TCR_Public/001219.MBX         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, December 19, 2000, Vol. 4, No. 247


AAR CORP: Moody's Places Debt Ratings under Review for Downgrade
AMWEST INSURANCE: A.M. Best Lowers Financial Strength Rating to C-
ARMSTRONG WORLD: Gets Okay to Maintain Cash Management System
ATHEY PRODUCTS: Files for Chapter 11 Protection in Raleigh, N.C.
CHECKERS DRIVE-IN: Appoints Wendy A. Beck as New CFO

COLLINS & AIKMAN: Moody's Confirms Low-B Ratings & Negative View
COMMERCIAL CAPITAL: Fitch Places Mortgage Bonds on Rating Watch
CROWN CORK: Board of Directors Votes to Suspend Quarterly Dividend
FARMERS COOPERATIVE: Judge Flannagan Approves Seed Purchase Pact
FEDERATED DEPARTMENT: Retailer Faces Challenges, Moody's Says

FORTUNE INSURANCE: S&P Assigns CCCpi Financial Strength Rating
FRIENDSHIP VILLAGE: Fitch Places Revenue Bonds on Ratings Watch
FRUIT OF THE LOOM: Seling Mexican Assets to Compania Industrial
GENESIS/MULTICARE: Rejects Farmington Eldercare Facility Lease
HEILIG-MEYERS: Exclusivity Extended to Apr. 13, With Conditions

LOEWEN GROUP: U.S. Bank Serving as Trustee for Series 3 & 4 Notes
MARINER POST: Selling Coastal Health Care Center for $2,500,000
MOTHERNATURE.COM: Common Stock Delisted from Nasdaq on Dec. 15
NATIONAL HEALTHCARE: Settles Qui Tam Litigation for $27 Million
OWENS CORNING: Wants Extension of Lease Decision Period to June 4

PACIFIC GATEWAY: Nasdaq Continues Push to Delist Shares
PACIFICARE HEALTH: Faces Yet Another Shareholder Fraud Lawsuit
PAUL HARRIS: Posts $22.2 Million Loss in Third Quarter
PEGASUS INSURANCE: S&P Assigns Bpi Financial Strength Rating
PRIME RETAIL: Revised 3rd Quarter Financials Cut Loss in Half

QUENTRA NETWORKS: Calif. E-Commerce Provider Files for Chapter 11
QUENTRA NETWORKS: Group Long Distance Terminates Merger Agreement
RECYCLING INDUSTRIES: Two Recycling Units Shutter Operations
SCOUR, INC: CenterSpan Says No Free Service After March Re-launch
SUNCHOICE MEDICAL: Medline Industries Steps Forward to Buy Assets

TSR WIRELESS: Paging Service Will Continue in Chapter 7 Wind-Down
UNITED DOMINION: Moody's Puts Debt Rating on Review for Downgrade
VENCOR INC: Court Approves 4th Amended Disclosure Statement
VLASIC FOOD: Moody's Downgrades Senior Subordinated Notes to C
WHEELING-PITTSBURGH: Judge Bodoh Approves $290MM DIP Facility


AAR CORP: Moody's Places Debt Ratings under Review for Downgrade
Moody's Investors Service has placed the debt ratings of AAR Corp.
under review for possible downgrade. Moody's cited the continuing
pressures on the company's operating performance and the
likelihood that its intermediate-term financial results may
continue to be sluggish because of several fundamental changes in
its markets.

The rating review will focus on both the magnitude and the
duration of the pressures affecting the company's operating
performance. The company has stated that such pressures stem from
weak pricing on older technology jet engine parts and reduced
demand from certain inventory programs. Moody's will assess the
degree of the impact and the timing of the market transition from
old -- primarily stage two -- jet engines to the newer models, as
well as the company's ability to weather this transition. In
addition, the rating agency will examine the changes in the demand
pattern of AAR's customer base -- the airlines -- as a result of
their strenuous efforts to streamline their cost structures -- a
situation that has resulted in softening demand for the industry's
services. Correlating to that review, Moody's will also assess the
effects of such demand shifts on the industry's health,
particularly as they relate to pricing and overall competition.
Furthermore, Moody's intends to explore the implications for
independent parts suppliers such as AAR of new business strategies
being pursued by the major jet engine manufacturers to
aggressively expand their participation in the aftermarket
business worldwide. The review will also focus on the potential
for AAR's performance to return to historical measurements during
the internediate term, as well as on its overall financial
strategy in view of the new market dynamics.

Ratings under review are:

   * AAR Corp.:

      a) its Baa2 senior debt rating;

      b) the Baa2 rating on its bank facilities; and

      c) the (P) Baa2, (P) Baa3 and (P)"baa3" ratings on the
          company's shelf registration for senior debt,
          subordinated debt, and preferred stock, respectively.

AAR Corp., headquartered in Wood Dale, Illinois, is a supplier of
parts and services to the aviation/aerospace industry.

AMWEST INSURANCE: A.M. Best Lowers Financial Strength Rating to C-
A.M. Best Co. has downgraded the financial strength rating of
Amwest Insurance Group, Calabasas, California, to C- (Weak) from B
(Fair). This rating action applies to Amwest Surety Insurance
Company and its subsidiary, Far West Insurance Company.

The rating action follows Amwest Group's third-quarter earnings
release and a formal review of the group's financial position
through September 2000. The group's worse than anticipated
underwriting results have weakened its surplus position and
elevated underwriting leverage, resulting in a violation of
certain financial covenants on bank debt held by its parent
holding company, Amwest Insurance Group, Inc. The group's
capitalization appears adequate to satisfy current policyholders'

The rating downgrade follows the company's prior downgrade to B
(Weak), in the vulnerable category, in August 2000 at which time
the rating was still under review pending waivers from the Union
Bank of California which holds a $14.5 million loan with the
parent company. Further, A.M. Best believes the group will have
increased difficulty meeting its debt service requirements over
the near-term, including a $5 million principal repayment coming
due in September 2001 and beyond.

During the first nine months of 2000, underwriting experience
deteriorated further due to increased loss severity on its
contract surety book of business, eroding capital by nearly 32%
since year-end 1999, despite the benefits of significant stop-loss
reinsurance. Despite specific reunderwriting initiatives
implemented by management in 1999 and early 2000, underwriting
profitability has yet to be restored and is currently well below
its peers.

Management determined that the poor underwriting experience has
been contained in the Dallas branch office where significant
growth was generated in recent years. Steps implemented in the
third quarter 2000 to preserve and increase capital have not been
effective thus far. The company has increased its utilization of
quota share reinsurance to provide significant risk transfer and
surplus relief.

Despite the general downturn in results, the group continues to
record favorable underwriting results in its core business
territory. The group has generally well-established agency/broker
relationships through its local branch office network which has
enabled it to continue writing business. Management continues to
pursue capital raising alternatives, and has acquired quota share
as well as stop loss coverage through accident year 2000. To date,
several parties have expressed interest, however no sale or merger
agreements have been consummated. Effective December 11, 2000,
management has entered into a co-surety arrangement with Lyndon
Property Insurance Company.

Given the continued slippage in underwriting results through nine
months 2000, A.M. Best remains concerned with the group's elevated
leverage and its prospects for improvement going forward and
continues to view Amwest Group's rating outlook as negative. This
outlook also reflects the possibility that the parent company may
not be able to refinance its bank debt, which includes a paydown
of $5 million in principal due in September 2001. Furthermore,
Amwest Surety faces the potential for regulatory review due to its
close proximity to RBC's company action level. Its financial
strength rating is susceptible to further rating pressure unless
marked improvements in both underwriting leverage and overall
profitability are demonstrated throughout the remainder of the

ARMSTRONG WORLD: Gets Okay to Maintain Cash Management System
Prior to the commencement of their Chapter 11 cases, in the
ordinary course of their business, Armstrong World Industries,
Inc., and its Nitram affiliate maintained various bank accounts:

   Institution       Debtor         Account Purpose
   -----------       ------         ---------------
   Allfirst Bank      AWI           Checking
   Bank of America    AWI           Collection
   Barclays           AWI           Euro
   Chase Manhattan    AWI           Cash concentration
   First Union        AWI           Collection
   Mellon             AWI           Collection; S-in-S Trust
   Regions Bank       Atlanta Plant Business Savings
   Wachovia           AWI           Collection
                      AWI           General-Funding
                      AWI           Salary Payroll
                      AWI           Hourly Payroll
                      AWI (Trust)   Medical/Dental Funding
                      AWI           Debit and Imprest
                      DD Nitram     General
                      DD Nitram     General
                      AWI           Disbursement
                      AWI           Disbursement
                      AWI (Trust)   Corp.Ben.Svcs.-Med/Dental

The Debtors would routinely deposit and withdraw funds from these
Bank Accounts by check, wire transfers, and automated
clearinghouse transfers. The Debtors used a standard method of
cash management with respect to AWI and its domestic divisions and
subsidiaries, including AWI's principal domestic subsidiary,
Triangle Pacific Corp. However, the cash management system
incorporated several features designed to address particularized
arrangements between AWI and other entities, including Worthington
Armstrong Venture, a joint venture for the manufacture of
suspended ceiling grid systems with Worthington Industries, and a
former division of AWI known as Armacell and a former subsidiary
of AWI known as W.W. Henry, each of which were divested by
AWI in 2000.

Under the original cash management system, the Debtors maintained
a total of five depository accounts with four different banks
which received payments from a total of eleven lockboxes located
in different regions of the United States. Only one of these
accounts was maintained for AWI in a non-Bank Group entity. Upon
receipt of monies from customers or buyers, all payments would be
transferred, after remittance to any one of the eight AWI
lockboxes, to the applicable banking entity into a corresponding
depository account maintained in the name of AWI. These funds
would be electronically transferred on a daily basis into a
concentration account maintained at Chase in the name of AWI. Wire
transfers made to AWI from wholesalers and other customers, or in
connection with investments and borrowings, were sent directly to
the AWI concentration account. As the funds were swept from AWI's
depository accounts, all receipts were coded to reflect both the
particular invoice against which a payment was made and the entity
on whose account the payment was received so that AWI could
maintain an accurate record of intercompany balances. Wire
transfers made out of the AWI concentration account in connection
with items such as borrowing payoffs, investments, payments to
wholesalers, certain employee benefits, and payroll taxes also
were tracked and coded, as were remittances from the concentration
account to AWI's accounts payable and payroll disbursement
accounts. As funds were needed to make payments for the benefit of
AWI or a domestic subsidiary or division, or a related company,
the corresponding sums were transferred from the appropriate AWI
disbursement account to the payee in the name of the applicable
entity. Receipts and disbursements would be netted on a daily
basis, and to the extent AWI held excess funds of a domestic
subsidiary or division, or a related company, such amounts would
be credited by AWI against past or current obligations of the
applicable entity. Similarly, if AWI disbursed funds in excess of
payments and other amounts received on account of a domestic
subsidiary or division, or related company, such deficiencies
would be debited from the cash balance reflected on the books and
records of AWI with respect to the appropriate entity.

