TCR_Public/001221.MBX         T R O U B L E D   C O M P A N Y   R E P O R T E R

          Thursday, December 21, 2000, Vol. 4, No. 249


ARMSTRONG WORLD: Gets Okay to Pay Service Center Claims
BANKCTEC INC: Fitch Cuts Rating on Senior Notes Due 2008 to CCC+
BENZ ENERGY: President Herlin Says Look for Spring Emergence
BORDEN INC: Moodys Places Ratings on Review for Possible Downgrade
BREW MOON: Sells Four Restaurants in Wake of Bankruptcy Filing

CAVION TECHNOLOGIES: 80% Reduction in Staff; Considers Bankruptcy
CFP HOLDINGS: Moody's Downgrades Senior Notes Due 2004 to Ca
DADE BEHRING: Moody's Junks Rating on 11.125% Senior Sub Notes
DIMAC CORPORATION: Delaware Court Confirms Chapter 11 Plan
DYNACORE HOLDINGS: Plan Declared Effective on December 18

eTOYS: Only Enough Cash through March; Goldman Sachs Seeks Buyer
GENESIS/MULTICARE: Agree to Lift Stay for Insured Tort Claim
GLOBAL OCEAN: Plan Confirmed with 98% Bondholder Acceptance Rate
GREAT ATLANTIC: Moody's Continues to Review Ratings for Downgrade
IMPERIAL HOME: Files Plan of Reorganization & Disclosure Statement

IMPERIAL SUGAR: Texas Sugar Maker Considers Filing for Bankruptcy
JCC HOLDING: President Burford Relates Views on State's Release
JITNEY-JUNGLE: Court Okays Winn-Dixie 68-Store Purchase
KAISER ALUMINUM: Moody's Completes Review & Says Outlook Negative
KENETECH CORP: Amends Merger Agreement to Reduce Number of Shares

LACLEDE STEEL: Judge Schermer Confirms Plan of Reorganization
LOEWEN GROUP: Rejecting Burdensome Shareholder & Acquisition Deals
MARINER POST: Stipulates to Extend Bar Date for Mayer Venture
NORTHSTAR CBO: S&P Places Ratings on CreditWatch
PENTAIR INC: Moody's Reviewing Debt Ratings for Possible Downgrade

PENTAIR INC: S&P Puts Manufacturer's Ratings on CreditWatch
RELIANCE GROUP: High River Launches Offer for 9% Senior Bonds
SOUTHERN UNITED: S&P Lowers Financial Strength Rating to Bpi
UNITED DOMINION: Fitch Downgrades Senior Notes to BBB
VENCOR, INC: Settling Chicago Environmental Claims with Empe

VLASIC FOODS: Pickle Maker Warns SEC of Possible Bankruptcy Filing
WESTPOINT STEVENS: Fitch Ratchets Senior Note Rating Down to BB-
WHEELING-PITTSBURGH: Employs Debevoise & Plimpton as Lead Counsel


ARMSTRONG WORLD: Gets Okay to Pay Service Center Claims
Armstrong World Industries uses a two-step network for the
distribution and sale of its products in North America. AWI sells
the majority of its vinyl and laminate flooring products,
residential ceiling/grid products, and installation/accessory
products through building products distributors known as Sales
Service Centers:

        J J Haines & Company
        Belknap White Group, Ltd.
        Tri-West Ltd.
        William M. Bird Company
        Florstar Sales, Inc.
        Apollo Dist. Co., Inc.
        Cain & Bultman, Inc.
        Ohio Valley Flooring
        Adleta Co.
        Readers Wholesale Dist. Inc.
        B. R. Funsten
        W C Tingle Co.
        Sea-Pac Sales Co.

AWI processes orders received form these Sales Service Centers by
shipping its products directly to the Centers through a freight
carrier or to specific job sites on behalf of the Sales Service
Centers. The Centers also re-sell AWI's products to retailers,
builders, contractors, installers, and other industries. The
Centers pay AWI for the products they receive within 18 to 30 days
from the date the products are delivered.

AWI also sells a significant portion of their products to
corporate retail accounts and floor national accounts, including
home center chains and industry buying groups. AWI services orders
received from some of these corporate retail account customers by
shipping products directly to these customers. A substantial
portion of orders received from corporate retail account
customers, however, are serviced by the sales service centers. By
directing the sales service centers to deliver products to the
corporate retail account customers on AWI's behalf, the sales
service centers are able to provide warehouse and sales service
functions to AWI and ensure prompt delivery of products to
corporate retail account customers.

Upon a Center's delivery of products to a corporate retail account
customer, the Center bills AWI for the cost of materials, freight,
and the fees associates with delivery and service. AWI bills the
retail account customer for the costs payable by the customer and
pays the Center within 5 days from the date the products are
shipped by the Center to the Customer.

By a Motion presented to the U.S. Bankruptcy Court for the
District of Delaware, the Debtors sought and obtained authority
for AWI to pay the prepetition claims held by the Sales Service
Centers for the cost of materials, freight and fees described
above, to the extent AWI determines such payments to be feasible
and appropriate. The Debtors also requested and obtained authority
for AWI to pay any additional amounts due to such other entities
that AWI may hereinafter determine to hold prepetition Sales
Service Center claims. The Debtors estimated that the aggregate
amount of these potential payments will not exceed $4,200,000.
(Armstrong Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

BANKCTEC INC: Fitch Cuts Rating on Senior Notes Due 2008 to CCC+
Fitch has lowered BancTec Inc.'s (BancTec) `B+' rated $150
million, 7.5% senior unsecured notes due 2008 to `CCC+' and `BB'
rated $88 million senior secured credit facilities to `B'. The
ratings remain on Rating Watch Negative. The downgrade reflects
the company's decreased operational and financial performance, the
limited financial flexibility and potential for reduced liquidity
despite the recent temporary resolution of its bank covenant
violations, and the risks associated with the company's ongoing
restructuring plan. Resolution of the Rating Watch will be
determined subsequent to the company's renegotiations with banks
regarding waivers of covenant violations which expire on Dec. 31,

The company's weakened profile has resulted from lower than
anticipated revenues and increased costs in its integrated
business solutions and Plexus businesses, contracts which continue
to be in a loss position due to delayed implementations as well as
the non-renewal of other contracts. Consequently, the weakened
financial and operating performance has continued through the
first nine months of 2000. Although the company posted modest
positive EBITDA for YTD Sept. 30, 2000, for latest twelve months
(LTM) ending Sept. 30, 2000, EBITDA margins declined significantly
to a negative 2.6%, with adjusted LTM EBITDA at a negative $13
million resulting in an interest expense coverage deficiency.
BancTec's balance sheet remains highly leveraged as a result of
the July 1999 LBO of the company and the subsequent
recapitalization by Welsh, Carson, Anderson, and Stowe (WCAS), a
private investment firm.

As part of BancTec's amended credit facilities BancTec's primary
owners WCAS, agreed to increase its guarantee of the bank debt
from $10 million to $35 million. In addition, BancTec obtained $15
million in cash proceeds from a preferred stock issuance to WCAS.
As a result, certain provisions in the credit agreements were
amended, such as less stringent financial covenants and waiver of
existing covenant violations and/or events of default. However, as
mentioned, these waivers expire Dec. 31, 2000, which raises
questions concerning the company's liquidity and financial
flexibility going forward.

BENZ ENERGY: President Herlin Says Look for Spring Emergence
Houston-based Benz Energy Inc., an oil and gas exploration company
that defaulted on its senior credit facility after two-thirds of
its reserves dried up, plans to emerge from bankruptcy in the
first quarter, according to a newswire report. Bob Herlin,
president of both Benz and its wholly-owned subsidiary, Texstar
Petroleum Inc., made the announcement after winning court approval
for $90,000 in cash funding. Aquila Energy Capital, the holder of
$32.5 million of Benz debt, traded the debt and the emergency cash
infusion for the sum total of the debtor's gas and oil reserves
that served as collateral for the debt. Benz and Texstar Petroleum
filed separately on Nov. 8 in U.S. Bankruptcy Court in Tyler,
Texas, after Aquila accelerated its $25.7 million senior secured
credit facility and Benz then defaulted on interest payments on
its debentures.

Benz has $20.8 million in debt in senior subordinated convertible
debentures and $38 million in claims tied to holders of preferred
and common stock, while its sole asset is a $53 million investment
in its Texstar subsidiary. Texstar has claims of about $8 million
in secured debt in the form of $5 million from Encap Energy
Investment and $3 million in trade claims as the operating arm of
privately-held Benz. (ABI, 19-Dec-00)

BORDEN INC: Moodys Places Ratings on Review for Possible Downgrade
Moody's Investors Service placed the ratings of Borden Inc.
(Borden) on review for possible downgrade. The rating action is
prompted by the company's increased leverage and its weaker
earnings and creditor protection than were previously anticipated.
The review will focus on evaluating the near and intermediate term
effect of higher raw material, energy and other costs and the
company's earnings outlook in each of its business segments, as
well as projected leverage and other creditor protection measures,
and its financial policies.

