TCR_Public/001228.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 28, 2000, Vol. 4, No. 253

                           Headlines

AMERICAN TOWER: S&P Places Senior Unsecured Debt Rating on Watch
ANICOM, INC: Commences Asset Sale; Intends to File for Bankruptcy
ARMSTRONG WORLD: Pays Wage, Salary & Employee Benefits Claims
AVIANCA AIRLINE: Fitch Cuts Air Receivable-Backed Notes to B-
BRADLEES, INC: Announces Orderly Wind-Down of Its Business

CAVION TECHNOLOGIES: Files Chapter 11 Protection in Colorado
EC CUBED: Software Firm Seeks Chapter 11 in Worcester, Mass.
FINOVA CAPITAL: Moody's Downgrades Senior Debt Rating to Caa1
FRANCHISE LOAN: Fitch Junks Franchise Loan Receivables Trusts
GST TELECOMM: Moves Sale Agreement Termination Date to Jan. 12

ICG COMMUNICATIONS: Hires Skadden Arps as Lead Bankruptcy Counsel
INSTRON CORP: Moody's Rates 13.25% Senior Subordinated Notes Caa1
INTEGRATED HEALTH: Resolves Invacare's Reclamation Claims
KCS ENERGY: Creditors & Noteholders Agree on Amended Plan
LEGEND AIRLINES: Secures More Time to Look for Investors

LEHMAN BROTHERS: Fitch Affirms Multiclass Pass-Through Cert. at D
LITTON INDUSTRIES: Fitch Places Debt Ratings on Watch Negative
NATIONAL BOSTON: Resumes Operations; Plan Confirmation Pending
NATIONWIDE CREDIT: Moody's Gives Thumbs Down to Credit Ratings
NORTHWESTERN STEEL: Continues Operations Following Chapter 11

OUTBOARD MARINE: Case Summary and 20 Largest Unsecured Creditors
OMC FISHING: Case Summary and 20 Largest Unsecured Creditors
OMC RECREATIONAL: Case Summary and 20 Largest Unsecured Creditors
OUTBOARD MARINE: Case Summary and 20 Largest Unsecured Creditors
OWENS CORNING: Debtors File Their Statement of Financial Affairs

PATRIOT COMPUTER: Toronto PC Maker Seeks Bankruptcy Protection
POLAROID CORP: Fitch Lowers Debt Rating to BB-; Outlook Negative
QUALITY DISTRIBUTION: Moody's Chops Debt Ratings; Outlook Negative
REGENT LAS VEGAS: Judge Denies $20MM Loan to Keep Casino Afloat
SOCAL EDISON: Utility May Consider Seeking Bankruptcy Protection

UNAPIX ENTERTAINMENT: AMEX Delists Common Stock
WHEELING-PITTSBURGH: Poorman-Douglas Retained as Claims Agent

                           *********

AMERICAN TOWER: S&P Places Senior Unsecured Debt Rating on Watch
----------------------------------------------------------------
Standard & Poor's placed its senior unsecured debt rating on
American Tower Corp. (AMT) on CreditWatch with negative
implications, following the company's announcement that it is
acquiring the rights to sublease ALLTEL Corp.'s 2,193-tower
portfolio.

At the same time, Standard & Poor's affirmed its double-'B'-minus
corporate credit and double-'B' bank loan ratings on AMT. These
ratings are not on CreditWatch.

The CreditWatch listing of the senior unsecured debt rating
reflects the potential for additional secured bank debt to enter
the company's capital structure. AMT has expanded its credit
facility by $500 million to $2.5 billion in conjunction with the
ALLTEL transaction. The ALLTEL transaction is expected to close in
tranches starting sometime in the second quarter of 2001.

Currently, the senior unsecured notes are rated one notch below
the corporate credit rating. Standard & Poor's will review AMT's
permanent financing plans and capital structure to determine if
the senior unsecured debt rating should be lowered an additional
notch.


ANICOM, INC: Commences Asset Sale; Intends to File for Bankruptcy
-----------------------------------------------------------------
Anicom, Inc. announced that it has already started to liquidate
its assets and intends to file for protection with the U.S.
Bankruptcy Court. The Company, which has been under investigation
for accounting "irregularities" since July 2000, further announced
that it had agreed to sell its Canadian operations to
Tricontinental Communications Ltd., of Vancouver, B.C. for an
undisclosed price.(New Generation Research, Inc., 26-Dec-00)


ARMSTRONG WORLD: Pays Wage, Salary & Employee Benefits Claims
-------------------------------------------------------------
Armstrong World Industries regularly incurs payroll obligations to
its employees for their services. Of the approximately 18,300
persons employed by the Debtors worldwide, over 5,500 are
employees of AWI.

AWI's employees can be divided into two different groups:

   (a) 2,657 salaried employees, including certain full-time
employees, certain part-time employees, production employees, and
WAVE employees; and

   (b) approximately 2,844 hourly employees, including certain
full and part-time union and non-union employees.

