TCR_Public/001218.MBX         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, December 18, 2000, Vol. 4, No. 246

                           Headlines

ARMSTRONG WORLD: Summary of Debtors' $400 Million DIP Facility
BIOSHIELD TECH: Executive Resignations Postpone Annual Meeting
CHECKERS DRIVE-IN: CEO Dorsch Purchases 100,000 Shares of Stock
CONTINENTAL INVESTMENT: Names New Board and Executive Officers
CORRECTIONS CORP: Shareholders Elect Nine New Board Members

EMPLOYEE SOLUTIONS: Delays Derail Bondholder Restructuring Talks
FLASHCOM INC: DSL Provider Seeks Chapter 11 in Santa Ana, Ca.
FREMONT GENERAL: Closing 16 of 24 Offices to Reduce Costs
GENESIS/MULTICARE: Selling New Hampshire Office Building for $300K
IMPERIAL SUGAR: Defaults on Bank Loan & Fails Pay Bond Interest

IMPERIAL SUGAR: Moody's Junks Rating on Senior Subordinated Notes
LOEWEN GROUP: Fourth Motion for Extension of Exclusive Periods
MARINER POST: Establishes Postpetition Claims Settlement Protol
MERISEL, INC: Restructuring Proceeding Prompts 200 Layoffs
MORTGAGE.COM: Freeman Named as Assignee To Oversee Liquidation

OWENS CORNING: Creditors' Committee Balks at Lazard's Fees
PAUL HARRIS: Anticipates $22.2MM Loss in Third Quarter Results
PETCO ANIMAL: Moody's Maintains Low-B Ratings & Negative View
PG&E CORP: S&P Places Ratings on Watch with Negative Implications
PLAY-BY-PLAY: Will Webcast 1st Quarter Results Today at 11 a.m.

PSINET, INC: Barrack Rodos Delivers Another Shareholder Lawsuit
STROUDS, INC: Seeks Court Approval to Close 7 Stores
TOP AIR: American Stock Exchange Announces Delisting of Shares
TRI VALLEY: Creditors' Potential Lawsuit May Hinder Growers' Sale
WHIRLPOOL CORP: Moody's Confirms Credit Ratings at Baa1

WHIRLPOOL CORP: S&P Revises Outlook from Stable to Negative
YAKIMA INDIAN: Case Summary and 15 Largest Unsecured Creditors
YAKIMA SOLUTIONS: Case Summary and 34 Largest Unsecured Creditors

* Bond pricing for the week of December 18, 2000

                           *********

ARMSTRONG WORLD: Summary of Debtors' $400 Million DIP Facility
--------------------------------------------------------------
Armstrong World Industries asks the Bankruptcy Court to enter
interim and final orders authorizing it to obtain postpetition
financing and other financial accommodations up to an aggregate
principal amount not to exceed $400,000,000 on a final basis, and
$150,000,000 million on an interim basis from The Chase Manhattan
Bank as agent for a syndicate of financial institutions, including
Chase, and granting those lenders claims a super-priority of
payment and liens. The Debtors also seek authority to use the
proceeds of this DIP Facility, without limitation, for working
capital and general corporate purposes and to make loans and
advances to non-debtor domestic and foreign subsidiaries.

Prior to the Petition Date, Stephen Karotkin, Esq., and Debra A.
Dandeneau, Esq., of Weil, Gotshal & Manges, LLP, explained at the
First Day Hearing, AWI had two outstanding unsecured credit
facilities for $450 million each. The lenders under each of these
included Chase as agent and lender, Bank of America, First Union
National Bank, and Wachovia Bank. One of the prepetition credit
facilities expired on October 19, 2000. The other prepetition
credit facility was fully drawn prior to the commencement of these
cases and remains outstanding.

Before the Petition Date, the Debtors, with the assistance of
their financial advisors, solicited postpetition financing
proposals from a number of financial institutions, including
Citibank, N.A., and Bank of America. The Debtors received non-
binding term sheets from three lending groups and evaluated these
proposals on the basis of a number of factors, including:

   (a) the level of detail of each proposal and the amount of
additional due diligence that might be required to lead to the
issuance of a commitment;

   (b) the apparent willingness and ability of the various lenders
to work with the Debtors toward the consummation of debtor in
possession financing in the time required; and

   (c) the economic terms and conditions of the proposed lending
arrangements.

All of the lending proposals contemplated that the lenders' claims
under the DIP Facility would be entitled to a superpriority
status, so that the Debtors are unable to obtain postpetition
financing in the form of unsecured credit which would be allowable
as an administrative expense.

After discussions with the potential lending institutions and
evaluation of the factors described above, the Debtors, with their
financial advisors, concluded that the postpetition financing
proposed by the group led by Chase provided the most favorable
economic terms available to the Debtors. In addition, because
Chase is the agent under AWI's prepetition credit facility, the
Debtors believed that Chase's familiarity with the Debtors'
business and finances would enable the Debtors and Chase to
negotiate a financing facility within a relatively short time
period. During the period between receipt of Chase's proposal and
the date of the Motion, the Debtors and Chase engaged in extensive
arm's length and good faith negotiations which led to the proposed
Postpetition Financing.

The Debtors described approval of the Postpetition DIP Facility as
essential to their continued operation so that they could continue
to serve their customers and continue their ordinary course day-
to-day operations. Although the Debtors have considerable assets,
the Debtors are convinced that immediate access to a postpetition
financing facility is necessary to enhance their liquidity and
provide vendors, suppliers, and customers with the confidence that
the Debtors have more than sufficient resources available to
maintain their operations in the ordinary course. Although AWI
presently has available cash of approximately $25 million and
expects to receive additional receipts after the commencement of
these Chapter 11 proceedings, AWI cannot predict the timing of
cash receipts with absolute certainty. AWI's employee expenses
alone average approximately $30-35 million per month, and AWI
routinely makes payments to trade creditors of approximately
$100-150 million per month.

Key terms of the Postpetition Financing include:

   (1) Total Commitment. A total commitment of $400 million with a
sublimit of $200 million for standby and import documentary
letters of credit to be issued for purposes that are reasonably
satisfactory to Chase. The funds from this commitment will be
available for working capital and other general corporate purposes
of the Debtors and the Guarantors, as described below (including
loans and advances by the Debtors to, and for the issuance of
letters of credit for the purposes of, the Debtors' direct and
indirect domestic subsidiaries other than the Guarantors, and
direct and indirect foreign subsidiaries. However, no more than
$100 million of the commitment may be used by the Debtors for
loans and advances to, or the issuance of letters of credit for
the exclusive benefit of the non-filing subsidiaries.

   (2) Borrower and Guarantors. The Borrower on this commitment is
AWI, and each of Nitram and Desseaux, each of which have filed
their own Chapter 11 petitions, are Guarantors.

   (3) Termination of Commitment. The borrowings under the
commitment must be repaid in full, and the commitment will
terminate, at the earliest of:

      (a) the date 24 months after the date of commencement of
these Chapter 11 proceedings;

      (b) 45 days after the commencement of these proceedings if a
final order has not been entered prior to the expiration of that
45-day period;

      (c) the substantial consummation of a plan of reorganization
that is confirmed by Order entered by the United States Bankruptcy
Court for the District of Delaware or any other court having
jurisdiction in any of the cases of the Debtors;

      (d) the acceleration of the loans and the termination of the
commitment in accordance with the expiration of any of the dates
set out in (3)(a) through (3)(c).

   (4) Closing Date. These loans are to close promptly, but no
later than 10 days after the entry of an interim order granting
the requested relief.

   (5) Priority of Liens Granted. The Debtors' obligation to the
Lenders will at all times constitute an allowed administrative
expense claim having priority over all administrative expenses and
shall at all times be secured by a perfected first-priority lien
on all cash maintained in the letter of credit account and any
direct investments of funds, subject only to:

      (a) in the event of the occurrence and during the
continuance of an event of default, the payment of allowed and
unpaid professional fees and disbursements incurred by the Debtors
and any statutory committees appointed in these Chapter 11 cases
in an aggregate amount not in excess of $5,000,000, and

      (b) the payment of unpaid fees to the United States Trustee
and to the Clerk of the Bankruptcy Court;

provided, however, that in the event of termination of the
commitment amounts in the letter of credit account will not be
subject to these carve-out amounts.

   (6) Carve-out. The Lenders have agreed that so long as no event
of default occurs, the Debtors may pay compensation and
reimbursement of expenses to their professionals and other persons
and entities entitled to treatment as administrative claims, as
the same may be due and payable, and these amounts will not reduce
the $5,000,000 carve-out.