Ratings placed on review for possible downgrade:

   a) Senior Implied, Ba1

   b) Senior Unsecured Issuer Rating, Ba1

   c) $810 million revolving credit facility, maturing 2002, Ba1

   d) $117 million debentures, due 2021, Ba1

   e) $250 million notes, due 2023, Ba1

   f) $79 million sinking fund debenture, due 2016, Ba1

   g) $49 million sinking fund debenture, due 2019, Ba1

   h) $7.8 million industrial revenue bonds, SER. 1982, due 2012,

   i) $2 billion shelf, senior debt securities, multiple seniority
       (P)Ba1, (P)Ba3, (P)ba3

During the third quarter ended 9/30/00 the company experienced
significant margin erosion, which was attributed primarily to
substantially higher costs of its primary raw materials (methanol,
phenol and urea), competitive conditions, the time lag required to
make price adjustments mainly for forest product resins, higher
energy costs, and higher selling, general and administrative

The combined company financial statements are used to evaluate the
credit because the companies that comprise Borden Foods Holdings
Corp. (Food Holdings) guarantee Borden's credit facility and its
publicly held debt on a pari passu basis. However, it is
recognized that if Foods Holdings' assets are sold, net proceeds,
if not reinvested, may be distributed to the parent, and the
credit facility availability would be reduced by a like amount.
The combined company financial statement includes Borden Inc.
Consolidated (primarily Borden's chemical and consumer adhesives
businesses) and Borden Foods Holdings Corp. (principally its
pasta, pasta sauces, bouillon, dry soups, and shelf stable meals
business segments). On a combined basis Debt increased 25% as of
9/30/00 to $702 million from $562 million as of 12/31/99. At Debt
of $702 million, Debt/Adjusted Nine Month annualized EBITDA is
4.3x. EBITDA is adjusted for certain non-recurring charges and
credits, such as for restructuring and divestitures. EBITDA is not
adjusted for certain food introduction costs in 2000 that are not
expected to occur in 2001. (Leverage is materially higher if
adjusted to include operating leases of about $229 million at 8
times 1999 rents of $29 million, and loans payable to Food
Holdings of about $200 million related to Food Holdings' practice
of lending all free cash to Borden.) For the nine month period
ended 9/30/00 EBIT/Interest was .7x and Adjusted EBITDA/Interest
was 2.6x. Capital expenditures during the nine month period almost
equalled adjusted EBITDA, and significant common and preferred
stock dividends were paid.

Borden Inc., based in Columbus, Ohio, is a leading producer of
specialty and industrial chemicals (primarily formaldehyde,
melamine, resins and coatings), and consumer adhesives, and Borden
Foods Holdings Corp., its guarantor, manufactures foods
(principally pasta and sauces, bouillon and dry soups).

BREW MOON: Sells Four Restaurants in Wake of Bankruptcy Filing
The Boston-based Brew Moon Enterprises Inc. has filed for
bankruptcy protection and last week sold four of its five
restaurant-microbreweries to a larger, Louisville, Colo.-based
operator of similar brew pubs. Rock Bottom Restaurants Inc. on
Monday assumed operational and financial management of the Brew
Moons in Boston, Cambridge, Braintree and King of Prussia, Pa. The
Brew Moon in Honolulu will not be part of the sale, but will
continue to operate, according to documents filed in U.S.
Bankruptcy Court. (New Generation Research, Inc., 19-Dec-00)

CAVION TECHNOLOGIES: 80% Reduction in Staff; Considers Bankruptcy
Cavion Technologies Inc., whose secure communications network
allows credit unions to offer Internet banking products and
electronic-commerce services, said that it was cutting 80 percent
of its staff and may seek bankruptcy protection, according to a
Reuters report. The Englewood, Colo.-based company said it was
unable to meet its payroll on Dec. 15 and that it did not raise
funds over the weekend to fund the payroll. Cavion plans to keep
its network running by utilizing a downsized staff additional
funds can be raised or the company is sold. The company also said
it was considering various options, including seeking bankruptcy
protection.(ABI, 19-Dec-00)

CFP HOLDINGS: Moody's Downgrades Senior Notes Due 2004 to Ca
Moody's Investors Service downgraded the rating of CFP Holdings,
Inc.'s (CFP) $115 million guaranteed senior notes, due 2004, to Ca
from Caa1. The senior implied rating is Ca. The senior unsecured
issuer rating is C. This completes our review of the ratings,
which on November 16, 2000 were lowered and placed on review for
possible further downgrade.

The rating action reflects the company's significantly reduced
liquidity, increased raw material costs and the lag period
required to pass on the higher costs, the uncertain ability of the
company to make the January 2001 bond interest payment and future
debt payments, the uncertainty concerning the future willingness
of its lenders to permit overadvances or waive possible future
covenant defaults, and the lack of indication of whether the
equity sponsor will provide additional equity. We understand that
the bank lender has amended the loan agreement to re-set the
leverage ratio and waived its non-compliance as of the quarter
ended September 2000, and that the equipment lessor has not yet
waived non-compliance. Additional rating considerations were
discussed in our press release dated November 16, 2000.

CFP Holdings, Inc., headquartered in Philadelphia, PA, is a
processor and marketer of meat and poultry products.

DADE BEHRING: Moody's Junks Rating on 11.125% Senior Sub Notes
Moody's Investors Service downgraded the ratings of Dade Behring,
Inc. The ratings affected are as follows:

   a) $350 million 11.125% senior subordinated notes due 2006 to
       Caa2 from B3,

   b) senior implied rating to B3 from B1, and

   c) senior unsecured issuer rating to Caa1 from B2.

The outlook is negative.

This completes Moody's review, which was initiated on October 23,
2000. Moody's rating actions reflect our continued concerns over
operations, cash flow and liquidity issues. We expect that the
company's operations will continue to consume cash over the next
several quarters and believe the company's liquidity position is

The ratings also reflect the uncertainty surrounding the following
risks: the timing of the company's ability to realize benefits
from its recently announced cost reduction programs, which have
included reductions in its headquarters staff and other global
restructuring initiatives; the outcome of its discussions with the
bank group; the success of its financial advisor in exploring
options such as joint ventures, partnerships, divestitures, sales
of assets and other strategic alternatives; and the inventory-
related impact during the first half of next year of the company's
decision not to renew its US distribution agreement with

The company recently disclosed that it has sought relief from its
bank group in terms of waivers and amendments to the current
credit agreement to better reflect the company's current financial
position and outlook. The company also disclosed that it has
engaged a financial advisor to explore various strategic

While a mostly new senior management team has been taking
aggressive steps toward reversing recent negative trends, our
outlook will remain negative. Further rating actions are likely
unless there are clear signs that management's actions have begun
to reverse the trends.

Dade Behring Inc., headquartered in Deerfield, IL, is one of the
leading suppliers of in vitro products and services to clinical
laboratories worldwide.

DIMAC CORPORATION: Delaware Court Confirms Chapter 11 Plan
DIMAC Corporation announced that its Plan of Reorganization has
been approved by the U.S. Bankruptcy Court in Wilmington,
Delaware, setting the stage for the Company to emerge from Chapter

The Plan was consensual, having received the support of all major
constituencies, including the Company's secured bank lenders and
its Official Unsecured Creditors Committee.

At confirmation hearing, the Court approved the Plan, under which
a line of credit of $20 million will be extended to the Company by
its lenders in the form of an 18-month term loan, which will
provide sufficient liquidity when the Company exits Chapter 11.
The Effective Date of the Plan of Reorganization is subject to the
sales of selected business units, after which DIMAC's total
indebtedness will be reduced from approximately $391 million to
$122 million plus approximately $31 million in preferred stock.
Annual cash interest expense will be lowered from over $39 million
to less than $10 million.

The Plan is expected to become effective in late January 2001, at
which time the Company would formally exit Chapter 11.

Chairman and CEO Robert "Kam" Kamerschen commented: "We are
extremely pleased the Court has confirmed DIMAC's restructuring
plan. The new year will also mark a bright, new beginning for
DIMAC. We will have achieved our Chapter 11 objectives of
significantly reducing the Company's debt level and improving our
capital structure --- allowing for the Company's future growth.
DIMAC's operating strategies, structure and practices have been
improved and effectively transformed into a healthier concern
going forward. Our strengthened balance sheet will support our
growth and enable us to be well positioned to lead the value-added
direct response marketing services industry."

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

   -- recruited key personnel to manage DIMAC at both the holding
       company and strategic business unit levels, solidifying its
       top-level leadership

   -- consolidated and integrated production and fulfillment
       operations to help create more efficient, cohesive
       operations and overall competitive fitness.

   -- identified and put up for sale five non-strategic
       businesses, allowing the management team to focus on four
       newly-defined core business units: Agency Services (DMW
       Worldwide), Information and Insights Services
       (MBS/Multimode), Direct Response Management and Value-Added
       Fulfillment Services (Palm Coast Data), and Direct Mail
       Services and Products (DIMAC Direct), which fit
       strategically with DIMAC's premier problem-solving partner

   -- entered into strategic partnerships with more than a dozen
       leading e-commerce organizations, which will provide the
       Company's new national sales force with comprehensive e-
       commerce products and services as well as a new channel of
       distribution to market existing products and services.

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

DYNACORE HOLDINGS: Plan Declared Effective on December 18
Dynacore Holdings Corporation, f/k/a Datapoint Corporation
(EBB:DYHGQ), reported that on Dec. 18, 2000, its Amended Plan of
Reorganization under Chapter 11 of the Bankruptcy Code confirmed
by the United States Bankruptcy Court for the District Court of
Delaware on Dec. 5, 2000, became effective.

On the Effective Date, the Company has, in accordance with the
terms of the Plan, remitted approximately $33.3 million to the
Indenture Trustee for certain pre-bankruptcy convertible
subordinated debentures (the "Debentures") for distribution to the
Debenture Holders. Distributions to other unsecured creditors are
to be made directly by the Company and will commence shortly.