Michael D. Lockhart, the CEO of Holdings, who in such capacity
oversees, manages and supervises AWI's business, is included in
Group (a) above. Although Mr. Lockhart is an employee of Holdings,
under a management services agreement between AWI and Holdings AWI
has agreed to reimburse Holdings for certain shared expenses,
including Mr. Lockhart's salary and expense reimbursements, and
Mr. Lockhart participates in many of AWI's employee benefit plans.
Instead of reimbursing Holdings (which has no operating or other
income from which to pay any obligations), AWI pays such salary
and expenses directly.

Production employees included in (a) and hourly employees in (b)
are generally maintenance and factory workers servicing AWI's
plant facilities.

Neither Desseaux nor Nitram has any employees, and occasionally
employees of AWI perform services required of Desseaux or Nitram.
The costs of services performed by AWI employees on behalf of
Desseaux or Nitram have been negligible and have not been charged
against such Debtors.

AWI estimates that, as of the commencement of these proceedings,
AWI's obligations with respect to accrued and unpaid wages,
salaries, and amounts that AWI is required to pay directly in
respect of state unemployment taxes and contributions on behalf of
employees aggregate approximately $8.5 million. This total
represents those amounts owed to Salaried Employees and Hourly
Employees that have accrued since the last date such obligations
were paid by AWI and takes into account:

   (a) all checks issued and paid (but which may not have been
presented for payment or cleared); and

   (b) all fund transfers completed prior to the Petition Date.

Before the Petition Date, such accrued compensation obligations
owed to employees or required to be paid on their behalf would
have been included in the next compensation check issued or
remitted to the appropriate tax authorities, in each case in the
ordinary course of AWI's business.

In the ordinary course of business, as is customary with most
large companies, AWI maintains various employee benefit plans and
policies for the benefit of its current and former employees,
retirees and their dependents, and directors (including directors
of Holdings). (Part-time salaried employees are not eligible for
certain employee benefits.) The employee benefits include:

   (a) a non-qualified pension plan;

   (b) a 401(k) plan;

   (c) deferred compensation plans;

   (d) numerous employee welfare benefit plans, such as flexible
spending programs for medical and dependent care, and medical,
dental, and other health, life insurance, disability, sick pay,
travel accident, and employee assistance benefit plans; and

   (e) compensation-based employee programs and policies, such as
vacation pay, overtime pay, holiday pay, severance, jury duty, or
other salary continuation, education, expense reimbursement, and
performance or other bonuses.

Certain employee benefits are provided by use of payroll
deductions from employees' wages, such as additional term life
insurance coverage, flexible spending account balances for medical
or dependent care expense reimbursements, 401(k) contributions,
long-term care insurance, and other similar employee-requested
deductions.

AWI's vacation policy provides Salaried and Hourly Employees
(subject to certain exceptions) with up to six weeks of vacation
time, based upon the length of their company service. A week of
vacation is equivalent to five workdays. As a general matter,
vacation time is earned during the current calendar year and is
not accrued based upon service in the prior year. Employees are
required to take all earned vacation time during the calendar
year, or to commence such vacation prior to the end of the
calendar year. On average, AWI pays approximately $360,000 per
week for paid vacations.

All Hourly Employees are eligible to receive up to two weeks of
pay in lieu of vacation. In order to receive pay in lieu of
vacation for a particular year, Hourly Employees at AWI's plant
facilities generally must notify management by mid-April of that
particular year of their intention to waive vacation weeks. Within
one week from the date of such notification, Hourly Employees
receive pay in lieu of vacation. Accordingly, all request for pay
in lieu of vacation for the year 2000 were satisfied as of April
30, 2000. Non-union Hourly Employees, or their beneficiaries, are
also eligible to receive pay in lieu of vacation upon cessation of
employment due to death, retirement, layoff, or a charge in
employment status from temporary disability to termination or
long-term disability.

Salaried Employees are not generally eligible to receive pay in
lieu of vacation. However, upon termination of employment,
Salaried Employees (other than production employees) receive
vacation payment based on the vacation earned to the date of
termination, less any vacation taken prior to the date of
termination. In addition, Salaried Employees who retire from
active company service on January 1 of a year may receive
pay, in lieu of vacation, for vacation earned by not taken in the
calendar year immediately preceding retirement.

As the end of the year approaches, the Debtors believe that Hourly
and Salaried Employees are expecting to fully utilize their
accrued and unused vacation rather than to forfeit the same. In
fact, many employees have previously planned on using their
vacation during this time of year. AWI's failure to continue
vacation pay and practices during this time of year would probably
result in a substantial deterioration in employee morale and
relations.

AWI estimated that, as of the Petition Date, its accrued and
unpaid obligations on account of Employee Benefits total
approximately $97.5 million, which amount is comprised of:

   (a) payments aggregating approximately $74.5 million on account
of the Pension/Retirement Plans, which amount will largely be paid
out over a period of decades;

   (b) payments aggregating approximately $6 million on account of
the Welfare Plans; and

   (c) payments aggregating approximately $17 million on account
of the fringe benefit plans.

