TCR_Public/001215.MBX         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, December 15, 2000, Vol. 4, No. 245


ALLEGIANT AIR: Air Carrier Files for Bankruptcy Protection
CALPINE CORP: Fitch Rates Pass-Through Certificates at BBB-
CORRECTIONS CORP: Moody's Confirms Caa1 Senior Secured Rating
COVAD COMMUNICATIONS: Relaxes Growth Plans to Conserve Cash
COVAD COMMUNICATIONS: Moody's Cuts Senior Unsecured Debt to Caa1

DAY RUNNER: Inks New Long-Term Credit Agreement with Lenders
EDWARDS THEATRES: Seeks Exclusivity Extension Through June 21
EZ INC: E-commerce Firm Halts Operations on Dec. 15 & Sells Assets
FINOVA CAPITAL: Fitch Cuts Senior Debt Rating to CCC+
FITZGERALDS LAS VEGAS: Case Summary & Largest Unsecured Creditors

FRUIT OF THE LOOM: Third Motion to Extend Exclusive Periods
GENESIS/MULTICARE: Neighborcare's Assume Lease Plan USA Agreement
GENEVA STEEL: Plan Consummation Awaits Closing on New Financing
IRIDIUM, LLC: New Owner Announces Sale of Air Time for $1.50/min
MARINER POST-ACUTE: Explores Funding Plan for Mariner Health

MONARCH DENTAL: Appoints W. Barger Tygart as Chairman and CEO
NORTHLAND CRANBERRIES: Juice Maker Reaches Accord with Bank Group
OWENS CORNING: Creditors' Committee Taps Morris as Local Counsel
PACIFICARE HEALTH: Staff Reduction Leaves 550 Employees Jobless
PACIFIC GATEWAY: Defaults on $38,600,000 Bank Facility

PORT ARTHUR: Moody's Confirms Ratings & Says Outlook Remains Neg
REGAL CINEMAS: Jay Alix & HLHZ Continue to Explore Alternatives
SCOUR INC: CenterSpan Bid 60% Cash and 40% New Common Stock
SEARLE LAND: Case Summary and 20 Largest Unsecured Creditors
TELESCENE FILM: Toronto Stock Exchange Reviews Trading Status

TIMESSQUAREMEDIA.COM: Webcaster Files Chapter 7 in Manhattan
USA BIOMASS: Files for Chapter 11 Protection in Los Angeles
USA BIOMASS: Nasdaq Halts Trading & Asks for Information
UTILICORP UNITED: Fitch Affirms Credit Ratings & Puts on Watch
VERDANT BRANDS: Declares Moratorium on Payment of Various Debts

VERDANT BRANDS: Sells Valley Green Assets for $650,000
VIRTUAL TECHNOLOGY: PwC Resigns After Expressing Substantial Doubt
WADE COOK: Appoints Vasquez & Company as New Auditing Firm
WESTMORELAND COAL: Enters Into Sale Pact with Dominion Virginia

* BOOK REVIEW: The Turnaround Manager's Handbook


ALLEGIANT AIR: Air Carrier Files for Bankruptcy Protection
Allegiant Air, Inc., a privately-held all-jet air carrier
providing scheduled and charter operations in the West, says
skyrocketing price of fuel has caused it to voluntarily seek
protection from creditors and reorganize its business under
Chapter 11 of the United States Bankruptcy Code.

The company filed for bankruptcy protection in the United States
Bankruptcy Court for the Eastern District of California, Fresno

The company said its scheduled airline service between Fresno and
Las Vegas and its charter operations will continue without
interruption.  The company also said it is aggressively pursuing
its strategic alternatives, including additional funding, sale of
the company and/or partnerships to strengthen the company and its
financial position. The company has already arranged for a debtor-
in-possession credit facility through one of its largest creditors
in order to help fund the company's reorganization efforts.

"The decision to file for Chapter 11 was difficult, but necessary
in order to continue to operate in the current business
environment," said Mitch Allee, Allegiant Air Chairman and CEO.
"This move gives us the opportunity to continue with our charter
operations and most productive scheduled service while we
reorganize the company and eventually emerge as a stronger

"Meanwhile, the people of Allegiant Air continue in their
dedication to deliver an outstanding airline product," said Allee.
The company announced last week, when it suspended service to four
cities, that it has seen jet fuel prices climb from 80 cents a
gallon one year ago to current prices at $1.38 a gallon, a 73%
year-over-year increase in the airline's single largest expense

The company said that it has furloughed a total of 112 full-time
and part-time employees and retains a staff of 51 employees based
in Fresno.

The company said it continues in good standing with the Department
of Transportation and the Federal Aviation Administration as a
certificated scheduled air carrier.

About the Company

Allegiant Air, Inc., founded in 1997, is certificated by the U.S.
Department of Transportation as a "scheduled air carrier" with
authority to fly scheduled and charter airline operations
throughout the U.S. Headquartered in Fresno, California, the
privately-held company operates an all jet fleet of four DC-9

CALPINE CORP: Fitch Rates Pass-Through Certificates at BBB-
Calpine Corporation, through its wholly owned subsidiaries
Tiverton Power Associates Limited Partnership and Rumford Power
Associates Limited Partnership, plan to issue $366 million of
pass-through certificates due July 15, 2018, that are rated 'BBB-'
by Fitch. Under the leveraged lease structure, the partnerships as
lessees will be obligated to make rental payments on the
certificates. The partnerships' obligations under the two separate
lease agreements will be fully and unconditionally guaranteed by
Calpine. The rating reflects Calpine's guarantee. Fitch rates the
senior unsecured debt of Calpine 'BBB-'. The certificates will be
offered to qualified institutional buyers under Rule 144A and
Credit Suisse First Boston will act as lead manager for the

On Oct. 20, 2000, Calpine entered into definitive agreements to
acquire several strategic power assets from Energy Management Inc.
(EMI). As part of the acquisition, Calpine will acquire the
remaining interest in three recently constructed combined-cycle
power generating facilities located in Dighton, Mass.; Tiverton,
R.I.; and Rumford, Maine, as well as Calpine-EMI Marketing LLC, a
joint marketing venture between Calpine and EMI. The leveraged
lease transactions under consideration involve the Tiverton and
Rumford facilities, each of which is a 265 megawatt gas-fired,
combined-cycle power generation facility.

Calpine's investment-grade rating is supported by its standing as
one of the leading independent power companies engaged in the
development, acquisition, ownership and operation of power
generation facilities and sale of electricity predominantly in the
United States. The company presently owns interests in 50 power
plants having a net base-load capacity of 4,639 megawatts. Calpine
has 23 more gas-fired projects (11,065 megawatts) under
construction, several more in the planning stage and has a small
interest in many geothermal facilities. A regionally diverse
portfolio of generation that is highly efficient and low-cost are
core credit strengths and most of the power is sold under longer-
term contracts providing greater stability to future cash flow. A
reasonable capital structure (targeted at 65% debt and 35%
equity), ample liquidity and an experienced management team are
other favorable factors.

Credit concerns relating to the credit of the guarantor include
risks associated with Calpine's aggressive construction and
financing program, together with the increased volatility of the
electric and energy markets. While Calpine looks to be well
positioned as to sufficiency and pricing of fuel supply (natural
gas), a sustained period of abnormally high natural gas prices
could adversely impact the demand for power from gas-fired units
and could possibly weaken the financial standing of utility
customers. Also, the changing regulatory climate makes it more
difficult to predict future industry rates of return and power
pricing levels.

CORRECTIONS CORP: Moody's Confirms Caa1 Senior Secured Rating
Moody's Investors Service confirmed its ratings on Corrections
Corporation of America's (CCA) senior unsecured debt at Caa1, and
on its senior secured bank facility at B3. The firm's cumulative
preferred stock rating at "ca" was also confirmed. Moody's ratings
outlook is stable. These rating actions conclude a review.

According to Moody's, these rating actions reflect a turnaround in
the strategic and financial difficulties that faced Corrections
Corporation of America. The company has been able to refinance its
near-term debt maturities, and has settled shareholder litigation.
In addition, CCA has appointed new management (including a new
chairman, CEO and CFO) and has completed its corporate
reorganization. The rating agency sees these as stabilizing

Other rating factors include CCA's still-weak financial profile
and limited operational flexibility, resulting in part from very
aggressive growth during a period of challenging capital market
conditions. The rating also reflects CCA's reliance on short-term
government contracts and its heavy use of secured funding.

The current key challenges for CCA, according to Moody's, is to
implement its strategic plan and begin to generate more forward
momentum that will expand the firm and enhance its franchise. CCA
also needs to improve its profitability and to fill its
facilities' beds. Progress on these factors would be most likely
to result in upward rating actions.

The underlying demand fundamentals of the corrections industry
remain strong, with the potential for CCA to better capitalize on
its leadership position. The firm's restructuring into a C-
corporation real estate operating company (REOC), and
consolidation of its service companies improves CCA's cash-flow
flexibility through its enhanced ability to retain cash. The firm
recently obtained consent and amendment of its covenant defaults
under its bank facility, but the terms are restrictive. The terms
mandate the omission of preferred dividends until CCA completes a
large equity offering. Moody's will focus on CCA's continued
efforts to stabilize its operating performance and the evolution
of its strategic plan.

The following ratings have been confirmed:

   * Corrections Corporation of America - Caa1rating for senior
      unsecured debt; B3 rating for secured bank facility; "ca"
      rating for cumulative preferred stock; (P)Caa1rating for
      senior unsecured debt shelf; (P)"ca" rating for cumulative
      preferred stock shelf; (P)"ca" rating for noncumulative
      preferred stock shelf.

Corrections Corporation of America [NYSE: CXW] is based in
Nashville, Tennessee and it owns, develops and operates
correctional and detention facilities. In addition, CCA provides
financing, design, construction and renovation of new and existing
jails and prisons that it leases to both private and governmental
managers. CCA's portfolio includes 51 correctional and detention
facilities in 18 states and the District of Columbia. The Company
reported total assets of $2.7 Billion as of 9/30/00.