Prior to commencing these Chapter 11 proceedings, AWI modified its
existing system further to avoid any assertion by the Bank Group
that funds in the AWI Concentration Account and the three
Depository Accounts maintained by the Bank Group in AWI's name
constituted cash collateral under the outstanding prepetition
credit facility as a result of setoff and other possible rights.
Thus, as part of this modified system the Debtors currently
maintain alternative accounts with Allfirst Bank. Remittance
advice to all customers and other payors has been amended by
AWI so that payments to AWI and its domestic subsidiaries and
divisions, WAVE, and the Divested Companies are remitted to the
three lockboxes associated with the non-Bank Group Depository
Account maintained for the benefit of AWI. Funds from this account
are then transferred to a concentration account maintained in the
name of AWI at Allfirst. From this account, disbursements are made
on behalf of WAVE, the Divested Companies, or AWI and its domestic
subsidiaries and divisions through the same disbursement accounts
and in the same manner utilized by AWI under its original cash
management system, except that transfers are now predominantly by
wire instead of by automated clearinghouse transfers. However, to
the extent AWI holds excess funds on behalf of WAVE or disburses
funds in excess of amounts received on account of payments to
WAVE, AWI now remits or debits, as appropriate, such amounts, on a
daily basis, to or from a separate account maintained by Allfirst
in the name of WAVE.

In their Motion, the Debtors ask for authority to return to the
original cash management system, including their system of
investment policies, asserting that the cash management system as
modified lacked the simplicity of the original cash management
system and has led to, among other things, a marked increase in
the amount of manual wire transfers necessary to effectuate
intercompany transactions, complications and inefficiencies in
controlling the flow of funding, and difficulty in completing
foreign exchange transactions. Further, since Chase as agent
and lender has agreed to extend unsecured postpetition credit to
the Debtors in connection with these Chapter 11 cases, a return to
the original cash management system would likely be accompanied by
a renewed ability of AWI to initiate ACH transfers in lieu of the
less efficient and more costly manual wire transfer process. The
Debtors recognized that this system was not available to AWI in
the weeks immediately preceding the commencement of these
proceedings due to a perceived deterioration in AWI's overnight
credit position by the banking community. With the availability of
a significant unsecured credit facility postpetition, AWI asserted
that ACH transfers will once again be made available to it, and
the Debtors' business operations would benefit from an accounting
and operating standpoint.

After consideration of these arguments, Judge Farnan issued an
Order permitting the Debtor to maintain its original cash
management system, including all of its pre-existing investment
policies. (Armstrong Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

ATHEY PRODUCTS: Files for Chapter 11 Protection in Raleigh, N.C.
Athey Products Corporation (Nasdaq: ATPCQ), a leading manufacturer
of street sweeping and material handling equipment, filed a
voluntary petition for relief pursuant to Chapter 11 of the
Bankruptcy code with the U.S. Bankruptcy Court for the Eastern
District of North Carolina, Raleigh Division, on December 8, 2000.

The Court heard and approved certain of the Company's initial
motions on December 14, 2000. Specifically, the Court approved the
Company's motion for authorization to use cash collateral, and its
motion for payment of wages to employees and salaries to officers.
This approval will enable the Company to recall many of its
employees and resume production of its products pending further
proceedings. Also approved was a motion to retain Nachman Hays
Consulting, Inc. for management consulting and transaction

Athey manufactures mechanical and vacuum/regenerative air

CHECKERS DRIVE-IN: Appoints Wendy A. Beck as New CFO
Checkers Drive-In Restaurants, Inc. (Nasdaq: CHKR) reported that
Wendy A. Beck has been appointed the Company's Chief Financial
Officer, replacing Ted Abajian. Ms. Beck, a long-term Checkers
executive, previously served as the Company's Vice President of
Finance and Treasurer since 1995. In related news, Brian R.
Doster, the Company's Corporate Counsel, has been appointed to the
additional positions of Vice President and Secretary, replacing
Andrew Simons. Mr. Doster joined Checkers Drive-in Restaurants,
Inc. in April of 1999.

Daniel J. Dorsch, Chief Executive Officer & President, commented:
"With the appointment of Wendy Beck to CFO and Brian Doster to
Secretary, we bring to a conclusion the realignment of corporate
officers. We no longer share any officers with Santa Barbara
Restaurant Group. During the fourth quarter of 2000, we eliminated
five corporate officer positions in line with our plans to reduce
the executive team. The officer needs we had the last year during
the debt restructuring and the market sales differ from our future

Wendy Beck, Vice President, Chief Financial Officer, commented: "I
have been with Checkers for approximately eight years and this
past year is the one I will always remember. We made the tough
decisions this year and executed to plan. We are running this
business like it is our own and we are enjoying every day. Dan
came into the picture a year ago and stopped our focusing on mere
survival and held us to long-term decisions. I am delighted to
serve as the CFO for Checkers Drive-In Restaurants, Inc. and trust
my experience will continue to add value to the Checkers team."

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.

COLLINS & AIKMAN: Moody's Confirms Low-B Ratings & Negative View
Moody's Investors Service confirmed the ratings of Collins &
Aikman Products Co. ("C&A"), which is the main operating
subsidiary of Collins & Aikman Corporation ("C&A Holdings").
Moody's additionally confirmed the senior notes rating of JPS
Automotive Products Corp., ("JPS"), an indirect subsidiary of C&A.
The ratings outlook remains negative.

The following ratings were confirmed:

   (i)   B2 rating of C&A's $400 million 11 1/2% senior
          subordinated notes due 2006;

   (ii)  B1 rating of JPS's $49 million remaining 11 1/8% senior
          notes due 2001;

   (iii) Ba3 rating of C&A's $575 million senior secured bank
          credit facilities;

   (iv)  Ba3 senior implied rating of C&A;

   (v)   B1 senior unsecured issuer rating of C&A.

The ratings confirmations and negative outlook reflect C&A's high
leverage and marginal interest coverage. Moody's also noted that
performance was materially below planned levels during the third
quarter of 2000, due primarily to nonrecurring events. Most
notably, C&A was negatively impacted by third quarter disruptions
in sales of its products on certain high content vehicles,
including the Chrysler Sebring convertible model changeover and
the Firestone tire recall which resulted in unexpected Explorer
plant closures. Additionally, as is similarly the case with most
of its peers in the automotive supplier industry, C&A's fourth
quarter 2000 and 2001 sales and margins are potentially under
increased pressure based upon strong market indications that OEM
car and light truck production volumes are weakening. This change
in industry outlook is evidenced by the industry's growing
inventory levels; numerous plant shutdowns; proliferation of
generous incentive programs; and increased potential for delayed
launches of new platforms by OEM's. DaimlerChrysler is already
placing significant pressure on its suppliers to reduce their
prices and lower their cost bases. Additional risks include C&A's
low-but-rising average content per vehicle and uncertainty
regarding the company's ongoing equity sponsorship as a result of
the December 2000 announcement that Blackstone and Wasserstein
Perella are considering alternatives for disposing of a portion of
their stakes. C&A has significant concentrations with the "Big 3"
domestic OEM's, currently equal to GM (31%), Ford (21%) and
DaimlerChrysler (17.5%), but these levels are consistent with the
OEM's overall share of the domestic market. Moody's is furthermore
concerned that C&A's liquidity will be stressed due to intra-
quarter periods of limited availability under C&A's revolving
credit and off-balance sheet accounts receivable facilities; the
company's limited ability to incur additional indebtedness per the
terms of its bond indentures; and potential for the company to
violate certain financial covenants under the bank credit
agreement either at fiscal year end 2000, or at first quarter end
2001 when the requirements tighten. (Management remains highly
confident that C&A's bank group will resolve any potential
violations through either amendment or waiver.) C&A's low stock
price limits the company's financial flexibility.

The ratings confirmations also reflect the improvement in C&A's
sales, operating margin and working capital performance that was
being exhibited by the company over the last couple of years,
until the recent downward shift in market momentum. This
translated into $40 million of funded debt reductions and improved
cash balances for the nine months ended September 30, 2000, when
market trends began to reverse. Tom Evans, who joined the company
as chief executive officer in April 1999 from Tenneco Automotive,
has brought significant automotive industry expertise to C&A. His
leadership has strategically refocused C&A as a Tier I/Tier II
interior automotive supplier with systems integrator capabilities;
attracted an almost entirely new management team of seasoned
automotive executives; and guided the company through a major
restructuring program ($33.4 million in reserves plus over $10
million of one-time unreserved costs) implemented during 1999 and
2000 with the objective of realigning divisions; eliminating
redundancies; closing facilities; improving working capital
turnovers; and increasing capacity utilization. C&A believes that
its original estimates of $30 million in annualized restructuring
savings will be realized, but has experienced some related
production inefficiencies at its Farmville and Springfield plants.
C&A continues to enjoy #1 or #2 market positions along with
material percentage market shares for most of its North American
product lines, and continues to have content on 90% of all North
American cars and light trucks. C&A has no exposure to either the
aftermarket or heavy duty markets, both of which are currently
experiencing sales downturns. Management is optimistic that C&A's
current efforts to attract additional equity sponsorship will
result in improved liquidity for the company, and remains
committed to running the business with an objective of achieving
further debt reduction. Management indicates that new business
momentum remains strong and that the average content per vehicle
will steadily rise as C&A implements its strategy to sell a
broader range of integrated interior products for each respective
platform. The company may also have the opportunity to divest
certain non-core assets, with the objective of reducing its debt

The senior secured bank credit facilities consist of a $250
million senior secured revolving credit facility due December
2003; a $100 million senior secured term loan A due December 2003;
a $125 million senior secured term loan B due June 2005; and a
$100 million senior secured term loan C due December 2005.
Remaining principal outstandings under term loans A, B, and C are
approximately $71 million; $119 million; and $97 million,
respectively. Term loan C resulted from a May 1999 partial draw
under a $150 million accordion feature, and was utilized to
finance a $44 million special dividend, repay a portion of
revolving credit debt outstandings and support general corporate
purposes. The company retains the ability to activate the
remaining $50 million of the accordion feature, subject to
satisfying certain debt incurrence tests under the bond indentures
and obtaining lender support for the additional commitments upon
such a request.