   (7) Setoff on Default. Upon the occurrence of an event of
default, Chase and each of the Lenders is authorized at any time,
and from time to time, to the fullest extent permitted by law and
without further order of or application to the Bankruptcy Court,
to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other
indebtedness at any time owing by Chase and each Bank to or for
the credit or the account of the Debtors against any and all of
the obligations of the Debtors.

   (8) Advisory and Structuring Fee. $2 million, $1 million of
which was paid upon acceptance of the commitment, $500,000 to be
paid upon entry of the interim order, and $500,000 upon entry of a
final order on the Motion.

   (9) Facility Fee. $3 million, $1.5 million of which was paid
upon acceptance of the commitment, $750,000 to be paid upon entry
of the interim order, and $750,000 upon entry of a final order on
the Motion.

  (10) Administrative Agent Fee. $200,000 annually.

  (11) Commitment Fee. The Debtors shall pay to the Banks a
commitment fee for the period commencing on the date the
commitment letter was signed to the Termination Date, or the
earlier date of termination of the Commitment, computed (on the
basis of the actual number of days elapsed over a year of 360
days) at the rate of 3/8 of 1% per annum on the average daily
unused total commitment. This commitment fee will be payable
monthly, in arrears, on the last calendar day of each month, on
the Termination Date, and upon any reduction or termination in
whole or part of the total commitment.

  (12) Letter of Credit Fees. Payable to Chase as Agent with
respect to each letter of credit a fee calculated (on the basis of
the actual number of days elapsed over a year of 360 days) at the
rate equal to the Applicable Margin per annum on the daily average
letters of credit outstanding, provided that if the letter of
credit outstanding is not in excess of $100,000,000, such
percentage per annum shall be equal to 1.25% at all times during
which total facility usage is less than $200,000,000, and in
addition any customary fees by a Fronting Bank for issuance,
amendments and processing, payable at times to be determined
by the Fronting Bank, the Borrower, and Chase as Agent.

  (13) Non-default Interest Rate. The interest rate applicable to
all loans shall be based on Chase's Alternate Base Rate, or at the
Borrower's option, LIBOR for interest periods of 1 or 3 months and
shall have applicable margins (as to all outstanding loans) based
upon the sum of the aggregate principal amount of outstanding
loans plus the amount of outstanding letters of credit from time
to time as follows. Interest is payable monthly in arrears and on
the termination date. The Alternate Base Rate is the greatest of:

      (a) the Prime Rate in effect on such day;

      (b) the Base Rate in effect on such day, plus 1%; and

      (c) the Federal Funds Effect Rate plus 1/2 of 1%.

   Principal Outstanding Amount of Loans and Letters of Credit,
   and Corresponding Applicable Margin for All Loans.

      (a) Less than $200 million         LIBOR plus 1.50%
                                         ABR plus .50%

      (b) $200 million - $400 million    LIBOR plus 2.00%
                                         ABR plus 1.00%

  (14) Default Interest. Payable on demand at 2% over the then
applicable rates.

  (15) Borrowing Base. From and after entry of a final order on
the Motion, the sum of the aggregate outstanding amount of direct
borrowings plus undrawn amount of outstanding letters of credit
issued for the account of the Borrower shall at no time exceed the
Borrowing Base. The Borrowing Base (which will include inventory
and receivables, and certain other assets satisfactory to the
Agent, of the Borrower meeting certain eligibility standards
determined by Chase as Agent) shall be defined in a manner
satisfactory to the Agent and reflected in an amendment
satisfactory to the Agent to be executed prior to the entry of
the final order and approved by the Court at that time. Borrowing
Base standards may be fixed and revised from time to timely solely
by the Agent in the Agent's exclusive judgment. The Borrowing Base
shall not include any assets of the Non-filed Subsidiaries,
provided that the Borrower may request that the Borrowing Base
include inventory and receivables, and certain other assets
satisfactory to the Agent, meeting eligibility standards
determined by the Agent of certain Domestic Subsidiaries if the
Agent is satisfied, in its sole judgment, such inventory,
receivables, and other assets are subject to valid and
perfected first liens in favor of the Borrower or the Agent.

Considering factual testimony proffered by William C. Rodruan,
Vice President and Controller for AWI since July 26, 1999, and
legal arguments presented by Mr. Karotkin and Ms. Dandenau, Judge
Joseph Farnan entered an Interim Order granting AWI authority to
borrow up to $150,000,000 pending a further hearing to consider
entry of a final DIP financing order in mid-January. (Armstrong
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


BIOSHIELD TECH: Executive Resignations Postpone Annual Meeting
--------------------------------------------------------------
BioShield Technologies, Inc. (Nasdaq: BSTI) announced that the
company failed to obtain a quorum of voted shares for its annual
meeting on November 20th, 2000 will not be able to hold the
rescheduled annual meeting on December 15th, 2000 due to the
resignations of directors slated for re-election and the failure
to obtain a quorum of voted shares.  The company intends to
reschedule the annual meeting and disseminate a new proxy
statement with a new slate of directors in the early part of 2001.


CHECKERS DRIVE-IN: CEO Dorsch Purchases 100,000 Shares of Stock
---------------------------------------------------------------
Checkers Drive-In Restaurants, Inc. (Nasdaq: CHKR) reported that
its Chief Executive Officer, Daniel J. Dorsch, has exercised
previously granted options to purchase 100,000 shares of
the Company's stock.  In addition, Mr. Dorsch purchased 14,285
shares in the open market a few weeks ago.  Daniel J. Dorsch
joined Checkers Drive-In Restaurants last December.  Last week it
was announced that Mr. Dorsch and Checkers Drive-In Restaurants,
Inc. executed a five-year extension to his existing contract.  The
contract included additional option grants of 400,000, of which
200,000 shares are exercisable at $5.00 per share and another
200,000 are exercisable at $6.00 per share.  This option exercise
brings Mr. Dorsch's current holdings to 114,285 shares with a
total beneficial interest of 614,285 shares.

Vice Chairman, Peter O'Hara, commented, "Dan has brought a special
quality to Checkers Drive-In Restaurants, Inc.  There is an
excitement within the Company that was too long absent.  He's
energized both our corporate restaurant and franchisee operations.  
He's shown he knows what the company needs in short order and has
gotten rapid results.  He's developed a real team spirit within
the Company."  O'Hara continued, "The Board decided we needed to
demonstrate a similar commitment to his leadership.  Dan was
granted 400,000 new stock options in his revised contract to
provide an increased equity interest in the Company."

Daniel J. Dorsch, Chief Executive Officer & President, commented,
"I am pleased with the progress we have made during the last 11
months, but we are nowhere near our potential.  I told everyone
when I first came here I wasn't interested in just a short-term
resolution of the debt issues we faced at the beginning of the
year, I'm here to build a winner.  We have a great concept
with great products, all we need is the right attitude to be
winners in our industry and I think we've got the team to do it."

Checkers Drive-In Restaurants, Inc. and its franchisees own
approximately 432 Checkers operating primarily in the Southeastern
United States and approximately 435 Rally's operating primarily in
the Midwestern United States.


CONTINENTAL INVESTMENT: Names New Board and Executive Officers
--------------------------------------------------------------
Effective December 1, 2000, Continental Investment Corporation
(Pink Sheets: CONI) named a new Board of Directors and new
Executive Officers of the Company to fill vacancies occurring upon
the resignation of the previous Board and Executive Officers.
Appointed by the outgoing Board of Directors to fill the vacancies
created by the resignations are H. David Friedman and B. A. Short.
Mr. Friedman will serve as Chairman of the Board, Chief Executive
Officer and Secretary, and Mr. Short will serve as President,
Chief Operating Officer and Treasurer of the Company.

The outgoing Board and Officers are: J. B. Morris, Chairman of the
Board, President, CEO and Treasurer; Robert D. Luna, Director,
Vice President and Secretary; and Martin G. Blahitka, Director.
The prior Directors resigned, indicating their desire to pursue
their respective individual careers and endeavors. There were no
disputes or disagreements existing between the outgoing Directors
and the Company or its shareholders that prompted the
resignations.

Mr. Friedman joined the Company in a consulting capacity November
1, 2000, prior to his appointment as a Director and Officer on
December 1st. Previously, Mr. Friedman has occupied various senior
executive level positions in the telecommunications, voice
recognition, and e-commerce fields for more than 30 years.
Functioning in the Chairman, Chief Executive Officer, and
President roles, his experience includes corporate start-ups,
turn-arounds, raising capital for public and private companies in
all stages of development, including execution of their long-term
strategies. Mr. Friedman's projects include companies such as
American Telecommunications Corp., KTI Corp., U.S. Telephone, Inc
(predecessor company of Sprint Corporation), Preferred Telecom,
Inc., Value Added Communications, and Market City USA.com, Inc.
Mr. Friedman has founded or co-founded six start-up companies,
four of which were taken public and whose revenues ranged from $10
million to $100 million.