Included in the pension/retirement plans is the Retirement Benefit
Equity Plan, a non-qualified plan that covers approximately 215
former and active employees of AWI. Only former employees,
however, can elect to receive distributions under the RBEP. The
current balance owed under the RBEP is approximately $32 million,
which sum will largely be paid in monthly installments over
several decades. As is the case with other retirement plans, the
RBEP represents the accumulation of benefits over the period of an
employee's service with the Debtors and, as such, current and
former employees have a strong unity in their sense of entitlement
to such benefits. Moreover, such employees have likely made or
will make their decisions to retire based on the expectation of
receiving such benefits. In particular, the current employees
contemplating retirement or having previously announced their
intention to retire may suspect their retirement absent certainty
regarding payment of their retirement benefits. AWI does not wish
to discourage employees who desire to retire (with the exception
of key employees whose retention is believed to be important) from
doing so in the ordinary course of its business.

Typically, payments under the RBEP are made monthly to a former
employee until his or her death, with some survivor benefits.
AWI's monthly payments under the RBEP are approximately $300,000.
Effective January 1, 2000, AWI allowed employees to elect to
receive single-sum distributions, subject to a 6% penalty if less
than one year's notice is provided. By this motion, AWI sought
authority only to continue making the regular monthly payments and
not the single-sum distributions, although AWI reserved its right
hereafter to request authorization to resume honoring single-sum
distribution requests.

AWI also has in place a Directors Retirement Income Plan. This
plan, which was eliminated in 1996, applied to seven former
directors of AWI. Three of such directors have lifetime benefits
under this plan, while the benefits for the four other directors
expire in 2001, 2007, 2009, and 2012. By this Motion, AWI
expressly did not seek authority to continue making payments under
this plan, although AWI reserved its right hereafter to request
authorization to resume honoring its obligations under this plan.

AWI maintains the Retirement Savings and Stock Ownership Plan to
which it ordinarily made employee 401(k) contributions, which are
funded by employee voluntary sage deferral elections. Such
contributions are made in cash and are then used by the RSSOP to
purchase shares of Holdings stock from the stock ownership
accounts that are a component of the RSSOP. AWI historically has
been obligated to make matching contributions with respect to the
employee 401(k) contributions to the RSSOP at the rate of 50% of
each employee's 401(k) contributions, not exceeding 6% of the
employee's compensation, but only if such 401(k) contributions
were allocated by the employees to Holdings stock. Matching
contributions have previously been made by AWI in the form of
shares of Holding stock. The RSSOP has also received cash
dividends with respect to Holdings stock credited to employees'
accounts under the RSSOP.

In view of the substantial decline in the value of Holdings stock,
AWI amended the RSSOP in the ordinary course to no longer permit
cash held by the RSSOP to purchase Holdings stock. Such amendment
applies to amounts contributed prior to AWI's Petition Date and
thereafter. In addition, AWI amended the RSSOP shortly before the
Petition Date to provide for a matching contribution in cash in
respect to employee 401(k) contributions, regardless of whether
such 401(k) contributions are allocated to Holdings stock. The
matching contribution remains at 50% of each employee's 401(k)
contributions, not exceeding 6% of such employee's compensation.

In connection with a reduction of AWI's retiree medical benefits
in 1989, AWI also has traditionally allocated a small number of
shares of Holdings stock under the RSSOP every six months to each
participating employee so that they could accumulate capital to
satisfy their future retiree medical expenses. AWI has amended the
RSSOP to provide for the substitution of cash in lieu of shares of
Holdings stock with respect to such allocation scheduled for
December 13, 2000. The semi-annual amount expected to be
contributed in cash is approximately $36,000 in the aggregate for
all participating employees.

By this Motion, AWI sought and obtained judicial approval and
authorization to continue the employee benefits, and to make the
cash contributions described above, including, without limitation,
the contributions with regard to employee 401(k) contributions in
accordance with the terms of the RSSOP.

AWI also maintains deferred compensation plans to which current
and former employees and/or directors have voluntarily deferred
receipt of their compensation until a date of payment elected by
such participants. The current, principal deferred compensation
plan for AWI has been in place since 1986 and covers approximately
30 active and 60 former employees, as well as nine active and
three former directors. The aggregate amount of account balances
in the deferred compensation plan totals approximately $35
million, which sum will largely be paid in monthly installments
over several decades, approximately $8 million of which applies to
the active employees, approximately $26 million of which applies
to former employees, approximately $300,000 of which applies to
active directors, and approximately $700,000 of which applies
to former directors. Under this plan, employees and directors can
elect to withdraw all or a portion of their deferred compensation
in a lump sum at any time. If they do not give at least one year's
notice of a lump sum withdrawal, then the withdrawal is subject to
a 6% penalty. Employees also have the choice of electing to
receive annuity payments, which typically are paid over a 15-year
period for employees and over a 10-year period for directors,
instead of receiving lump-sum payments.

AWI also continues to maintain a deferred compensation plan for
certain employees of Thomasville Furniture Industries, Inc., a
business that was sold well before the Petition Date. This
deferred compensation plan covers approximately 50 people with
aggregate account balances of $5.4 million. AWI expects to make
total payments under this plan of approximately $150,000 for the
entire calendar year 2001.