The Ba3 ratings of all four tranches of C&A's $575 million of
aggregate senior secured bank credit facilities reflect the
benefits and limitations of the collateral package. All
obligations under the bank credit agreement are secured by a first
priority pledge of the stock of borrower C&A and substantially all
of its existing and future domestic subsidiaries, as well as by up
to 65% of all existing and future first-tier foreign subsidiaries.
The obligations are also secured by certain intercompany
indebtedness owed to C&A by its restricted subsidiaries. All
obligations under the bank credit agreement are guaranteed by C&A
Holdings and each restricted domestic subsidiary except for JPS
Automotive. The upward notching of the rating is constrained by
the absence of pledges of any hard asset collateral.

The B2 rating of C&A's senior subordinated notes reflects their
contractual subordination to C&A's senior debt. The notes are
guaranteed by C&A Holdings on an unsecured senior subordinated
basis, but are not guaranteed by any subsidiaries. Among other
provisions, the indenture notably contains limitations on
additional indebtedness and redemption provisions in the event of
a defined change of control. The B1 rating of JPS's senior notes
reflects their effective subordination to C&A's senior secured
debt. JPS utilized cash on its balance sheet to repurchase
approximately $38 million of JPS notes during the third quarter of
1999. All of the existing C&A notes are structurally subordinated
to the direct liabilities of the company's subsidiaries.

Through the use of Carcorp., a wholly-owned, bankruptcy remote
subsidiary which purchases C&A's trade receivables, the company
additionally has in place an off-balance revolving receivables
facility of up to approximately $172 million at very favorable
interest rates. Actual availability under this facility is based
upon detailed eligibility criteria and has recently been running
at $115 million, or less. The facility term is 364 days, renewable
annually for up to five years. This receivables facility is not

C&A's LTM September 30, 2000 net revenues were just short of $2
billion. While the LTM EBITDA margin improved to about 11.1%, the
poor third quarter 2000 results drove this average down. This was
primarily due to lost margin on the volume shortfall. Moody's is
concerned that this trend will continue through year end, and into
2001. Offsetting the decrease in volumes anticipated by Moody's
will be the resumption of large-scale production of convertible
tops for the new model Chrysler Sebring, as well as the return to
production of the Ford Explorer plants and increased content on
the latest Explorer model.

As at September 30, 2000 C&A's debt remained substantial at
approximately $990 million, including about $115 million of off-
balance sheet account receivables financing. LTM September 20,
2000 leverage as measured by "Total Debt/EBITDA" demonstrated some
improvement over prior quarters, but remained quite high at 4.0x
excluding off-balance sheet debt and 4.5x including off-balance
sheet debt. September 30, 2000 "debt-to-book capitalization" was
poor at 120% and "debt-to-market capitalization" was much worse at
about 275%. C&A's equity was negative $144 million, in part as a
result of $33.4 million of 1999 restructuring charges; $50 million
in aggregate 1999 dividends to shareholders; and very significant
charges related to previously discontinued operations.

LTM September 30, 2000 interest coverage was thin, with
"EBITA/Interest" of 1.5x and "EBITDA-CapEx/Interest" of 1.4x.
While CapEx for the period of about $81 million exceeded
depreciation of about $61 million, spending in 2000 has declined
to an annual run rate of about $70-$75 million. C&A's LTM
September EBITA return on liabilities (which exceeded assets) has
improved to 10.8%.

Moody's recognizes the many positive steps that the new management
team has taken to restructure its operations; refocus C&A's
corporate mission and marketing strategy; and reduce outstanding
debt. The company's bond indenture notably inhibits the payment of
additional dividends. However, given C&A's significant leverage,
Moody's believes that the anticipated OEM production downturns are
likely to place significant pressure on the company's cash flow,
liquidity and operating performance over the next year. These
concerns are the basis for our reaffirmation of the company's
negative outlook.

Collins & Aikman Corporation, now headquartered in Michigan, is a
global supplier of automotive floor and acoustic systems; and is a
leading supplier of automotive fabric; interior and luggage
compartment plastic-based trim modules, systems and components;
and convertible top systems. The Company conducts all of its
operations through wholly-owned Collins & Aikman Products Co. and
is divided into three divisions: North American Automotive
Interior Systems; European Automotive Interior Systems; and
Specialty Automotive Products. Annual revenues are approaching
$2.0 billion.

COMMERCIAL CAPITAL: Fitch Places Mortgage Bonds on Rating Watch
Fitch places Commercial Capital Access One, Inc., commercial
mortgage bonds, series 3, class 3G, currently rated 'B', on Rating
Watch Negative. Fitch affirms the commercial mortgage bonds,
series 3, classes 3A1, 3A2 and 3X at 'AAA'; 3B at 'AA'; 3C at 'A',
3D at 'BBB', 3E at 'BBB-'; and 3F at 'BB'. Fitch did not rate
class 3H.

The special servicing of this transaction was to be transferred 60
days after the resignation of the back up special servicer in mid-
September. The Rating Watch Negative is prompted by the
uncertainty created by Dynex that the transaction will actually be
transferred and the risk that the rating on the lowest rated
tranche may be adversely affected. Fitch is also concerned about
the quality of servicing as the company has lost most of the
servicing staff. Compounding the issue is the fact that Dynex has
not been responsive to Fitch. Dynex was replaced as the Master
Servicer in 1999 as a result of the financial instability of Dynex

Fitch will continue to monitor this transaction and the servicing
of it.

CROWN CORK: Board of Directors Votes to Suspend Quarterly Dividend
Crown Cork & Seal Company, Inc. (NYSE: CCK; Paris Bourse)
announced that its Board of Directors voted to suspend the
Company's quarterly dividend on its common stock. The next
scheduled dividend would have been payable in February 2001 to
shareholders of record. The Company's quarterly dividend had been
set at $0.25 per share, or an aggregate of approximately $126
million on an annualized basis. The Company intends to dedicate
the cash which would have been used to pay dividends towards debt

John W. Conway, President stated, "As has been reported widely,
companies with alleged asbestos liabilities have been hit hard in
the financial markets in the wake of the recent bankruptcy
filings. The Company has a strong cash flow and firmly believes it
can manage its asbestos liabilities, however, it is clear that in
the present circumstances the financial markets and rating
agencies expect us to preserve our free cash. We believe the
change in our dividend policy, which our Board will review
periodically, should benefit the Company's shareholders by
increasing liquidity and providing further financial

William J. Avery, Chairman and CEO stated that the Board made this
decision after considerable deliberation, but recognized the
current state of the financial markets and the importance to
shareholders of an improved credit position. He added that as an
additional indication of the Board's confidence many members have
recently been purchasing company stock.

FARMERS COOPERATIVE: Judge Flannagan Approves Seed Purchase Pact
Farmers can buy next year's supplies now at the Farmers
Cooperative Association, a judge ruled, according to a newswire
report. U.S. Bankruptcy Judge John Flannagan, who is overseeing
the Lawrence, Kan.-based co-op's chapter 11 bankruptcy case,
approved the formation of a special account to hold money for
farmers interested in buying seed, herbicides, fertilizers and
other products for next year's harvest. The account could allow
farmers who made money this year to engineer a tax break. By
investing in next year's supplies by Dec. 31, the spending would
reduce their taxable incomes for 2000. Those who lost money this
year could wait until after the first of the year, yet still take
advantage of reduced prices before the growing season begins.

The new account will be separate from the bankruptcy, said Don
Dumler, the co-op's president and chief executive officer. He
expects anywhere from 500 to 700 farmers to take advantage of the
program, resulting in sales between $200,000 to $400,000. The
money will be set aside to buy products and will not be available
to creditors seeking payment through the bankruptcy case. (ABI,

FEDERATED DEPARTMENT: Retailer Faces Challenges, Moody's Says
Moody's Investors Service confirmed the ratings of Federated
Department Stores, Inc., based on its superior perfomance as a
department store operator, as well as the expectation that the
asset quality problems at Fingerhut have been resolved and that
the performance of the downsized Fingerhut will not cause further
deterioration in the company's debt protection measures. The
rating outlook remains negative, reflecting the potential
challenges for the department store segment from a softer economy
and intense competition, the risk that share buybacks will be used
to boost shareholder returns during a difficult operating
environment, and uncertainty regarding the business profile of
Fingerhut. The ratings confirmation concludes the review for
possible downgrade begun on October 16, 2000.

Ratings confirmed:

   a) Senior bank credit facility and senior unsecured notes at

   b) Senior unsecured shelf at (P)Baa1.

   c) Preferred stock shelf at (P)"baa2".

   d) Commercial paper at Prime-2.

Federated's traditional department store business is a superior
performer and remains the major source of earnings and cash flow
for the company. Federated's valuable franchise is geographically
diverse and includes well known national chains like Macy's and
Bloomingdale's. Customer loyalty is bolstered by the company's
nine successful private brands, that target various customer
segments and lifestyles, and its proprietary credit cards which
account for about 40% of revenues. Evidence of the acceptance of
Federated's merchandise assortments can be seen in its comparable
store sales, which have been stronger than some of its competitors
for several years. Strong operating cash flow of the past three
full fiscal years has funded a net debt reduction (before
acquisition financing) of $2.5 billion, despite capital
expenditures of $2.3 billion and net share repurchases of $471
million during the same time period.

Moody's noted that Federated's acquisition of Fingerhut in early
1999 for $1.7 billion has caused significant challenges for the
company and has not resulted in the expected platform to enhance
catalog and Internet sales. Fingerhut took Federated into a new,
higher risk retailing segment that requires significant expertise
and controls to ensure prudent management of the risks of
extending credit to consumers in lower income brackets. Strategic
decisions taken at Fingerhut to revise its credit terms increased
its risk profile and resulted in higher than expected
delinquencies in mid 2000. Federated placed Fingerhut under the
management of its own Financial and Credit Services Group and
implemented more conservative financial policies. As a result,
delinquencies have stabilized. Federated also took a $760 million
pre-tax write-down of goodwill and other assets related to the
Fingerhut acquisition and operation, and is reducing Fingerhut's
core catalog operations, with savings estimated at about $40
million p.a. beginning in 2001. As a consequence of streamlined
operations and tighter credit policies, Fingerhut's core catalog
sales have been downsized from $1.4 billion for all of 1999 to
$850 million to $1 billion for the current fiscal year. The EBIT
of the Direct-to-Customer segment is projected between $25 and
$100 million in 2001, including the $40 million in overhead
expense savings. While consolidated profitability can clearly
absorb such hits -- in fiscal 1999, Federated's consolidated EBIT
was about $1.7 billion -- the projected reductions in EBIT are not
negligible. Moody's will continue to monitor carefully Federated's
plans for controlling the risk inherent in Fingerhut's operations,
including its strategy for improving its returns from this

In August, Federated announced a new $500 million share repurchase
authorization. Given the impact of the Fingerhut acquisition on
shareholder returns, Mody's believes that management could come
under pressure to undertake significant share buybacks despite the
difficult operating environment that the department store business
is currently experiencing. The current rating level assumes that
debt protection measures will continue to improve despite share

With corporate offices in Cincinnati and New York, Federated
Department Stores, Inc. operates more than 400 department stores
in 33 states. Its department stores operate under the names
Bloomingdale's, Macy's, The Bon Marche, Burdines, Goldsmith's,
Lazarus, Rich's and Stern's. Federated also operates a number of
direct-to-consumer catalog and electronic commerce businesses
including Fingerhut. Federated's net sales in fiscal year 1999
exceeded $17.7 billion.