In addition, as of the Effective Date, Dynacore's common stock,
exchangeable preferred stock (EBB: DYJPQ) and the Debentures were
cancelled, and 10 million shares of New Common Stock of the
Company, as well as 10 million units of Beneficial Interests,
representing interests in the Dynacore Patent Litigation
Trust formed to pursue Dynacore's patent litigations, will be

The above securities will be issued to common stock and
exchangeable preferred stock holders of record on Dec. 5, 2000
(the "Record Date") at the following rates: (i) .225177 shares of
New Common Stock per share of old common stock and (ii) 3.663683
shares of New Common Stock and .545655 units of Beneficial
Interests per share of old exchangeable preferred stock. Debenture
Holders must redeem their debentures to the Indenture Trustee in
order to receive their distributions, at which time they will
receive 43.5701965 shares of New Common Stock and 69.712318 units
of Beneficial Interests per $1000 principal amount. Debenture
Holders will also receive $606.50 in cash per $1000 principal

Other unsecured creditors will receive, in the aggregate, 105,278
shares of New Common Stock, 168,504 units of Beneficial Interests
and$1,466,909.48 in cash. Current management of the Company will
receive a total of 1 million shares of the New Common Stock as
part of a settlement of certain officer administrative claims that
include contract cancellation and waiver of bonuses.

After the cash distributions described above, and certain other
expenses, the Company will have available cash of approximately $7
million, as well as its interests in the Corebyte Networks(tm)
product family and 56.5% of the Dynacore Patent Litigation Trust.
As part of the Plan, Dynacore has committed to lend the Dynacore
Patent Litigation Trust up to $1 million to pursue Dynacore's
Patent litigations.

Deliveries of the above securities effective after the Record Date
should be evidenced by due bills representing the distribution of
the New Common Stock and Beneficial Interests. Dynacore
anticipates that the New Common Stock will be traded on the
Bulletin Board (CUSIP No. 26779T 30 8) and the Beneficial
Interests will be traded on the Pink Sheets (CUSIP No. 703044 10
7) before year-end. New trading symbols for the New Common Stock
and the Beneficial Interests will be provided in a subsequent
press release.

eTOYS: Only Enough Cash through March; Goldman Sachs Seeks Buyer
Splashed across eToys' home page is a 75 percent off "Holiday
Super Sale." It sounds like an after-Christmas sale, except that
eToys is getting a head start since it may not be around by the
time the decorations come down, according to a newswire report.
This dot-com's death has rattled the industry more than most
because eToys had the most respected pure-play status, second only
to Its management is considered talented, and the
company has invested in building its own fulfillment centers-much
the same way Amazon has-in anticipation of big sales volume. Both
have spent heavily to create two of the most recognized brands on
the Web.

Much has been made of the fact that the Los Angeles-based eToys
halved its revenue projections for its third fiscal quarter ending
Dec. 31, to $120 million in a late filing with the Securities and
Exchange Commission. The document also revealed that with about
$55 million in cash, eToys will run out of money March 31, 2001,
at which point its coveted brand is likely to evaporate. The toy
site has engaged Goldman Sachs to help it find a buyer and has
already put a price tag on remaining inventory, valuing it between
$60 million to $70 million. Nevertheless, the site is still open
for business and even promising delivery in time for Christmas.

The market buzzed with the possibility that Amazon is on the brink
of bankruptcy. There has been no evidence to support that rumor,
however. (ABI, 19-Dec-00)

GENESIS/MULTICARE: Agree to Lift Stay for Insured Tort Claim
Genesis Health Ventures, Inc., consented to, and in the absence of
objections, obtained the Court's approval of their agreement with
Erna S. Kaufman, to modify the automatic stay to permit Kaufman to
prosecute the State Court Action (Case No. CV 98 014476) pending
in the Superior Court of the State of Connecticut in and for the
Judicial District of Waterbury at Waterbury against Genesis Health
Ventures, Inc. Claimant may enforce or execute (a) settlement, (b)
judgment entered by a court of competent jurisdiction or (c)
other disposition of the underlying claims in the State Court
Action only to the extent such claims are covered by proceeds from
applicable GHV liability insurance policies. (Genesis/Multicare
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service, Inc.,

GLOBAL OCEAN: Plan Confirmed with 98% Bondholder Acceptance Rate
Global Ocean Carriers Limited is pleased to announce that its Plan
of Reorganization was approved by the court on December 15, 2000
without objection. Over 98% of the holders of Global's 10-1/4%
senior notes voted in favor of the Plan.  Global intends to
implement the plan by December 29.  For further information,
contact Peter Evensen at Chase Securities at 212-270-0916.

GREAT ATLANTIC: Moody's Continues to Review Ratings for Downgrade
Moody's Investors Service lowered the ratings of The Great
Atlantic & Pacific Tea Company, Inc. and continued the review for
possible downgrade, based on concerns about the potential impact
of the highly promotional competitive environment on A&P given the
company's already weak debt protection measures. Moody's
continuing review will focus on the company's plans to bolster
sales and margins in the face of intense competition, on its
projected capital expenditures and on the timing of the ultimate
benefits from Phase II of Project Great Renewal.

Ratings lowered and kept on review for possible downgrade:

   I)   The Great Atlantic & Pacific Tea Company, Inc.:

         a) Senior unsecured bank credit facility, guaranteed by
             A&P's subsidiaries, to Ba2 from Baa3.

         b) Senior unsecured notes to Ba3 from Ba1.

         c) Senior unsecured shelf to (P)Ba3 from (P)Ba1.

         d) Subordinated shelf to (P)B1 from (P)Ba3.

         e) Junior subordinated shelf to (P)B2 from (P)B1.

         f) Preferred stock shelf to (P)"b1" from (P) "ba3".

   II)  A&P Finance I, A&P Finance II, A&P Finance III:

         a) Preferred trust securities to (P)"b1" from (P)"ba3".

   III) The Great Atlantic & Pacific Tea Company Limited:

         a) Senior unsecured bank credit facility, guaranteed by
             A&P and its subsidiaries, to Ba2 from Baa3.

         b) Senior unsecured notes guaranteed by The Great
             Atlantic & Pacific Tea Company, Inc. to Ba3 from Ba1.

   IV)  Ratings asigned and placed on review for possible

         a) Senior implied rating of Ba2

         b) Senior unsecured issuer rating of Ba3

A&P has a solid but somewhat fragmented supermarket franchise with
leading market shares in its major trade areas. For many years, it
has faced fierce competition, including from some stronger
supermarket operators, which has resulted in weak profitability
and debt protection measures. In an effort to turn its operations
around, A&P has embarked on a comprehensive strategy, Project
Great Renewal. Phase I of this restructuring effort focused on its
core trade areas and competencies, while Phase II, launched in
March 2000, is focusing on upgrading the company's supply chain
efficiency and infrastructure. At a time when the company has
spent heavily on Project Great Renewal, competition has further
intensified in its major markets and resulted in weaker than
expected cash flow. While comparable store sales rose 4.4% for
fiscal 1999 and 2.2% for the first 28 weeks of fiscal 2000, net
income for the first 28 weeks, proforma to exclude Project Great
Renewal charges, was only about $20.3 million, down from an
adjusted net income of $36.5 million in the same period of the
prior year. Adjusted debt to EBITDAR is high and could rise
further as the company makes necessary capital expenditures.
Moody's anticipates that profitability will remained challenged in
A&P's major markets, as some better capitalized competitors
maintain aggressive promotional activities. The announced
elimination of the common dividend, while positive in terms of
debtholder protection, signals an effort to reduce discretionary
expenditures during operationally challenging times.

Headquartered in Montvale, New Jersey, The Great Atlantic &
Pacific Tea Company, Inc. operates about 750 supermarkets in 15
states, the District of Columbia and Ontario.

IMPERIAL HOME: Files Plan of Reorganization & Disclosure Statement
Taking a major step toward emergence from chapter 11, the Imperial
Home Decor Group Inc. filed a plan of reorganization and
disclosure statement with the United States Bankruptcy Court for
the District of Delaware.

"We share the goal with our creditors of achieving court approval
of a consensual plan that will conclude our case as soon as
possible," said Douglas R. Kelly, president and chief executive
officer of IHDG. "The filing of this plan of reorganization takes
us one step closer to realizing that goal. We are eager to be out
of chapter 11 and fulfilling our growth objectives."

Kelly noted that the company has made significant progress in
improving operations and productivity, developing new
technological approaches to marketing and service.

"We are increasingly more focused, more streamlined," he said. "We
have used chapter 11 to examine the profitability of everything we
do, including our collections -- ultimately leading to a better
return on what we produce, for IHDG and for our customers."

The court will conduct a hearing on the adequacy of the disclosure
statement on January 31, 2001. Should the disclosure statement be
approved at that time, IHDG will commence solicitation of votes
for approval of its plan of reorganization.

IHDG also said that it has filed an application with the court to
extend the period in which the company has the exclusive right to
file and advance a plan of reorganization. The company said it was
seeking further extension, which the court will consider in early
January, to permit it additional time to complete, in an orderly
fashion, the process of obtaining
creditor and court approval of its plan.

Imperial Home Decor Group is the world's largest designer,
manufacturer and distributor of residential wallcovering products.
IHDG also markets commercial wallcoverings and is a premiere
supplier of pool liners through the Vernon Plastics operating
division. Headquartered in Cleveland, Ohio, IHDG supplies
home centers, national chains, independent dealers, mass
merchants, design showrooms and specialty shops. Product lines
include the Imperial, Katzenbach & Warren, Albert Van Luit,
Sterling Prints, Imperial Fine Interiors, Sunworthy and
Colorfields brand names. The Company was created in 1998 through
the merger of Imperial Wallcoverings and Borden Decorative
Products. In 1999, Imperial Home Decor Group had net sales of
$411.7 million.