Mr. Short had been a consultant to the Company since September
1999, through Tatum CFO Partners, LLP, of which Mr. Short is a
partner. He had been engaged by the prior Board to assist in the
restructuring and Chapter 11 Reorganization of the Company and has
been instrumental in that process. Mr. Short became a full-time
employee of the Company effective with his appointment as an
Officer on December 1st. His experience spans thirty years with a
broad base of industry knowledge in finance, accounting, and
management. He has extensive experience in SEC reporting, mergers
and acquisitions, strategic planning, and troubled-debt
restructuring. While with entrepreneurial and emerging companies
in an M&A mode, Mr. Short has worked as both in-house CFO and as a
consultant in industries that include services, distribution,
energy, manufacturing, and music production. His M&A activities
have included due diligence, market analysis, strategic planning,
financings, SEC registration statements and post-acquisition
integration of acquired companies. Mr. Short is a CPA licensed in
the State of Texas.

Other appointments made recently include Charles T. Martin, CPA,
as Corporate Controller of the Company, and Kurt Falvey as Vice
President - Operations of the Company's wholly-owned subsidiary,
Fiber-Seal Holdings, Inc.


CORRECTIONS CORP: Shareholders Elect Nine New Board Members
-----------------------------------------------------------
Corrections Corporation of America (formerly Prison Realty Trust,
Inc.) (NYSE: CXW) announced that at its 2000 Annual Stockholders
Meeting held recently, its stockholders elected a new nine-member
board of directors of the Company and approved a reverse stock
split of the Company's common stock at a ratio of not less than
one-for-ten and not to exceed one-for-twenty. In addition, the
Company's stockholders approved certain amendments to the
Company's existing employee stock incentive plan and adopted a new
comprehensive equity incentive plan, and ratified the board of
directors' selection of Arthur Andersen, LLP as the Company's
independent auditors for the 2000 fiscal year.

The following nine individuals were elected as directors at the
Annual Meeting, for a term ending at the next annual meeting of
the Company's stockholders: William F. Andrews; John D. Ferguson;
Jean-Pierre Cuny; Joseph V. Russell; Lucius E. Burch, III; John D.
Correnti; C. Michael Jacobi; John R. Prann, Jr.; and Henri L.
Wedell. "The election of the new Board of Directors is another
step in the restructuring of the Company and its management," said
William F. Andrews, chairman of the Board of Directors of the
Company. "We believe that the new Board, which is comprised of six
independent directors, is more representative of a New York Stock
Exchange company with national operations.

"Approval of the reverse stock split is also an important step for
the Company as we attempt to restructure our capital structure and
maintain our listing on the New York Stock Exchange. We will
consider the exact timing and magnitude of the reverse stock split
once the final conversion period for the Company's Series B
Preferred Stock is completed later this month and the Company is
able to assess certain other dilution events, including dilution
resulting from the issuance of shares of its common stock in
connection with the Company's stockholder litigation settlement,"
added Andrews. "While we have not determined the exact timing of
the reverse split, it is expected that the reverse split will be
effected during the Spring of 2001, but in no event later than the
Company's 2001 Annual Meeting of Stockholders which is currently
scheduled for late May, 2000."

The Company is the nation's largest provider of detention and
corrections services to governmental agencies. The Company is the
industry leader in private sector corrections with approximately
61,000 beds in 68 facilities under contract for management in the
United States and Puerto Rico. The Company's full range of
services includes design, construction, ownership, renovation and
management of new or existing jails and prisons, as well as long
distance inmate transportation services.


EMPLOYEE SOLUTIONS: Delays Derail Bondholder Restructuring Talks
----------------------------------------------------------------
Employee Solutions Inc. (OTCBB:ESOL) announced that despite
successfully negotiating a financial restructuring plan in
principle with an ad hoc committee of bondholders, the significant
delay in doing so has made it impossible to complete the
transaction given the company's current cash position and recent
adverse developments.

Completion of the restructuring plan was complicated by the need
to renew the company's workers' compensation insurance policy for
2001 and establish a new working capital credit facility. The
company was recently notified by its insurance carrier that a
higher-than-normal deposit would be required prior to the
completion of the restructuring, which the company could not
afford.

Without workers' compensation insurance coverage, the company
cannot continue to operate as a PEO. Potential credit facility
lenders also recently notified the company that they would not
extend a new credit facility, citing restructuring outcome
uncertainty and related factors.

Additionally, because the restructuring transaction was not
completed before the end of 2000, an abnormal number of the
company's existing customers have issued termination notices that
are effective on Dec. 30, 2000.

"As previously disclosed, lengthy delays were encountered during
the course of the restructuring negotiations, notwithstanding that
the company had made it abundantly clear early in the process that
a restructuring transaction needed to be completed before the end
of 2000," said Quentin P. Smith Jr., Employee Solutions president
and chief executive officer.

"We did not anticipate receiving an untenable renewal proposal for
workers' compensation insurance nor being turned down by the
potential credit facility lenders. We are extremely disappointed
in this outcome."

Smith continued, "Under these circumstances, the company is left
with no alternative other than to attempt to sell certain business
units and discontinue its core PEO operations by year-end."

Employee Solutions offers business-to-business enterprise
solutions for employers, franchisors, technology-related
businesses and membership associations throughout the United
States by providing comprehensive payroll and payroll tax
processing, human resource management services, benefits design
and administration, and risk management services. For additional
information, access the company's Web site at
www.employeesolutions.com.


FLASHCOM INC: DSL Provider Seeks Chapter 11 in Santa Ana, Ca.
-------------------------------------------------------------
Laying off 40% of its manpower, Flashcom Inc. sought bankruptcy
protection under Chapter 11 in Santa Ana, Ca, the Los Angeles
Times reports. Leaving 250 employees after a series of layoffs,
the firm listed assets of $94 million and $55 million of debts as
of Oct. 31.  Providing digital subscriber line services, some of
Flashcom customers have been transferred to wholesale DSL
providers, Northpoint Communications Inc. and Rhythms
Netconnections Inc.  "Our focus today is on making sure that our
existing customer base doesn't have any break in service and that
we do the best we can for the creditors we have," said Flashcom's
chief executive, Richard Rasmus.


FREMONT GENERAL: Closing 16 of 24 Offices to Reduce Costs
---------------------------------------------------------
Fremont General Corporation (NYSE: FMT) announced that the
Company's workers' compensation insurance operations will be
closing 16 of its 24 production and claim servicing offices.  This
action is a continuation of efforts by the Company, which began in
the third quarter of 2000, to reduce operating expenses to levels
considered appropriate for expected reductions in workers'
compensation premium writings. The insurance operations' remaining
8 offices will be located in the western United States, primarily
within California, where the Company has long-standing
relationships with its distribution network of independent agents
and brokers. With statutory capital of $222 million at September
30, 2000, the insurance operations will be focused on its
historical niche of smaller accounts as well as group and
association programs. This action will also result in a further
workforce reduction of approximately 465, or 29% of the insurance
operations' current workforce. This will bring the total reduction
in the insurance operations' workforce since June 30, 2000 to over
1,000, or nearly 50%. The Company estimates that the combined
office closures and workforce reductions announced in 2000 will
result in annual expense savings of approximately $55 million
before taxes.

On a preliminary basis, the Company expects that these office
closures will result, as required under GAAP, in the write-off of
approximately $230 million in goodwill and other intangible
assets, and certain deferred acquisition costs associated with the
business serviced by the offices that are being closed. In
connection with these actions, the Company expects to incur a
restructuring charge of approximately $20 million. The total of
these adjustments is expected to reduce the Company's consolidated
operating results in the fourth quarter of 2000 by approximately
$228 million after taxes. The Company's book value at September
30, 2000, on a pro forma basis including the effect of the above
actions, is approximately $3.70 per share. These adjustments are
subject to further analysis and a final determination by the
Company.