FORTUNE INSURANCE: S&P Assigns CCCpi Financial Strength Rating
Standard & Poor's assigned its triple-'Cpi' financial strength
rating on Fortune Insurance Co.

Key rating factors include weak capitalization, ROR, and
liquidity, with a high level of reinsurance recoverables relative
to surplus in dispute.

Jacksonville, Fla.-based Fortune Insurance specializes in the
underwriting of minimum-requirement personal automobile insurance
in Florida and also writes commercial automobile, homeowners,
mobile homeowners, and commercial multiperil insurance coverage.
Currently, the company writes exclusively in Florida, and its
products are distributed primarily through a managing general
agent. Fortune Insurance, which commenced operations in 1968, is
licensed in Florida and Louisiana. The company is wholly owned by
Mobile America Insurance Group Inc., a Fla.-based insurance agency
that acts as Fortune's managing general agent. Mobile America
Insurance is a wholly owned subsidiary of Mobile America Corp.
Affiliates include Pegasus Insurance Co. (financial strength
rating single-'Bpi') and Fortune Life Insurance Co. (not rated).

Major Rating Factors:

   -- At year-end 1999, capitalization was very weak, as indicated
       by Standard & Poor's capital adequacy model and the NAIC
       risk-based capital model, both of which were less than 25%.
       In addition, compared to peer companies, Fortune Insurance
       was more leveraged in 1999, with net premiums written plus
       liabilities to surplus at 16.9 times (x). In 2000, the
       company received surplus contributions from its parent and
       affiliates of $5.7 million, following $7.7 million in
       contributions in 1999.

   -- Fortune Insurance's five-year average ROR of negative 15.9%
       is considered weak, and the company's current operating
       ratio is considered vulnerable at 147.4%. The drop in net
       income of $7.5 million in 1999, compared with 1998, was
       caused primarily by a decrease of $9.7 million in net
       underwriting income, a benefit of $2.8 million in federal
       income tax incurred, a drop of $0.9 million in net
       investment income earned, and an increase of $0.2 million
       in net realized capital gains. The company's drop in
       surplus of 73.6%, in the context of the current operating
       ratio (147.4%), is also viewed as a limiting factor.

   -- The company's liquidity ratio, according to Standard &
       Poor's liquidity model, is also considered vulnerable at

   -- The one-year loss development in 1999 was reported at 32% of
       surplus. In addition, reinsurance recoverables of
       nonaffiliates to surplus increased to 10x surplus and
       direct losses unpaid rose to 6x surplus. The company
       reported that reinsurance receivables totaling $3.2 million
       due from Everest Reinsurance Co. and $9.7 million due from
       Clarendon National Insurance Co. are both in dispute.

   -- Although the company (NAIC: 28045) is a member of Mobile
       America Insurance Group, the rating does not include
       additional credit for implied group support.

FRIENDSHIP VILLAGE: Fitch Places Revenue Bonds on Ratings Watch
Fitch places its 'BBB-' rating for Friendship Village of
Columbus's (FVC) approximately $20 million outstanding Ohio health
care revenue bonds on Rating Watch Negative, meaning the bonds may
be downgraded.

The action stems from FVC's declining financial results, which at
audited fiscal year end June 30, 2000, indicated a rate covenant
violation. FVC recorded a bottom line loss of (11.4)% and coverage
well below it 1.10 times rate covenant for FY 2000. Liquidity has
also declined, from 314 days at June 30, 1999, down to 239 days
cash on hand at June 30, 2000.

During fiscal year 2000, FVC introduced 64 assisted living units
which opened 4 months later than expected. In response to its rate
covenant violation and as required by its master trust indenture,
FVC has engaged a consultant to monitor its operations. Fitch will
meet with management in January 2001 to determine if proper
corrective actions are being implemented.

Located in Columbus, Ohio, FVC is a type A continuing care
retirement community (CCRC) providing 272 independent living
units, 64 assisted living units and 90 nursing beds.

FRUIT OF THE LOOM: Seling Mexican Assets to Compania Industrial
Norman L. Pernick Esq., of Saul, Ewing, Remick & Saul, asks the
Delaware Bankruptcy Court for permission to allow Fruit of the
Loom to sell machinery and equipment to Compania Industrial De
Ropa De Saltillo, S. De R.L. De C.V.  The equipment and machinery
was formerly used to manufacture Gitano inventory in Mexico.  
Fruit of the Loom also wants to provide limited indemnification to
the purchaser.

Fruit of the Loom pleads its case by saying that sale of the
equipment will bring $1,000,000 in cash and provide avoidance for
$1,200,000 in obligations. It will also hasten Debtors' move to
production in Honduras and El Salvador, which is expected to save
$20,700,000 annually.

Fruit of the Loom explains to the Court that it procures a
substantial portion of its inventory through associations with
several manufacturing facilities located in Saltillo, Mexico.
Fruit of the Loom is party to numerous agreements with William H.
Quiros, who is a major player in the Mexican maquiladora apparel
trade. Maquiladoras are Mexican companies authorized to operate
manufacturing facilities in the proximity of the U.S.-Mexico
border to take advantage of the free-trade permitted under the
North American Free Trade Agreement.
NAFTA allows duty-free, cross border transport of raw materials
and equipment. Until recently, Fruit of the Loom realized
significant manufacturing cost savings through its association
with Mr. Quiros and his maquiladoras. For example, Confecciones
Mezclilla De Saltillo was established solely to assemble Gitano
products for FOL Operating pursuant to an agreement dated
September 29, 1996. Confecciones Mezclilla De Saltillo leases and
operates a textile facility located at C.17 No. 3364, Col. Ampl.
Morelos, Parque Industrial Amistad in the city of Saltillo,
State of Coahuila, Mexico.

In recent years, the establishment of new trade regimes has
undermined cost efficiencies once realized by Fruit of the Loom in
Mexico. Fruit of the Loom states that the relocation of some
manufacturing operations from Mexico to Honduras and El Salvador
will yield annual cost savings of $20,700,000. Accordingly, Fruit
of the Loom is winding down its Mexican operations. Certain
equipment used in the maquiladoras has been or will be transferred
to support operations in Honduras and El Salvador. The remaining
equipment will be sold at auction.

Fruit of the Loom solicited offers for the Gitano equipment from
forty prospective purchasers, providing tours of the Mezclilla
facility to allow for equipment inspection. Four potential buyers
verbally expressed interest but no firm offers materialized.
Later, an auctioneer offered to purchase the Gitano equipment for
$1,000,000, plus assumption of liabilities related to leases and
employee severance of around $1,200,000.

The purchaser requests that FOL Inc. provide indemnity for certain
obligations arising in connection with the sale of the Gitano
equipment. The indemnity amount is set at $1,000,000. Any claim
must be brought within one year of the transaction.

Fruit of the Loom claims that its personnel have been intimately
involved in the Mexican operations. They analyzed potential
exposure under the proposed indemnity and believe there are no
issues for the purchaser to assert its indemnity rights. Fruit of
the Loom admits that the proposed indemnification may be an
extraordinary transaction outside the ordinary course of business.
The transaction is conditioned upon Court approval of the
indemnity stipulation.

Fruit of the Loom does not own any maquiladora facilities but it
has financed the expansion of facilities owned by third parties.
In July 1997, Mr. Quiros expanded and improved three maquiladora
facilities, including the one mentioned above, using the proceeds
from a promissory note extended by FOL Limited. The loan, which
has an outstanding balance of $1,600,000, is secured by assignment
of rents from the improved facilities. Fruit of the Loom
recognizes that agreements with its Mexican partners could be
rejected or breached with the protection of the Bankruptcy Court.
However, certain Fruit of the Loom maquiladora entities that are
not involved in the proceedings do not have the protections and
benefits provided by the Bankruptcy Code. For example, FOL New
York is a party to a loan agreement with Mr. Quiros that, if
breached, would allow Mr. Quiros relief from repayment of
promissory notes to Fruit of the Loom.

Fruit of the Loom agrees to forbear from efforts to collect
against the promissory notes until the final closing date. Mr.
Quiros will issue mortgages against his real property and stock to
secure repayment of the promissory notes.

The agreement with Mr. Quiros provides Fruit of the Loom with
security for repayment of the promissory notes. Without such
collateral, there is doubt that full repayment would be recovered.
Fruit of the Loom has procured Mr. Quiros' cooperation in
arranging for third parties to assume certain Mexico leases.

In a separate but related filing, Ms. Stickles asks the Court to
approve a master termination agreement. The agreement is a global
settlement of claims arising under contracts with Mr. Quiros and
his operations. It establishes a protocol to ensure an orderly and
timely wind-down of the maquiladoras. It outlines procedures for
hiring and laying off employees, terminating labor contracts,
negotiating with the labor union, updating and closing of the
books. In addition, it details equipment disposal procedures in
order to avoid governmental interference with its removal. The
equipment has a value in excess of $6,500,000. The terms have been
negotiated in good faith and at arm's length. A global settlement
with Mr. Quiros will minimize the assumed liabilities, maximize
asset recoveries and improve Fruit of the Loom's ability to emerge
from the Chapter 11 proceedings.

The agreement provides for certain payments to Mr. Quiros
amounting to $1,541,077. The payments will be held in escrow and
distributed to Mr. Quiros based on the passage of time and
milestones ion the wind-down process. Mr. Quiros will serve as a
consultant to Fruit of the Loom during the process. (Fruit of the
Loom Bankruptcy News, Issue No. 18; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

GENESIS/MULTICARE: Rejects Farmington Eldercare Facility Lease
The Multicare Debtors are the lessees of 18 nonresidential real
property leases and/or subleases which relate to the Debtors'
eldercare facilities.