COVAD COMMUNICATIONS: Relaxes Growth Plans to Conserve Cash
Covad Communications Inc. outlined plans to slow its growth in
order to save cash and cut its losses, but its stock fell after it
said revenues through 2001 would fall below Wall Street
expectations, according to a Reuters report. Covad's stock has
lost 93 percent of its value this year amid a broad sell-off in
technology stocks. Covad is one of several Internet-access
companies that have been hurt as their customers have failed to
pay for services received or have declared bankruptcy.
The Santa Clara, Calif.-based company said it would concentrate on
filling its existing network with more customer traffic rather
than adding new lines and extending its geographic reach. It also
plans to focus on serving financially secure customers,
renegotiating some client contracts and exiting others, and
reducing its exposure to customers who cannot pay their bills.
(ABI 13-Dec-00)

COVAD COMMUNICATIONS: Moody's Cuts Senior Unsecured Debt to Caa1
Moody's Investors Services today lowered the senior unsecured debt
rating of Covad Communications Group, Inc. to Caa1 from B3.
Additionally, Moody's lowered Covad's senior implied and issuer
ratings to Caa1 from B3. This action follows Covad's recent
announcement that it has decided not to recognize revenues from
certain customers, including a number of troubled ISP's
representing 65,000 installed lines. The outlook for the company
is negative. The other ratings affected are detailed below.
Covad Communications Group, Inc.

Senior Unsecured Notes downgraded to Caa1 from B3:

   a) $425 million 12% Senior Notes due 2010

   b) $215 million 12.5% Senior Notes due 2009

   c) $138 million Senior Discount Notes due 2008

   d) $500 million Conv. Senior Notes due 2005

Covad's most recent financial results and revised guidance reflect
results which do not meet Moody's earlier expectations. The
company has recently revised its 2000 and 2001 business plan which
scales back its customer line count, revenues and cash flows. In
connection with the business plan revisions, the company has
announced a number of cash conservation measures, including
reductions in staffing and capital outlays. The company confirmed
that its present liquid asset position of approximately $900
million will sustain the needs of its revised business plan into
2002. Moreover, Covad has committed to implement more stringent
credit and collections policies in respect to its channel

The DLEC's, including Covad, generally provide DSL service through
third party vendors including Internet Service Providers (ISPs),
long distance companies and CLECs. To a lesser degree, the DLEC's
sell directly to companies that need to provide remote LAN
services mainly to employees' homes. This largely wholesale
strategy has allowed them to focus resources on network
development in the earlier years, while minimizing the cost and
management of a large sales force. However, this strategy has not
assisted Covad in developing ownership of the end user and has
concentrated potential credit risks with a few large customers.
Covad recognized a number of troubled ISP's accounting for
approximately 65,000 installed lines that were unable to stay
current with their accounts. As a result, Covad restated its third
quarter revenues to approximately $56 million, down from
approximately $79 million. Currently Covad is not recognizing
revenue from these delinquent ISP's, however it continues to incur
certain costs associated with providing service to the ISP's
customers. The company has classified 26% of its current installed
line base as non-current accounts, 32% as associated with
potentially "at risk" customers, and 42% as high credit quality
"gold level"channel partners .

Earlier this year, Covad concluded an agreement with SBC
Communications, which includes a $150 million direct investment
and a sales commitment of $600 million by SBC over the next six
years. This agreement provides Covad with needed capital and a
secure revenue stream.

Covad is headquartered in Santa Clara, California.

DAY RUNNER: Inks New Long-Term Credit Agreement with Lenders
Day Runner, Inc. (OTC Bulletin Board: DAYR) signed a definitive
credit agreement with its lenders that will provide financing for
the Company through July 31, 2002.

The Company said obtaining long-term financing has been one of its
major objectives and represents a major accomplishment towards
completing its restructure.  The Company added that refinancing
would allow it to continue operating its business normally and
pursuing strategic alternatives.

Under the terms of the new agreement, $87.2 million due as term
loans issued under the prior loan agreement have been converted to
two term loans of $20 million and $40 million and a convertible
term loan of $27.2 million.  The convertible term loan is
convertible on or after February 1, 2001, in whole or
in part, at the lenders' option, into the Company's common stock
at the rate of $1.15 per share, up to a maximum of 23.2 million
shares.  The agreement also provides for a revolving credit
facility, currently $19.5 million, which periodically adjusts in
amount through March 31, 2002.

Due to the new loan agreement, unamortized financing fees of $655
thousand will be written off to interest expense in the quarter
ending December 31, 2000.

Day Runner, Inc. is a leading provider of loose-leaf paper-based
organizers and related organizing products for the North American
and European markets.

EDWARDS THEATRES: Seeks Exclusivity Extension Through June 21
Edwards Theatres Circuit Inc. is seeking a 180-day extension of
the exclusive periods during which only the theatre operator would
be allowed to file a chapter 11 plan. The request, which is its
first, would extend the exclusive plan filing period through June
21. If the company files a plan by June 21, it would further
maintain its exclusivity through Sept. 21 while it solicits plan
votes. The U.S. Bankruptcy Court in Santa, Ana, Calif., has
scheduled a hearing on the matter for Dec. 20. According to a
recently filed request, the company seeks the extension so it can
continue to pursue discussions with potential equity investors,
third party purchasers and creditor constituencies in connection
with developing and confirming a viable chapter 11 plan. (ABI 13-

EZ INC: E-commerce Firm Halts Operations on Dec. 15 & Sells Assets
EZ Inc. (OTCBB:BHIT) (Frankfurt:BHC), formerly, an
Internet transactional marketing and e-commerce company, announced
the company is ceasing normal business operations effective
December 15.

Assets of the company, including intellectual property,
are for sale. In an effort to provide for an orderly phase-down of
operations and to protect the best interests of shareholders and
creditors, a management team has been named to seek available
strategic alternatives and to oversee the final auction
operations. Final auctions presented on will be closing
by December 15 and products will be delivered to successful
bidders. Business inquiries should be addressed to

An online Internet auction company since 1997, the Company through
its EZbid division provided registered users with the opportunity
to bid on quality brand name products such as computers,
peripherals, camera equipment, sporting goods, household goods,
home electronics and sports memorabilia.

FINOVA CAPITAL: Fitch Cuts Senior Debt Rating to CCC+
Fitch has lowered FINOVA Capital Corp.'s senior debt from `B' to
`CCC+'. Additionally, FINOVA Finance Trust's preferred stock
rating was lowered from `CCC+' to `CCC-'. FINOVA's debt ratings
remain on Rating Watch Negative. Approximately $6.7 billion of
securities are affected by this rating action.

Fitch's rating action reflects FINOVA's extremely limited
financial flexibility and the uncertainty relating to the
successful restructuring of its credit facilities. Additionally,
the action considers the steady decline in asset quality measures
as well as the company's deeply diminished franchise value.

In Fitch's view, FINOVA's ability to operate as a going concern
faces serious challenges absent a successful restructuring of its
bank credit facilities, $1.6 billion of which mature in May 2001.
This concern has been exacerbated by FINOVA's weakened operating
performance that when coupled with asset write-downs and one-time
charges has placed the company in serious danger of violating
certain covenants in credit facilities prior to their scheduled
maturity dates. In the event of a covenant breach, failure by the
bank group to provide FINOVA waivers allows the bank group to
declare the entire indebtedness due and payable, and could trigger
a cross default on senior notes.

The proposed $350 million equity infusion by Leucadia National
Corp. (Leucadia), is contingent on FINOVA's bank group agreeing to
restructure scheduled near-term credit facility maturities. Should
the bank group decide to restructure FINOVA's bank lines, debt
repayment would be accomplished through internally generated cash
flow, Leucadia's preferred stock investment, and proceeds from the
liquidation and/or sale of discontinued businesses. While Fitch
would view Leucadia's investment positively, as it would provide
FINOVA with liquidity and stabilization over the short-term, a
significant amount of execution risk remains relating to the
company's ability to sell assets and re-establish positive
operating momentum.

Headquartered in Scottsdale, Ariz., FINOVA is one of the largest
independent commercial finance companies in the U.S. FINOVA's core
customer base is middle-market companies with funding requirements
ranging from $2 million-$35 million.

FITZGERALDS LAS VEGAS: Case Summary & Largest Unsecured Creditors
Debtor: Fitzegeralds Las Vegas, Inc.
         301 Fremont Street
         Las Vegas, NV 89101

Affiliates: Fitzgeralds Gaming Corporation
             Fitzgeralds South, Inc.
             Fitzgeralds Las Vegas, Inc.
             Fitzgeralds Mississippi, 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.

Type of Business: The owner and operator of a casino/hotel located
                   in Las Vegas Nevada.

Chapter 11 Petition Date: December 5, 2000

Court: District of Nevada

Bankruptcy Case No.: 00-33471

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: $ 72,678,907
Total Debts : $ 291,032,897

3 Largest Unsecured Creditors

Holiday Inn Worldwide
Three Ravinia Dr.
Suite 2000
Atlanta, GA 30346-2149                                   $ 318,467

Foothill Capital Corporation                             $ 100,000

Fitzgerald Reno, Inc.                                     $ 20,741

FRUIT OF THE LOOM: Third Motion to Extend Exclusive Periods
Fruit of the Loom asks Judge Walsh for a third extension of its
exclusive period during which to propose a plan of reorganization
and solicit acceptances of that plan. Specifically, the Debtors
ask for an extension of time through March 1, 2001, in which to
file one or more plans of reorganization and through April 30,
2001, to solicit creditors' acceptances of that plan.

Fruit of the Loom employs similar reasoning as in its previous
requests for extensions, namely the size and complexity of its
operations, the fact that management is working diligently and in
good faith with its creditors and that business stabilization and
employee retention are first priorities. Luc Despins, Esq., of
Milbank Tweed Hadley & McCloy tells Judge Walsh that the Debtors
are close to proposing a plan of reorganization, but the current
exclusivity period does not afford an opportunity to negotiate,
draft and finalize a feasible plan with the varied constituencies.

Fruit of the Loom says it has made substantial progress recently.
It has begun claims analysis and reconciliation. A motion seeking
approval of procedures for objection and resolution of claims will
be heard on December 13, 2000. Fruit of the Loom says it recently
completed a review of executory contracts and unexpired leases.
Multiple plant facilities have been closed and over 2,000
employees let go. All the assets of Pro Player have been
liquidated and its contracts have been rejected or assumed and
assigned. Fruit of the Loom has taken action in regard to non-core
assets such as the sale of Gitano to VF Corp., approval of the
sale of Russell Hosiery and approval of bidding procedures for Jet
Sew Inc.