The Company's financial services operations, represented primarily
by the Company's FDIC-insured industrial bank, Fremont Investment
& Loan, remain in a strong financial position and have experienced
strong earnings growth during 2000. Fremont Investment & Loan,
which is "well-capitalized", as defined by the FDIC, reported
total assets at September 30, 2000 of $4.2 billion and income
before taxes for the first nine months of 2000 in excess of $72
million. In addition, as of September 30, 2000, Fremont Investment
& Loan had equity in excess of $387 million and $3.8 billion in
FDIC-insured deposits. The Company expects its financial services
operations to report record income before taxes for the fourth
quarter of 2000 in excess of $30 million, resulting in an expected
total income before taxes for 2000 of approximately $102 million.
The Company declared payment of a cash dividend of $0.04 cents per
share on its common stock, payable January 31, 2001 to
shareholders of record on December 29, 2000. In addition, the
Company will pay on December 29, 2000 the quarterly dividend on
its 9% Trust Originated Preferred securities.

Fremont General Corporation is a holding company with
approximately $8 billion in consolidated assets, of which
approximately $4.2 billion is represented by the Company's
financial services operations and $3.8 billion in the Company's
insurance operations. The Company's common stock is traded on the
New York Stock Exchange under the symbol "FMT".


GENESIS/MULTICARE: Selling New Hampshire Office Building for $300K
------------------------------------------------------------------
In exercise of their business judgment, Genesis Health Ventures,
Inc., determined to sell its Property located at 1 Fisher Street
in Boscawen, New Hampshire for $300,000, subject to any competing
bid.

The Property, owned by Debtor McKerley Health Facilities, was
previously used as one of the Debtors' two regional offices for
the New England-based skilled nursing facilities but has been
vacated since the summer of 1999, when the Debtors consolidated
the two regional offices into one and transferred the operations
there to Andover, Massachuserts. The Property consists of a 5,850
square foot office building situated on a 2.047 acre parcel of
real property.

The Purchaser has obtained financing on terms upon which the Sales
Agreement is contingent: Amount - $240,000.000; Term/Years - 5/30
yr. amort.; Rate - prevailing; Type of mortgage - conventional.
McKerley retained Century 21 Circa 72, Inc. as the broker to
perform marketing and brokerage service. Pursuant to an Exclusive
Listing Agreement, McKerley agreed to pay Century 21 a brokerage
fee equal to 8% of the purchase price upon successful closing. In
light of the proposed sale to the Purchaser, the Brokerage Fee
equals $24,000.

The Debtors tell Judge Walsh that although the proposed sale is
subject to competing bid, they believe it is not likely to procure
a higher and better offer, in light of marketing effort taken and
the time the property had been on the market. They believe that
the transaction is in the best interest of the estates.

Accordingly, the Debtors request:

   (1) authority pursuant to section 365 of the Bankruptcy Code to
        assume the Sales Agreement as modified; and

   (2) (a) approval pursuant to section 363(b) of the Bankruptcy
            Code of the sale of the Property to the Purchaser free
            and clear of all liens, claims, and encumbrances,
            subject to higher and better offer;

       (b) authorization to transfer title to the Property exempt
            from any applicable transfer taxes pursuant to section
            1146(c) of the Bankruptcy Code; and

       (c) authorization to pay the Prepetition Taxes due and
            owing in an amount of approximately $2,500.

The Debtors also request that the Purchaser be granted the
protections of a good faith purchaser by section 363(m) of the
Bankruptcy Code and that the Debtors be authorized to pay the
Brokerage Fee to Century 21. (Genesis/Multicare Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service, Inc., 609/392-0900)


IMPERIAL SUGAR: Defaults on Bank Loan & Fails Pay Bond Interest
---------------------------------------------------------------
Imperial Sugar Company (AMEX:IHK) reported results for the fourth
quarter and full year of the fiscal year ended September 30, 2000,
and announced the status of negotiations for financial
restructuring.

The Company indicated that it was not in compliance with certain
financial covenants under its Senior Credit Agreement at September
30, 2000, and that it will not pay $12.2 million in interest on
its $250 million 9 3/4% Senior Subordinated Notes ("Notes") due
December 15, 2000. The indenture for the Notes provides a thirty-
day grace period. The Company and its senior lenders have entered
into an interim waiver agreement waiving effective through January
8, 2001, this non-compliance and the effect of not paying the
scheduled December 15th interest payment on the Notes. Under this
agreement, the Senior Credit Agreement lenders will continue to
provide working capital financing for the Company's operations.

The Company also announced that the liquidity line of credit
issued in favor of the purchaser of its accounts receivable
purchase facility has been extended to January 8, 2001.

"We and our financial advisors, Wasserstein Perella & Company,
have been working over the past several months with Harris Trust
and Savings Bank, the agent bank for our Senior Credit Agreement
lenders, as well as a steering committee of lenders under that
agreement, and with an ad hoc committee of our noteholders to
develop a consensual restructuring plan that will enable us to
delever our balance sheet through a conversion of the Company's
Notes into common equity and greatly enhance the financial
strength of Imperial Sugar, while enabling it to remain an
independent company under existing management," stated James C.
Kempner, President and CEO.

"These discussions have been constructive and fruitful, and I
believe we will soon reach an agreement with both groups of
creditors which will put the Company on track to complete a
restructuring during fiscal 2001," Mr. Kempner continued. "Whether
a Chapter 11 filing is utilized or not to complete the
restructuring, our discussions with the two creditor groups
contemplate that our suppliers and other trade creditors will
continue to be paid in full and on time, that agreements and
contracts with customers will remain in force and that there will
be no disruption in our operations."

Net sales for the fourth quarter were $457.2 million, compared
with net sales of $487.9 million for the year-ago period. The
Company reported a net loss of $37.1 million for the quarter, or
$(1.15) per diluted share, compared to a net loss of $8.6 million,
or $(0.27) per diluted share, for the same period last year.
Net sales in the Company's sugar segment decreased year over year,
primarily as a result of lower sales prices for refined sugar.
Foodservice net sales declined primarily as a result of lower
sales prices received for refined sugar sold in foodservice
markets.

Gross margin in the recent quarter decreased to $19.4 million, or
4.2% of net sales, from $39.9 million, or 8.2% of net sales,
reported in the same period a year ago. The decrease was primarily
attributable to significantly lower sales prices for refined sugar
in both the sugar and foodservice segments as well as higher
energy costs, particularly in California, which more than offset
benefits from lower raw sugar costs during the fiscal 2000 fourth
quarter.

As previously announced, the Company will discontinue processing
sugar beets in December at its two Northern California sugarbeet
factories and has ceased refining operations in its Clewiston,
Florida plant. As a result, the Company took a charge in the
fourth quarter of approximately $27.5 million, or $17.9 million
($0.55 per share) after tax, of which approximately $16.0 million
before tax is related to impairment costs. Additionally, during
the fourth quarter, the Company forfeited to the Commodity Credit
Corporation ("CCC") refined beet sugar securing $47.1 million of
non-recourse loans from the CCC in full satisfaction of the
principal and interest due on those loans. The forfeited value of
the refined sugar exceeded the value realizable in a market sale.
For fiscal 2000, the Company reported net sales of $1.8 billion,
slightly below those recorded in fiscal 1999. Net loss for the
full year ended September 30, 2000, was $34.7 million, or $(1.07)
per diluted share, versus a net loss of $18.1 million, or $(0.57)
per diluted share, a year ago. Excluding securities gains of $23.3
million after tax, or $0.72 per diluted share, and the charge for
discontinuing sugar production at the facilities described above,
the Company would have reported a net loss of $40.0 million, or
$(1.24) per diluted share, in fiscal 2000. Excluding a non-
recurring, non-cash charge of $10.9 million after tax, or $(0.34)
per diluted share, to write off its investment in a limited
partnership, and a gain on sales of securities of $3.0 million
after tax, or $0.10 per diluted share, the Company would have
reported a net loss of $10.2 million, or $(0.32) per diluted
share, in fiscal 1999.

At September 30, 2000, available unused borrowing capacity under
the Senior Credit Agreement was $97.5 million. Available unused
borrowing capacity at December 12, 2000, was $81.4 million.
In light of its non-compliance with certain financial covenants at
September 30, 2000, the Company has classified substantially all
of its long-term debt as current liabilities.

Imperial Sugar Company is the largest processor and marketer of
refined sugar in the United States and a major distributor to the
foodservice market. The Company markets its products nationally
under the Imperial(TM), Dixie Crystals(TM), Spreckels(TM),
Pioneer(TM), Holly(TM), Diamond Crystal(TM) and Wholesome
Sweeteners(TM) brands. Additional information about Imperial Sugar
may be found on its web site at www.imperialsugar.com.