AWI also maintains a prior deferred compensation plan for former
directors. By their Motion, the Debtors specifically did not seek
authorization to continue making payments under such deferr3ed
compensation plan.

Participating employees and directors in the current deferred
compensation plans are highly sensitive to the status of their
deferred compensation, and any failure to pay deferred
compensation as and when due would likely have a substantial
adverse impact on employee morale and relations. Accordingly, the
Debtors sought and obtained authority to continue to honor its
obligations under AWI's current deferred compensation plan and the
Thomasville Furniture deferred compensation plan, except that with
respect to AWI's current deferred compensation plan AWI reserved
the right, in its discretion, to not honor any single-sum
withdrawal requests, and with respect to Thomasville Furniture AWI
will not honor any single-sum withdrawal requests.

AWI customarily reimburses its employees for a variety of business
expenses incurred in the ordinary course of employment. These
reimbursable business expenses include, but are not limited to,
those incurred in connection with travel, relocation, long-
distance and cellular phone charges. In some instances, employees
may use personal cash or credit cards, or corporate cards that are
issued to the employees by American Express for incurring eligible
business expenses. These charges are then paid by the employee and
reimbursed by AWI upon the employee's submission of a receipt.
Because the employees do not always submit such claims for
reimbursement promptly, it is difficult for AWI to determine the
exact amount outstanding at any particular time. AWI estimated
that, as of the Petition Date, AWI's obligations with respect to
eligible expense to be reimbursed to employees aggregate
approximately $800,000.

AWI sought and obtained judicial authorization to make these
reimbursements in the ordinary course of its business.

As is customary at most large companies, AWI utilizes the services
of consultants in the ordinary course of business in order to
facilitate the administration and maintenance of employee
benefits. The Debtors estimated that approximately $443,000 was
accrued and unpaid on account of services provided to AWI by such
professionals and consultants prior to the Petition Date. This
amount consisted of the following approximate amounts, obliges and
purposes:

      $ 50,000         Fidelity Investments and
                       Chase Manhattan Bank
                       Administrators of AWI's 401(k) programs

      $140,000         Corporate Benefit Services, Inc.
                       Processors of medical and dental claims

      $ 40,000         UNUM Life Insurance Company
                       of America
                       Administrators of integrated disability
                       management pilot program

      $ 35,000         Ceridian
                       Processors of flexible spending plan claims

      $ 19,000         Wachovia Bank, Trustee
                       AWI's pension plans

      $ 40,000         Various record keepers, actuaries and
                       auditors
                       Employee benefits

      $ 80,000         Hewitt Associates, LLC
                       Consultants for AWI's benefit plans

      $ 35,000         Various banks for letters of credit
                       for rabbi trust funding

      $ 4,000          ProBusiness
                       Payroll tax administration

The Debtors sought and obtained judicial authorization to pay
these amounts and to continue to receive services from and
compensate these parties in the ordinary course of their business.

As a result of several workforce programs, an increase in
voluntary senior management turnover, and uncertainty regarding
AWI's prospects, employee morale and retention were greatly
diminished during the period prior to the filing of AWI's
petition. AWI faced extreme difficulty in recruiting individuals
with the specialized skills needed to fill open key senior
management positions. Moreover, employee retention was
particularly challenging as it became clear that AWI would not be
paying annual bonuses in amounts consistent with prior years. To
retain key employees during that critical period prior to the
commencement of these cases and beyond, AWI agreed that 39 senior
managers would receive an annual bonus of not less than 50% of
their salary in respect of the year 2000 (estimated to be
approximately $4.1 million). In addition, AWI adopted a key
management retention plan covering the same 39 senior managers and
providing for a bonus of 50% of such manager's base salary
in December 2001. The aggregate amount of retention payments under
this program is estimated to be approximately $4.1 million
(assuming all 39 participants remain employed through the
retention period), which is 50% of the current annual salaries of
the participants. Payments under these two retention plans are
only payable if the employee has not resigned or been terminated
for cause before the date of such payment.

The Debtors argued that the failure to honor this key employee
retention plan, which was determined to be necessary to keep the
core management team in place during a tumultuous period, would
deeply affect employee morale, relations, productivity, and
retention. Employees have relied upon the key employee retention
plan in continuing their employment with AWI to date, and the
failure to continue the program or permitting its status to remain
unclear will likely be disruptive. Furthermore, prior to the
commencement of these cases, employees traditionally received
stock and stock options as part of their long-term compensation.
Because the value of such stock has experienced a marked decline
as a result of the commencement of these cases, a decline in
employee morale, relations, productivity, and retention is certain
if the benefits under the program are not honored. The Debtors
asserted that the high costs associated with recruiting external
candidates further justified continuation of the key employee
retention plan. The retention plan extends only through December
2001 and, if appropriate, AWI will seek approval at a later date
for any retention arrangements beyond such date or for current
employees beyond the previously identified 39 senior managers.