By this motion, The MultiCare Companies, Inc., sought and obtained
the Court's authority, pursuant to section 365 of the Bankruptcy
Code, for the rejection of one such lease. The lease, between
Debtor Health Resources of Farmington, Inc., as tenant and the
landlord Midwest Health Enterprises of Farmington, Inc. is related
to Farmington Country Manor located at 701 South Main Street
Farmington, Illinois for rental fees of $550,000 per annum subject
to an
increase of 5% every three years.

The Debtors are convinced that the lease should be rejected,
considering that the facility is projected to generate negative
earnings in the year 2000, the financial condition of this
facility is not likely to materially improve after the year 2000,
and the Debtors see no other use for the property, or any
likelihood in subletting or assigning the leasehold on
advantageous terms. By closing the facility, the Debtors
anticipate realizing annual savings of over $577,500 per year in
lease payments.

Because the facility provides essential services to elderly and
infirm residents and operates under various state and federal
regulations, the Debtors also seek authority to assist, in their
sole discretion, the landlord or its designee, to the extent
necessary to protect the health and welfare of the resident
patients, with: (a) a transition of the operation of each facility
to the landlord or its designee; or (b) the wind-down of
operations at such facility in coordination with proper federal
and state authorities and in accordance with applicable law.
(Genesis/Multicare Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

HEILIG-MEYERS: Exclusivity Extended to Apr. 13, With Conditions
Heilig-Meyers Co. reached agreement with its official committees
of unsecured creditors and equity security holders on a 120-day
extension of the company's reorganization plan filing and voting
exclusive periods. In an order signed Monday by Chief Judge
Douglas O. Tice Jr., Heilig-Meyers and the committees agreed to
extend the company's exclusive plan filing period to April 13 from
Dec. 14 and its vote solicitation period to June 13 from Feb. 12.
The order says that on or after Jan. 23, each committee will have
the right to give the company a written notice saying it no longer
consented to the exclusivity extension. Heilig-Meyers' exclusivity
with respect to the committee that filed the notice will terminate
20 days after the company receives the notice. However, the
company has the right to ask the court for a hearing before the
20th day to consider whether there is cause to continue its
exclusivity. (ABI, 15-Dec-00)

LOEWEN GROUP: U.S. Bank Serving as Trustee for Series 3 & 4 Notes
According to a notice filed by U.S. Bank National Association,
U.S. Bank will serve as the successor indenture trustee to State
Street Bank and Trust Company under that certain Indenture dated
as of October 1, 1996, between and among Loewen Group
International, Inc. (LGII) as issuer, The Loewen Group, Inc.
(TLGI) as guarantor and Fleet National Bank, as trustee, pursuant
to which were issued certain Series 3 and 4 Senior Guaranteed
Notes in the original outstanding aggregate principal amount of

The Notice says that the claim of State Street against the Debtors
with respect to the indenture, the Series 3 and 4 Notes, and all
security for any or all of the claim and all related proofs of
claim have been transferred and assigned other than for security
to U.S. Bank, as successor trustee.

Such Claim, the Notice says, is in an amount not less than U.S.
$353,609,722.22 including:

(1) With respect to Note 3,

   principal in the amount of                     $ 125,000,000.00
   interest prior to June 1, 1999 of not less than  $ l,237,847.22

(2) with respect to Note 4,

   principal in the amount of $ 225,000,000.00
   interest prior to June 1, 1999 of not less than  $ 2,371,875.00


(3) interest on the Notes accrued and accruing subsequent to June
    1, 1999, to the extent permitted by law, and

(4) an undetermined amount of costs and expenses (including but
    not limited to reasonable attorneys' fees and expenses) of the
    Trustee accrued and accruing subsequent to June 1, 1999, to
    the extent permitted by law.

Pursuant to Section 6.09 of the Indenture and Federal Rule of
Bankruptcy Procedure 3003(c)(5), the Trustee is authorized to file
the proof of claim in order to have the claims of the Trustee and
the Noteholders against LGII allowed.

U.S. Bank's Notice says that, pursuant to the terms of the
Indenture and the Notes, on June 1, 1999, LGII was, and remains,
justly and truly indebted to the Noteholders in the aggregate
amount of not less than U.S. $ 353,609,722.22.

The Notice expressly says that while the total amount of post-
petition interest and costs and expenses cannot be calculated or
estimated at this time, the Trustee does not waive any right by
not stating a specific amount at this time. (Loewen Bankruptcy
News, Issue No. 31; Bankruptcy Creditors' Service, Inc., 609/392-

MARINER POST: Selling Coastal Health Care Center for $2,500,000
Mariner Post-Acute Network, Inc., together with its wholly-owned
subsidiary Living Centers of Texas, Inc. (LCT) and the other
Debtor affiliates, sought and obtained the Court's authority to
sell Coastal Health Care Center as a going concern, free and clear
of liens, claims, encumbrances, and interests, and exempt from
Transfer Taxes, for $2,475,000 in cash, subject to adjustments and

Specifically, the Debtors ask the Court to authorize, Pursuant to
11 U.S.C. sections 105(a), 363, 365 and 1146(c), and Fed. R Bankr.
P. 2002, 6004, 6006, and 9014:

(1) the respective amended Asset Purchase Agreement, by and
     between Donald P. Kivowitz, Heber S. Lacerda, Regency Nursing
     and Rehabilitation Centers, Inc. and/or an entity to be
     formed or designated by said parties as buyer and LCT as

(2) the sale of the facility and its related assets free and clear
     of liens, claims, encumbrances, and other interests;

(3) authorizing the rejection of certain executory contracts
     related to the facility;

(4) authorizing the assumption and assignment to Regency of the
     Medicare Provider Agreement between LCT and the Health Care
     Financing Administration to the Facility.

Coastal Health Care Center, a 150-bed licensed long-term care
skilled nursing facility, located in Texas, has been operating at
a loss. For the eleven months ended August 31, 2000, the Facility
produced operating losses of approximately $1,133,601, before
interest, taxes, depreciation, and amortization (EBITDA). The
average occupancy of the Facility was approximately 69.9%. The
Debtors tell Judge Walrath that the Facility's poor financial
performance is largely due to the significant insurance and
personal injury claims costs, which are $1,923,151 for the eleven
months ended August 31, 2000. For the fiscal year 2001, the
preliminary budget reflects approximately $2,364,327 in insurance
expenses, which is expected to result in an annual EBITDA loss of

The Debtors believe the transaction represents sound business
judgment because it will stop further losses associated with the
Facility, and in addition generate approximately $2.1 million of
net cash proceeds after adjustments and prorations to the purchase
price. 25% of the $2.1 million will be available for working
capital purposes and 75% of which for paying prepetition secured
lenders as adequate protection.

To sell this unprofitable nursing facility as a going concern is
significantly less costly than closing it, the Debtors tell Judge
Walrath, and Regency's offer was accepted because it was the best
that the Debtors received, in terms of the purchase price, the
amount of the earnest money deposit offered, and because of
Regency's ability to close the Sale. The Debtors tell the Court
that the highest offer was rejected because due diligence revealed
that the bidder could not consummate the sale on the terms
presented. The Debtors note that Regency has escrowed $150,000
that is currently non-refundable unless the Debtors' senior
secured prepetition lenders do not consent to the Sale, or the
Sale is not approved by this Court.

Pursuant to the proposed sale:

(1) LCT shall sell and assign to Regency all of LCT's right,
     title, and interest in and to the Assets which consists of:

     * Real Property including all easements, privileges,
        appurtenances, improvements and structures;

     * Personal Property, including all equipment, furniture,
        fixtures, inventory, and supplies;

     * Intangibles, including all licenses and permits, books and
        records and all existing agreements with residents and
        their guarantors, to the extent assignable; and

     * Going concern of the business, including the name of the
        business and the current telephone numbers.

(2) The Debtors will assume and assign to Regency the Medicare
     Provider Agreement between LCT and HCFA relating to the
     Facility, on terms which have been previously approved by
     HCFA and the Bankruptcy Court with respect to sales of
     similar facilities in MPAN cases; the Debtors will seek
     HCFA's approval of the terms with respect to Coastal Health;

(3) The Debtors will assume and assign the Medicare Provider
     Agreement and provider number applicable to the Facility to
     Regency after Regency o obtains HCFA approval of the change
     of ownership;

(4) Any claim of Medicare, the applicable fiscal intermediary, the
     Department of Health and Human Services, or any other party
     against the Debtors under the Medicare Provider Agreement
     arising prior to the Petition Date will continue to be
     treated as a prepetition claim with the same rights, status,
     and priority as if such Medicare Provider Agreement had been
     rejected, so that such claims will not become or be treated
     as administrative claims, and will not be offset against any
     of the Debtors' claims arising after the Petition Date, but
     instead, HCFA will be allowed to offset such claims, to the
     extent valid, against the Debtors' prepetition "prudent
     buyer" underpayment claim against Medicare;

(5) The rights accorded the United States under the Sale Order
     will constitute Cure under 11 U.S.C. section 365, so that
     Regency will not have successor liability;

(6) Regency (or its designee) will succeed to the quality of care
     history of LCT as to the Facility;

(7) The Service Contracts will be deemed rejected effective as of
     the Closing Date.

The Debtors submit that Regency is a "good faith" purchaser within
the meaning of Bankruptcy Code section 363(m), that the Purchase
Agreement is the product of extensive market effort, arms-length
negotiations, and the proposed sale will provide fair and
reasonable consideration to the Debtors' estates. (Mariner
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

MOTHERNATURE.COM: Common Stock Delisted from Nasdaq on Dec. 15
--------------------------------------------------------------, Inc. (Nasdaq: MTHR) announced that its common
stock has been delisted from the Nasdaq National Market, effective
December 15, 2000., which previously announced
that its stockholders had approved the Plan of Complete
Liquidation and Dissolution, has failed to maintain a minimum bid
price of $1.00 per share over the last 30 consecutive trading days
as required for continued listing. The Company's stock remains
traded on the OTC Bulletin Board., Inc. is an online retailer of vitamins,
supplements, minerals, and other natural and healthy living
products. The Company is also a provider of health information on
the Internet. The Company maintains its corporate office in
Concord, MA, a distribution center in Springfield, MA, and a
customer support center in Acton, MA.

NATIONAL HEALTHCARE: Settles Qui Tam Litigation for $27 Million
National HealthCare Corporation (AMEX:NHC), one of the nation's
oldest publicly traded long-term health care companies, announced
that it settled its Qui Tam lawsuit filed in 1996 in the United
States District Court of Florida. The lawsuit alleged that NHC had
submitted cost reports mis-allocating routine nursing services
between Medicare and other payors. The cost report periods in
question included over seven hundred cost reports and routine cost
limit exceptions filed for the calendar years 1991 through 1996.