IMPERIAL SUGAR: Moody's Junks Rating on Senior Subordinated Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Imperial Sugar
Company ("Imperial") as follows: the company's $285 million senior
secured credit facility maturing 2002-05, to B3 from B2; $20
million of unsecured industrial revenue bonds, maturing 2015-25,
to Caa2 from B3; its $250 million 9.75% senior subordinated notes,
due 2007, to Ca from Caa1; its senior implied rating, to Caa2 from
B2; and its senior unsecured issuer rating, to Caa3 from B3. The
downgrades follow Imperial's announcement that it is in
discussions with creditors to restructure its balance sheet and
may seek a Chapter 11 filing to complete a restructuring.

Continued weakness in the domestic sugar market has sustained
pressure on Imperial's operating performance and significantly
deteriorated financial flexibility, causing Imperial to violate
the financial covenants of its credit facility. The company
announced that it will not make the $12.2 million coupon payment
on its senior subordinated notes, which is due 12/15/00 and has a
30-day grace period thereafter. Imperial has a temporary waiver
through 1/8/01 from its senior secured lenders, and the liquidity
line of credit supporting its accounts receivable purchase
facility has been extended to 1/8/01, while restructuring
discussions with its creditors continue. The restructuring
currently envisages reducing leverage through a conversion of the
senior subordinated notes into common equity.

The ratings adjustments reflect the expectation that secured
borrowings under the credit facility would be well covered with
collateral value, but that remaining collateral value would fall
short of the prinicipal amount of the senior subordinated notes.
The outlook for the business during 2001 remains negative, with
sugar markets soft and prices weak, resulting in the expectation
of contined weak margins for Imperial. Imperial intends to
continue to pursue asset rationalization to raise cash and reduce
costs.

Imperial Sugar Company, based in Sugar Land, Texas, is a leading
producer and marketer of refined sugar in the United States.


LOEWEN GROUP: Fourth Motion for Extension of Exclusive Periods
--------------------------------------------------------------
The Debtors move the Court, pursuant to section 1121(d) of the
Bankruptcy Code, for an order:

   (i) further extending the period during which they have the
        exclusive right to file a plan or plans of reorganization
        through and including April 30, 2001; and

  (ii) further extending the period during which they have the
        exclusive right to solicit acceptances of the plan or
        plans through and including June 30, 2001.

The Debtors recapitulate that on November 14, 2000, they filed the
Disclosure Statement and the Joint Plan of Reorganization. The
Plan, the Debtors say, incorporates numerous agreements with key
parties and constituencies including an agreement in principle
with Blackstone, allegedly the Debtors' largest unsecured
creditor, but there is uncertainty as to the secured status of
approximately $1.1 billion of prepetition indebtedness (the
"Subject Debt") issued under the Collateral Trust Agreement to
which TLGI, LGII and certain of the other Debtors are party.

The Plan proposes pari passu treatment of the CTA debt, including
the Subject Debt, which in the Debtors' understanding is supported
by CTA debtholders holding claims in excess of $1.5 billion of the
approximately $2 billion of debt issued under the CTA.

Litigation has recently been commenced regarding the appropriate
plan treatment of the Subject Debt. The Debtors tell Judge Walsh
that notwithstanding the initiation of litigation, they are
continuing to pursue a consensual resolution of the CTA issues,
but they see a possible need for the Plan and Disclosure Statement
to be amended to reflect upon resolution of the current dispute
regarding the Subject Debt or the outcome of the litigation in
case settlement efforts are unsuccessful.

In light of the circumstance, the Debtors submit that a further
extension of their Exclusivity Periods is warranted to keep the
plan process moving forward in an orderly and timely manner, in
pursuit of the goal of Loewen's emergence from chapter 11. The
Debtors note that this goal is now within reach with the recent
filing of the Plan and Disclosure Statement, The Debtors believe
that the requested extension of Exclusive Periods is in the best
interests of creditors and other parties in interest because
this will enable them to continue with their efforts in
restructuring, and recoveries for creditors and other stakeholders
in these cases are more likely to be maximized if the requested
extension of the Exclusive Periods is granted.

The proposed extension of the Exclusive Periods is well justified,
the Debtors tell Judge Walsh, considering the size and complexity
of the cases, the progress made toward reorganization, the need
for more time to arrive at a consensual plan, and that granting
the extension will not harm the Debtors' creditors or other
parties in interest. (Loewen Bankruptcy News, Issue No. 31;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


MARINER POST: Establishes Postpetition Claims Settlement Protol
---------------------------------------------------------------
To streamline procedures, Mariner Post-Acute Network and its
affiliated chapter 11 debtors sought and obtained the Court's
authority, pursuant to sections 105 and 363 of the Bankruptcy Code
and Rule 9019(b) of the Bankruptcy Rules, to settle and pay
postpetition claims and controversies which arise in the ordinary
course of the Debtors' businesses.

The Postpetition Claims include, but are not limited to:

   * employment disputes;
   * labor grievances under labor union contracts;
   * general corporate actions such as trade obligations;
   * actions alleging personal injury;
   * citations and fines related to licensure, Medicare and
      Medicaid laws;

Pursuant to the approved Settlement Procedures,

(1) The Debtors shall be authorized to settle not to exceed
     $100,000 per Postpetition Claim on account of the disputed
     portion of each such claim, without further order of the
     Court.

(2) Prior to paying more than $25,000 on account of a settlement
     of the disputed portion of a Postpetition Claim, the Debtors
     shall provide ten days written notice by facsimile to counsel
     to Chase as Agent for the Debtors' senior secured prepetition
     lenders and postpetition debtor in possession lenders, and
     counsel to the Creditors' Committee, setting forth a brief
     summary of:

        (a) the nature of the claim;
        (b) the terms of the proposed settlement; and
        (c) the reason for the settlement.

(3) If the Creditors' Committee and the DIP Agent do not provide
     to the Debtors a written objection to the proposed settlement
     via facsimile which is received by the Debtors' counsel
     within ten days of the transmittal of the Settlement Notice,
     the Debtors may consummate the proposed settlement without
     any further proceedings.

(4) If the Creditors' Committee or Chase provides to the Debtors'
     counsel a timely written objection to the proposed
     settlement, and if the Debtors and the Creditors' Committee
     or Chase, as applicable, are not able to resolve the
     objection to the mutual satisfaction of both parties, the
     Debtors shall file a motion with the Court seeking
     approval of the proposed settlement if they still seek to
     proceed with the proposed settlement.

(5) Each quarter, the Debtors shall provide to counsel for Chase
     and the Creditors' Committee a written statement indicating
     the number of settled Postpetition Claims during the prior
     quarter and the payments made to claimants.

(6) All settlements will be in accordance with the terms of the
     Debtors' DIP financing, to the extent applicable.

(7) Insider Claims will be excluded from the Procedures, where the
     term "insider" is as defined in section 101(31) of the
     Bankruptcy Code, and such settlements will continue to
     require individual hearings as prescribed by Bankruptcy Rule
     9019(a).

               Benefits of the Settlement Procedures

The Debtors believe that the Settlement Procedures will provide an
appropriate mechanism for settling prepetition claims, which will
be cheaper than litigation, and streamlining the procedures for
obtaining approval will facilitate such settlement quickly and
cost-effectively. Moreover, putting the settlement procedures in
place may encourage different parties to settle Postpetition
Claims, thus reducing the amount of litigation and the
expenditures of time and money associated with it. The Debtors
note that such mechanism will also help to reduce the
administrative time and expense associated with filing and
prosecuting objections to these claims, as well as the
administrative cost in carrying these claims through the case and
providing for them in a plan of reorganization.

The Debtors submit that the mechanism is appropriate because the
Postpetition Claims involve only those claims which are asserted
to be entitled to administrative priority status for which the
Debtors unquestionably have the authority to pay. The proposed
maximum settlement amount per Postpetition Claim, the Debtors
note, is appropriate based on the historical experience of the
Debtors and the size of the Debtors' operations. The Debtors also
point out that the procedures include the requirement that they
seek separate Court authority, pursuant to Bankruptcy Rule
9019(a), to settle the disputed portion of any Postpetition Claims
for an amount in excess of the limits and for any Postpetition
Claims involving an "insider". (Mariner Bankruptcy News, Issue No.
11; Bankruptcy Creditors' Service, Inc., 609/392-0900)


MERISEL, INC: Restructuring Proceeding Prompts 200 Layoffs
----------------------------------------------------------
Merisel, Inc. (Nasdaq:MSEL) announced the reduction of
approximately 200 employees in its U.S. operations in further
restructuring actions intended to return the company to
profitability. Merisel will focus its U.S. distribution activities
going forward solely on software licensing, and expects to wind
down the balance of its distribution business in the United States
over the next 90 days.