Fruit of the Loom engaged in extensive negotiation with its
secured lenders to draft a formal term sheet for a plan of
reorganization. After a series of meetings this summer, Fruit of
the Loom deferred this process exclusively to its lenders so
certain intercreditor issues could be addressed. Debtor believed
this was the most efficient route to agreement. On November 3,
2000, the secured lenders presented Fruit of the Loom with a draft
term sheet that addressed some, but not all, of the intercreditor
issues. Numerous meetings have been held and Fruit of the Loom
asserts that considerable progress has been made. However, the
term sheet is still not fully agreed to by all parties in
interest. One example is the adversary proceeding commenced by the
Official Committee challenging the secured lenders' liens. Another
is a proceeding pending in a Cayman Islands court involving Fruit
of the Loom. Due to such unresolved issues, Fruit of the Loom is
not in a position to hold serious discussions with creditor

Fruit of the Loom states that if the extension is not granted, all
progress to date could evaporate. The unresolved issues are
numerous and varied. Once a consensual plan is formulated, the
onerous documentation requirements will add considerable time to
the process. Debtor cannot hope to obtain exit financing until its
financial condition and operational results improve, which it
assures the Court is imminent. Fruit of the Loom has been flexible
with its creditors and is not using the exclusivity extension to
gain leverage. (Fruit of the Loom Bankruptcy News, Issue No. 18;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

GENESIS/MULTICARE: Neighborcare's Assume Lease Plan USA Agreement
NeighborCare Pharmacy Services, Inc., a Debtor that operates
Genesis Health Venture's pharmacy business, representing the
second largest business segment for the Debtors and currently
provides approximately 50% of their cash flows, was formerly known
as Vitalink Pharmacy Service, Inc., a company acquired by GHV in
1998 and changed its name to NeighborCare following the

In 1991, Vitalink and Lease Plan U.S.A., Inc., entered into a
master vehicle lease agreement. Pursuant to the Vehicle Lease,
NeighborCare currently leases 208 motor vehicles through Lease
Plan. The Vehicles include vans, mini-vans and larger delivery
trucks which are used in the transportation and delivery of
pharmaceutical and medical supplies in the ordinary course
of NeighborCare's business. The average monthly payment under the
Vehicle Lease is approximately $130,000.

In 1997, Vitalink and Lease Plan entered into a fleet management
services agreement which is a Service Agreement under which Lease
Plan provides (i) maintenance and repair services to 483 vehicles
owned by NeighborCare and to the 208 Vehicles leased through Lease
Plan, (ii) credit cards to the Debtors' delivery personnel used to
purchase fuel for the Vehicles. The average monthly invoice to
NeighborCare under the Service Agreement, including reimbursement
for fuel charges, is approximately $187,000.

The terms provide that Lease Plan may terminate the Vehicle Lease
or the lease of any individual Vehicle, among other reasons, in
the event NeighborCare files for bankruptcy, or if there is a
material adverse change in the financial condition of NeighborCare
or any guarantor. Moreover, Lease Plan may terminate the Service
Agreement upon thirty days' prior written notice to NeighborCare.

Since the Commencement Date, Lease Plan has refused to lease any
new Vehicles absent assumption of the Vehicle Lease and the
Service Agreement. Lease Plan previously moved to compel the
Debtors to assume or reject the Vehicle Lease and the Service
Agreement within a reasonable amount of time.

NeighborCare, meanwhile, has continued need for the use of
vehicles and their servicing. The Debtor anticipates the need of
approximately 50 new vehicles during the remainder of this fiscal
year (ending September 30) and approximately 165 new vehicles
during fiscal 2001.

As of the Commencement Date, NeighborCare had accrued but unpaid
amounts due to Lease Plan under the Vehicle Lease of $115,421 and
accrued but unpaid amounts under the Service Agreement of $451,899
Proposed Assumption with Modifications The parties have agreed
that conditioned upon certain modifications and new provisions,
the Debtors will assume the Agreements and will pay Cure Amounts
upon assumption of the Agreements.

Under the modified Agreements,

(1) Lease Plan may not terminate the Vehicle Lease or any
     individual Vehicle lease, notwithstanding that the Debtor
     have filed for chapter 11 relief; provided, however, that a
     material adverse change in the financial condition of the
     Debtors arising after the Court's approval for NeighborCare
     to assume the Agreements shall, following notice and a
     hearing before the Court, constitute a default upon which
     Lease Plan will have the right to terminate the Agreements.

(2) Lease Plan shall not be obligated to provide NeighborCare with
     any vehicle(s) which Lease Plan is unable to provide after
     making reasonable efforts to obtain such vehicle(s).

(3) Lease Plan shall not be obligated to increase its total net
     book value exposure under the Vehicle Lease to an amount
     exceeding $3,000,000. [Lease Plan's current exposure under
     the Vehicle Lease is approximately $1,572,000. Thus, the
     current availability for NeighborCare to obtain additional
     vehicles is approximately $1,428,000.]

(4) Such modifications shall be effective for the shorter of two
     years from the date of entry of the Court's Order or the
     effectve date of NeighborCare's plan of reorganization,
     unless it is extended in a writing signed by a duly
     authorized representative of Lease Plan.

                         *    *    *

The Debtors submit that NeighborCare's use of the vehicles and
ability to obtain new vehicles through Lease Plan on the favorable
terms of the Vehicle Lease are critical to NeighborCare's ability
to continue to deliver pharmaceutical and medical supplies and
products, and NeighborCare also needs the Service Agreement for
the necessary maintenance, repair and administration of the almost
700 delivery vehicles provided through Lease Plan.

The Debtors note that payment of the Vehicle Lease Cure Amount
without an additional deposit is eminently reasonable in light of
the alternatives available in the market. To cure the existing
defaults under the Agreements, the Debtors will have to pay
$567,319. The Debtors submit that in exercising their business
judgment, they have determined that it is prudent to pay such
amount, plus payment of the Unbilled Repair Charges in an amount
not to exceed $300,000 in light of the favorable terms of the
Agreements, and the administrative efficiency and convenience that
come with it.

Accordingly, the Debtors sought and obtained the Court's authority
to cure such amounts, and for NeighborCare to assume the
Agreements, as modified. (Genesis/Multicare Bankruptcy News, Issue
No. 6; Bankruptcy Creditors' Service, Inc., 609/392-0900)

GENEVA STEEL: Plan Consummation Awaits Closing on New Financing
Geneva Steel Company has announced that its Plan of Reorganization
was confirmed by the United States Bankruptcy Court for the
District of Utah on November 21, 2000. The objective of the Plan,
according to the company, is to restructure the its balance sheet
to (i) significantly strengthen the company's financial
flexibility throughout the business cycle; (ii) fund required
capital expenditures and working capital needs; and (iii) fulfill
those obligations necessary to facilitate emergence from Chapter
11. The Plan was proposed jointly by the company and the Official
Committee of Bondholders in the company's Chapter 11 case. It was
also supported by the Official Committee of Unsecured Creditors.

When consummated, the Plan should significantly reduce the
company's debt burden and provide additional liquidity. The
company's prebankruptcy unsecured creditors will receive, in lieu
of cash payments, substantially all of the common stock of the
company and the right to purchase convertible preferred stock. The
elimination of substantially all of the company's prepetition debt
will significantly deleverage the company. The prebankruptcy
holders of the company's common and preferred stock will not
receive a distribution under the Plan.

The Plan involves new financings in the form of a $110 million
term loan that is guaranteed 85% by the United States government,
and a $125 million revolving line of credit. The company will also
offer $25 million in convertible preferred stock to its unsecured
creditors. As a part of its amended plan, Geneva Steel will
release a standby purchaser for $10 million of the offering. The
standby purchaser for the remaining $15 million has informed the
company that it believes it is released from its standby
commitment. Consequently, there can be no assurance that any
proceeds will be raised through the convertible preferred stock

The company, with Citicorp USA, filed an application on January
31, 2000, for a U.S. government loan guarantee under the Emergency
Steel Loan Guarantee Program. The application sought an 85%
guarantee for the $110 million term loan incorporated into the
Plan. The Emergency Steel Loan Guarantee Board extended an offer
of guarantee to Citicorp USA on June 30, 2000, which it has
recently confirmed.

The Plan remains subject to consummation, which involves financial
closings on the contemplated financings and the fulfillment of
other conditions. The company expects to close the financings in

"We believe that the Plan will achieve our stated objectives and
position Geneva as a strong competitor. Although the Chapter 11
process has been difficult, it has allowed the company to address
the financial issues that made us vulnerable to market
disruptions," said Joseph A. Cannon, chairman and chief executive
officer of the company.

Geneva Steel is represented by the firms of Cadwalader, Wickersham
& Taft and LeBoeuf, Lamb, Greene & MacRae LLP, as bankruptcy
counsel, and The Blackstone Group, L.P., as financial advisor.
There can be no assurance at this time that the Plan will be
consummated, or that the Plan will achieve the objectives
described above. Similarly, there can be no assurance that the
financings contemplated by the Plan can actually be obtained on
terms favorable to the company, or at all.

Geneva Steel is an integrated steel mill operating in Vineyard,
Utah. The company manufactures steel plate, hot-rolled coil, pipe
and slabs for sale primarily in the Western and Central United

IRIDIUM, LLC: New Owner Announces Sale of Air Time for $1.50/min
According to published reports, Iridium Satellite, LLC announced
that it will sell bulk air time with the potential to tremendously
expand telecommunication services in China, Russia, India and
other countries. The Company's new owners also announced plans to
market airtime at less than $1.50 a minute to companies involved
in a wide range of industries. Iridium, LLC has been operating
under Chapter 11 protection with the U.S. Bankruptcy Court in the
Southern District of New York since August 13, 1999.  (New
Generation Research, Inc. 13-Dec-00)

MARINER POST-ACUTE: Explores Funding Plan for Mariner Health
Mariner Post-Acute Network, Inc., sought and obtained the Court's
authority, pursuant to section 363(b) of the Bankruptcy Code, to
enter into the Evaluation Letter dated November 6, 2000 with The
Chase Manhattan Bank and Chase Securities Inc. in connection with
MPAN's consideration to fund a plan of reorganization for the
Mariner Health Debtors.

MPAN is the ultimate parent company not only of the MPAN Debtors,
but also of the Mariner Health Debtors. MPAN acquired Mariner
Health by triangular merger, through a stock-for-stock exchange,
effective July 31, 1998. Prior to the Mariner Health Merger,
Mariner Health was a publicly-traded company with its own bank
credit facility and outstanding public debt.

The Mariner Health Debtors' cases are administered separately from
the MPAN Debtors' cases. The Mariner Health Debtors maintain
separate books and records from that of the MPAN Debtors, have
different creditor constituencies, separate DIP financing and
separate issues of public debt.