IMPERIAL SUGAR: Texas Sugar Maker Considers Filing for Bankruptcy
A restructuring of Imperial Sugar Co., which is struggling with
how to deal with plunging market prices, could include a federal
bankruptcy filing, according to the Associated Press. Imperial, a
processor and marketer of refined sugar, must address a $12.2
million interest payment on $250 million in senior subordinated
notes that was already due. A waiver agreement has postponed the
due date to Jan. 8. James C. Kempner, Imperial president and chief
executive officer, said that a chapter 11 filing is one possible
scenario. The Sugar Land, Texas-based company markets its sugar
nationally under the Imperial, Dixie Crystals, Spreckels, Pioneer,
Holly, Diamond Crystal and Wholesome Sweeteners brands. (ABI, 19-

JCC HOLDING: President Burford Relates Views on State's Release
Fred Burford, president and chief executive officer of JCC Holding
Company offered the following comments on the release by the State
of Louisiana of November 2000 gross gaming revenues for Harrah's
New Orleans Casino.

"In November JCC earned gross gaming revenues of $19.6 million, an
increase of 20% over November 1999," said Burford. "After a full
year of operations, revenues continue to be below the level
necessary to meet expenses. The largest expense continues to be
the minimum daily payment to the State of $274,000 per day, which
amounts to an effective State tax rate of approximately 41% for
the first twelve months. Last month, a plan to return the company
to financial stability was unveiled. This plan includes a
reduction in the minimum payment to the State, reduction in
expenses related to the City of New Orleans, relief from hotel and
restaurant restrictions and a financial restructuring of the
company. We remain committed to this plan, and are hopeful that
all parties will come together to ensure the long-term viability
of the casino."

Jazz Casino Company, LLC, a subsidiary of JCC Holding Company, has
the exclusive license to own and operate the only land-based
casino in Orleans Parish. Harrah's New Orleans Management Company,
a subsidiary of Harrah's Entertainment (NYSE: HET) has the
contract with Jazz Casino Company to manage the casino. The casino
directly employs approximately 3,000 people earning wages,
benefits and tips of over $100 million annually. The 100,000
square foot casino is located at Canal Street at the Mississippi
River in downtown New Orleans and is adjacent to the French
Quarter, the Aquarium of the Americas and the Ernest N. Morial
Convention Center.

JITNEY-JUNGLE: Court Okays Winn-Dixie 68-Store Purchase
Winn-Dixie Stores, Inc. (NYSE: WIN) announced that it has received
approval from the bankruptcy court to purchase 68 grocery stores
and 32 fuel centers from Jitney-Jungle Stores of America, Inc. and
related companies.

Closing is planned for January of 2001 subject to final
governmental approval.

The Jitney-Jungle companies, headquartered in Jackson,
Mississippi, have been operating under Chapter 11 of the
Bankruptcy Code, since October 12, 1999.

Four stores were removed from the list that Winn-Dixie originally
agreed to purchase. These were Delchamps stores located at 171
Porter Ave, Biloxi, MS; 65 Poincianna Blvd., San Destin, FL; 334
Gulf Breeze Pkwy, Gulf Breeze, FL and 1104 John Sims Parkway,
Niceville, FL.

Fifty-four of the grocery stores are located in Mississippi,
eleven in Alabama and three in Louisiana. Most of the stores will
become part of Winn- Dixie's Louisiana division, and will continue
to operate under their current Jitney Jungle, Jitney Premier, Sack
& Save, MegaMarket, and Pump & Save banners. Average size of the
stores is approximately 34,100 square feet.

Winn-Dixie will interview all of the employees at the stores to be
acquired and plans to hire substantially all of the 5,300 retail
employees at these stores.

Winn-Dixie has agreed to pay approximately $80.2 million plus
inventory for the stores which currently generate approximately
$625 million in annual sales.

When completed, the transaction is projected to generate
additional annualized earnings per share of 12 to 14 cents
beginning in the Company's fourth fiscal quarter.

"We are pleased that the purchase has been approved," said Allen
R. Rowland, Winn-Dixie President and Chief Executive Officer.
"These stores are a good strategic fit and give us excellent
market share in new markets. Adding excellent retail store
management and employees to our Company is also exciting. The
synergies of the excess retail support center capacity, our
manufacturing operations and Winn-Dixie's buying power should
provide positive results for the Company."

Winn-Dixie Stores, Inc, (NYSE: WIN), is one of the nation's
largest supermarket retailers, with over 1,000 stores in 14 states
and the Bahamas. 2000 marks the Company's 75th anniversary. For
more information on Winn- Dixie, visit its official Web site at

KAISER ALUMINUM: Moody's Completes Review & Says Outlook Negative
Moody's Investors Service completed a thorough review of Kaiser
Aluminum & Chemical Corporation in the wake of Kaiser's third-
quarter charge for an increase in its net asbestos liability and
its recent announcements regarding production curtailments and
related power sales at its Pacific Northwest operations. The
outcome of this review is the confirmation of Kaiser's B1 senior
implied rating. However, for reasons noted below, Moody's decided
to lower, to B2 from B1, its rating on the $225 million of 9.875%
senior notes due 2002, and $225 million of 10.875% senior notes
due 2006, and also lowered Kaiser's senior unsecured issuer rating
to B2 from B1. Moody's also lowered its rating on Kaiser's $400
million of 12.75% senior subordinated notes due 2003, to Caa1 from
B3, and lowered the preferred stock rating of Kaiser's parent,
Kaiser Aluminum Corporation (KLU), to (P)"caa" from (P)"b3". The
outlook for all ratings was changed to negative from stable.

Growing uncertainty over the size of Kaiser's asbestos liability
and the adequacy of its insurance coverage played an indirect role
in the downward revision of Kaiser's senior unsecured and
subordinated debt ratings. Kaiser's asbestos exposure appears to
be more manageable than that of other well-publicized companies.
Nevertheless, Moody's believes the inherent uncertainty
surrounding the asbestos liability, coupled with Kaiser's high
leverage, vulnerability to volatile aluminum prices, and fairly
high operating risk, may adversely impact its ability to refinance
its $325 million secured credit agreement, $225 million of senior
notes, and $400 million of senior subordinated notes prior to
their maturity in August 2001, February 2002, and February 2003,
respectively. Other companies' experiences dealing with asbestos-
related liabilities have made the credit markets extremely wary of
borrowers with asbestos exposure.

Historically, Kaiser has borrowed very little from its secured
credit facility. However, Moody's believes that it is quite likely
that any refinancing will require Kaiser to rely more heavily on
secured debt, thereby subordinating whatever senior and senior
subordinated notes that remain outstanding after a
recapitalization to considerably more secured debt.

Kaiser's announcements regarding a temporary curtailment of an
additional 90,000 metric tonnes per year of Pacific Northwest
smelter capacity, the sale of electrical power for the months of
December and January for net proceeds of $88 million, and the
potential for additional power sales, helps offset some of the
fundamental business and refinancing risk at Kaiser. However, a
number of factors could lessen the financial benefits associated
with the power sales. Some of these factors include a possible
impairment charge against the smelters' book value, which could
erase all of Kaiser's existing equity; accelerated closure costs
in the event the smelters are never reopened; uncertainty over how
the proceeds from power sales will be used; and the possibility
that additional power sales will be forestalled by legal or
political developments. Moody's will maintain its negative rating
outlook until these matters are clarified.

In a related action, Moody's lowered its rating for the $119
million of 12% guaranteed senior secured notes, due 2003, of
MAXXAM Group Holdings Inc. (MGHI), to Caa1 from B3. MGHI is a
holding company that owns 35% of Kaiser Aluminum Corporation and
100% of MAXXAM Group Inc. (MGI), a forest products company whose
primary subsidiaries are Pacific Lumber Company and Britt Lumber
Co., Inc. The downgrade of the MGHI notes reflects Kaiser's and
MGI's high degree of operating and financial leverage, and the
uncertain ability of these entities to upstream dividends to MGHI.
The MGHI notes are secured by approximately 26 million shares of
KLU shares and the common stock of MGI. As of September 30, 2000,
MGHI had cash and marketable securities of $52 million and MGI had
unrestricted cash of approximately $40 million. However, lower
than expected timber harvest at Pacific Lumber has required it to
draw from its credit agreement and could consume some of MGI's

In the third quarter of 2000, Kaiser took a $43 million charge for
asbestos-related claims, net of expected insurance recoveries. The
company noted that the charge was based on recent cost and other
trends experienced by Kaiser and other companies. Like many other
companies burdened with asbestos liabilities, Kaiser has
experienced an increase in the number of claims and estimated
settlement payments. Between December 1998 and September 30, 2000,
Kaiser's pending asbestos claims have risen from 86,000 to 115,000
and its estimated gross liability for asbestos-related costs
increased about three-fold, from $186 million to $539 million.
While Kaiser's asbestos insurance coverage appears to be much
stronger than other companies' (Kaiser has recorded an estimated
insurance receivable of $428 million as of September 30), Moody's
believes that uncertainty regarding asbestos litigation and
insurance recoveries, together with Kaiser's high leverage and
weak operating performance, will limit Kaiser's ability to
refinance its maturing notes in the current credit market.
Moody's reiterated the business risk associated with Kaiser's
aluminum operations and the variability of its cash flow. Lower
aluminum prices, higher power costs, operating problems, and
reduced demand for alumina, primary aluminum, and fabricated
aluminum products could negatively impact Kaiser's operating cash
flow and strain its financial resources. Some of these risks seem
more potent, given the less robust state of the US economy,
weakness in transportation and aerospace end-user markets, and,
beginning in October 2001, a reduction in the power being
provided, at higher rates, by the Bonneville Power Administration
to Kaiser's smelters and rolling mill in Washington.

