caster, an
online radio community.


TRI VALLEY: Mulls Purchase Offer from Hancock Affiliate
-------------------------------------------------------
F&D Reports learned that Tri Valley Growers (San Ramon, CA)
appears to be mulling over an offer from an affiliate of John
Hancock Life Insurance Co. to purchase the assets of the
Cooperative. According to a spokesperson for the Cooperative,
which has listed debts of more than $400 million, it has been
considering bids and that the John Hancock affiliate's offer
represents the "best valuation." Although the amount of the
prospective bid has not been disclosed pending finalization of a
definitive agreement, a spokesperson for the Cooperative said the
sale "would mean there would be a stable home for crops, a
continuity of supply for Tri Valley's customers, continuity of
management and staff, and continued ability to purchase goods and
services." The US Bankruptcy Court in Oakland, CA supervising the
Cooperative's restructuring had previously set a February 1, 2001
deadline for a sale of its assets in order to stave off a
conversion of the case to a Chapter 7 liquidation.


UNICAPITAL CORP: Case Summary
-----------------------------
Debtor: Unicapital Corporation
         10800 Biscayne Boulevard
         Suite 800
         Miami, FL 33161

Affiliates: Jacom Computer Services, Inc.
             UniCapital Corporation
             VRL - UCP, Inc.
             American Capital Resources, Inc.
             The Walden Asset Group, Inc.
             Merrimac Financial Associates, Inc.
             KLC - UCP, Inc.
             HLC Financial, Inc.
             UniCapital Aircraft Engine Group, Inc.
             BSB- UCP, Inc.
             UniCapital Rail Group, Inc.
             UniCapital Technology Corporation
             Praxis Paradigm Synergies, Inc.
             Skywatch Registered Agents, Inc.
             UniCapital Mexico Group, Inc.
             UniCapital Mexico Holdings, LLC
             SFC - UCP, Inc.
             SFC Capital Group Corporation
             Boulder Capital Group, Inc.
             Boulder Capital Mortgage Corporation
             Boulder Capital of New York, Inc.
             UniCapital Funding Corporation
             LeaseAdvisor.com, LLC
             Varilease Capital Corporation
             Information Control Systems, Inc.
             SLC International Trading Corporation
             American Video Games and Computers, Inc.
             MFC - UCP, Inc.
             Matrix Credit Corporation
             Matcan Leasing, Inc.
             The NSJ Group, Inc.
             Aircorp II, Inc.
             B&A Leasing Corporation
             Sonic Leasing Corporation
             Aircraft 48009, Inc.
             NSJ Support Inc.
             Aircraft 49104, Inc.
             NSJ-DOA, Inc.
             Aircraft 22120, Inc.
             Aircraft 22122, Inc.
             Diamond Head Associates LLC
             Avalon Leasing Corporation
             Bionic Leasing Corporation
             Aircraft 48008, Inc.
             Galaxy Aircraft Corporation
             Aircraft 23230, Inc.
             Aircraft 23895, Inc.
             Aircraft 22121, Inc.
             CL Aircraft VIII, Inc.
             CL Aircraft XXXIV, Inc.
             Aircraft 46941, Inc.
             Aircraft 49632, Inc.
             SWR Aircraft Group, Inc.
             SWR 767, Inc.
             SWR Brazil 767, Inc.
             CLA Canada, Inc.
             CLC 747, Inc.
             CLC Engine Leasing, Inc.
             Jetz, Inc.
             UniCapital Air Group, Inc.
             CLA Holdings, Inc.
             Cauff, Lippman Aviation, Inc.
             UCP German Holdings, Inc.
             Aircraft 11111, Inc.
             Aircraft 23830, Inc.
             Aircraft 23922, Inc.
             Aircraft 46095, Inc.
             Aircraft 23623, Inc.
             Aircraft 21955, Inc.
             Stuie II Corporation
             Aircraft 45775, Inc.
             Aircraft 23345, Inc.
             Aircraft 369, Inc.
             Aircraft 23119, Inc.
             Aircraft 23377, Inc.
             Aircraft 24209, Inc.
             Aircraft 373, Inc.
             Aircraft 49368, Inc.
             Aircraft 22055, Inc.
             Stuie III Corporation
             Aircraft 23772, Inc.
             Aircraft 23771, Inc.
             Aircraft 53623, Inc.
             Aircraft 25221, Inc.
             Aircraft 24837, Inc.
             Aircraft 20624 and 20626, Inc.
             Aircraft 22620, Inc.
             CLA-DOA, Inc.
             Aircraft 24355, Inc.
             Aircraft 25262, Inc.
             Aircraft 53624, Inc.
             Aircraft 20622, Inc.
             Aircraft 53015, Inc.
             Aircraft 347, Inc.
             Aircraft 20627, Inc.
             Aircraft 23506, Inc.
             Aircraft 20527, Inc.
             Aircraft 24356, Inc.
             Aircraft 22222, Inc.
             Aircraft 23118, Inc.
             UCP Warehouse Holdings, Inc.
             CLA Enterprises, Inc.
             JJ Leasing, Inc.
             Jumbo Jet, Inc.
             Jumbo Jet Leasing, LP
             CL Aircraft Marketing, Inc.
             Aircraft 22688, Inc.
             Aircraft 23983, Inc.
             Aircraft 22689, Inc.
             Aircraft 24176, Inc.
             Aircraft 23928, Inc.
             Aircraft 24451, Inc.
             Aircraft 23929, Inc.
             Aircraft 24497, Inc.
             Aircraft 20527 Trust
             UCP Engines Trust
             Aircraft 22067 Trust
             UCP Engines, Inc.
             Aircraft 24474, Inc.