NHC, the government and the original plaintiff have now settled
the lawsuit for a net amount of $17,435,000, which includes owned,
leased and managed centers. The total settlement was $27,000,000,
less a credit of $9,377,000 for monies that NHC's self-audit
process disclosed were owed by the government to NHC and its
managed centers. The net civil settlement of $17,435,000 contains
no penalties or fines and will be repaid over five years at 6%
interest, with no interest being charged for the first six months.
The settlement amount will be further reduced by future credits
resulting from the filing of Routine Cost Limit Exception Reports
for the years 1997 and 1998.

NHC President W. Andrew Adams said, "We are pleased to finalize
this litigation. Although NHC's filings for every year had been
reviewed by auditors for the government's Fiscal Intermediaries as
well as NHC's internal auditors, a new cost allocation standard
was retroactively required by the government. The Company
additionally stated that although the settlement required NHC to
enter into a "Corporate Integrity Agreement," NHC had implemented
its program and appointed its Corporate Compliance Officer over
two years ago."

NHC further reports that the settlement amount has previously been
reserved and will not have any negative impact on the Company's
reported earnings.

NHC operates for itself and third parties, 77 long-term health
care centers with 10,144 beds. NHC also operates or provides
services to 33 homecare programs, six independent living centers
and assisted living centers at 16 locations. NHC's other services
include managed care specialty medical units, Alzheimer's units,
accounting and financial services at 31 additional projects, and a
rehabilitation services company.

OWENS CORNING: Wants Extension of Lease Decision Period to June 4
Owens Corning and its debtor-affiliates are lessees under numerous
unexpired leases of nonresidential real property.  Many of these
Unexpired Leases are for facilities that are used for production,
warehousing, distribution, sales, sourcing, accounting and general
administrative functions that comprise the Debtors' businesses,
and are assets of the Debtors' estates. The Unexpired Leases, the
Debtors assert, are integral to their continued operations as they
seek to reorganize.

Owens Corning tells the Bankruptcy Court that although they have
initiated the process of reviewing their unexpired non-residential
real property leases to determine which are beneficial and which
are burdensome, given the large number of leases to analyze, the
complexity of the Debtors' chapter 11 cases, and the size of the
task of evaluating their Unexpired Leases, the Company simply have
not yet been able to assess the value or marketability of the
Unexpired Leases and make determinations with respect to which
Unexpired Leases should be assumed and which, if any, should he
rejected. Indeed, Owens Corning says, due to the enormity of the
task and the Debtors' immediate and primary focus on stabilizing
their businesses in the early stages of their chapter 11 cases, it
has proved impossible to adequately assess whether to assume
or reject the Unexpired Leases within the 60-day period specified
in 11 U.S.C. Sec. 365(d)(4).

The Debtors' decision whether to assume, assume and assign, or
reject particular Unexpired Leases, as well as the timing of such
assumption, assignment, or rejection, depends in large part on the
Debtors' business plans for the future. At this early juncture,
Owens Corning tells Judge Walrath, it is not possible for the
Debtors to determine whether or not each of the properties will
play a part in the Debtors' business going forward.

Against this backdrop, Owens Corning moves the Court for an order
pursuant to 11 U.S.C. Sec. 365(d)(4) extending the time within
which they may assume, assume and assign or reject unexpired
leases of nonresidential real property. Specifically, the Debtors
seek an extension through and including June 4, 2001, subject to
the rights of each lessor under an Unexpired Lease to request,
upon appropriate notice and motion, that the Court shorten the
Extension Period with respect to a specific Unexpired Lease and
specify a period of time in which the Debtors must determine
whether to assume or reject such Unexpired Lease.

The Debtors say that while they expect to seek the court's
permission to reject certain Unexpired Leases prior to
confirmation of a Plan, many of the Unexpired Leases will prove to
be desirable -- or necessary -- to the continued operation of the
Debtors' businesses. Necessary Leases, the Debtors suggest, will
simply be assumed under the terms of a Plan. Other Unexpired
Leases, while not necessary for the Debtors' ongoing operations,
may prove to be "below market" leases that may yield value to the
estates through their assumption and assignment to third parties.
Until the Debtors have had the opportunity to complete a thorough
review of all of the Unexpired Leases, however, they cannot
determine exactly which Unexpired Leases should be assumed,
assigned, or rejected.

The Debtors stress that they have paid or will bring current and
remain current on all of their postpetition rent obligations.
Thus, the relief requested by this Motion will not prejudice
landlords under the Unexpired Leases. Indeed, through the
operation of 11 U.S.C. Sec. 365(d)(3), the Debtors argue, the
landlords enjoy a preferred position that belies any notion that
they could be prejudiced. In contrast, if the 60-day period is not
extended, the Debtors will be compelled prematurely to assume
substantial, long-term liabilities under the Unexpired Leases
(potentially creating administrative expense claims) or forfeit
benefits associated with some leases, to the detriment of the
Debtors' ability to operate and preserve the going-concern value
of their business. Accordingly, the Debtors urge, the Court should
extend the time within which the Debtors may assume or reject any
Unexpired Lease as requested.

Consistent with Delaware practice, Judge Walrath entered a Bridge
Order extending the deadline to assume or reject to December 15,
2000, at which time the Court will consider the merits of the
Debtors' request. (Owens-Corning Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

PACIFIC GATEWAY: Nasdaq Continues Push to Delist Shares
Pacific Gateway Exchange, Inc. (Nasdaq: PGEX) received a Staff
Determination dated December 8, 2000 giving notice of additional
deficiencies and concerns.  Nasdaq noted that the Company is no
longer in compliance with the net tangible assets, annual
shareholders meeting and proxy solicitation requirements, as set
forth in Nasdaq Marketplace Rules 4450(a)(03)/4450(b)(01), 4350(e)
and 4350(g), respectively. In addition, Nasdaq noted that the
Company's Form 10-K for the fiscal year ended December 31, 1999
contained a "going concern" explanatory note in the audit opinion.
These matters were addressed at a hearing on December 14, 2000
before the Nasdaq Listing Qualifications Panel (the "Panel"), in
addition to the late filing of the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2000, which was
filed on December 6, 2000. The Panel has not yet ruled on whether
the Company's common stock will be delisted.

The Company's German subsidiary, Pacific Gateway Exchange
(Germany) GmbH, in accordance with its statutory obligations under
German law, today filed insolvency proceedings with the local
court in Dusseldorf, Germany. Pacific Gateway Exchange (Germany)
GmbH had previously shut down its operations. The Company's
English subsidiaries, Pacific Gateway Exchange (U.K.) Limited and
Onyx Internet, Ltd. received notice today that the Lenders under
the Company's Credit Agreement had appointed a receiver for
Pacific Gateway Exchange (U.K.) Limited and Onyx Internet, Ltd.
pursuant to security agreements entered into by those entities.
Under English law, the receiver takes control of the business of
the subsidiary and will dispose of the assets on behalf of the

PACIFICARE HEALTH: Faces Yet Another Shareholder Fraud Lawsuit
The law firm of Schiffrin & Barroway, LLP filed a class action
lawsuit in the United States District Court for the Central
District of California on behalf of all purchasers of the common
stock of PacifiCare Health Systems, Inc. (Nasdaq: PHSY) from
October 27, 1999 through October 10, 2000, inclusive.  

The complaint charges PacifiCare Health Systems and certain of its
officers and directors with issuing false and misleading
statements concerning the Company's business and financial
condition. Among other things, the Complaint alleges that
PacifiCare's interim results were false and materially misleading
due to its failure to properly record medical expenses.

Contact Schiffrin & Barroway, LLP (Marc A. Topaz, Esq. or Robert
B. Weiser, Esq.) toll free at 1-888-299-7706 or 1-610-667-7706, or
via e-mail at for additional information.  

PAUL HARRIS: Posts $22.2 Million Loss in Third Quarter
Paul Harris Stores, Inc. (Nasdaq: PAUHQ), a lifestyle specialty
retailer known for its privately branded women's apparel and
accessories, today reported a net loss of $22.2 million, or $2.03
per diluted share for the third fiscal quarter ended October 28,
2000 compared to a net loss of $1.0 million, or $0.09 per diluted
share for the same period last year. As previously reported, sales
for the quarter decreased to $57.9 from $62.6 million; comparable
store sales decreased by 8.1 percent.

Sales for the 39-week period ended October 28, 2000 increased to
$180.1 million from $177.5 million the prior year. The net loss
for the period was $ 40.3 million or $3.69 per diluted share
compared to a net loss of $0.9 million or $0.08 per diluted share
for the first nine months of last year.

Glenn Lyon, president and chief executive officer, said, "Although
anticipated, our third quarter results were disappointing none the
less. Weak sales resulting from the slow receipt of inventory
coupled with unavoidable, non-recurring expenses associated with
the sale of the J. Peterman Company and our Chapter 11
reorganization produced a substantial net loss for the quarter."
"Sales gained momentum weekly through the month of November,
culminating in extremely strong sales in the days following
Thanksgiving, producing an 8 percent comp store increase for the
month." Lyon remains optimistic about the future, "Our customers
have demonstrated a clear, strong acceptance of our new holiday
line, as evidenced by continuing robust sell throughs in all
categories. This better than plan sales performance, along with a
steady flow of new spring transitional fashions, will leave us
with a seasonally balanced merchandise assortment and well
positioned to begin the new fiscal year."

Richard R. Hettlinger, senior vice president and chief financial
officer, noted that the loss before income taxes for the third
quarter was $18.3 million compared to a loss of $1.6 million the
prior year. Primary factors causing this year's loss included an
increase in the cost of sales and additional losses associated
with the sale of the J. Peterman Company, as well as
reorganization expenses.

     * "Gross income was negatively impacted by decreases in the
selling margin primarily due to deep discounting and additional
reserves on end-of-season inventories, and the decrease in sales.
The company also took an additional $2.6 million write-down of the
recorded value of J. Peterman inventories.

     * "The $1.1 net increase in interest expense primarily
resulted from additional borrowing under the Company's revolving
line of credit to fund seasonal inventories and ongoing
operations, higher interest rates and amortization of increased
deferred loan costs.

     * "The reorganization expense of $3.1 million includes
estimated rejected lease claims of $1.5 million on nine stores
closed at the end of the third quarter, $1.2 million for the
write-off of leasehold improvements, equipment and fixtures of
those stores, with the balance attributable to professional fees."