MPAN's senior secured credit facility is guaranteed by all of the
MPAN Debtors, and Mariner Health's senior secured credit facility
is guaranteed by all of the Mariner Health Debtors. Because of
their dual capital structure, the MPAN Debtors and the Mariner
Health Debtors maintain separate but similar cash management
systems, separate systems of depository accounts, concentration
accounts, and disbursement accounts.

The MPAN Debtors do not think such a dual structure is desirable.
The Debtors tell the Judge that ever since the Mariner Health
Merger, the Mariner Group has believed that the entire Mariner
Group and its creditors would benefit from the full integration of
the Mariner Group's capital structures. The Debtors believe that
such an integration would assist the Mariner Group in reducing
overhead costs, expand upon operating and administrative
efficiencies, and facilitate the raising of additional
capital through borrowings and equity investments. Unfortunately,
the Mariner Group was unable to unify its capital structure prior
to the Petition Date.

The MPAN Debtors believe that the most beneficial way to achieve
the goal of integration may be through the MPAN Debtors' funding a
plan of reorganization for the Mariner Health Debtors. Such a
plan, the Debtors envisage, may:

(1) provide the creditors of the Mariner Health Debtors with
     substantial consideration which may be distributed to them
     under a plan of reorganization;

(2) enable the MPAN Debtors to continue their existing management
     of and other business relationships with the Mariner Health
     Debtors' facilities; and

(3) generate significant value by further integrating the assets
     and operations of the Mariner Group as a whole.

As a result of negotiations, the Mariner Health Debtors' principal
secured creditors have requested that the Mariner Group make a
proposal for such a plan.

The Debtors believe that such a plan will likely require the
Mariner Group to obtain additional, new financing to fund plan
distributions and to require adequate working capital. The MPAN
Debtors note that if any plan is to provide material cash
distributions to any of the Mariner Health Debtors' creditor
constituencies, Mariner Group clearly will have to raise a
significant amount of cash. The Mariner Health Debtors owe their
senior secured creditors more than $430 million, in addition to
millions of dollars in other secured claims, approximately $15O
million in subordinated bonds, and an as yet to be determined
amount of general unsecured claims. Additionally, any plan will
have to provide for the payment in cash on account of certain
priority claims, unpaid administrative claims, and lease and other
executory contract cure amounts.

In light of the likely need to raise significant cash, the
principal secured creditors of the Mariner Health Debtors have
informed the Mariner Group that they will not consider a plan
proposal for the Mariner Health Debtors without an adequate
financing commitment. In order to fund such a plan for the Mariner
Health Debtors, the MPAN Debtors will need to obtain additional,
third-party financing.

Chase and a group of the MPAN Debtors' other DIP lenders have
indicated an interest in potentially providing such financing,
subject to, among other things, syndication, documentation, and
Court approval.

Given the prompt commitment that the MPAN Debtors need in order to
present a plan proposal, the MPAN Debtors believe that Chase is
the most likely source of any necessary financing. Chase is the
agent for the DIP lenders, a prepetition secured lender to the
MPAN Debtors, and an agent for the MPAN Debtors' principal
prepetition secured obligations. To the extent that any
financing will be collateralized by the MPAN Debtors' assets, any
lender other than Chase would present the problem of dealing with
Chase's current priority lien position on the vast majority of the
MPAN Debtors' assets, thus potentially delaying a plan for the
Mariner Health Debtors.

The MPAN Debtors have requested that Chase assist them in
arranging for the requisite financing to support a possible plan
of reorganization for the Mariner Health Debtors. While Chase has
indicated its interest in providing such financing, the agent is
unwilling to make such commitment until it has conducted adequate
due diligence regarding the Mariner Health Debtors' assets and
business operations. Although Chase is very familiar with the
MPAN Debtors through its existing lending relationships, Chase
currently has no direct relationship with the Mariner Health
Debtors, and thus is not currently in a position to finance such a

In order to induce Chase to conduct such due diligence, and to
compensate Chase for the significant effort and expense thereof,
Chase has requested that the MPAN Debtors enter into the
Evaluation Letter.

The MPAN Debtors believe that Chase will be in a position to
provide the necessary commitment upon completion of its due

Through the Evaluation Letter,

(1) Chase will give consideration to arranging and providing
     additional senior secured, superpriority debtor-in-possession
     financing pursuant to Bankruptcy Code sections 364(c) and
     364(d) (the New Facility) to be used in connection with
     funding a plan of reorganization for the Mariner Health

(2) Chase may make analysis of the assets and liabilities of the
     Mariner Health Debtors, consideration of the Mariner Health
     Debtors' business plan and prospects for reorganization,
     inspections of the Mariner Health Debtors' facilities, and
     communications with the Mariner Group's creditors and other
     interested parties;

(3) Upon execution and receipt of the Evaluation Letter, Chase
     immediately shall undertake an evaluation of whether, in its
     discretion, Chase would be willing to make the New Facility
     available to the Company;

(4) No later than November 30, 2000, the MPAN Debtors shall pay to
     Chase $ 350,000 as a fee for evaluating the Mariner Health
     Debtors and the advisability of providing the New Facility.

(5) The MPAN Debtors also shall deposit with Chase an additional
     $150,000 on account of legal, asset evaluation, and other
     reasonable fees and expenses that Chase may incur in
     connection with this evaluation; any unused amounts on
     deposit shall be returned to the MPAN Debtors at the end of
     the evaluation period;

(6) the MPAN Debtors also shall be obligated to reimburse Chase
     for any reasonable fees and expenses in excess of the
     deposit; and

(7) The MPAN Debtors shall indemnify and hold harmless Chase and
     its respective officers, directors, employees, affiliates,
     agents, and controlling persons from and against any and all
     losses, claims, damages, and liabilities as a result of the
     evaluation, but not to the extent that these are determined
     by a final judgment to have resulted from the willful
     misconduct or gross negligence of an indemnified person.

The MPAN Debtors believe that the terms of the Evaluation Letter
are fair, reasonable, and appropriate under the circumstances, and
Chase is acting in good faith in requesting the Evaluation Letter
as part of its due diligence process. In conclusion, the Debtors
believe that the execution of the Evaluation Letter is a proper
exercise of the MPAN Debtors' business judgment and is in the best
interests of the MPAN Debtors' estates. (Mariner Bankruptcy News,
Issue No. 11; Bankruptcy Creditors' Service, Inc., 609/392-0900)

MONARCH DENTAL: Appoints W. Barger Tygart as Chairman and CEO
Monarch Dental Corporation (Nasdaq: MDDS) announced that W. Barger
Tygart has been appointed  Chairman and Chief Executive Officer
effective immediately.  Mr. Tygart has served as the Company's
interim Chairman and Chief Executive since October, 2000.

Mr.  Tygart  has been a member of Monarch's Board  of  Directors
since February 1999.  Most recently, he served as President and
Chief Executive Officer  of  E-Tygart  Consulting  Group,  an  e-
commerce consulting firm.

Prior to this position, Mr. Tygart spent  38  years at  J.C.  
Penney  Company, Inc. in roles of increasing responsibility
including  President and Chief Operating Officer from 1995 until  
his retirement in 1997 and as Vice Chairman of the Board.  In
addition to Monarch  Dental, Mr. Tygart also serves on the Board
of Directors  of Burlington Industries, Inc. and Piranha, Inc.

Mr. Tygart commented, "Serving as a member of Monarch's Board of
Directors and  acting  as Chairman and Chief Executive  Officer  
has given  me  the opportunity  to  witness  first  hand  the  
Company's opportunities  for growth.  In the near-term, I  believe  
our  most important  objectives  are to complete  the negotiations  
with  our lenders to refinance our credit facility and obtain
$15.0 million  of subordinated debt."

Monarch  Dental currently manages 190 dental offices serving  20
markets in  14  states.  The Company seeks to  build
geographically dense networks of dental providers primarily by
expanding within  its existing  markets,  but also  by selectively  
entering  new  markets through acquisitions.

NORTHLAND CRANBERRIES: Juice Maker Reaches Accord with Bank Group
Northland Cranberries, Inc. (Nasdaq: CBRYA), manufacturer of
Northland 100% juice cranberry blends and Seneca fruit juice
products, announced that it has successfully entered into a
forbearance agreement with its bank group.  Under the forbearance
agreement, the banks have allowed Northland to defer principal and
interest payments under its $155 million revolving credit
agreement until February 12, 2001.  During this period, the banks
also agreed not to exercise various remedies available to them as
a result of Northland's defaults under certain covenants and
payment requirements of its secured debt arrangements as long as
Northland is in compliance with the terms and conditions of the
forbearance agreement.  Northland agreed with the banks to
perform certain actions, among them

(1) paying the banks a forbearance fee;

(2) obtaining a forbearance agreement and waivers from certain
     other creditors and third parties;

(3) moving certain company accounts to the agent bank; and

(4) promptly supplying the banks with certain financial and other
     information about the company and its assets.

John Swendrowski, Northland's Chairman and Chief Executive
Officer, said, "This is a very positive development for Northland.  
The forbearance agreement demonstrates our bank group's confidence
in our very positive recent financial results and our ability to
work closely with our creditors to satisfy our credit agreement
obligations.  We are also actively seeking refinancing of our
existing bank debt, and we expect to receive refinancing proposals
from several alternative financial institutions and organizations
before the end of the forbearance period.

"We are working hard to return the company to profitability in the
near term. The forbearance agreement helps us in pursuing that
goal by allowing us to defer principal and interest payments until
February 12, 2001 and by securing the agreement of our banks not
to call our loans due and payable during the forbearance period,
as long as we are in compliance with the terms of the agreement.  
We have been further encouraged by the cost savings realized from
the reorganization of our manufacturing and marketing functions,
which have allowed us to recently experience improved overall
results of operations consistent with our expectations.  We are
also very pleased with the initial response from the trade to the
previously announced introduction of our '27% Solution' product

Mr. Swendrowski noted that compliance with the forbearance
agreement allows Northland to effectively defer, until at least
February 12, 2001, approximately $5.2 million in interest payments
and approximately $5.0 million in principal payments that are past
due and approximately $3.1 million in interest payments that would
otherwise have become due prior to that date.

Northland is a vertically integrated grower, handler, processor
and marketer of cranberries and value-added cranberry products.  