On September 30, 2000, Kaiser had $960 million of debt and $72
million of book equity (its market value of equity was
approximately $380 million on December 18). It is difficult to
determine a run-rate EBITDA figure for Kaiser due to the effect of
asset sales and restructuring initiatives; the two year USWA
dispute, which was settled in September; the large number of
unusual and non-recurring items that Kaiser has recorded this
year; and the impact that higher power costs and the rebuild of
the Gramercy alumina refinery will have going forward. However,
EBITDA to interest was 1.8x based on reported results for the
first nine months of 2000. Over this period the LME aluminum price
was $0.71 per pound, and is currently $0.72. A significant
proportion of Kaiser's 2001 alumina and primary metal production
is subject to forward sales and option contracts that set a
minimum aluminum price of around $0.67 per pound.

Kaiser Aluminum & Chemical Corporation is a wholly-owned operating
subsidiary of Kaiser Aluminum Corporation (KLU), which is a
subsidiary of MAXXAM Group Holdings Inc. (MGHI) and MAXXAM Inc.,
which together own 63% of KLU's common stock. Kaiser and MGHI are
headquartered in Houston, Texas.

KENETECH CORP: Amends Merger Agreement to Reduce Number of Shares
KENETECH Corporation (OTCBB:KWND.OB) and KC Merger Corp., an
indirect, wholly-owned subsidiary of ValueAct Capital Partners,
L.P., announced that they have amended their Merger Agreement to
reduce the minimum number of shares required to be tendered in the
$1.04 per share tender offer for all outstanding shares (including
associated preferred share purchase rights) of KENETECH to 73% of
the outstanding shares (excluding those shares held by Mr. Mark

KC Merger Corp. also announced that it is extending its offer to
acquire all outstanding shares of KENETECH until midnight, New
York City time, on Wednesday, December 27, 2000. The offer was
previously scheduled to expire at 5:00 p.m., New York City time,
on Tuesday, December 19, 2000.

Based on the latest count of tendered shares, approximately
15,163,249 shares of KENETECH common stock (and associated
preferred share purchase rights) (including 8,193 shares tendered
pursuant to Notices of Guaranteed Delivery) have been tendered and
not withdrawn pursuant to the tender offer, representing
approximately 73.6% of the outstanding shares (excluding the
shares held by Mr. Mark Lerdal).

The new minimum number of shares, together with the shares to be
acquired by KC Merger Corp. from Mr. Mark Lerdal, will represent
in excess of 82% of the outstanding shares, thereby assuring a
favorable vote, if one is required, on the second-step merger. The
reduction in the minimum number of shares required to be tendered
was made in order to facilitate the completion of the offer in
light of the number of shares tendered to date and the terms of
the Merger Agreement.

The amendment to the Merger Agreement was unanimously approved by
the KENETECH Board (other than Mr. Lerdal, who abstained)
following the unanimous recommendation of the independent Special
Committee of the Board. The Board, based on the unanimous
recommendation of the Special Committee, continues to recommend
that the Company's stockholders accept the offer and tender their
shares. The Merger Agreement was also amended to extend the date
after which either party could terminate it from December 27, 2000
to January 15, 2001, in the event the shares had not been
purchased by KC Merger Corp.

KC Merger Corp. stated that it does not intend to further extend
the offer if the reduced minimum condition is not satisfied.
As a consequence of the extension of the expiration date, holders
of KENETECH common stock may tender or withdraw shares until
midnight, New York City time, on December 27, 2000, unless the
offer is further extended.

The tender offer is being made through, and the foregoing is
qualified in its entirety by reference to, a Tender Offer
Statement on Schedule TO, including the Offer to Purchase, dated
November 6, 2000, the Supplement to the Offer to Purchase, dated
November 26, 2000, and the related letter of transmittal, each
filed as exhibits to such Schedule TO, and any and all amendments
thereto. A complete copy of the amendment to the Merger Agreement
has been filed as an exhibit to the Schedule TO. KENETECH
stockholders should read such documents completely prior to making
any decision as to the tender offer. These materials are available
for free at the SEC's Website at

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

LACLEDE STEEL: Judge Schermer Confirms Plan of Reorganization
Laclede Steel Co. won court confirmation of its second amended
chapter 11 plan of reorganization. Pending Laclede's completion of
two significant transactions, the plan confirmation order signed
Friday by Judge Barry S. Schermer of the U.S. Bankruptcy Court in
St. Louis essentially clears the way for the steelmaker to emerge
from chapter 11. Effectiveness of Laclede's bankruptcy
reorganization plan is conditioned on the company entering into a
new secured working capital facility and selling its Laclede Mid-
America unit to pay all allowed claims against the unit and
provide Laclede with necessary funding. (ABI, 19-Dec-00)

LOEWEN GROUP: Rejecting Burdensome Shareholder & Acquisition Deals
The Loewen Group Inc. (TLGI), Loewen Group International, Inc.
(LGII) and Loewen Group Acquisition Corp. (LGAC), three of the
debtors in the Loewen chapter 11 cases, move the Court for
authorization to reject, pursuant to section 365 of the Bankruptcy

   (I)   a shareholder agreement between LGII and Directors
          Investment Group, Inc. (DIG);

   (II)  an insurance sales and marketing agreement between LGII
          and Funeral Directors Life Insurance Company (FDLIC);

   (III) an acquisitions agreement between TLGI, LGII and LGAC, on
          the one hand, and DSP General Partner, Inc. (DSPGP),
          Directors Succession Planning, Inc. (DSP) and DIG, on
          the other; and

   (IV)  certain written actions of shareholders of DSP General
          Partner, Inc. and Directors Succession Planning, Inc.

In the exercise of their business judgment, TLGI, LGII and LGAC
have determined that the rejection of these agreements is in the
best interests of their respective estates and creditors.

The Shareholder Agreement and the Acquisitions Agreement were
entered into to facilitate the acquisition of funeral homes by the
Companies and to impose certain restrictions on the governance and
operations of the Companies. Since the filing of the Debtors'
chapter 11 cases, LGII's acquisition program has been limited to
circumstances of business necessity, such as the acquisition of
additional land for needed cemetery inventory. Consequently, the
acquisition provisions of the Shareholder Agreement and the
Acquisitions Agreement are no longer necessary or appropriate.
Moreover, the restrictions may limit LGII's flexibility in
the ongoing restructuring process.

LGII also has determined that the burdens imposed under the Sales
and Marketing Agreement exceed the benefits of continued
performance under the agreement, considering that LGII's plan to
utilize the life insurance and annuity products offered by its
wholly-owned insurance subsidiaries is impeded by the provision in
the Sales and Marketing Agreement granting FDLIC an exclusive
right to underwrite prearranged funeral insurance products in
certain funeral homes for the 10-year period of the agreement.

Certain Written Actions of the shareholders of DSPGP and DSP
include provisions that are in nature of an agreement and thus
could be construed as executory contract between LGII and DIG. For
example, by the Written Action of Shareholders of DSP General
Partner, Inc. dated September 1, 1995, LGII and DIG reaffirmed and
ratified their intent to carry out the purpose of the Shareholder
Agreement. In addition, certain of the Written Actions reiterate
many of the terms and conditions of the Shareholder Agreement.
Accordingly, the Debtors seek authority to reject the Written
Actions to the extent that they constitute executory contracts
subject to rejection under section 365 of the Bankruptcy Code.

The Debtors tell Judge Walsh that most of the terms and conditions
of the Shareholder Agreement are substantially similar to those of
other shareholder agreements that the Court has previously
authorized LGII to reject.

The motion summarizes certain terms under the Shareholder
Agreement in the current case:

   (1)  LGII and DIG hold all of the outstanding shares of common
         stock of DSPGP and DSP (collectively, the Companies) with
         LGII holding 85% of the issued shares (Class B voting
         shares) and DIG holding the remaining 15% (Class A
         nonvoting shares).

   (2)  The Companies are prohibited from altering their ownership
         structure or creating new subsidiaries without first
         obtaining the written consent of both LGII and DIG.

   (3)  Each share certificate of the Companies' stock must
         include a legend noting that the share is subject to the
         terms and conditions set forth in the Shareholder

   (4)  The Companies are given the exclusive right to purchase
         certain funeral homes.

   (5)  Any acquisitions made by the Companies must comport with
         the financing structure described in the Shareholder
         Agreement under which debt financing is to be provided by
         LGII, and any capital expenditures are to be made
         according to the guidelines set forth in the Shareholder

   (6)  Acquisitions are to be financed on the basis of 33% equity
         and 67% debt with equity financing to be provided by LGII
         and DIG and debt financing to be provided by LGII.

   (7)  DIG is responsible for a maximum of 4.95% of the
         acquisition cost of each proposed acquisition, and LGII
         is responsible for the remaining 95.05% of the
         acquisition cost.

   (8)  The Companies are required to enter into a management
         agreement with Director's Financial Management
         Corporation (DFMC), an affiliate of DIG.

   (9)  DIG is prohibited from disposing of its shares of the
         Companies other than to LGII in accordance with the
         Shareholder Agreement.

   (10) The Shareholder Agreement grants DIG the right to put its
         shares to LGII, in which case LGII is obligated to
         purchase DIG's shares at a guaranteed price.

   (11) DIG is prohibited from owning anything other than Class A
         nonvoting shares of the Companies, and it is not
         permitted to share in the dividends, earnings or cash
         flow of the Companies.

   (12) The boards of directors of the Companies must consist of
         five members, 3 of whom are to be nominated by LGII (one
         of whom is to serve as chair) and two of whom are to be
         nominated by DIG.