Hettlinger also indicated that effective November 27, 2000 Nasdaq
delisted the Company's stock in accordance with its normal
procedures subsequent to a company filing for reorganization under
Chapter 11 of the United States Bankruptcy Code. He further noted
that "The Company's shares continue to trade in the Over the
Counter (OTC) market. The future status of the stock is dependent
upon the condition of the company upon emergence from bankruptcy."

Paul Harris ( ) operates 302 Paul Harris and
Paul Harris Direct stores located in 28 states.

PEGASUS INSURANCE: S&P Assigns Bpi Financial Strength Rating
Standard & Poor's assigned its single-'Bpi' financial strength
rating to Pegasus Insurance Co.

Key rating factors include significant catastrophe exposure,
marginal ROR, and modest operating scope.

Based in Jacksonville, Fla. (domiciled in Oklahoma), Pegasus
writes excess and surplus lines property coverage, with homeowners
multi-peril and fire as its primary products.

Business in the company's major state, Florida, constitutes all of
its business, and its products are distributed primarily through
an affiliated managing general agent, Mobile America Insurance
Group Inc. The company, which began business in 1986, is licensed
in Florida and Oklahoma. It is wholly owned by Mobile America
Corp. Affiliate companies include Fortune Insurance Co. (triple-
'Cpi' financial strength rating) and Fortune Life Insurance Co.
(not rated).

Major Rating Factors:

   -- The company has a significant gross product line exposure to
       catastrophes, a limiting factor. Currently, 100% of net
       premiums written are in Florida. In 1999, the company
       incurred losses of $500,000 from Hurricane Irene. The
       company's catastrophe program consists of four layers, with
       the company's exposure limited to 5% of losses in excess of
       $1.3 million up to $15 million.

   -- Operating performance has been marginal, with a five-year
       average ROR of 3.2%. The drop in net income of $200,000 in
       1999 compared with the prior year was caused primarily by a
       decline of $800,000 in net underwriting income, offset by
       an improvement of $600,000 in other income. In addition,
       the company has volatile returns. For example, ROA ranged
       from negative 3.2% to positive 5.4% for 1996 and 1998,
       respectively. This is a limiting factor.

   -- The company's premium volume is relatively modest and
       displays more volatility than other higher-rated companies.
       Year-to-year changes in net premiums written have varied
       from negative 33.2% to more than 1,000% since 1993, when
       the company's net writings totaled less than $1,000.
       Surplus stood at $5.4 million at year-end 1999, and total
       1999 net premiums written amounted to $2.8 million.

   -- At year-end 1999, capital adequacy, as measured by Standard
       & Poor's capital adequacy model, remained strong. However,
       the company's level of geographic and product line
       concentration requires even greater capitalization for it
       to attain a secure-range rating.

Although Pegasus (NAIC: 12530) is a member of the Mobile America
Insurance Group, the rating does not include additional credit for
implied group support.

PRIME RETAIL: Revised 3rd Quarter Financials Cut Loss in Half
Prime Retail, Inc. (NYSE: PRT, PRT.PRA, PRT.PRB) announced revised
GAAP earnings for the three and nine months ended September 30,
2000. The GAAP earnings were revised from those reported by the
Company on November 14, 2000. Such revision had no effect on
previously reported third quarter 2000 funds from operations
results or on GAAP earnings for any other prior periods.

In its previously reported GAAP earnings, the Company recognized a
loss on sale of real estate of $9.6 million related to the August
31, 2000 termination of the sale of a 70% joint venture interest
in Prime Outlets at Hagerstown and the sale of a 70% joint venture
interest in a proposed expansion to Prime Outlets at Williamsburg
which was not constructed. The revised earnings reflect the
correction of this loss by reducing deferred income which was
previously recorded in connection with the sales of Prime Outlets
at Birch Run and Prime Outlets at Williamsburg to the same joint
venture. The deferred income has been reduced by $9.6 million due
to a decrease in anticipated proceeds resulting from the
termination of these sales.

The effect of the adjustment for the three months ended September
30, 2000 was to reduce the net loss applicable to common shares to
$(9,252) or $(0.21) per basic and diluted common share from the
previously announced $(18,802) or $(0.43) per basic and diluted
common share. The effect of the adjustment for the nine months
ended September 30, 2000 was to reduce the net loss applicable to
common shares to $(48,066) or $(1.11) per basic and diluted common
share from the previously announced $(57,616) or $(1.32) per basic
and diluted common share. The attached tables reflect the
Company's November 14, 2000 release after adjustment for the
revised earnings information.

Prime Retail is a self-administered, self-managed real estate
investment trust engaged in the ownership, development,
construction, leasing, marketing and management of outlet centers
throughout the United States and Puerto Rico. Prime Retail's
outlet center portfolio consists of 52 outlet centers in 26 states
and Puerto Rico totaling approximately 15.1 million square feet of
GLA. The Company also owns three community shopping centers
totaling 424,000 square feet of GLA and 154,000 square feet of
office space. Prime Retail has been an owner, operator and a
developer of outlet centers since 1988. For additional
information, visit Prime Retail's web site at

QUENTRA NETWORKS: Calif. E-Commerce Provider Files for Chapter 11
Quentra Networks, Inc. (Nasdaq: QTRA), a provider of localized
residential e-commerce and telecom services, today announced that
it has filed a petition for Chapter 11 protection with the U.S.
Bankruptcy Court for the Central District of California.

"We have taken this step as part of an on-going effort to
restructure and ultimately strengthen the Company's financial
condition," said Bruce Ballenger, Quentra's recently appointed
chief executive officer. "Our goal is the rapid development and
execution of plans that will deliver value to our stakeholders.

We believe we will be able to reorganize Quentra to provide
maximum value to our creditors and shareholders as well as to be a
profitable and successful company.

"Quentra will continue to maintain normal business operations for
its customers. Our core business going forward will be the
delivery of bundled e-commerce and telecom services from
HomeAccess. Thanks to the diligent efforts of our employees,
vendors, marketing partners and customers, we are currently
conducting final testing and will be delivering the first set of
Web phones for the HomeAccess deployment in Portland, OR. We
expect to initiate that deployment shortly and expect to ramp up
quickly to meet the level of anticipated demand," said Ballenger.

Quentra recently announced it has taken actions to significantly
lower its operating expenses by reducing the size of its
workforce, primarily in its retail and international telecom
operations and plans to consolidate the majority of the Company's
remaining operations and employees. In addition, the Company
previously announced that it is actively pursuing options that
could result in the divestiture of significant portions of its
telecom businesses, which could further reduce operating losses.

About Quentra Networks, Inc.

Based in Los Angeles, CA, Quentra Networks, Inc. (Nasdaq: QTRA)
provides localized, residential e-commerce services using Internet
appliances such as Web phones and wireless personal digital
assistants (PDAs) as well as telecommunications services. Quentra
develops and markets software systems that enable residential
consumers to connect with multiple Internet services and local
vendors. Consumers are provided with a "personal portal" to local
electronic content and services, including local and long distance
calling, messaging, news and information, financial services, bill
presentation and payment, travel and entertainment, directory
search, shopping as well as personal productivity services. For
more information on Quentra, please visit the Company's Web site: or call 1-310-235-0310.

QUENTRA NETWORKS: Group Long Distance Terminates Merger Agreement
GROUP LONG DISTANCE, INC. (Pink Sheets:GLDI) announced that it had
terminated its previously announced Agreement and Plan of Merger
with Quentra Networks, Inc. (formerly Coyote Network Systems,

QUENTRA has announced that it has filed for bankruptcy protection.

GROUP LONG DISTANCE is a long distance telecommunications
provider. The Company utilizes special network service contracts
to provide its customers with products and services through major
nationwide providers of telecommunications services. Group Long
Distance is located at 400 E. Atlantic Boulevard, First Floor,
Pompano Beach, FL 33060

RECYCLING INDUSTRIES: Two Recycling Units Shutter Operations
Jacobson Metal Co. of Chesapeake, Va., and Peanut City Iron &
Metal Co. Inc. of Suffolk, Va., have closed down, according to a
newswire report. The two scrap metal recycling outfits were owned
by the same company, Recycling Industries Inc. of Englewood,
Colo., which has been trying to reorganize its finances in a
chapter 11 bankruptcy in the federal bankruptcy court in Denver.
The bankruptcy judge dismissed the case on Dec. 6. The U.S.
Trustee handling the case requested the dismissal.

When Recycling Industries filed for bankruptcy in February 1999,
Jacobson Metal employed 60 people. Peanut City Iron employed 15
people in 1998. Both firms collected metal scrap such as old cars
and appliances, processed it into more manageable chunks and sold
the steel bits to steel mills that reproduced it into new
products. Recycling Industries acquired the two companies in 1997.
General Electric Capital Corp., owed $120 million, was the
principal secured creditor. Bondholders were due another $110
million and unsecured creditors were owed between $10 million and
$15 million. (ABI, 15-Dec-00)

SCOUR, INC: CenterSpan Says No Free Service After March Re-launch
CenterSpan Communications Corp., the new owners of Scour's file-
swapping technology, plans to start charging users when the
service is re-launched sometime before March, according to a
newswire report. "There are not the opportunities that there once
were for the download of free content," said CenterSpan spokesman
Keith Halasy. "It's been shown that content holders won't accept a
free model."

The new Scour will have digital rights management elements built
into the technology. That means 4.5 million registered users
should throw away the Scour application that has been dormant
since the company was deactivated in November. The old Scour
application won't work on the new CenterSpan version either, said
Halasy. CenterSpan has already begun testing the new service,
code-named C*, pronounced "C star." It mixes Scour's peer-to-peer
file-swapping technology with CenterSpan's "Socket" programming,
which it already uses for online gaming. The C* service will be
paraded around in January to potential investors and business
partners, Halasy said. No release date is scheduled so far. (ABI,

SUNCHOICE MEDICAL: Medline Industries Steps Forward to Buy Assets
Medline Industries, Inc., has reached an agreement in principle to
acquire certain assets of SunChoice Medical Supply, Inc.
(Albuquerque, N.M.), subject to U.S. Bankruptcy Court approval,
the companies jointly announced today. Sun Healthcare Group, Inc.,
parent company of SunChoice, is currently reorganizing under
Chapter 11 of the U.S. Bankruptcy Code.

SunChoice provides medical supplies, durable medical equipment and
over-the-counter medications primarily to the long-term care
market. Medline, with projected sales of over $1 billion in 2000,
is the largest privately held manufacturer and distributor of
health care supplies in the United States. The acquisition will
strengthen Medline's position as one of the largest suppliers
of health care products to the long-term care market.