The company processes and sells Northland brand 100% juice
cranberry blends, Seneca brand juice products, Northland brand
fresh cranberries and other cranberry products through retail
supermarkets and other distribution channels.  Northland also
sells cranberry and other fruit concentrates to industrial
customers who manufacture juice products.  With 24 growing
properties in Wisconsin and Massachusetts, Northland is the
world's largest cranberry grower.  It is the only publicly-owned,
regularly-traded cranberry company in the United States,
with shares traded on the Nasdaq Stock Market under the listing
symbol CBRYA.

OWENS CORNING: Creditors' Committee Taps Morris as Local Counsel
The Official Committee of Unsecured Creditors appointed in Owens
Corning's chapter 11 cases asks Judge Walrath for an Order
permitting it to employ Morris, Nichols, Arsht & Tunnell as local
counsel in Delaware, retroactively to November 1, 2000.

Morris Nichols will render the following services to the

(a) Advise the Committee with respect to its rights, duties and
     powers in these cases;

(b) Assist and advise the committee in its consultations with the
     Debtors relative to the administration of these cases;

(c) Assist the Committee in analyzing the claims of the Debtors'
     creditors and in negotiating with such creditors;

(d) Assist with the Committee's investigation of the acts,
     conduct, assets, liabilities, and financial condition of the
     Debtors and of the operation of the Debtors' businesses;

(e) Assist the Committee in its analysis of, and negotiations
     with, the Debtors or their creditors concerning matters
     related to, among other things, the terms of a plan or plans
     of reorganization for the Debtors;

(f) Assist and advise the Committee with respect to its
     communications with the general creditor body regarding
     significant matters in these cases;

(g) Represent the Committee at all hearings and other proceedings;

(h) Review and analyze all applications, orders, statements of
     operations, and schedules filed with the Court and advise the
     Committee as to their propriety;

(i) Assist the Committee in preparing pleadings and applications a
     may be necessary in furtherance of the Committee's interests
     and objectives; and

(j) Perform such other legal services as may be required and are
     deemed to be in the interests of the Committee in accordance
     with the Committee's powers and duties as set forth in the
     Bankruptcy Code.

The following are Morris Nichols' current hourly rates for work of
this nature:

            Partners               $320 to 440
            Associates             $150 to 290
            Paraprofessionals      $100 to 125
            File clerks                    $50

The firm advises these rates are subject to periodic adjustments
to reflect economic and other conditions.

On behalf of the firm, William H. Sudell, Jr., has averred that
Morris Nichols is a "disinterested person" as that term is defined
in the Bankruptcy Code. However, in the interests of full
disclosure Mr. Sudell states that each of Bank of America, Morgan
Guaranty Trust, Credit Suisse First Boston, Chase Manhattan, and
Dresdner Bank are current clients of Morris Nichols; however, the
firm does not represent these entities in any matters adverse to
the Committee or the bankruptcy estates. Morris Nichols has
formerly represented Morgan Guaranty Trust, Barclays Bank,
Metropolitan Life Insurance, 3M, Owens Corning, and Sanwa Bank,
but not in any matters adverse to the Committee or these
estates. (Owens-Corning Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

PACIFICARE HEALTH: Staff Reduction Leaves 550 Employees Jobless
PacifiCare Health Systems, Inc. (Nasdaq: PHSY) announced that
reductions to its corporate headquarters and regional HMO
operations staff will affect about 550 employees, or about
six percent of the company's work force, many beginning Jan. 2,
2000.  In connection with these reductions, the company expects to
record a restructuring charge of $15 to $17 million (or $0.24 to
$0.28 diluted loss per share) primarily for severance and related
employee benefits in the fourth quarter of 2000.

"Streamlining our operations to enhance cost efficiency and bring
decision making closer to our members and providers is integral to
our efforts to restore PacifiCare's strength and earnings power
over the long term," said Howard G. Phanstiel, acting president
and chief executive officer.  "We must ensure that we are not
incurring costs for which our constituencies are not willing to
pay, and we must also ensure that we have set aside adequate
resources to invest in growth initiatives.

"We are also decreasing marketing and sales staff for our Medicare
+ Choice program," Phanstiel continued.  "This is a result of the
decision we announced last month to limit new enrollment in about
40 percent of our Medicare markets next year due to rising health
care costs and insufficient federal funding.

"We believe our staffing reductions will not adversely impact
service to our customers, and we will continue to develop and
invest in capabilities we consider vital to the company's future,
such as medical management, underwriting and information

Phanstiel concluded, "It is always difficult to lose dedicated
employees when the company's growth strategies call for a
different skill mix and leaner overhead costs.  We are very
grateful for the many contributions that the employees affected by
these decisions have made to our company."

The majority of the positions are being eliminated during the next
two months.  More than half of the staff reductions are related to
marketing positions, primarily for the Medicare + Choice program,
and about 120 are corporate employees.  All will be eligible for
severance benefits, outplacement assistance and counseling to
assist in their transition from the company.

PacifiCare Health Systems is one of the nation's largest managed
health care services companies.  Primary operations include
managed care products for employer groups and Medicare
beneficiaries in nine states and Guam, serving about 4 million
members.  Other specialty products and operations include
behavioral health services, life and health insurance, dental and
vision services, pharmacy benefit management and Medicare + Choice
management services.  More information on PacifiCare Health
Systems can be obtained at

PACIFIC GATEWAY: Defaults on $38,600,000 Bank Facility
A recent SEC filing states that Pacific Gateway Exchange Inc. is
in default of its bank facility, Dow Jones reports. Having no
funds to pay its lenders, Pacific Gateway's failed its dues of
$38.6 million loans that matured on Nov. 20. The firm already
requested the lenders not to foreclose the collateral while
Pacific Gateway seeks to sell its assets. Defaulting on the bank
facility has heighten the chance of the company filing for

Pacific Gateway, based in Burlingame, Calif., provides voice, data
access, and travel services in the U.S.

PORT ARTHUR: Moody's Confirms Ratings & Says Outlook Remains Neg
Moody's Investors Service confirms Port Arthur Coker Co.'s (PACC)
and Premcor's ratings, retaining the present negative rating
outlooks. Confirmations include:

     (1) Port Arthur Finance Co. (PAF) Ba3 $255 million of 12.5%
senior secured notes due 2009, $325 million of Tranche A and B
senior secured bank debt, and $50 million secured working capital

     (2) Premcor USA (PUSA) B3 $175 million of 11 7/8% senior
unsecured notes due 2005 and "caa" $88 million of 11.5% PIK
preferred stock; and

     (3) The Premcor Refining Group (PRG) Ba3 senior unsecured
$110 million of 8 5/8% notes due 2008, $100 million of 8 3/8%
notes due 2007, $172 million of 9 ®% notes due 2004, and $240
million of floating rate bank loans, and B2 senior subordinated
$175 million of 8 7/8% notes due 2007.

Moody's does not rate PRG's $700 million secured working capital
facility. The Premcor senior implied rating is Ba3. These actions
follow amendments to PACC's bank credit and letter of credit
insurance facilities, as well as revisions to Purvin & Gertz' (PG)
PACC cash flow forecasts.

PUSA owns all of PRG (together, PUSA and PRG are herein defined as
Premcor). PAF is PACC's financing arm, funding PACC through
intercompany notes. PRG operates PACC; PACC owns key deep
conversion units being built in PRG's flagship refinery. Premcor
Inc. (PI) owns all of PUSA and, through Sabine River Holding
Corp., 90% of PACC. The Blackstone Group controls 81% of PI,
Occidental Petroleum owns 18% of PI, and Occidental directly owns
10% of Sabine/PACC. PACC is strategic to PRG and to Blackstone's
exit plans for its $264 million Premcor/PACC investment. Moody's
ties PACC's ratings to Premcor's.


In spite of full PACC mechanical completion later this month and
PRG's strong 2Q00 results, the rating outlook remains negative.
Moody's is optimistic for PACC's ability to reach design
performance in first-half 2001, but PRG is highly leveraged in a
volatile sector, PACC's fortunes are tightly entwined with PRG's,
and PACC is a cash-consuming project until reaching design
performance. Yet base case forecasts imply PACC might commence
dividends to PI by 2003. But Blackstone's self interest would
dictate whether to downstream that cash to Premcor, realized PACC
and PRG margins are volatile, results below mid-cycle levels would
defer PACC dividends, and PRG may need results above mid-cycle
levels to avoid a rise in net debt.

In addition to a more cautious refining outlook, the outlook

   (1) very high Premcor debt relative to asset value, volatile
        cash flow, mid-cycle cash flow after capex and interest,
        and liquidity needs;

   (2) high consolidated Premcor/PACC debt on consolidated PI
        asset values and earnings potential;

   (3) the cash impact of PRG's 3Q00 under-performance;

   (4) PRG's elevated letter of credit, working capital, and
        liquidity needs due to high oil prices;

   (5) PRG's exposure on 56% of its throughput volumes to often
        vexing Midwest sector margins and under-performance to
        those margins, and

   (6) PACC's remaining hurdle of attaining design performance in
        first-half 2001. Additionally, though price differentials
        between heavy and light and between sour and sweet crude
        oils are now attractively very wide, a correction to more
        normal but still supportive differentials could evolve if
        OPEC cuts heavy crude production in 2001 to support oil

The ratings will be reevaluated in first-half 2001. They are
sensitive to 4Q00 and first-half 2001 performance and PRG's
ability to begin reducing net debt to levels compatible with PRG's
mid-cycle potential and down-cycle environments. Premcor's ability
to sustain net debt reduction likely requires 4Q00 and 2001
results above seasonal averages, and working capital needs not
consuming excessive liquidity. If PRG is not sustaining net debt
reduction, a review for downgrade is likely unless Blackstone
declares support for Premcor's debt and presents an exit strategy
that strengthens Premcor's credit standing. The ratings are not
compatible with any strategies that might reduce the claims of the
rated instruments to below original par value.

A review would assess: PRG cash flow, liquidity, capex needs, and
deleveraging prospects; PACC's progress; combined Port Arthur and
PACC performance; extent to which PACC indirectly or Blackstone
directly may firm PRG's standing; and if PACC debt is sufficiently
insulated from Premcor substantive consolidation, hold-out, and
contract renegotiation risk.