Mr. Lockhart, the CEO of Holdings, does not participate in the key
employee retention plan, and AWI may seek separate court approval
at a later date for any retention arrangement for Mr. Lockhart.
The second and third highest compensated individuals in the
company are employed by Triangle Pacific Corp., which is not a
debtor in these cases. Triangle Pacific Corp. will pay such bonus
to the second highest compensated individual in he ordinary course
out of its own funds. The third highest compensated individual is
not eligible to receive any retention bonus.

After review of the evidence and the arguments of counsel, Judge
Farnan entered an Order authorizing the relief as requested in the
Debtors' motion. (Armstrong Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


AVIANCA AIRLINE: Fitch Cuts Air Receivable-Backed Notes to B-
-------------------------------------------------------------
Fitch has downgraded Avianca Airline Ticket Receivables Master
Trust from `B+' to `B-`. The rating action is based on continued
negative performance for the Colombian airline, which has resulted
in a restructuring of major company obligations. The adjusted
rating remains on Rating Watch Negative. Fitch will continue to
closely monitor the company and take follow-up rating action as
necessary.


BRADLEES, INC: Announces Orderly Wind-Down of Its Business
----------------------------------------------------------
Bradlees, Inc.(NASDAQ:BRAD) announced it has filed for protection
pursuant to Chapter 11 of the US Bankruptcy code in order to
conduct an orderly wind-down of its business and sale of its
assets.  Bradlees and its Board of Directors had explored a number
of options, including strategic consolidation, before determining
that an orderly wind-down of operations offered the best
alternative to maximizing the value of the Company.

Pending bankruptcy court approval, the Company has reached an
agreement to sell its inventory to a consortium led by Gordon
Brothers Retail Partners LLC, based in Boston, Massachusetts. The
Company expects to retain store associates through this process.
The Company is also considering options with respect to the sale
of its leasehold interests.

The Company will begin a phase-out of its headquarters and
distribution functions beginning this week. The bankruptcy court
granted a request to permit a payment of partial severance to
employees.

In its petition, the Company cited a general economic downturn,
including rising interest rates and higher gas and heating oil
prices, as factors which have reduced the disposable income
available to Bradlees' core customers. In addition, the filing
stated that new competition, unseasonable weather in the first
half of 2000, and more recently, the tightening of trade credit
and curtailment of inventory shipments had an adverse affect on
the Company's ability to continue to operate.

Bradlees operates 105 stores and three distribution centers in
seven Northeast states with sales of $1.5 billion in 1999.

Bradlees offers an assortment of merchandise focused on basic and
casual apparel, basic and fashion items for the home, and
commodity and convenience products. The Company employs
approximately 9,800 employees.


CAVION TECHNOLOGIES: Files Chapter 11 Protection in Colorado
------------------------------------------------------------
Cavion Technologies Inc., which provides a secure network to
credit unions offering banking products and other services via the
Internet, said that it filed for chapter 11 protection in the U.S.
Bankruptcy Court for the District of Colorado, according to a
Reuters report.  The Englewood, Colo., company said that it is in
negotiations with several parties interested in acquiring its
assets and providing capital for it to continue its operations and
services.  Cavion said it expects to file an initial request for
approval of interim financing next week, after an agreement is
reached. (ABI, 26-Dec-00)


EC CUBED: Software Firm Seeks Chapter 11 in Worcester, Mass.
------------------------------------------------------------
EC Cubed Inc., an e-commerce software company that helped
companies sell products online, filed a chapter 11 petition in the
U.S. Bankruptcy Court in Worcester, Mass., according to the
Telegram & Gazette.  EC Cubed Inc. said the total company assets
were $7.2 million while total debts equaled $7.5 million. The
company's attorney, Bruce Smith, said he expects the estimated
assets to drop between $3.5 million and $4 million after a more
thorough review of finances.

The Worchester, Mass.-based company ceased operations last week,
having used up $53 million in venture funding since it was founded
in 1996. When the company closed, about 270 people were laid off.
The company's web site has been shut down and most of the
corporate officers have resigned. EC Cubed plans to liquidate its
software supply by selling it to another company. "The most likely
outcome is that the assets will be sold off and the company won't
be resurrected," Smith said. The company's major secured creditor
is Silicon Valley Bank of California, which has a secured interest
of about $2.5 million. (New Generation Research, Inc., 22-Dec-00)


FINOVA CAPITAL: Moody's Downgrades Senior Debt Rating to Caa1
-------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of FINOVA
Capital Corporation (senior debt to Caa1 from B3) and of its rated
affiliates. The ratings remain on review for possible further
downgrade.

Moody's rating action follows FINOVA's press release that states,
among other things, that FINOVA intends to propose a comprehensive
debt restructuring that will likely include debt forgiveness from
its public debtholders as well as its bank group. In its review,
Moody's will consider the extent of impairment of FINOVA's rated
debt once a plan has been presented and analyzed.