"The nature of the hardware distribution business within the
United States changed considerably over the past 18 months as
evidenced by the number of failures in the industry," said David
Sadler, chief executive officer of Merisel. "In view of the
industry situation within the United States and Merisel's
positionwithin the industry, we concluded that it would be in our
shareholders' best interest to pursue the businesses that focus
onour core competencies in both the United States and Canada."

"As it relates to software licensing, Merisel provides innovative
programs that have yielded strong relationships -- both with the
reseller and vendor communities," said Ricky Stephens, president
of Merisel's U.S. Distribution business. "By concentrating solely
on this core competency in the U.S., Merisel will continue to
support established customers while expanding its market share of
the U.S. software licensing business. Software vendors have long
expressed a desire to move more of their boxed product to
licensedproduct. Merisel is uniquely positioned in the U.S. to
partner with software vendors and concentrate on this profitable
segment."

"Through our Canadian distribution business, which has a strong
market share and, with some vendor lines, market dominance in
bothhardware and software distribution sales, Merisel will
continue tooffer a full line of products to its national customer
base in Canada," Mr. Sadler continued. "With the sale of MOCA,
Merisel hasinvested over 40 million Canadian dollars into its
Canadian distribution business in the past month to substantially
improve its balance sheet and cash position. We continue to be
bullish about our Canadian operations, which have largely been
unaffected by Merisel's performance in the U.S."

The company's Canadian subsidiary has obtained an extension of
itssecuritization facility until January 12, 2001, which provides
time to complete negotiations for replacement financing as the
company continues to focus on growing the Canadian business.
Except for the historical information contained herein, the
matters discussed in this news release constitute forward-looking
information that involves risks and uncertainties. Merisel's
actual results could differ materially from those indicated by
theforward-looking information. Among the factors that could
impact actual results are demand trends in the computer products
industry, competitive issues, inventory risks from shifts in
product demand, changes in manufacturer terms and conditions, and
other items detailed in the company's SEC filings.

Merisel, Inc. is a distributor of technology products to
resellersthroughout North America and a provider of logistics
services. Merisel supports the growth of its partners with
flexible financing options, expert technical support, business-
development services, training opportunities, certified product
configuration,progressive e-business solutions, and world-class
logistics services. Visit Merisel at www.merisel.com


MORTGAGE.COM: Freeman Named as Assignee To Oversee Liquidation
--------------------------------------------------------------
Mortgage.com (Nasdaq:MDCM) has filed an Assignment for the Benefit
of Creditors in accordance with Florida state law. Lewis B.
Freeman is the Assignee for the Benefit of Creditors. Mr. Freeman
will immediately assume control of the company's assets and, as a
fiduciary of the estate, act on behalf of the company's creditors
to maximize their return. Freeman has retained an affiliated
company, BizTurnaround.com, and the law firm of Markowitz Davis
Ringel & Trusty, P.A. to assist and represent him in his efforts.
"Our goal is to immediately assess all options for liquidation of
Mortgage.com's assets in a manner that maximizes the return for
creditors," said Freeman. "By resolving this matter in state court
under the Assignment for the Benefit of Creditors statute,
Mortgage.com stands to simplify and expedite the process in a way
that benefits all creditors."

During his career, Mr. Freeman has been appointed by numerous
state and federal court judges to serve as a Receiver and/or
Trustee to operate and liquidate a wide variety of businesses. He
indicated that it is his plan to maximize payment to creditors in
the shortest time possible. While there are no guarantees, Freeman
has a proven track record of returning value on the dollar for
creditors.

"Mortgage.com is committed to maximizing the return for our
creditors, which is why we have taken this legal course," said
Miami attorney John Kozyak, counsel for Mortgage.com.

Recently, Freeman recovered more than $24 million for investors in
Unique Gems Intl' Corp. as the state court-appointed Receiver. As
the federal court-appointed Trustee of a 600,000 square foot
commercial complex made up of shopping centers, office building,
and warehouses, Freeman effectively managed the properties until
the estate was dissolved, improving profitability and decreasing
the vacancy rate.

"I expect the process of liquidating Mortgage.com's assets and
returning the maximum benefit for creditors to take anywhere from
a few months to a year," said Freeman.

Lewis B. Freeman is a C.P.A., Attorney at Law, and a Certified
Fraud Examiner. Mr. Freeman is a Principal in Lewis B. Freeman &
Partners, Inc. and in BizTurnaround.com. Mr. Freeman has been
appointed in various fiduciary capacities in more than 25 matters.


OWENS CORNING: Creditors' Committee Balks at Lazard's Fees
----------------------------------------------------------
The Official Committee of Unsecured Creditors has objected to the
appointment of Lazard Freres & Co., LLC, as investment bankers to
Owens Corning, asserting that any Sales Fee charged by Lazard
should be revised to provide that both the $9.95 million
Restructuring Transaction Fee and Lazard's monthly fee of $200,000
payable during these cases should be credited against the Sales
Fee.  As presently presented, only the Restructuring Fee is so
credited.

In addition to the above objection, the Committee urged Judge
Walrath to require appropriate language in the order of retention
to provide that Lazard should not automatically be entitled to its
Sales Fees and Restructuring Transaction Fee, but should, like all
other professionals in the case, be subject to the Bankruptcy
Court's scrutiny at the appropriate time as to whether the bonus
compensation has been properly earned under applicable bankruptcy
standards. (Owens-Corning Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


PAUL HARRIS: Anticipates $22.2MM Loss in Third Quarter Results
--------------------------------------------------------------
Paul Harris Stores, Inc. reported financial results for the third
quarter, announcing that expects to report a $22.2 million loss
for the third quarter, compared with a $1 million net loss for the
third quarter of 1999. The Company has been operating under
Chapter 11 protection since October 16, 2000. (New Generation
Research, Inc., 14-Dec-00)


PETCO ANIMAL: Moody's Maintains Low-B Ratings & Negative View
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Petco Animal
Supplies, Inc. but changed the rating outlook to negative from
stable. The change in outlook results from Petco's announcement
that it will acquire the assets of Petopia.com, a company in which
Petco has been a partial investor. The change in outlook reflects
uncertainty regarding future operating results from the e-commerce
operations as well as the potential for unplanned expenditures to
market the website. In addition, Moody's expects Petco will make
adjustments to its existing equity investment as well as write off
its receivables from Petopia.

Moody's maintains the following ratings for Petco:

   i)   Senior implied rating of B1;

   ii)  Senior secured revolving credit and term loan ratings of
         B1;

   iii) Senior unsecured issuer rating of B2.

Petco Animal Supplies, Inc., headquartered in San Diego,
California, is one of two national pet specialty supply chains
operating over 500 stores in the U.S.


PG&E CORP: S&P Places Ratings on Watch with Negative Implications
-----------------------------------------------------------------
Standard & Poor's placed its ratings on PG&E Corp., its wholly
owned utility subsidiary, Pacific Gas & Electric Co., and other
related entities on CreditWatch with negative implications (see
list below).

(In a related rating action, Standard & Poor's placed its ratings
on Edison International, Southern California Edison Co., and
certain affiliates on CreditWatch with negative implications. See
related press release).

The CreditWatch listings for PG&E and units reflect the rapidly
escalating financial burden resulting from PG&E's substantial
undercollection of purchased power expenses. The undercollection
is attributable to the interplay between California's
extraordinarily high, and still increasing, wholesale power prices
and a legislated freeze on the electric rates that the utility may
charge its consumers. This freeze has resulted in PG&E's wholesale
power purchases exceeding revenues by nearly $5 billion.

The problem is exacerbated by the absence of a vehicle for either
the near- or long-term recovery of the shortfall due to the
continued inaction of state legislators and regulators. Moreover,
based on the recently published California Public Utilities
Commission (CPUC) agenda for Dec. 21, 2000, a draft administrative
law judge proposal is expected to recommend that the CPUC deny the
utility's request to modify the commission's Post Transition
Ratemaking Decision, which would perpetuate the accounting
mechanisms that have, to date, frustrated PG&E's ability to recoup
the excess of wholesale power costs over the permitted level of
rates. If the staff's recommendation is adopted by the commission,
the utilities would be compelled to continue to serve customers at
rates that are below their cost of service.

Nevertheless, Standard & Poor's expects that the state or the
federal government will provide for the near-term implementation
of specific procedures for the recovery of the monumental deferred
purchased power costs. While it is this expectation that continues
to support the credit ratings, if a solution is not introduced
within a reasonable period of time, there is the potential for a
substantial negative impact on credit quality, particularly as
access to the capital markets for operating liquidity is
exhausted.