The ratings remain supported by:

   (1) PACC's imminent mechanical completion roughly on budget,

   (2) cash benefits of a sector recovery from March 2000 through
        November 2000, leaving Premcor with $266 million of
        9/30/00 consolidated cash ($38.5 million at PUSA) prior to
        the winter season and inventory build before the summer

   (3) about $250 million to $270 million of expected year-end
        2000 cash,

   (4) potential substantial annual PACC debt reduction starting
        in 2001 under PACC's base case scenario, and

   (5) PRG's view that its own Port Arthur (PA) margins may be
        somewhat less volatile after PACC's commissioning. Also,
        while a fall in crude oil prices tends to spur sector
        inventory building and lower margins, the reduction in
        crude oil prices would also free up a layer of liquidity
        cash tied up in inventory.

Purvin & Gertz' base case model indicates PACC's ability to repay
about $174 million of debt in 2001-2002, $254 million in 2001-
2003, while fully-funding the senior claim of the $75 million PMI
reserve account. However, these numbers are not sensitized for
operating rates and market forces that can substantially cut cash
flow. If realized, base case debt paydown indirectly benefits
Premcor to the degree Blackstone remains committed to sustaining
PRG's health to optimize the value of its exit strategy.
Blackstone's self interest may induce it to provide PRG an
increment of downcycle support if it also believed that the
assistance could be recovered during an up-cycle or from its exit
strategy. Premcor, Inc. and PACC are together one of Blackstone's
largest investments.

PRG believes its margin volatility may modestly decline due to
substitution of a significant portion of PRG's current Port Arthur
exposure to Gulf Coast 3-2-1 crack spreads (based on light sweet
crude) with an effectively partially hedged exposure to PACC's
eight year coker gross margin stabilization contract with
PMI/PEMEX (Baa3). PACC's earnings volatility, and with a lagged
effect, its cash flows, are moderated by the PMI margin contract.
PEMEX guarantees an average $15/barrel margin between the light
products produced by PACC's coker (raw feedstocks for gasoline and
distillate) and PACC's coker feedstock (vacuum distillation tower
bottoms). Some of this benefit is contractually passed on to PRG
through a web of intercompany lease, processing, off-take, and
management contracts.


PACC's bank loans and working capital insurance facility have been
amended and increased, and Purvin & Gertz revised its base case
cash flow forecast for PACC. The secured revolver was increased
from $35 million to $50 million, mandatory term loan repayments
were reduced, and Winterthur's letter of credit guarantee facility
was increased from $150 million to $200 million. PG forecasts
PACC's first five years of base case cash flow available for debt
service of $913.4 million (only slightly lower than planned) and
$1.338 billion in its first eight years (5% below plan). But PG
now expects $232 million of 2001 PACC cash flow available for debt
service, about $27 million higher than planned. Still, PACC now
likely needs to pre-fund its $75 million coker margin reserve
account earlier than planned due to strong heavy/light
differentials. These changes result in about a $55 million
reduction in PACC's first three years of debt repayment, causing
full repayment of the bank facilities to be delayed by about one
year until late 2004.

Cash flow revisions result from high absolute oil prices, high
natural gas refinery fuel costs, high working capital and letter
of credit needs due to high oil costs, and very wide heavy/light
crude differentials forcing accelerated pre-funding of PACC's
coker margin reserve account.


PACC's ratings remain directly tied to Premcor's. This reflects:

   (1) functionally inseparable PRG/PACC operations and economics;
   (2) PACC reliance on contractual access to vital PRG units for
        distillation of PACC's crude oil and the finishing of PACC
        raw product;

   (3) material damage to PACC fair value and asset coverage of
        PACC debt if PRG defaulted;

   (4) the potential for PRG to seek relief on important
        processing contracts with PACC if PRG fell into

   (5) PACC initially high debt relative to much reduced cash flow
        and asset value if PACC had to operate or be sold in its
        defined "Stand-alone" mode (worse if it lost access to the
        distillation towers),

   (6) a risk PACC could be rolled-up in substantive consolidation
        with Premcor if Premcor went bankrupt; and

   (7) the Premcor securities' likely strength in distress
        negotiations concerning disposition of PRG, the Port
        Arthur refinery, PACC contracts, and PACC itself. PACC
        cannot be sold for fair value unless it operates, and is
        sold, in tandem with Port Arthur.


In February 2000, after disastrous 1999 sector conditions, Moody's
confirmed Premcor's and PACC's ratings with a negative outlook.
This action recognized cyclical risks to highly leveraged
refiners, but also recognized strong demand and inventory
fundamentals, the role backwardation could play in reinforcing
tight inventories and good margins, and anticipated strong 2000
and supportive 2001 sector margins. The sector did deliver the
strongest margins in six years and record margins in some regions,
led by gasoline and marked by exceptionally wide crack spreads and
light/heavy and sweet/sour crude oil price differentials. Margins
also benefited from reduced fungibility of gasoline grades due to
differing regional and seasonal environmental standards for
gasoline content. Yet, especially in 3Q00, PRG's margins, cash
flow, and cash accumulation did not fully participate in sector

Moody's is somewhat more cautious now about the refining outlook.
Furthermore, peak margin environments of the 2000 variety are
rare, and Premcor's underperformance caused it to miss a valuable
layer of up-cycle cash accumulation. Premcor substantially
underperformed strong Midwest sector margins and its relative
Midwest performance seems to have worsened after PRG's mid-1998
acquisition of the Lima refinery.

PRG margins were dampened by:

   (1) very high natural gas fuel costs (over $45 million impact
        for 2000);

   (2) low to negative refining by-product margins on residual
        fuel oil, coke, petrochemical feedstocks, and sulfur;

   (3) higher than normal byproduct volumes ($100 million impact)
        due to PRG's heavier than normal Port Arthur crude runs in
        preparing for PACC start-up;

   (4) higher than budgeted crude oil freight costs;

   (5) periodic crude oil pipeline supply constraints into the

   (6) cash hedging and inventory losses due to high, volatile,
        and backwardated oil prices;

   (7) and working capital and letter of credit needs inflated by
        high oil prices. Unscheduled downtime at Blue Island,
        Lima, and Port Arthur added to unbudgeted costs, lost
        earnings, and hedging losses.

Moody's is cautious about winter margins. Crude inventories are
not as tight (particularly offshore), crude prices may face supply
pressure, and gasoline margins substantially tapered off since
October. Gulf Coast 3-2-1 crack spreads remain well above
disastrous 1999 levels, but they are now largely supported by very
strong distillate margins still vulnerable to unknown 2000/2001
winter weather severity and heating oil demand, and uncertainty
regarding the actual tightness of heating oil inventories. Primary
inventories are tight, but it is not yet clear to what degree this
may offset by ample secondary and tertiary inventories. On the
other hand, heating oil prices may gain some support from
extraordinarily high natural gas prices.

Regarding 2001 margins, Moody's anticipates average sector crack
spreads due to concerns about decelerating demand and rising crude
oil and gasoline inventory. Falling oil prices have historically
prompted inventory building and product price pressure. Still,
Port Arthur's margins will also benefit from wide light/heavy and
sweet/sour crude oil price differentials on the portion of heavy
crude runs not covered by the PMI margin support contract.


In PG's base case model, PACC generates an average of $200 per
year in EBITDA and its original backcast forecast displayed
substantial swings around that number. Moody's believes PRG's
EBITDA at mid-cycle crack spreads, crude prices, and natural gas
costs could be $150 million to $175 million. PACC is not expected
to upstream cash to PI for at least two years, but it may be able
to pay dividends by 2003 according to PG's base case. Rapid PACC
deleveraging may also induce Blackstone to justify a degree of
incremental support for PRG until PACC cash flow is available to
PI and, hopefully, is made available to PUSA/PRG.

In the meantime, Premcor and consolidated Premcor/PACC carry very
high debt relative to PRG and PRG/PACC processing capacity; likely
asset value; cash flow volatility; severity of sector corrections;
PRG's pattern of untimely downtime; liquidity and letter of credit
needs; and impact of backwardated and volatile oil prices on
inventory and hedging losses.

While it remains highly leveraged, Moody's believes PRG needs
consolidated Premcor cash of around $250 million given that cash
is consumed rapidly when weak margins coincide with crude oil
price surges during peak seasonal inventory build-up, PRG needs to
maintain bank confidence for $700 million of letter of credit
capacity, and that about $120 million in cash is ear-marked for
letter of credit backup and $40 million is PUSA cash for coupon
payments. An oil price surge would consume more letter of credit
capacity. About $600 million of letters of credit are issued and
$75 million in cash must be pledged to use the full $700 million
credit line.


Rapid PACC deleveraging and sound Premcor liquidity are important
to bridging the Premcor group to sustainable debt levels.
Consolidated Premcor and PACC debt is high relative to processing
capacity and asset value ranges. Pro-forma for PACC's $580 million
of peak debt, combined PUSA/PRG/PACC debt of $1.555 billion is
$2,752 of debt for each of PRG's 565,000 bpd of distillation
capacity and over $260 per daily complexity barrel. Adding PUSA's
$88 million of preferred stock yields $2,908 of claims per PRG
distillation barrel and about $280 per complexity barrel. Such
levels exceed the pro-forma value of PRG's four refineries,
especially considering the range of values for the smaller
landlocked Midwestern units.

REGAL CINEMAS: Jay Alix & HLHZ Continue to Explore Alternatives
Regal Cinemas, Inc., the nation's largest theatre chain, reports
that the administrative agent under the company's senior bank
credit facilities has delivered a payment blockage notice to the
company and the indenture trustee of its 9-1/2% Senior
Subordinated Notes due 2008 prohibiting the payment by Regal of
the semi-annual interest payment of approximately $28.5 million
due to the holders of the notes on December 1, 2000. The notice,
which could prohibit Regal from making any payments on the notes
for a period of up to 179 days, was delivered as a result of the
company's noncompliance with a formula-based financial covenant,
which requires the maintenance of certain specified leverage

"While the payment blockage was not the company's decision, we
anticipate that we will continue to maintain existing payment
terms and remain current with our vendors while the company
explores various strategic restructuring alternatives," stated
Michael Campbell, Regal Cinemas' Chairman and Chief Executive
Officer. "Management is committed to our business and to our
vendors who continue to support us during this process."

The company said that the payment blockage notice is not an
acceleration of the maturity of the company's debt obligations
under the senior credit facilities and that the company is current
in all its payment obligations under those facilities. However,
based on the company's non-compliance with its senior credit
facilities, the company's bank group has the right to accelerate
the maturity of the company's debt obligations thereunder.
Additionally, if the bank group exercises this option, the trustee
of notes would have the right to accelerate the maturity of the
indebtedness evidenced by the notes. If any of these obligations
are accelerated, the company's business may be materially and
adversely impacted and, as a result, it may be forced to seek
protection under federal bankruptcy laws.