   (13) The officers of the Companies are to be determined by the
         boards of directors.

   (14) The Companies must enter into a 10-year sales and
         marketing contract with FDLIC, an affiliate of DIG, with
         respect to prearranged funeral service and merchandise

The Sales and Marketing Agreement provides that:

(1)  Subject to certain exclusions, all prearranged funeral
      service and merchandise contracts sold or marketed by
      LGII or its nondebtor affiliates known as Advanced
      Funeral Planning of Texas, Inc. (AFPT) and Advanced
      Planning of Oklahoma (APO) during the 10-year period of
      the agreement on behalf of certain funeral homes would be
      funded through life insurance policies or annuity
      contracts issued exclusively by FDLIC; and

(b) FDLIC would pay commissions to AFPT and APO on those sales.

The Acquisitions Agreement, the Debtors say, provides that:

(1) Certain acquisitions made by LGAC and subsequently sold to
     DSPGP, DSP or Directors Cemetery (Texas), Inc. (the
     Purchaser) would be deemed to have been made by the

(2) Within a reasonable period of time after which LGAC could sell
     a business acquired in an acquisition covered by the
     Acquisitions Agreement without violating the Collateral Trust
     Agreement, LGAC shall sell to a Purchaser, and the Purchaser
     shall purchase from LGAC, the Business at the same cost at
     which LGAC acquired the Business.

                      Objection by DIG and FDLIC

Directors Investment Group, Inc. (DIG) and Funeral Directors Life
Insurance Company (FDLIC) file their Objection and Response to the
Debtors' Motion for the rejection of the agreements.

DIG and FDLIC assert that the issue is one of corporate
governance, not executory contract, or claims or any
debtor/creditor relationships. As such, it is not intended by the
Bankruptcy Code. Furthermore, DSPGP and DSP, and their related
entities DCT and DTLP are not subsidiaries of the Debtor but are
separate stand-alone entities. The non-debtor companies are
debt free and profitable except for current payables and are not
subject to Loewen Debt. Therefore, the respondents believe that
the Bankruptcy Court lacks both subject matter and personal
jurisdiction over the matter.

The Debtor, DIG and FDLIC note, is seeking to accomplish through a
legal backdoor, and by subterfuge, that which it cannot achieve by
lawful means under State law. The respondents ask the Court not to
permit such a "wrongful result".

Moreover, according to the respondents, the relationship is
profitable, not a burden. The respondents tell Judge Walsh that
the Debtor is misstating the fundamental facts regarding the
value, and such misrepresentations are being carried into its Plan
and Disclosure Statement. Specifically, the respondents object to
the Debtor's assertion of a $64.0 million debt due from DSPGP &
DSP, the value of its equity interests in DSPGP and DSP as $1.00
and $45,350, respectively, which the respondents say is inaccurate
by tens of millions of dollars, and the Debtor's representation of
intercompany debt affecting the Respondents. Therefore, the
respondents allege that the Debtors' attempt to reject the
agreements is not a reasonable exercise of business judgment, and
that is why LGII is currently in bankruptcy.

The respondents tell Judge Walsh that the contracts and/or alleged
contracts which are sought to be rejected are substantially
different in construction, structure, finance and purpose than any
other shareholder or other agreements which have been rejected by
order of the Bankruptcy Court in this case. The respondents accuse
that the Debtors' motion is "a mere subterfuge by the Debtor to
use the contract rejection mechanism to carry out certain
improper, self-serving threats to interfere with, or reject in
part, the corporate governance of the non-Debtor entities." The
respondents believe that this is an attempt to satisfy only the
desires and ego of Loewen's Management.

The respondents admit that certain of the Written Actions
reiterate some of the terms and conditions of the Shareholder
Agreement but deny that the Written Actions include provisions
that are executory. The respondents further allege that, assuming
for argument's sake that the various contracts and documents are
executory and rejectable, rejection would serve no real purpose,
as the contracts and documents would remain fully enforceable
against the Debtors under state law by virtue of various
equitable remedies which will survive rejection, and the non-
economic obligations of the contracts are not terminated.

DIG and FDLIC ask that the Court afford DSPGP and DSP the
protection of the Adversary Proceedings rules because they do not
think the relief sought by Debtor can be granted by the summary
proceedings of a contested matter. (Loewen Bankruptcy News, Issue
No. 31; Bankruptcy Creditors' Service, Inc., 609/392-0900)

MARINER POST: Stipulates to Extend Bar Date for Mayer Venture
Holiday Lodge, L.P., Jancinto City, L.P., Lynn Lodge, L.P., Retama
Manor, L.P., Southfield, L.P., Spring Branch, L.P. and Village,
L.P. (collectively the Mayer Venture Nursing Homes) are each
parties to various agreements with the Debtors that may have given
rise to certain pre-petition claims against the Debtors.

Because the Mayer Venture Nursing Homes and the Debtors are
engaged in the negotiation of a global settlement of various
claims, as well as an arrangement to provide for the continued
viability of the Mayer Venture Nursing Homes, it would be
burdensome for the Mayer Venture Nursing Homes to file multiple
proofs of claim which would later need to be expunged in the
event the parties reach a final settlement.

Therefore, the parties agree and obtained the Court's approval of
their stipulation that the Bar Date for the filing of the Mayer
Venture Nursing Homes' claims shall be extended through and
including December 31, 2000, without prejudice to the right of
Debtors to seek a shortening of the extension or the right of
Mayer Venture Nursing Homes to seek a further extension. (Mariner
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

NORTHSTAR CBO: S&P Places Ratings on CreditWatch
Standard & Poor's placed its ratings on two classes of notes
issued by Northstar CBO 1997-2 Ltd. and co-issued by Northstar CBO
1997-2 (Delaware) Corp. on CreditWatch with negative implications.

These ratings actions are a result of a deterioration in the
overall credit quality of the asset pool over the last several
months, and a higher than expected level of securities defaulting.
The rating on the class A-3 notes had been previously downgraded
on July 28, 2000.

As of the Dec. 2, 2000 monthly report, approximately 15% of the
assets held within the collateral pool were defaulted, and 80.7%
of the assets came from issuers with a Standard & Poor's rating of
single-'B'-minus or higher (compared with a requirement that a
minimum of 95% of the assets come from issuers with a Standard &
Poor's rating of single-'B'-minus or higher). The class A-2 and A-
3 overcollateralization test was failing, with a calculated ratio
of 104.51% versus its minimum required ratio of 117%. The class A-
2 and A-3 overcollateralization test remains out of compliance
despite mandatory redemptions to the class A-2 notes principal of
approximately $29.4 million over the previous several payment
dates. An overcollateralization test for a subordinate tranche not
rated by Standard & Poor's was also failing by a large margin: the
class B overcollateralization test, with a calculated ratio of
90.53%, versus its required minimum ratio of 104%. The weighted
average coupon of the portfolio, at 10.51%, is very close to its
minimum required level of 10.50%.

Standard & Poor's noted that Northstar CBO 1997-2 Ltd. would face
an event of default on its next calculation date (Jan. 2, 2001) if
either the class A-2 and A-3 or class B overcollateralization
ratio fails to meet or exceed 90% of its minimum required value.

Standard & Poor's is reviewing the results of current cash flow
runs generated for the transaction under various stress scenarios
and assumptions. The cumulative break-even loss rates generated by
the cash flow runs for both tranches will be compared to the loss
rate distribution generated by Standard & Poor's default model to
evaluate the stability of the current ratings assigned to the
class A-2 and class A-3 notes, Standard & Poor's said. --

Ratings Placed on CreditWatch with Negative Implications
Northstar CBO 1997-2 Ltd./Northstar CBO 1997-2 (Delaware) Corp.

    Class                To                From

    A-2              AAA/Watch Neg         AAA
    A-3              BBB-/Watch Neg        BBB-

PENTAIR INC: Moody's Reviewing Debt Ratings for Possible Downgrade
Moody's Investors Service has placed the senior, unsecured long-
term and short-term debt ratings of Pentair, Inc. (Pentair) under
review for possible downgrade. The ratings review was prompted by
the company's announcement of lower earnings guidance for the
fourth quarter of 2000 and 2001. In addition, Pentair will
discontinue its Century/Lincoln and Lincoln Industrial equipment
businesses that the company hopes to sell in the first quarter of
2001. Lastly, the company will take further cost restructuring and
reserves in order to right-size its tools business that has dealt
with internal challenges and now is subject to softer market

Moody's said its review will focus on the company's plans to
restore the profitability of the tools unit and its ability to
execute those plans in weaker market conditions. In addition, the
business prospects for the company's other operations and the
stability of combined cash flow generated will be explored. Debt
paydown from free cash flow and from net proceeds from asset
sales, the timing of which is uncertain, will be considered, as
well as adequacy of debtholder protection measures.

Ratings under review:

   a) Pentair, Inc. -- Baa2 for senior, unsecured notes and bank
       revolving credit facilities; (P)Baa2 for senior, unsecured
       debt securities issued pursuant to a 415 shelf
       registration; and Prime-2 short-term debt rating.

Pentair announced that it would discontinue its unprofitable
Century/Lincoln and Lincoln Industrial businesses that have annual
sales of approximately $250 million. The company expects to sell
these businesses by the end of the first quarter of 2001and apply
net proceeds to debt reduction. Moody's observed, however, that
potential buyers may have difficulty in obtaining financing in
tightening credit markets and timing in receiving proceeds may be
delayed. In addition, the company will take a $25 million
restructuring charge as well as a $33 million reserve for
potential uncollectible accounts receivable and to a lesser extent
inventory writedowns. Pentair expects that $20 million in annual
savings will result from these actions.