The following ratings were downgraded and remain on review for
possible further downgrade:

   * FINOVA Capital Corporation

      a) Long-Term Issuer to Caa1 from B3

      b) Senior to Caa1 from B3

      c) Subordinated Shelf to (P)Ca from (P)Caa2

   * FINOVA Group Inc.

      a) Convertible Subordinated Debt to Ca from Caa3

   * FINOVA Finance Trust

      a) Preferred Stock to "ca" from "caa"

   * FINOVA Group Inc.

      a) Cumulative Preferred Stock Shelf to (P)"ca" from (P)"caa"

      b) Non-Cumulative Preferred Stock Shelf to (P)"c" from
          (P)"ca", and is no longer on review.

FINOVA Capital Corporation is a commercial finance company; its
operations are primarily in the United States. At September 30,
2000, FINOVA Capital Corporation reported total assets of
approximately $13 billion. FINOVA Capital Corporation is a wholly
owned subsidiary of FINOVA Group, Inc., and it is based in
Scottsdale, Arizona.


FRANCHISE LOAN: Fitch Junks Franchise Loan Receivables Trusts
-------------------------------------------------------------
Fitch downgrades Franchise Loan Receivables Trust 1996-B (1996-B)
class A from 'A-' to 'CC', class B from 'BB+' to 'DDD', class C
from 'B' to 'DD', class D from 'CCC' to 'D' and class E from 'CCC'
to 'D'. The securities no longer remain on Rating Watch Negative.

The downgrade of the class A was a result of the declining
collateral performance of the underlying loan pool. The rating
action on classes B, C, D and E are a direct result of a missed
interest payment which translates into a default under Fitch's
rating scale. The missed payment was caused by a lack of
liquidity as the reserve account is currently exhausted due to the
unusually high amount of defaults and delinquencies (60%) in the
loan pool. Unlike other FMAC securitizations, 1996-B does not
provide for servicer advances as the reserve account was to act in
this capacity.

Fitch is continuing to monitor the performance of 1996-B as well
as other FMAC securitizations.


GST TELECOMM: Moves Sale Agreement Termination Date to Jan. 12
--------------------------------------------------------------
GST Telecommunications, Inc. announced that on December 19, 2000,
the Company and its subsidiaries and Time Warner Telecom, Inc.
agreed to extend the date by which either party could terminate
their September 11, 2000 Asset Purchase Agreement under Section
8.2(b) of that agreement from December 20, 2000 to Noon Eastern
Time on January 12, 2001. This date was previously extended from
December 1, 2000 to December 20, 2000 through a Motion approved by
the U.S. District Court for the District of Delaware on December
6, 2000. GST has been operating under Chapter 11 protection since
May 17, 2000. (New Generation Research, Inc., 26-Dec-00)


ICG COMMUNICATIONS: Hires Skadden Arps as Lead Bankruptcy Counsel
-----------------------------------------------------------------
ICG Communications and its debtor-affiliates ask the U.S.
Bankruptcy Court in Wilmington that they be authorized to employ
the law firm of Skadden, Arps, Meagher & Flom (Illinois) and its
affiliated law practice entities as lead counsel for the Debtors
in these Chapter 11 proceedings.

Prior to the commencement of these proceedings, the Debtors sought
the advice and counsel of Skadden Arps with respect to, among
other things, advice regarding restructuring matters in general
and preparation for the potential commencement and prosecution of
Chapter 11 cases for the Debtors. The firm thus had obtained
extensive knowledge of the Debtors businesses and legal and
financial affairs. Postpetition, Skadden Arps will render the
following services:

   (a) Advise the Debtors with respect to their powers and duties
and duties as debtors and debtors-in-possession in the continued
management and operation of their businesses and properties;

   (b) Attend meetings and negotiate with representatives of
creditors and other parties in interest and advise and consult on
the conduct of the case, including all of the legal and
administrative requirements of operating in Chapter 11;

   (c) Take all necessary action to protect and preserve the
Debtors' estates, including the prosecution of actions on their
behalf, the defense of any actions commenced against those
estates, negotiations concerning all litigation in which the
Debtors may be involved and objections to claims filed against the
estates;

   (d) Prepare on behalf of the Debtors all motions, applications,
answers, orders, reports and papers necessary to the
administration of the estates;

   (e) Negotiate and prepare on the Debtors' behalves plan(s) of
reorganization, disclosure statement(s), and all related
agreements and/or documents and take any necessary action on
behalf of the Debtors to obtain confirmation of such plan(s);

   (f) Advise the Debtors in connection with sale of any assets;

   (g) Appear before this Court, any appellate courts, and the
United States Trustee, and protect the interests of the Debtors'
estates before such courts and the United States Trustee; and

   (h) Perform all other necessary legal services and provide all
other necessary legal advice to the Debtors in connection with
these Chapter 11 cases.

David S. Kurtz, a member of Skadden Arps, disclosed that the firm
was paid a retainer of $500,000 upon execution of the engagement
agreement.

Prior to the commencement of these cases, the Debtors paid Skadden
Arps the sum of $180,051 through September 30, 2000, $404,187
through October 15, 2000, $553,723 through October 31, 2000, and
$350,000 through the Petition Date for fees and expenses charged
in contemplation of these cases.