Regal Cinemas continues to work with its financial advisors, Jay
Alix & Associates and Houlihan, Lokey, Howard & Zukin, in
evaluating a long-term financial plan to address various
restructuring alternatives, including the closure of under-
performing theatres, potential sales of non-strategic assets
and the potential restructuring, recapitalization or
reorganization of the company. No assurances can be given that any
such restructuring; recapitalization or reorganization will be
negotiated on terms that will allow the payment of semiannual
interest to the noteholders.

Headquartered in Knoxville, Tennessee, Regal Cinemas Inc. operates
4361 screens at 396 locations in 32 states.

SCOUR INC: CenterSpan Bid 60% Cash and 40% New Common Stock
CenterSpan Communications (Nasdaq:CSCC) announced today that it
was named the successful bidder of the assets of Scour, Inc.
CenterSpan's offer of $9,000,000 in cash and common stock was
accepted as the best and highest bid in the auction proceeding
before Judge March of the U.S. Bankruptcy Court in Los Angeles.
The specific terms require $5,500,000 in cash and $3,500,000 in
newly issued CenterSpan common stock, which represents 333,333
shares at a price of $10.50 per share, which was the closing price
of CenterSpan's stock on the NASDAQ exchange on Tuesday December
12, 2000. The acquisition will be accounted for as a purchase
transaction and is expected to close by next Tuesday December 19,

Scour currently operates one of the most widely visited digital
entertainment portals on the web. Scour facilitates the search and
exchange of digital audio, video and image files. Its peer-to-peer
search and file sharing application, Scour Exchange, has close to
4.5 million registered users. Scour Exchange is similar to
Napster, but broader in scope. Scour Exchange was shut down as a
result of Scour filing for protection from its creditors pursuant
to Chapter 11 of the U.S. Bankruptcy Code.

CenterSpan's purchase of the assets of Scour under the
jurisdiction of the U.S. Bankruptcy Court enables the company to
take title to the Scour assets free and clear of any and all

CenterSpan plans to re-launch the Scour Exchange in the first
quarter of 2001 as part of the company's secure and legal digital
distribution channel, code named C-star. C-star integrates
CenterSpan's next generation peer-to-peer technology with digital
rights management support to provide content owners with the
ability to track and account for their content within the channel.

"As we stated at the beginning of this process, Scour represents a
significant opportunity for us to accelerate public visibility of
C-star and create critical mass for the secure and legal
distribution of digital content for fee over the Internet," stated
Frank G. Hausmann, CenterSpan's Chairman and CEO. "In addition,
the $10 million in cash we will receive as a result of the
recently announced private equity investment will give us more
than adequate operating and opportunistic cash to execute our

About CenterSpan

CenterSpan Communications Corp. is a developer and marketer of
peer-to-peer Internet communication and collaboration solutions.
The company is developing a next generation peer-to-peer digital
distribution channel enabling members to publish, search and
purchase digital content, such as music and video files, in a
secure and legal environment. CenterSpan is an Intel Capital
portfolio company. Visit to learn more.

SEARLE LAND: Case Summary and 20 Largest Unsecured Creditors
Debtor: Searle Land & Livestock, LLC
        400 North 2150 East
        Raft River, Idaho

Chapter 11 Petition Date: December 12, 2000

Court: District of Idaho

Bankruptcy Case No.: 00-42119

Judge: Jim D. Pappas

Debtor's Counsel: Brent T. Robinson, Esq.
                  Ling & Robinson
                  P.O. Box 396
                  Rupert, ID 83350-0396
                  (208) 436-4717

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

20 Largest Unsecured Creditors:

Evans Grain                      Trade Debt              $ 101,947

Monsanto                         Trade Debt               $ 22,000

MBNA Credit Card Services        Trade Debt               $ 20,000

American Express                 Trade Debt               $ 14,700

First USA                        Trade Debt               $ 14,536

Intermountain Farmers            Trade Debt               $ 13,149

Raft River Rural Electric        Trade Debt               $ 13,000

Cook, Dorigatti & Associates     Trade Debt               $ 11,000

Darling Delaware                 Trade Debt                $ 9,577

Keith's Dairy Services           Trade Debt                $ 8,918

XIX Corp.                        Trade Debt                $ 8,757

Dick & Nick's Quality Tire       Trade Debt                $ 8,339

Northstar Dairy                  Trade Debt                $ 7,412

Bowen Petroleum                  Trade Debt                $ 4,960

Automated Dairy Systems          Trade Debt                $ 4,916

Evard, LLC                       Trade Debt                $ 4,651

Peter Grush                      Trade Debt                $ 4,200

Creditors Intercharge            Trade Debt                $ 3,376

Smith's Food King                NSF Payroll Checks        $ 2,345

RC Willey                        Trade Debt                $ 2,023

TELESCENE FILM: Toronto Stock Exchange Reviews Trading Status
Dow Jones reports that the Toronto Stock Exchange is reviewing the
Class B shares of Telescene Film Group Inc., whether the firm
still complies for listing. The exchange was reviewing the firm,
but didn't stipulate into how.  Recently announcing plans to file
for bankruptcy, Telescene develops, produces and distributes
filmed entertainment.

TIMESSQUAREMEDIA.COM: Webcaster Files Chapter 7 in Manhattan
Seeking to sell assets and pay its debts,
filed for Chapter 7 bankruptcy in the U.S. Bankruptcy Court in
Southern District of New York in Manhattan,
reports.  Both the company and the lawyer who filed the documents
were unavailable during press time. According to documents, the
firm owes more than $500,000 to 49 creditors including Earthcam
Inc. of Hackensack, N.J., Exodus Communications of Santa Clara,
Calif., Globix Corp. and InterShop, both of New York, and the WWF
Restaurant in Times Square.

Renata McGriff, who founded, now faces a chain
of lawsuits and default judgments over the finances of the

USA BIOMASS: Files for Chapter 11 Protection in Los Angeles
The Company's Board of Directors announced that the Company and
two of its affiliates, American Waste Transport, Inc. and American
Greenwaste, Inc. will filed voluntary petitions under Chapter 11
of the United States Bankruptcy Code in the U.S. Bankruptcy Court
for the Central District of California, Los Angeles Division. The
Chapter 11 filings were made necessary by inadequate cash

Company President & C.E.O., Lance B. Jones stated: "Although the
Company has made efforts to cut expenses and improve revenue
margins, the Company has concluded that it has no viable
alternative but the seek a formal plan of reorganization under the
bankruptcy laws. The purpose of the filing is to attempt to
reorganize the Company so as to enable it to emerge in a better
position than it is in today."

In view of these developments, the Board of Directors has decided
to postpone the upcoming December 15, 2000 annual shareholders'
meeting indefinitely.  "The Company apologizes for any
inconvenience that this postponement may cause," the Company said
in a prepared statement.  Web site://http:

USA BIOMASS: Nasdaq Halts Trading & Asks for Information
USA Biomass Corp. trading halt status has been changed by Nasdaq
to "additional information requested", Dow Jones reports.
According to the exchange, the status will remain halted until USA
Biomass satisfies Nasdaq's request for addition information.  

UTILICORP UNITED: Fitch Affirms Credit Ratings & Puts on Watch
Fitch has affirmed the corporate credit ratings of UtiliCorp
United Inc., (UCU) and placed the ratings on Rating Watch Evolving
following today's announcement regarding a management plan to
separate the ownership of its wholly owned subsidiary Aquila
Energy Corporation (Aquila).

The ratings affected are: senior unsecured notes at `BBB'; premium
equity participation security units (PEPS) and monthly income
preferred securities (MIPS) at `BBB-', and commercial paper at
`F2'. Rating Watch Evolving signifies that important changes at
the company could cause ratings to be raised, lowered or

The announced two-stage transaction involves a public offering of
shares representing a 19.9% interest in Aquila Energy and a
subsequent spin-off to UCU shareholders of the remaining shares.
It is expected that proceeds of the public offering of Aquila
stock will be used to reduce debt of parent UCU. Assuming the full
implementation of the two-stage divestiture of Aquila Energy, UCU
will then be a smaller company focused on gas and electricity
distribution and related activities in the mid- western US,
Australia, New Zealand, and Canada.

UCU's credit measures have been stressed recently by the ongoing
requirement to support Aquila's aggressive capital spending to
acquire merchant generation assets and the working capital demands
occasioned by the energy trading and marketing business. The
planned full spin-off of Aquila Energy will relieve these
pressures on UCU's ratings and reduce business risk. However, UCU
will lose the ongoing earnings contribution of this subsidiary.
Further debt reductions will be required at UCU to prevent a
decline in credit rating measures and to retain the current credit
ratings. If UCU is successful at implementing a series of steps to
reduce consolidated debt and boost equity, UCU's credit standing
will stabilize and possibly improve over time.

UCU serves 1.2 million electric and gas utility customers in seven
states in the United States. UCU, directly or indirectly, serves
2.1 million international customers in New Zealand, Canada,
Australia and the U.K. Non-regulated interests are in midstream
gas assets and energy marketing and trading through wholly owned
subsidiary Aquila Energy.

VERDANT BRANDS: Declares Moratorium on Payment of Various Debts
Verdant Brands, Inc., reports sales for its third quarter ended
September 30, 2000 of $10.3 million, down from $13.8 million for
the same period in 1999. The company incurred, after special
charges, a net loss for the third quarter of $9,040,000 compared
to net loss of $2,458,000 for the same quarter of 1999.

Sales for the nine months ended September 30, 2000 totaled $51.8
million compared to $63.4 million for the same period in 1999. The
company also reported a net loss for year-to-date operations of
$29,611,000 compared to a net income of $45,000 for the same
period in 1999.

Operations for the quarter included special charges of $1,000,000
for obsolete and excess inventory, and $2,329,000 for the sales of
Valley Green and a portion of Pacoast assets. These charges relate
to the continued financial problems of the company and its
decisions during the quarter to discontinue various products, and
to sell certain assets and businesses of the company. The company
previously announced during the last quarter that it had received
a notice of default from its secured lender and that it had begun
efforts to sell certain assets and businesses in an effort to
retire its secured debt.

In response to cash flow problems, the company placed a moratorium
on the payment of approximately $16 million in trade accounts
payable and certain other liabilities existing prior to May 31,
2000. This has caused many vendors, some critical to operations,
to withhold credit and otherwise restrict the company's ability to
acquire materials and services. The company's senior secured
creditor is continuing to fund operations on a restricted basis,
however, funding is inadequate for normal operations and the
continuation of current funding is uncertain.