Type of Business: The Debtor, together with its affiliates,
                   engaged in asset-based financing in diverse
                   sectors of the equipment leasing industry.  The
                   Debtor, together with its affiliates
                   originated, acquired, sold and serviced
                   equipment leases and arranged structured
                   financing in the big ticket computer and
                   telecommunications equipment, middle market and
                   small ticket areas of the equipment leasing and
                   financial leasing and specialty finance
                   industry.

Chapter 11 Petition Date: December 11, 2000

Court: Southern District of New York

Bankruptcy Case No.: 00-72720

Judge: Cornelius Blackshear

Debtor's Counsel: Richard S. Miller
                   Dewey Ballantine LLP
                   1301 Avenue of the Americas
                   New York, NY 10019
                   (212) 259-8000

Total Assets: $ 1,312,042,000
Total Debts : $ 1,310,598,000


WASHINGTON HOLDING: Case Summary and 8 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Washington Holding Corp.
         226 West 135th Street
         New York, NY 10030

Chapter 11 Petition Date: December 11, 2000

Court: Southern District of New York

Bankruptcy Case No.: 00-42842

Judge: Robert E. Gerber

Debtor's Counsel: Chico F. Gibbons
                   Law Office of Chico F. Gibbons, P.C.
                   226 West 135gh Street
                   New York, New York 10030
                   (212) 281-2334

Total Assets: $ 4,650,000
Total Debts : $ 3,468,363

8 Largest Unsecured Creditors

Fleet Bank
MAFRWO6A
P.O. Box 2197
Boston, MA. 02106-2197                                 $ 1,186,280

Fleet Bank
MAFRWO6A
P.O. Box 2197
Boston, MA. 02106-2197                                 $ 1,162,720

Daniel Perla Associates                                  $ 125,000

Daniel Perla Associates                                  $ 125,000

Uptown Realty Development Co., Inc.                      $ 120,000

Uptown Realty Development                                $ 100,000

323 West Associates                                       $ 73,968

Allan S. Cohen and Alan Brand                             $ 62,143


WEINER'S STORES: Announces $22.9 Million 3rd Quarter Net Loss
-------------------------------------------------------------
Weiner's Stores Inc. (OTCBB:WEIR)  announced a net loss of $22.9
million for its third quarter ended October 28, 2000.  The net
loss for the nine months ended October 28, 2000 was $28.3 million
for the first nine months of 1999.

As previously reported, the Company filed for protection under
Chapter 11 on October 16, 2000 and is in the process of closing 44
stores. For the third quarter and the first nine months of 2000
the Company recognized $11.0 million of reorganization expense and
$9.0 million of store closing costs. Had the Company not incurred
reorganization expense and store closing costs in relation to
filing under Chapter 11, the net loss for the third quarter and
first nine months of 2000 would have been $3.0 million, or $0.16
per share of common stock and $8.5 million, or $0.46 per share of
common stock, respectively.

Sales for the Company's third quarter increased 10.1% to $64.8
million from $58.9 million in the third quarter of 1999.
Comparable stores sales increased 10.3% compared to the same
period last year. Comparable store sales were favorably impacted
by the Company's adoption of Staff Accounting Bulletin No. 101,
"Revenue Recognition in Financial Statements." The Company
recognized, in the third quarter of 2000, $5.8 million in layaway
transactions from prior periods. Sales for the first nine months
of 2000 decreased 7.0% to $193.5 million from $208.0 million for
the first nine months of 1999. Comparable stores sales decreased
10.3% compared to the same period last year.

WEINER'S STORES: Court Gives DIP Financing Final Approval
---------------------------------------------------------
On December 6, 2000, Weiner's Stores Inc. (OTCBB:WEIR) obtained
final approval from the United States Bankruptcy Court for the
District of Delaware of its Debtor in Possession Revolving Credit
Agreement.

Weiner's is a convenient neighborhood family retailer that offers
a complete assortment of branded products for value-conscious
consumers. Currently, approximately 2,700 associates are employed
at the 97 stores that are operated in Texas, Louisiana,
Mississippi and Alabama.


WEIRTON STEEL: Moody's Confirms Securities Ratings at B2
--------------------------------------------------------
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:

   a) $123 million of 11.375% senior notes due 2004,

   b) $121 million of 10.75% senior notes due 2005, and

   c) $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
future.

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.


ZYAN COMM: DSL Service Provider Seeks Protection Under Chapter 11
-----------------------------------------------------------------
Failing to settle its debts, Zyan Communications Inc. sought
bankruptcy protection under Chapter 11 of the U.S. Bankruptcy
Code, LocalBusiness.com reports.  The filing, the Company says,
will allow it "to operate free of debt collection and service
interruption pressures, continue to explore the acquisition of its
core business by third parties and potentially access new working
capital and restructure its finances."  Zyan has begun discussions
with other companies for a possible buyout or merger in less than
45 days.

Due to financial difficulties, Zyan laid off 160 workers out of
230 employees recently. "This decision was difficult, especially
because of the impact on our dedicated employees, but I believe
the restructuring will allow the Company to continue to succeed in
this highly competitive marketplace," said Crosby Haffner,
chairman and CEO of Zyan.

Los Angeles, Ca.-based Zyan is a leading, national DSL service
provider focused on delivering broadband services to the business
market. Founded as a full-service Internet solutions provider in
1994, Zyan was the first to deliver DSL services to the Los
Angeles region. The company has continued its role as the leading
provider of advanced DSL communications services in Southern
California as it has expanded across the country.


                           *********

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

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

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

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


                           *********

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

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

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

This material is copyrighted and any commercial use, resale or
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