Under the agreement, Medline will purchase certain assets of
SunChoice, including product inventory. Medline will also employ a
number of SunChoice workers, including a sales force of 40 people.
"The acquisition will help us expand our sales penetration and
presence in certain key segments of the nursing home and home care
markets," said Andy Mills, president of Medline. "This will help
continue our growth in the long-term care market and strengthen
our leadership position for the foreseeable future."

"The sale of these assets is consistent with our reorganization
plan," said Mark Wimer, president and chief executive officer of
Sun Healthcare Group, Inc.

"We are very excited about developing an ongoing relationship with
Medline and this transaction moves us closer to our emergence from

Medline's annual sales growth has averaged approximately 20% over
the last five years, including sales to the acute care and long-
term care markets.

SunChoice employs more than 160 people in its eight regional
distribution centers and 40 people in the New Mexico corporate
office. SunChoice will retain its name, along with purchasing and
e-commerce operations in Albuquerque. Jim Hosley will continue to
run SunChoice.

Medline, with a sales force of over 550 people, distributes more
than 100,000 products to hospitals, extended care facilities,
surgery centers, hospital laundries, home care dealers and
agencies and other alternate site markets from its 21 distribution
centers in the U.S. With five manufacturing facilities in North
America, Medline manufactures 70 percent of the products it
sells. More information about Medline can be found at

Sun Healthcare Group is a diversified health care provider,
headquartered in Albuquerque, N.M. Sun companies operate long-term
and post-acute care facilities, provide rehabilitation therapy,
pharmaceutical services, home health care, consulting and other
services for the health care industry.

TSR WIRELESS: Paging Service Will Continue in Chapter 7 Wind-Down
TSR Wireless, LLC announced that the U.S. Bankruptcy Court for the
District of New Jersey has authorized TSR Wireless to continue to
operate its nationwide paging and wireless communications
business.  On December 8, 2000, TSR Wireless commenced a voluntary
proceeding under Chapter 7 of the Bankruptcy Code in order to
efficiently wind-down its company owned and branded retail stores
and to facilitate the prompt sale of its wireless communications
business. Charles M. Forman, with the firm of Forman Holt &
Eliades LLC, was appointed as the interim Chapter 7 Trustee.

TSR Wireless is a leading nationwide provider of wireless
communications services, with over 2.3 million subscribers. The
Company's existing infrastructure consists of local, regional and
nationwide one-way messaging networks, with over 2,300
transmitters deployed, and a regional two-way messaging network,
deployed primarily in California, with approximately 80
transmitters and receivers deployed. One-way messaging services
are offered in 35 metropolitan markets, covering approximately 2/3
of the U.S. population. The Company also owns two nationwide
narrowband PCS licenses, which allow the Company to provide two-
way enhanced messaging services.

You can obtain further information from TSR Wireless, 2200
Fletcher Avenue, Fort Lee, New Jersey 07024, 201-947-5300 or from
Charles M. Forman, Forman Holt & Eliades LLC, 218 Route 17 North,
Rochelle Park, New Jersey 07662, 201-845-1000.

UNITED DOMINION: Moody's Puts Debt Rating on Review for Downgrade
Moody's Investors Service has revised its review of the long-term
debt rating of United Dominion Industries, Inc., to a possible
downgrade.  The ratings were originally placed under review with
direction uncertain on October 6, 2000, when the company announced
that it was considering a possible sale of the company. The review
change reflects the company's recent announcement that it has
ended discussions about the possible sale and that it has lowered
earnings expectations for the fourth quarter of 2000. Moody's said
its review will focus on the company's ability to execute its
business strategies and improve financial returns as end markets
continue to soften. The review will also assess the stability and
predictability of cash flow generation, the company's capital
structure, and potential areas of financial flexibility. In
addition, the possible timing of and use of net proceeds from
asset sales will be explored.

Rating under review:

     * United Dominion Industries, Inc. -- (P)Baa2 for senior,
unsecured securities issued pursuant to a 415 registration, when
guaranteed by United Dominion's ultimate Canadian parent, United
Dominion Industries Limited and an intermediary holding company,
United Dominion Holdings, Inc.

The rating agency observed that the company has terminated the
possible sale of the company due to not receiving "sufficient
value"offers for shareholders and will assess whether the
difference in perception between potential buyers and the company
could possibility lead to further cost restructuring and asset
impairment charges. At the same time, United Dominion gave
earnings guidance for the fourth quarter of 2000 roughly 20% lower
than last year. Moody's said the downward revision in financial
results reflects the weaker end markets in which the company
participates and noted that 2001 will be challenging for the same
reasons, potentially further negatively impacting the company's
financial performance. Credit measures have already deteriorated.
For the nine months ended September 30, 2000, debt to
capitalization was 47% as compared to 45% at year-end, while
interest and cash flow to total debt coverages weakened to 3x and
14% from 4.7x and 21%, respectively.

United Dominion has announced over the course of the year various
operations for sale including its Door Products Division, Fenn
Manufacturing, and its Agricultural Equipment Division. During its
review, the rating agency will assess the progress on selling
these non-core businesses, as well as the timing of and net
realizable proceeds from these transactions and how such proceeds
will be applied among investment, debt paydown, and share
repurchase opportunities.

United Dominion Industries Inc., headquartered in Charlotte, NC,
is a diversified manufacturer of proprietary engineered products
in four business segments -- Flow Technology, Machinery, Specialty
Engineered Products, and Test Instrumentation.

VENCOR INC: Court Approves 4th Amended Disclosure Statement
Vencor, Inc., announced that the United States Bankruptcy Court
for the District of Delaware has approved the adequacy of the
information contained in the Company's fourth amended disclosure
statement and the short-form of the fourth amended disclosure
statement.  The Company intends to distribute the Disclosure
Materials on or before December 29 to solicit approval of the
Company's fourth amended plan of reorganization filed with the
Court on December 14.  

The Court has established November 30, 2000 as the record date for
determining parties entitled to vote on the Amended Plan and has
approved the voting, balloting and solicitation procedures for the
Amended Plan. In addition, the Court has scheduled a confirmation
hearing on the Amended Plan for March 1, 2001.

The Amended Plan and the related Disclosure Materials represent
the Company's best efforts to embody understandings that it has
reached with all of its major creditor constituencies. All parties
have reserved their right to determine whether or not they will
vote for the Amended Plan.

In addition to the factors noted below, the confirmation and
consummation of the Amended Plan are subject to a number of
material conditions including, without limitation, the receipt of
the requisite acceptances from various creditor classes to confirm
the Amended Plan and the Court's determination that the Amended
Plan satisfies the statutory requirements for confirmation under
the bankruptcy code. There can be no assurance that the Amended
Plan, as submitted, will be confirmed or consummated.

Vencor and its subsidiaries filed voluntary petitions for
reorganization under Chapter 11 with the Court on September 13,

Vencor, Inc. is a national provider of long-term healthcare
services primarily operating nursing centers and hospitals.

VLASIC FOOD: Moody's Downgrades Senior Subordinated Notes to C
Moodys' Investors Service downgraded the ratings of Vlasic Food
International Inc.'s $200 million senior subordinated notes, due
2009, to C from Caa1, and its $320 million senior secured credit
facility, maturing February 2001, which is secured by
substantially all assets of the company, to Caa1 from B2. The
senior implied rating is Ca, and the rating outlook is negative.
The senior unsecured issuer rating is Ca. The ratings were
previously lowered on February 14, 2000 and placed on review for
possible further downgrade (senior implied and senior secured
credit facility to B2 from Ba3, and subordinated notes to Caa1
from B2).

The rating action and negative rating outlook reflect the lack of
finalization of a sale of the company's major remaining assets
(although active discussions are on-going with one or more buyers
with the assistance of the company's advisor, Lazard Freres &
Co.), uncertainty concerning the timing of such asset sales and
the range of recovery values, lower suggested recoveries from
asset sales than we previously expected, very limited liquidity
(while recognizing significant management efforts since the first
quarter of 2000 to reduce expenses, improve working capital
management, optimize necessary production, and make asset sales),
and the high risk of default and a bankruptcy filing. The rating
action also reflects our concerns about potential declining asset
values resulting from possible reduced product promotion and
investment, and the possible negative effect on the sales process
of other food industry consolidation completed during 2000. The
ratings continue to reflect the low growth and mature
characteristics of its two core product lines, Vlasic pickles and
Swanson frozen foods, and the contractual subordination of the
subordinated notes to a substantial amount of senior secured debt.

We understand that Vlasic has approximately $13 million cash and
$20 million available under its $35 million secured revolving
credit facility (which is provided 50% by the bank group and 50%
by the Dorrance family participants, descendants of one of the
founders of Campbell Soup Company; Campbell spun-off various
businesses to Vlasic in March 1998 when Vlasic became an
independent publicly owned company.). The company has announced
that it is unlikely that it will be able to make the $10.25
million senior subordinated notes interest payment, due January 2,
2001. Also, under the terms of the credit facility waiver that
expires on February 28, 2001, if an escrow is not funded with the
amount of the January interest payment by December 28, 2000, the
banks could accelerate the bank loans and block payment of the
interest. The waiver also provides that the January interest
payment may not be funded with funds from operations, asset sales,
or the credit facility, and there is no indication of funding
available from another source. If the January interest payment is
not paid within 30 days of the due date, there would be an event
of default under the senior subordinated notes.

For the first quarter ended October 29, 2000, excluding $117
million of writedowns of impaired assets related to the company's
UK and Omaha frozen food plant assets, the company reported
approximately breakeven operating income, EBITDA of about $7
million, and proceeds of assets sold of $5 million, as compared
with interest of $15 million and capital expenditures of $2

Vlasic Foods International Inc., headquartered in Cherry Hill, New
Jersey, sells primarily frozen and packaged foods products under
the Vlasic, Swanson, Hungry-Man, and Open Pit brand names in the
US, and in the UK under the Freshbake and SonA brands.

WHEELING-PITTSBURGH: Judge Bodoh Approves $290MM DIP Facility
Court Approves DIP Financing for Wheeling-Pittsburgh Steel Corp.
Federal Bankruptcy Court Judge William T. Bodoh approved Wheeling-
Pittsburgh Steel's debtor-in-possession financing facility,
according to a newswire report.  Wheeling filed chapter 11 on Nov.
16 and received interim approval of the company's $290 million DIP
facility on Nov. 17.  The Youngstown, Ohio-based Wheeling is a
wholly-owned subsidiary of the N.Y.-based WHX Corp. WHX and its
other subsidiary companies, Unimast and Handy & Harman, are
unaffected by the steel company's chapter 11 filing.  (ABI 15-Dec-


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

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

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

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


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

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

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

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

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