Funding the accrued purchased power obligations has impaired
liquidity and is producing negative cash flow. The $2.77 billion
of debt issued this fall to provide liquidity represents a sizable
49% increase in the $5.8 billion of outstanding debt immediately
prior to the upward surge in wholesale power prices in California.
In the absence of timely state-directed or federal relief, the
resulting debt burden and dearth of liquidity will not support the
current ratings, Standard & Poor's said. -- CreditWire

RATINGS PLACED ON CREDITWATCH NEGATIVE

                                        RATING
PG&E Corp.
Corporate credit rating                 A/A-1
Commercial paper                        A-1


Pacific Gas & Electric Co.
Corporate credit rating                 A+/A-1
Commercial paper                        A-1
Senior secured debt                     AA-
Senior unsecured debt                   A
Preferred stock                         A-
Bank loan                               A
Shelf senior secured/unsecured
   subordinated debt (prelim.)           AA-/A/A
Shelf preferred stock (prelim.)         A-

PG&E Capital I,II,III,IV
Corporate credit rating                 A+
Shelf preferred stock (prelim.)         A-


PG&E Gas Transmission - Northwest
Corporate credit rating                 A-/A-2
Commercial paper                        A-2
Senior unsecured                        A-
  
PG&E Generating Co. L.L.C
Corporate credit rating                 BBB+/A-2
Commercial paper                        A-2
Senior unsecured debt                   BBB+


USGen New England Inc.
Corporate credit rating                 BBB+/A-2
Commercial paper                        A-2
Senior unsecured debt                   BBB+


PLAY-BY-PLAY: Will Webcast 1st Quarter Results Today at 11 a.m.
---------------------------------------------------------------
Play-By-Play Toys & Novelties, Inc. Nasdaq: PBYP), a designer,
developer, marketer and distributor of quality stuffed toys,
novelties and consumer electronics, intends to release its
fiscal 2001 first quarter results on the morning of Monday,
December 18, 2000 at 11 am (Eastern).

In conjunction with this release, management of Play-By-Play Toys
& Novelties, Inc. will host a conference call, which will be
simultaneously broadcast live over the Internet.

The conference call can be found by entering Play-By-Play's ticker
symbol, "PBYP," on the http://www.vcall.comhomepage.

Please allow extra time prior to the call to visit the site and
download the streaming media software required to listen to the
Internet broadcast.  The online archive of the broadcast will be
available on the http://www.vcall.comwebsite.


PSINET, INC: Barrack Rodos Delivers Another Shareholder Lawsuit
---------------------------------------------------------------
Barrack, Rodos & Bacine announced that it files a class action
lawsuit in the United States District Court for the Eastern
District of Virginia on behalf of all persons who purchased the
common stock of PSINet, Inc. (NASDAQ:PSIX) between May 9, 2000 and
November 2, 2000, inclusive.

The complaint charges that defendants violated Sections 10(b) and
20(a) of the Securities Exchange Act of 1934, and Rule 10b-5
promulgated thereunder, by issuing a series of material
misrepresentations to the market between May 9, 2000, and November
2, 2000. For example, as alleged in the complaint, on August 8,
2000, PSINet issued a press release announcing a 125% revenue
growth in the Company's second quarter of 2000 over the comparable
1999 quarter, and boasted of the Company's growing international
web-hosting presence.

On September 15, 2000, PSINet publicly advised the investing
community that (among other things) its revenue for the second
half of 2000 will triple from the same period in 1999, and that
the Company will attain profitability. The Company also noted that
its guidance took into account expected softness and slower growth
in some of its market segments. The statements are alleged to have
been materially false and misleading because the Company was
experiencing severe operational difficulties in executing its
strategy, and because their statements of growth were lacking in
any reasonable basis when made.

On November 2, 2000, PSINet issued a press release announcing the
resignation of its president, a planned dramatic restructuring of
the Company, and fourth quarter results well below its prior
guidance. In response to this announcement the price of PSINet
common stock plummeted by more than 55%.


STROUDS, INC: Seeks Court Approval to Close 7 Stores
----------------------------------------------------
Filing for Chapter 11 protection on Sept. 7 in the U.S. Bankruptcy
Court in Delaware, Strouds Inc. seeks court approval to close
seven more stores, Dow Jones reports.  The filing, obtained by
Federal Filings Business News, shows that the firm intends to
close the stores in Huntington Beach, San Francisco, Encino and La
Mesa on Dec. 26.  And the remaining stores in Newark, Oceanside
and San Ysidro, will stay open until it finishes its inventory
liquidation sales targeted on March 6.

Stroud's stated that "by ceasing operations at the additional
closing stores, it would improve its overall profitability by as
much as $2 million a year and improve its cash flow by as much as
$1.6 million a year.  (Stroud's) also believes that its other
nearby store locations would benefit because significant customer
volume will be transferred from the additional closing stores to
these neighboring store locations.  At the same time, (Stroud's)
expects to realize the benefit of reduced overhead and
distribution costs that will result from closing the additional
stores."


TOP AIR: American Stock Exchange Announces Delisting of Shares
--------------------------------------------------------------
Top Air Manufacturing, Inc. (Amex: TPC) announced its receipt of a
notice on December 7, 2000 from the staff of the American Stock
Exchange informing the Company that because the Company is no
longer in compliance with the Exchange's continued listing
guidelines, the Exchange has filed an application with the
Securities and Exchange Commission to "strike the Company's Common
Stock from listing and registration on the Exchange." The notice
stated that the Company's Common Stock is subject to delisting
pursuant to Sections 1003(c)(ii) and 1003(c)(iii) of the
Exchange's Company Guide, due to the Company's impending
liquidation and the Company's belief that its shareholders will
not receive any of the proceeds from such liquidation. The Company
has informed the Exchange that it does not intend to appeal the
determination of the Exchange or request a hearing before a
committee of the Exchange.


TRI VALLEY: Creditors' Potential Lawsuit May Hinder Growers' Sale
-----------------------------------------------------------------
A potential lawsuit from the unsecured creditors of Tri Valley
Growers could derail a sale of the company, members of the
cooperative told the Modesto Irrigation District (MID) board on
Tuesday, according to the Sacramento Bee.  The group representing
Tri Valley Growers' members asked the MID board to help them head
off a lawsuit. The creditors view the growers as the owners of the
cooperative, and responsible for its debts. The farmers said a
lawsuit could kill the pending sale to John Hancock Insurance Co.,
forcing a liquidation that would leave farmers nowhere to take
their fruit. A lawsuit could also prevent growers from receiving
financing for next year's crop.

The growers have lost an additional $52 million in payments due
for the 1999 and 2000 crops delivered to Tri Valley. Now that
bankers have heard that the unsecured creditors may sue the
growers, it may be more difficult for them to borrow for next
year's crop. Eric Rumble, a Modesto farmer, said the creditors
committee attorney was pushing to liquidate the assets of Tri
Valley rather than allowing the sale to proceed. That would force
the cancellation of the 2001 canning season and leave $100 million
in fruit with nowhere to go, Rumble said.  (ABI 14-Dec-00)


WHIRLPOOL CORP: Moody's Confirms Credit Ratings at Baa1
-------------------------------------------------------
Moody's Investors Service confirmed the credit ratings of
Whirlpool Corporation (Baa1/P-2) following its announcement that
fourth quarter earnings will fall short of expectations and that
restructuring charges will be taken in 2001.

The confirmation recognizes the company's strong market position
as one of the world's largest producers of major home appliances
and its success in reducing costs and improving its financial
strength over the past several years. The outlook was changed to
negative to reflect growing concerns that the channel disruption
that the company experienced though the exit of Circuit City,
together with competitors' use of discount channels is hurting
profitability of the company. While the Circuit City volume may
ultimately be regained, the industry is experiencing lower volumes
and greater than expected pricing pressure. The current soft
economic environment poses the threat of delaying the company's
ability to recover revenues lost due to the changes at retail.
Further deterioration in earnings and cash flows or the loss of
other important distribution channels could result in a review for
downgrade.

Ratings confirmed include the following:

   i)   Whirlpool Corporation -- senior unsecured debt at Baa1

   ii)  Whirlpool Corporation -- subordinated debt at Baa2

   iii) Whirlpool Corporation -- commercial paper at Prime-2

The company's 2001 restructuring charge is expected to be in the
range of $300 to $350 million and should result in reduced
operating expenses starting next year. Whirlpool's track record of
recognizing costs savings has been good. The company took a
similar- sized restructuring charge in 1997, which resulted in
improved financial ratios. At that time, it also sold its
financial services business which reduced risk. A decline in
demand for appliances in the United States could be partially
offset by growth in some of the company's foreign markets, where
prospects for growth appear better. While Moody's expects
Whirlpool to maintain its strong global franchise in major home
appliances, we believe that the company will be challenged by the
more difficult domestic economic environment and the shifting
nature of retail distribution. In addition, debt will be
significantly higher at year end 2000 than in 1999 because of
reduced free cash flow, and the use of cash for acquisitions in
Brazil and $427 million in share buybacks. Moody's noted that
significant risk factors for Whirlpool include the industry's
cyclicality, maturity, severe competitive pricing pressure, and
the company's investments in riskier emerging markets,
particularly Asia and Latin America.