Commenting on a previous announcement regarding the potential sale
of portions of the company's business, Dean Bachelor, Chairman and
CEO said, "The restructuring plan we put in place earlier this
year is progressing as planned."

Verdant Brands, Inc. is a developer, manufacturer and supplier of
pest control products and fertilizers to the retail, agricultural
and professional markets using a variety of national, proprietary
and private label brands, including Safer(R), Brand, Dexol(R),
Black Leaf(R), Blocker(R), AllPro(R), SureFire(R), CheckMate(R),
BioLure(R), Insectigone(R), and Ringer(R). The company's stock is
traded on the NASDAQ Bulletin Board under the symbol VERDob.

VERDANT BRANDS: Sells Valley Green Assets for $650,000
With the report of its third quarter earnings Verdant Brands,Inc.,
a Minnesota corporation, released information on the financial
impact of sales of the assets of Commercial Dealer Segment. The
Commercial Dealer Segment consists of the Valley Green Division
and the Pacost Division.  The Valley Green assets located in
Chicopee, MA, were sold October 11, 2000 for $650,000 to Valley
Green Center, Inc. A portion of the Pacoast Division assets,
located in Escalon, Livingston, and Patterson, CA, was sold
November 8, 2000 to Western Farm Service, Inc. for $3,850,000. Two
remaining parcels of real estate located in Fresno and Sacramento,
CA, which comprise the remaining balance of the Commercial Delaer
Division assets, are expected to be sold in the next month
for approximately $575,000. Both divisions are wholly-owned
subsidiaries of Consep, Inc., a wholly-owned subsidiary of
Verdant. All proceeds, after payment of selling expenses from the
sales, were used to reduce Verdant's secured line of credit with
its senior lender.

Valley Green Center, Inc., is owned 100% by Charles Dooley, the
former President of the Valley Green Division.

VIRTUAL TECHNOLOGY: PwC Resigns After Expressing Substantial Doubt
On November 27, 2000, PricewaterhouseCoopers LLP resigned as the
independent accountants of Virtual Technology Corporation. The
firm had audited Virtual's financial statements only for the
fiscal year ended January 31, 2000, however, the report of
PricewaterhouseCoopers LLP on the financial statements for the
fiscal year ended January 31, 2000 was modified to express
substantial doubt as to Virtual Technology Corporation's ability
to continue as a going concern.

Virtual Technology engaged Lurie, Besikof, Lapidus & Co., LLP as
its new independent accountants as of November 30, 2000.

WADE COOK: Appoints Vasquez & Company as New Auditing Firm
On November 28, 2000, Wade Cook Financial Corporation, as approved
by the Board of Directors, engaged Vasquez & Company LLP as its
principal accountant and independent auditors for the fiscal year
ending 2000, and simultaneously dismissed Miller and Co. LLP as
its principal accountant and auditors.

The reports of Miller and Co. LLP included within its report on
the company's financial statements for the fiscal year ended
December 31, 2000 [sic., probably 1999] a paragraph stating that
the company suffered a significant operating loss from operations
and continued to have a working capital deficit which raised
substantial doubt about the company's ability to continue as a
going concern.

WESTMORELAND COAL: Enters Into Sale Pact with Dominion Virginia
Westmoreland Coal Company reports that three Virginia power
project entities that are 30%-owned by its wholly owned
subsidiary, Westmoreland Energy, Inc., had entered into an
agreement with Dominion Virginia Power, a subsidiary of Dominion
for their sale. The agreement allows either party to unilaterally
call for the sale of the projects at an agreed price, at any time
between January 5, 2001 and September 30, 2001, following receipt
of all regulatory approvals. The projects include three (3)70 MW
stoker-coal cogeneration power projects located in ltavista,
Hopewell and Southampton, Virginia that began commercial
operations in 1992. Proceeds of the sale to Westmoreland's
subsidiary will include its share of the agreed sale price, plus
its share of the projects' cash accounts at closing, representing
an estimated total of $23-25 million. Dominion Virginia Power will
assume the projects' contracts and debts. Closing for the
transaction is anticipated to occur during the first quarter of

W. Michael Lepchitz, President of Westmoreland Energy, Inc. said,
"We are pleased that the parties agreed with the benefits of a
sale to Dominion Virginia Power, and have cooperated in the
discussions to reach an agreement. Westmoreland has benefited from
the operation of these projects over the past years and we
appreciate the dedication of the project personnel."

"We believe this transaction will deliver a higher value to our
shareholders than continued operation under existing power supply
and project financing terms," commented Christopher K. Seglem,
Westmoreland Coal Company Chairman, President and CEO. "As
demonstrated in the past, Westmoreland will sell assets when
opportunities to achieve higher returns for our shareholders
appear to be present. Moreover, the proceeds from this transaction
can directly support implementation of the strategic plan
presented to our shareholders last April," added Seglem.

Westmoreland Coal Company also reported that the previously
announced settlement between the ROVA Partnership and Dominion
Virginia Power regarding the Roanoke Valley Independent Energy
Facility ("ROVA") contract dispute has been finalized. The ROVA
Partnership is a 50/50 partnership between Westmoreland Energy,
Inc., a wholly owned subsidiary of Westmoreland Coal Company and
LG&E Power Inc., a wholly owned subsidiary of LG&E Energy Corp.
The settlement is part of a larger restructuring of the contracts
between the parties and provides a cash payment to the ROVA
Partnership, modifies the power purchase agreement to align the
interests of and provide incentives for both the ROVA Partnership
and Dominion Virginia Power and resolves past operating issues
with regard to how forced outage days are treated. Westmoreland
has not previously recognized any revenues on its 50% portion of
the capacity payments withheld by Dominion Virginia Power. The
cash portion of the settlement is anticipated to increase
Westmoreland's net income for the fourth quarter 2000 by $14.9
million and increase cash by $13.9 million. In addition, the
greater operational flexibility afforded by the revised power
purchase agreement and the elimination of the controversy
associated with the continuation of capacity payments on forced
outage days are expected to improve future operational ROVA
Partnership earnings by $1.0-2.0 million per year, of which 50%
would be recognized by Westmoreland.

Westmoreland Coal Company, headquartered in Colorado Springs, is
the oldest independent coal company in the United States. It is
implementing a strategic plan for expansion and growth through the
acquisition and development of coal, gas and power opportunities
in the changing energy marketplace. With over $200 million in
available tax loss carryforwards (NOLs), the company hopes to
enjoy near pre-tax levels of cash flow from profitable operations.
Westmoreland has made several announcements recently relative to
its progress in this regard. The company has announced an
agreement to acquire Montana Power Company's coal business for
$138 million and an agreement to acquire the coal operations of
Knife River Corporation for $28.8 million. The company's existing
operations include Powder River Basin coal mining through its 80%-
owned subsidiary Westmoreland Resources, Inc. and independent
power production through its wholly owned subsidiary Westmoreland
Energy, Inc. The company also holds a 20% interest in Dominion
Terminal Associates, a coal shipping and terminal facility in
Newport News, Virginia.

* BOOK REVIEW: The Turnaround Manager's Handbook
Author: Richard S. Sloma
Publisher: Beard Books
Softcover: 226 Pages
List Price: $34.95
Order a copy today from at

Review by Gail Owens Hoelscher

In the introduction to this book, the author suggests that an
accurate subtitle could be "How to Become a Successful Company
Doctor."  Using everyday medical analogies throughout, he targets,
"corporate general practitioners" charged with the fiscal health
of their companies.

As with many human diseases, early detection of turnaround
situations is critical.  The author describes turnaround
situations as a continuum differentiated by length of time to
disaster:  "Cash Crunch," "Cash Shortfall," "Quantity of Profit,"
and "Quantity of Profit."

The book centers on 13 steps to a successful turnaround.  The
steps are presented in a flowchart form that relates one to
another.  Extensive data collection and analysis are required,
including the quantification of 28 symptoms, the use of 48
diagnostic and analytical tools, and up to 31 remedial actions.  
(In case the reader bulks at the effort called for, the author
points out that companies that collect and analyze such data on a
regular basis generally don't find themselves in a turnaround
situation to begin with!)

The first step is to determine which of 28 symptoms are plaguing
the company.  The symptoms generally pertain to manufacturing
firms, but can be applied to service or retail companies as well.  
Most of the symptoms should be familiar to the reader, but the
author lays them out systematically, and relates them to the
analytical tools and remedial actions found in subsequent
chapters.  The first seven involve the inability to make various
payments, from debt service to purchase commitments.  Others
include excessive debt/equity ratio; eroding gross margin;
increasing unit overhead expenses; decreasing product line
profitability; decreasing unit sales; and decreasing customer

Step 2 employs 48 diagnostic and analytical tools to derive
inferences from the symptom data and to judge the effectiveness of
any proposed remedy.  Says the author, "... if the only tool you
have is a hammer, you will view every problem only as a nail!"  He
then proceeds to lay out all 48 tools in his medical bag, which he
sorts into two kinds, macro- and micro-tools.  Macro-tools require
data from several symptoms or are used to assess and evaluate more
than a single symptom, whereas micro-tools are more general-
purpose in function.  The 12 macro-tools run from "The Art of
Approximation" to "Forward-Aged Margin Dollar Content in Order
Bucklog."  The 36 micro-tools include "Product Line Gross Margin
Percent Profitability," "Finance/Administration People-Related
Expenses As Percent Of Sales," and "Cumulative Gross $ by Region."

Next, managers are directed to 31 possible remedial actions,
categorized by the four stage turnaround continuum described
above.  The first six actions are to be considered at the Cash
Crunch stage, and range from a fire-sale of inventory to factoring
accounts receivable.  The next six deal with reducing people-
related expenses, followed by 13 actions aimed at reducing product
and plant-related expenses.  The subsequent five actions include
eliminating unprofitable products, customers, channels, regions,
and reps.  Finally, managers are advised on increasing sales and
improving gross margin by cost reduction in various ways.

The remaining steps involve devising the actual turnaround plan,
ensuring management and employee ownership of the plan, and
implementing and monitoring the plan.  The advice is
comprehensive, sensible and encouraging, but doesn't stoop to
clich‚ or empty motivational babble.  The author has clearly
operated on patients before and his therapeutic have no doubt
restored many a firm's financial health.


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

The TCR subscription rate is $575 for six months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each. For subscription information, contact Christopher Beard
at 301/951-6400.

                * * * End of Transmission * * *