Skadden Arps will be charging the Debtors through a bundled rate
structure which includes $445 to $670 for partners, $420 for
special counsel and counsel, $230 to $410 for associates, and $80
to $160 for legal assistants and support staff. These hourly rates
are subject to periodic increases in the ordinary course of
Skadden Arp's business, generally due to the increased experience
of a particular professional.

Mr. Kurtz has advised, on behalf of Skadden Arps, that the firm
has no interest adverse to these estates on the matters on which
the firm is retained, but in the interests of full disclosure
states that Mr. Allan K. Chow, Vice President and Treasurer of the
Debtors, may be an outside director of Watson Pharmaceuticals,
Inc., which was formerly represented by Skadden Arps on matters
unrelated to the Debtors. Also, Gregory C. K. Smith, a Director of
ICG Telecom Canada, Inc., is also an Executive Vice President of
Ford Motor Credit Company, a subsidiary of Ford Motor Company,
which is represented by Skadden Arps on matters unrelated to
the Debtors.

Mr. Kurtz further disclosed that Skadden Arps has represented The
Royal Bank of Canada, Agent for the DIP Facility, in matters
unrelated to the Debtors, and currently represents Bank of
America, N.A., Barclays PLC, and the Bank of Montreal in matters
unrelated to the Debtors. All of these are prepetition lenders to
the Debtors. The firm also represents clients believed to be the
parent companies of other of the prepetition lenders: The Finova
Group (Finova Capital Partners); First Union Corporation (First
Union National Bank); General Electric Company, Inc. (General
Electric Capital Corporation); and Liberty Mutual Insurance
Company ((Stein Roe and Farnham Incorporated and Keyport Life
Insurance Company). Because the firm believes there are no
infirmities in the perfection of the prepetition lenders' security
interests, and in the absence of any indication from the Debtors'
management of any claims against the prepetition lenders, the firm
has rendered advice to the Debtors on the prepetition claims of
these entities against the Debtors.

The firm of Skadden Arps also represents The Chase Manhattan Bank
and Heller Financial, Inc., firms which may participate as
postpetition secured lenders, on matters unrelated to these
Chapter 11 proceedings. Mr. Kurtz further disclosed that Helene
Kaplan, a partner of the firm, is a director of Chase Manhattan
Bank and Chase Manhattan Corporation. Mr. Kurtz believes that the
firm can undertake to give unbiased and conflict-free advice to
the Debtors in these matters.

Skadden Arps represents or has represented Newcourt Capital
Corporation aka AT&T Credit Corporation, Southern California
Edison, and Louisville Gas & Electric Company on matters unrelated
to the Debtors. These entities are parties to secured financing
transactions structured as capital leases with the Debtors.
Skadden Arps also represents Pennsylvania Power Company, which is
owned by Ohio Edison Company, a party to a lease transaction with
the Debtors.

Mr. Kurtz further disclosed that the firm has represented or
represents IntelCom Group (USA) Inc., Morgan Stanley Group, Inc.,
and Acorn Investors Limited, which are holders of record of
discount notes of the Debtors, in matters unrelated to the
Debtors. Skadden Arps also represents the underwriter, Morgan
Stanley & Co., Inc., on matters unrelated to the Debtors and their
Senior Notes.

Norwest Bank Colorado N.A. is the indenture trustee with respect
to each issuance of the Debtors' senior notes. Skadden Arps does
not represent Norwest, but does represent its ultimate parent,
Wells Fargo & Company, on matters unrelated to the Debtors.

Mr. Kurtz further disclosed that the firm represents or has
represented a number of the holders of unsecured claims listed in
the largest 50 holders by amount but only on matters unrelated to
the Debtors.

Skadden Arps also represents Wasserstein Perella & Co., Inc., and
an affiliate of Gleacher Capital Partners, each of whom may make
or have made application to be employed as professionals by these
estates. In addition, in the three years prior to these Petition
Dates, the firm has obtained accounting services from each of
KPMG, LLP, and Ernst & Young, LLP, proposed accountants for the
Debtors, on matters unrelated to these cases.

Mr. Kurtz and the firm of Skadden Arps has assured the Court that
the firm's representation of these entities will not affect the
firm's representation of the Debtors in these cases as the firm
does not represent these entities in any matters adverse and/or
related to the Debtors. In the Engagement Agreement Skadden Arps
specifically disclosed to the Debtors that the firm may have
represented or represents creditors and other interested parties
in matters unrelated to the Debtors, and intends to continue to
represent these parties in the future. The Debtors have agreed
that Skadden Arps' representation of the Debtors would not be used
as a basis for disqualifying the firm from representing another
client in any particular matter vis-.-vis a third party. (ICG
Communications Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


INSTRON CORP: Moody's Rates 13.25% Senior Subordinated Notes Caa1
-----------------------------------------------------------------
Moody's Investors Service downgraded Instron Corporation's $60
million of 13.25% senior subordinated notes, due 2009, to Caa1
from B3 and downgraded its $80 million of senior secured credit
facilities to B2 from B1. The senior implied rating is B2. The
unsecured issuer rating is B3. The outlook is negative.
The downgrades reflect Instron's weak performance through the nine
months ended 9/30/00 primarily as a result of increased expense
associated with higher-risk structural testing contracts. Credit
measurements have been tight since Instron's 1999
recapitalization, leaving little cushion for a deviation from
plan. Leverage statistics are high and EBITA is insufficient to
cover total interest expense. The company received waivers for
bank covenants violated in the first two quarters of the year
(including net worth, minimimum adjusted EBITDA, and leverage
tests) and amended its senior credit agreement in Q3-00. Even
under this revised agreement, covenants are tight; the negative
outlook incorporates a strong possibility that these covenants
could be further tripped absent a meaningful improvement in
operating performance.