Whirlpool Corporation, headquartered in Benton Harbor, Michigan,
is a leading worldwide manufacturer of home appliances.


WHIRLPOOL CORP: S&P Revises Outlook from Stable to Negative
-----------------------------------------------------------
Standard & Poor's revised its outlook for Whirlpool Corp. to
negative from stable. At the same time, the triple-'B'-plus long-
term corporate credit and senior unsecured debt and triple-'B'
subordinated debt ratings, as well as the 'A-2' short-term
corporate credit and commercial paper ratings for Whirlpool were
affirmed. In addition, Whirlpool Financial Corp.'s triple-'B'-plus
corporate credit and triple-'B'-minus preferred stock ratings were
affirmed.

Approximately $2 billion in debt was outstanding on Sept. 30,
2000.

The outlook revision is based on Whirlpool's forecast for weakened
operating and financial performance. The company revised its sales
and earnings estimates downward due to the continuing slowdown in
demand for U.S. and European home appliances and intense price
competition. Standard & Poor's believes that increased debt
levels, combined with competitive industry conditions, will result
in a weakening of financial ratios over the intermediate term.
While the company has announced plans to deal with the operational
shortfalls through a restructuring plan, management will be
challenged to improve profit margins while maintaining market
share.

The company continues to maintain the leading market share in
several appliance categories across a number of different
geographic regions. However, with demand for U.S. and European
home appliance sales slowing down, the industry is experiencing
intense price competition as manufacturers strive to retain market
share. In addition, Whirlpool's fiscal 2000 financial performance
was affected by Circuit City's decision to exit the appliance
industry. As Circuit City was the company's second-largest
customer, Whirlpool will be challenged to replace lost revenues
within this highly competitive industry. While Whirlpool brands
are not currently sold at either Home Depot or Wal-Mart, the
entrance of these retailers into the home appliance industry could
potentially have an effect on competitive dynamics.

Reflecting these challenges, revenues for the six-month period
ended Sept. 30, 2000, have declined by 3.4% over the same period
last year. Furthermore, the continued softening of demand for U.S.
and European home appliances will put additional pressure on
revenues and operating profits in fiscal 2001. Key credit measures
(adjusted for operating leases and the one-time Brazilian currency
devaluation) are expected to remain weak for the rating category
over the intermediate term. Earnings pressure, coupled with higher
interest expense to finance share repurchases and acquisitions, is
expected to result in fiscal 2000 pretax interest coverage well
below 1999's level of 4.6 times (x). Standard & Poor's expects
Whirlpool's fiscal 2001 performance and financial policies will
result in pretax interest coverage (adjusted for operating leases)
between 4.0x-5.0x. The rating does not incorporate flexibility for
additional significant debt-financed acquisitions or share
repurchases.

OUTLOOK: NEGATIVE

While Whirlpool maintains a solid and diversified product
portfolio, increased debt levels to fund share repurchases and
acquisitions, combined with earnings weakness, are expected to
result in key credit measures that are weak for the rating.
Ratings could be lowered should the company not meet Standard &
Poor's credit ratio expectations in 2001 and beyond. -- CreditWire


YAKIMA INDIAN: Case Summary and 15 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Yakima Indian Petroleum, Inc.
        4704 Tieton Drive, Suite A
        Yakima, WA 98908

Chapter 11 Petition Date: December 12, 2000

Court: Eastern District of Washington

Bankruptcy Case No.: 00-7970

Judge: Hon. John A. Rossmeissl

Debtor's Counsel: Dan O'Rourke, Esq.
                  Southwell & O'Rourke, P.S.
                  421 W. Riverside Avenue 960 Paulsen Building
                  Spokane, WA 99201
                  (509) 624-0159

Total Assets: $ 1 Million above
Total Debts : $ 500,000 above

15 Largest Unsecured Creditors:

Eagle Petroleum                                          $ 194,837

Trebar Leasing, Inc.                                      $ 39,877

Yakima Solutions, Inc.                                     $ 9,716

Morgan Premium Finance                                     $ 4,032

U.S. Bancorp                                               $ 3,951

Frank's Tire Factory                                       $ 3,695

Larson & Perkins, PLLC                                     $ 2,844

LeMaster & Daniels PLLC                                    $ 1,490

Wondrak Distributing, Inc.                                 $ 1,201

Norris, Beggs & Simpson                                    $ 1,065

Mobile Fleet Service, Inc.                                   $ 736

Internal Revenue Service                                     $ 644

Lee Peterson Motors, Inc.                                    $ 443

Oregon Dept. of Transportation                               $ 381

Internal Revenue Service                                     $ 168


YAKIMA SOLUTIONS: Case Summary and 34 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Yakima Solutions, Inc.
        4704 Tieton Drive, Suite A
        Yakima, WA 98908

Chapter 11 Petition Date: December 12, 2000

Court: Eastern District of Washington

Bankruptcy Case No.: 00-7972

Judge: Hon. John A. Rossmeissl

Debtor's Counsel: Dan O'Rourke, Esq.
                  Southwell & O'Rourke, P.S.
                  421 W. Riverside Avenue 960 Paulsen Building
                  Spokane, WA 99201
                  (509) 624-0159

Total Assets: $ 1 Million above
Total Debts : $ 1 Million above

34 Largest Unsecured Creditors:

Yakima Petroleum                                         $ 475,972

Eagle Petroleum                                          $ 361,388

Eagle Stop & Save                                        $ 177,528

1st American                                             $ 174,492

Omaha Cig.                                                $ 79,276

Key Bank National Assoc.                                  $ 72,009

Heritage Dist.                                            $ 70,770

Robert E. Ramsey                                          $ 47,989

LaVilla Ramsey                                            $ 43,567

Blaze Construction                                        $ 25,271

Golden Eagle Management                                   $ 18,000

LeMaster & Daniels                                        $ 16,822

MBNA America                                              $ 12,661

Bankcard Center                                            $ 6,436

Larson & Perkins, PLLC                                     $ 6,262

Internal Revenue Service                                   $ 4,541

Eagle Stop & Save                                          $ 4,311

Regence Blue Shield                                        $ 3,152

AT & T Wireless Services                                   $ 1,804

Contract Services, Inc.                                    $ 1,494

Eagle Petroleum                                              $ 922

Internal Revenue Service                                     $ 715                              

Q. West                                                      $ 591

Yakima Indian Petroleum                                      $ 537

Federal Express                                              $ 506

Safeguard Business Systems                                   $ 474

AT & T                                                       $ 469

Center for Counseling & Psych LLC                            $ 445

Pitney Bowes, Inc.                                           $ 273

Columbia Tower Club                                          $ 239

Powers & Therrien PS                                         $ 218

Yakima Valley Visitors & Conv. Bureau                        $ 180

Collection Bureau of America                                 $ 177

Computer Systems of Yakima                                   $ 163


* Bond pricing for the week of December 18, 2000
------------------------------------------------
Data is supplied by DLS Capital Partners, Inc. Following are
indicated prices for selected issues:

AMC Ent. 9 1/2 '11                         56 - 58
Amresco 9 7/8 '05                          56 - 58
Advantica 11 1/2 '08                       46 - 48
Asia Pulp & Paper 11 3/4 '05               40 - 42
Carmike Cinema 9 3/8 '09                   25 - 27
Fruit of the Loom 6 1/2 '03                42 - 45 (f)
Federal Mogul 7 1/2 '04                    14 - 16
Genesis Health 9 3/4 '05                   11 - 13 (f)
Globalstar 11 1/4 '04                       8 - 9
Oakwood Homes 7 7/8 '04                    30 - 34
Owens Corning 7 1/2 '05                    20 - 22
Revlon 8 5/8 '08                           48 - 50
Saks 7 '04                                 66 - 68
Trump Atlantic 11 1/4 '06                  62 - 64
TWA 11 3/8 '06                             24 - 26
Xerox 5 1/2 '03                            42 - 43


                           *********

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

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

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

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


                           *********

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

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

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
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is obtained from sources believed to be reliable, but is not
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The TCR subscription rate is $575 for six months delivered via e-
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for the term of the initial subscription or balance thereof are
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                * * * End of Transmission * * *