The rating agency also expressed concern about Pentair's
continuing earnings decline in the tools and equipment sector.
Despite good results in the company's water technology and
enclosure businesses, revenue and operating earnings shortfall in
the tool and equipment businesses will be approximately $100
million and $35 million, respectively for the fourth quarter of
2000. As a result, credit metrics have deteriorated. For the nine
months ended September 30, 2000, cash flow was negative, debt to
capital was roughly 50%, while pro forma retained cash flow and
interest coverages were 17.8% and 2.9x, respectively, well below
historical performance. Pentair still expects free cash flow (cash
flow after capital expenditures but before dividends) to be about
$100 million for the year and some further debt reduction is

Pentair, Inc., headquartered in St. Paul, MN, is a global,
diversified manufacturer serving the professional tools and
equipment; water and fluid technologies; and electrical and
electronic enclosures markets.

PENTAIR INC: S&P Puts Manufacturer's Ratings on CreditWatch
Standard & Poor's placed its ratings for Pentair Inc. on
CreditWatch with negative implications (see list below).

The CreditWatch listings follow the company's announcement that
earnings for the fourth quarter and fiscal 2000 will be
substantially lower than already-revised expectations due to
continued weakness in the company's tools and equipment
businesses. The company also announced that it will take a mostly
noncash charge ($25 million) in the fourth quarter, mainly for
restructuring initiatives. In addition, the company announced that
it will be discontinuing its equipment business and is currently
in negotiations to sell this unit. Current ratings had expected a
significant improvement in operating results in the fourth
quarter, typically the strongest quarter for the company's tools

Pentair is a diversified manufacturer serving customers in four
business segments: tools, equipment, water and fluid technology,
and electronic enclosures. The company has produced very
disappointing financial results during 2000, especially in its
tools and equipment businesses. As of Sept. 30, 2000, EBIT
interest coverage was about 3.2 times (x) and funds from
operations (FFO) to total debt was about 20%. Standard & Poor's
had expected EBIT interest coverage in the 4x-5x range and FFO to
total debt in the 30%-35% range; both appropriate levels for the
current rating category.

Pentair's weak performance stems from a number of factors,
including continued integration challenges in the company's tools
business and soft economic conditions resulting in lower volumes
for the company's tools and services products. The company has
announced that it is taking actions to streamline all of its
operations, cutting overall operating and material costs, and that
it is redoubling efforts to improve operating performance at the
tools division.

Standard & Poor's will meet with management to discuss Pentair's
intermediate-term prospects, its operational and restructuring
strategies, and its long-term financial and capitalization goals.
If it appears that operational and financial performance will
remain below expected levels, ratings likely will be lowered. --


Pentair Inc.
Corporate credit rating                            BBB/A-2
Senior unsecured debt rating                       BBB
Senior unsecured credit facility                   BBB
Commercial paper rating                            A-2
Senior unsecured debt rating (prelim)              BBB

RELIANCE GROUP: High River Launches Offer for 9% Senior Bonds
High River Limited Partnership, an affiliate of Carl C. Icahn,
announced that affiliated companies intend to commence a tender
offer for approximately $61 million in principal amount of the
outstanding 9% senior bonds issued by Reliance Group Holdings,
Inc., together with all associated rights, at a price of $170 per
$1,000 in principal amount of such bonds.

In a letter to holders of the bonds, High River stated:

We understand that since December 1 the 9% bonds (which are no
longer traded on the New York Stock Exchange) have traded in a
range of between approximately $60 to $80 per $1000 in principal
amount. We believe that this pricing reflects bondholders'
sentiment that there is little likelihood of obtaining a recovery
on these bonds.

In early November, RGH stated that discussions were underway for a
comprehensive restructuring of its outstanding debt. Those
discussions involved its bank lenders, an unofficial committee
representing bondholders and others. As holders of the 9% bonds
and the 9-3/4% bonds of RGH, as well as the secured debt of RGH's
subsidiary Reliance Financial Services Corporation ("RFSC"), we
have had meetings with representatives of RGH, RFSC and the debt

We believe that the plan now under consideration by the management
of RGH, the unofficial bondholders committee and others would
provide a very low or no possibility of a successful recovery for
the bonds from the assets of the Reliance Insurance Company and
will leave the bondholders without influence over RIC or its
assets. We recognize that there is an implicit risk that if the
contemplated plan is not accepted in the near term, then the
insurance regulatory authorities may determine to take over RIC.

While admittedly this would not be a good situation, we believe
that this type of state oversight of RIC would be better than the
plan being supported by the unofficial bondholders committee, as
we understand it. We have determined to increase our holdings of
the RGH bonds so that we may have the ability to block an
unacceptable plan if and when the parties determine to seek, or
become subject to, a proceeding for reorganization of RGH and RFSC
under United States bankruptcy law.

Bondholders may soon be asked to lock up their bonds in a binding
commitment to support a plan sponsored by the unofficial
bondholders committee. We urge bondholders who determine not to
tender to contact us before committing their bonds to support any

When the tender offer is commenced, documents regarding the offer,
including the Offer to Purchase and the related Letter of
Transmittal, will be available from High River and its information
agent, who will be specified. Those documents will contain
important information and should be read by holders of the bonds
subject to the offer.

SOUTHERN UNITED: S&P Lowers Financial Strength Rating to Bpi
Standard & Poor's lowered its financial strength rating on
Southern United Fire Insurance Co. (Southern United) to single-
'Bpi' from double-'Bpi'.

Key rating factors include declining and volatile earnings, weak
liquidity, and a geographic concentration offset, in part, by
relatively strong capitalization.

Headquartered in Mobile, Ala., Southern United (NAIC: 12629)
writes mainly private passenger auto insurance and surety bonds.
Business in the company's major states of operations -- Alabama,
Louisiana, Mississippi, Georgia, and South Carolina -- constitutes
nearly all of its revenue and its products are distributed
primarily through an affiliated managing general agent
(Consolidated Insurance Management Corp.). The company, which
began business in 1963, is licensed in Alabama, Georgia,
Louisiana, Mississippi, South Carolina, and Texas. The company's
immediate parent is Southern United Holdings, Inc., an insurance
holding company domiciled in Alabama, which, in 1998, was
purchased by Kingsway Financial Services of Toronto (Kingsway), a
Canadian financial services holding company (counterparty credit
rating triple-'B'-minus). Kingsway actively operates through eight
insurance subsidiaries in Canada and the United States. The
Canadian subsidiaries include Kingsway General Insurance Co., York
Fire & Casualty Insurance Co. and Jevco Insurance Co. Kingsway's
U.S. subsidiaries include Lincoln General Insurance Co. (financial
strength rating double-'Bpi'), Yorktowne Insurance Co. (single-
'Bpi'), American Service Insurance Co. (double-'Bpi'), Universal
Casualty Co. (triple-'B'-minus-pi) and Southern United Fire
Insurance Co. The group also operates reinsurance subsidiaries in
Barbados and Bermuda. Kingsway's shares are publicly traded on the
Toronto Stock Exchange (TSE: KFS).

Major Rating Factors:

   -- The company's five-year average return on revenue of
       negative 6.9% and time-weighted return on revenue from
       1996-1999 of negative 11.4% are both considered weak. As of
       June 30, 2000, the company reported a loss of $1.8 million
       in net income compared with a loss of $0.4 million during
       the same period in 1999. In addition, at year-end 1999, the
       company has no retained earnings, with the ratio of
       unassigned funds to assets, a measure of retained earnings,
       at negative 42.1%.

   -- The company has a weak current liquidity ratio (46.6%) and
       volatile earnings with returns on assets ranging from
       negative 15.5% to positive 4.1% over the last five years.
       This combination limits the rating.

   -- The company has a product and geographic concentration with
       an exposure to catastrophes on a gross basis. In 1999, 60%
       of direct premiums written were in Alabama. However, on a
       net premiums written basis, the company continues to reduce
       its exposure, which is down 40.5% from 1998 and 28.6% from

   -- At year-end 1999, capitalization is conservative, with a
       capital adequacy ratio of 223.4%, as measured by Standard &
       Poor's model. Leverage as measured by premium and
       liabilities to surplus is also good, with the 1999 value at
       2 times. However, surplus with regard to policyholders
       declined to $6.5 million as of June 30, 2000, compared with
       $7.5 million at year-end 1999.

   -- The company is rated on a stand-alone basis.

UNITED DOMINION: Fitch Downgrades Senior Notes to BBB
Fitch has downgraded the rating on United Dominion Industries
Limited's (NYSE: UDI) senior notes to 'BBB' from 'BBB+'. At the
same time, the Rating Watch has been revised to Rating Watch
Negative from Rating Watch Evolving. The rating action follows the
termination of discussions regarding the potential sale of the
entire company and UDI's announcement that its fourth quarter
earnings will fall 20% below the prior year's levels due to a
decline in order activity at several of its business units.
The rating downgrade reflects deterioration in the company's
credit profile due to fundamental operating weakness. In
particular, despite continued restructuring programs focused on
margin improvement, operating margins have remained subpar. In
addition, due to the competitive nature of several of UDI's
businesses, UDI has remained more leveraged on a cash flow basis,
leaving the company with reduced flexibility to absorb the effects
of an economic downturn. In particular, debt/EBITDA has increased
to 2.9 times (x) for the latest 12 months ended Sept. 30, 2000,
compared to 2.7x at Dec. 31, 1999 while total adjusted debt
(including asset securitization) to capital has increased to 49%
from nearly 47% during the same time period.

The Rating Watch Negative reflects the potential for further
weakening of credit protection measures in light of a softening
economic environment as well as the potential event risk
considerations. In order to resolve the Rating Watch status, Fitch
plans to meet with management in the near term to discuss their
financial and operating strategies. In particular, Fitch will
focus on UDI's growth and profitability plans, the potential for
individual asset sales, the company's acquisition strategy as well
as the potential for share repurchases.

VENCOR, INC: Settling Chicago Environmental Claims with Empe
The Debtors seek the Court's approval of a proposed settlement
agreement with Empe, Inc. with respect to certain claims by Vencor
regarding certain environmental site assessments performed for
Vencor by Empe and Empe's counterclaim alleging non-payment by

At Vencor's request, Empe performed a Phase I Site Assessment to
assess the value of a property located in Chicago, Illinois and
then of a property located in Cincinnati, Ohio in or about
November, 1996, and in or about April, 1997 respectively. The
Debtors tell Judge Walrath that, relying on the results reported
by Empe, Vencor purchased those Properties.

Vencor subsequently claimed that it suffered damages as a result
of certain environmental site assessments performed for Vencor by
Empe and accordingly filed a complaint on May 8, 1998 in the
United States District Court for the Western District of Kentucky
at Louisville seeking to recover from Empe approximately $4
million in respect of such claimed damages. In its Complaint,
Vencor alleged, among other things, that Empe had failed to
identify all potential environmental liabilities associated with
the Properties. Specifically, Vencor alleged that it had incurred
substantial damages in the form of remediation costs, including
efforts to remove previously undetected asbestos from one of the
Properties, and the removal from one of the properties of a
previously undetected underground storage tank.

On or about June 26, 1998, Empe filed an answer and counterclaim
alleging, among other things, nonpayment by Vencor in the amount
of approximately $36,000 for environmental services provided by
Empe with respect to certain projects unrelated to the Properties.

Empe, Vencor and Empe's insurer, DPIC Companies, Inc., first
entered into settlement discussions at a court-ordered settlement
conference before a federal magistrate in December of 1998. No
agreement was reached at that time. Discovery proceeded through
January of 2000, when Vencor made an adjusted settlement demand
based on information it had learned during discovery. In late
November of 2000 the federal magistrate involved in the case
convened another settlement conference. To avoid the lengthy and
costly alternative of litigation, the parties entered into earnest
settlement negotiations and arrived at the Settlement Agreement
over December 6 and 7.

Pursuant to this Settlement Agreement, Empe, through DPIC, will
pay Vencor $1 million in respect of the Site Assessments, from
insurance coverage provided by DPIC to Empe, and Vencor will pay
Empe $18,000 in respect of the Counterclaim. Vencor tells Judge
Walrath that the Settlement Agreement is a standard one entered
into by Vencor in respect of disputes of this kind, and provides
for mutual releases by Vencor, Inc. and Empe and Empe's insurers,
of all claims and causes of action arising from the Site
Assessments and the Counterclaim.

During discovery and settlement negotiation, Vencor learned that
Empe's coverage limits would be reduced by ongoing litigation
costs, and that at some point there was a risk that Empe's
insurance coverage would be exhausted. In light of these and other
factors, the Debtors believe that a prompt recovery of the full
amount of their claims is uncertain. The Debtors doubt if they
could ever collect the full amount of their initial claim. The
issues are complicated and subject to costly and lengthy
litigation. Vencor believes that the Settlement Agreement
represents a satisfactory resolution of their claim against Empe
and would like to enter the Settlement Agreement as soon as

The Debtors therefore seek entry of an Order (i) authorizing
Vencor, Inc. to enter into the Settlement Agreement, (ii)
approving the terms of the Settlement Agreement in their entirety,
(iii) authorizing the Debtors to take such actions as may be
necessary and appropriate to implement the terms of the Settlement
Agreement, and (iv) granting such other and further relief
as the Court deems just and proper. (Vencor Bankruptcy News, Issue
No. 22; Bankruptcy Creditors' Service, Inc., 609/392-0900)

VLASIC FOODS: Pickle Maker Warns SEC of Possible Bankruptcy Filing
Vlasic Foods International Inc., the pickle maker known for its
mascot stork with the Groucho Marx voice, saw its credit ratings
fall late this week after it warned in a Securities and Exchange
Commission filing that it may seek bankruptcy protection,
according to a Reuters report. Moody's Investors Service and
Standard & Poor's cut their ratings on the Cherry Hill, N.J.-based
company's debt and credit lines to low junk grades. Vlasic earlier
this week reported a huge first-quarter loss and said it was
likely to default on a debt issue and failed to comply with terms
of the credit line.

Vlasic said it is not in compliance with certain covenants under
its $320 million senior credit line, but has obtained a waiver
through Feb. 28. The company also said it is "unlikely" to make a
$10.25 million payment due Jan. 2 on its $200 million senior
subordinated notes that mature on July 1, 2009. One condition of
the credit line waiver is that Vlasic fund an escrow account for
the note payment by Dec. 28. If it doesn't do that, the banks
could accelerate repayment of the bank loan and block the interest
payment on the notes. (ABI, 18-Dec-00)

WESTPOINT STEVENS: Fitch Ratchets Senior Note Rating Down to BB-
Fitch has lowered its rating of WestPoint Stevens' $1 billion of
senior notes from 'BB' to 'BB-' due to the company's weakened
operations and credit measures, and the expectation that it will
take some time for the company to restore its credit profile. The
Rating Outlook remains Negative.

There has been a significant increase in leverage this year as
WestPoint's operations softened and debt levels increased to
finance share repurchases and pay a $100 million special dividend.
Adjusted debt/EBITDAR increased from 4.9 times in 1999 to 6.7x in
the 12 months ended Sept. 30, 2000. The Negative Rating Outlook
will remain in place until the company's business stabilizes and
there is some meaningful progress in reducing leverage. An
expanded license with Ralph Lauren and a new license with Disney
should help WestPoint return to a growth mode in 2001, despite the
weakened retail environment. At the same time, the company plans
to reduce capital spending and share repurchases in order to free
up cash flow for debt reduction. Acquisitions are expected to be
moderate in size, but could nevertheless slow the pace of debt
reduction. In the wake of the company's aborted recapitalization
effort, management indicated that it has ceased to explore
strategic alternatives to enhance stockholder value, including the
potential sale of the company. WestPoint Stevens is a leading
player in the domestic bed linen and bath towel markets. Its key
brands include its flagship Martex, as well as Ralph Lauren, which
it licenses. The company also has a chain of 56 retail outlet

WHEELING-PITTSBURGH: Employs Debevoise & Plimpton as Lead Counsel
Judge Bodoh reviewed and granted Wheeling-Pittsburgh Corporation's
Application to retain the law firm of Debevoise and Plimpton of
New York City as their lead counsel in their on-going chapter 11
bankruptcy cases.  The services to be provided by the firm are:

   (a) Advising the Debtors with respect to their powers and
duties as debtors-in-possession in the continued management and
operation of their businesses and properties, including the rights
and remedies of the Debtors with respect to their assets and with
respect to the claims of creditors;

   (b) Taking the necessary legal steps relating to negotiation,
confirmation and implementation of a plan or plans of

   (c) Preparing on behalf of the Debtors as debtors-in-possession
necessary applications, motions, complaints, answers, orders,
reports and other pleadings and documents;

   (d) Appearing before this Court and other officials and
tribunals and protecting the interests of the Debtors in other
jurisdictions and other proceedings; and

   (e) Performing such other legal services for the Debtors, as
debtors-in-possession, as may be necessary and appropriate.

The current hourly rates of the partners, associates and legal
assistants of Debevoise & Plimpton who are expected to render
legal services to the Debtors in connection with these Chapter 11
cases are as follows:

        Steven R. Gross                   $ 595
        Michael E. Wiles                  $ 595
        Richard F. Hahn                   $ 585
        Lorna G. Schofield                $ 585
        David Duff                        $ 595
        Judith Taft                       $ 395
        Hilary Sokolowski                 $ 395
        Charles R. A. Morse               $ 385
        My Chi To                         $ 330
        Young Lee                         $ 330
        Faune P. Devlin                   $ 330
        Chong Alexandra Friedman          $ 330
        Alison L. LaCroix                 $ 240
        James B. Roberts                  $ 240
        Sean Mack                         $ 240
        Alexia Richmond (Legal assistant) $ 150

Other attorneys may from time to time render services to the
Debtors in these cases.

On behalf of D&P Michael E. Wiles disclosed that since the middle
of September, 2000, the first has performed legal services for the
Debtors in preparation for these cases, and the firm has been
completely compensated for all prepetition work for the Debtors.
The firm received a total of $865,550.52 for its prepetition
services and has received a prepetition retainer in the sum of
$250,000 to be applied against future fees and expenses.

Mr. Wiles further disclosed on behalf of D&P that the firm has
provided legal services to Pricewaterhouse Coopers LLP regarding
intellectual property and libel law and other matters, and has
provided advice to Jay Alix & Associates in connection with The
Questor Fund, a fund initiated by a crisis manager at Jay Alix.
Mr. Wiles further disclosed that the firm has performed services
for Bank One in the form of representation of a witness in
connection with a grand jury subpoena, and the firm of Donaldson,
Lufkin & Jenrette Securities Association as financial advisor
to trustees and in other trust, acquisition, and other legal
matters. The firm has provided legal services in connection with
creditors' rights, insurance regulation, limited partnerships,
mergers and acquisitions to Credit Suisse First Boston
Corporation, a creditor of the Debtors. The firm has provided
other legal services to other entities and persons having an
interest in these cases; however, none of these matters were
related to the instant proceedings. (Wheeling-Pittsburgh
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service, Inc.,


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.

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