Instron has reorganized its structural testing division to focus
on more reliable contracts for which expenses can reasonably be
forecasted. The company has also reduced headcount in that
division by 84 employees through 9/30/00. In addition to problems
in the structural testing division, management stated that three
non-operating factors impacted performance: a change in accounting
for service revenues to lengthen revenue recognition from 3 months
to 12 months; software expenses that were previously capitalized;
and the impact of adverse currency translation - which reduced
book operating income by approximately $5 million. Management
believes performance in Q4-00 will demonstrate substantial
improvement. Fourth quarter is also typically the company's
strongest quarter.

For the 3 months ended 9/30/00 ("Q3-00), revenues decreased by
17.4% to $34.7 million, as a result of lower sales of sructural
testing equipment, and lower intenational sales (with the
exception of Asia). EBIT was $2.1 million, or 6.1% of sales in Q3-
00 versus $2.8 million (net of nonrecurring charges of $12.6
million), or 6.8% of sales in Q3-99. EBITA was $2.2 million, which
failed to cover interest expense of $3.6 million.

For the 9 months ended 9/30/00, revenues decreased by 13% to $109
million, as a result factors mentioned above. EBIT, net of
nonrecurring charges of $1.8 million) was $3.6 million, or 3.3% of
sales versus $8.5 million (net of non-recurring charges), or 6.7%
of sales for 9 months-99. Adjusted EBITA was $3.9 million, which
failed to cover interest expense of $10.8 million.

For LTM ended 9/30/00, sales, adjusted EBITA and adjusted EBITDA
were $159.8 million, $7.2 million, and $16 million,
respectively.This compares to pro forma sales, EBITA, and EBITDA
of $222 million, $19 million, and $24 million, respectively, when
the company was recapitalized in 1999. EBITA failed to cover total
interest expense of $15 million. (Adjusted EBITDA provided about
1x coverage.)

Total debt was $112.4 million, a 15.6x multiple of LTM adjusted
EBITA (7x adjusted EBITDA). Book equity was negative ($24.4
million), a deterioration from $15.8 million of book equity at
12/31/99. In addition, although $18.1 million was available under
the $50 million senior secured revolving credit facility at
9/30/00, it is unclear whether that balance would remain available
if covenants in the recently revised credit agreement were
tripped.

Instron Corporation, located in Canton, Massachusetts, is a world
leader in designing, manufacturing and servicing materials and
structural testing systems used in research and development and
quality control applications. For the latest 12 months ("LTM")
ended 9/30/00, sales, adjusted EBITA and adjusted EBITDA were
$159.8 million, $7.2 million, and $16 million, respectively.


INTEGRATED HEALTH: Resolves Invacare's Reclamation Claims
---------------------------------------------------------
In the ordinary course of their businesses, Integrated Health
Services, Inc., purchased, for their home respiratory services
operations (Rotech), certain medical and health care products and
equipment from InvaCare Corporation pursuant to a Dealer Incentive
Contract.

On February 11, 2000, InvaCare served Reclamation Demands on the
Debtors seeking the segregation and return of certain medical and
health care products and equipment sold by InvaCare to the Debtors
within the ten day period prior to the Filing Date.

The Debtors tell Judge Walrath that, with the assistance of their
advisors, they have analyzed the Reclamation Demands. Based ln
such analysis, they have concluded that InvaCare has a valid and
timely reclamation claim in the amount of $650,712 pursuant to
applicable state law and section 546(c) of the Bankruptcy Code.

As a result of negotiations, the parties agree that the
Reclamation Demands shall be denied. Instead of reclamation,
InvaCare will be granted an allowed administrative expense claim
in the amount of $650,712 to be paid in six equal monthly
installments of $108,452.

InvaCare agrees to supply medical and health care products and
equipment to the Debtors in accordance with the terms and
conditions of the Agreement.

The parties make it clear that the Stipulation and Order shall not
be deemed a waiver or release by the Debtors or InvaCare of any
other rights, claims or defenses between the parties. (Integrated
Health Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


KCS ENERGY: Creditors & Noteholders Agree on Amended Plan
---------------------------------------------------------
KCS Energy, Inc. (NYSE: KCS) announced that it has reached an
agreement with the Official Committee of Unsecured Creditors of
KCS Energy, Inc., the noteholder members of the Creditors'
Committee acting in their individual capacities, and Credit Suisse
First Boston Corporation on an amended plan of reorganization.

Under the terms of the agreement, the Company will raise at least
$25 million in new preferred equity and will replace its two
current bank facilities with a single new credit facility. On the
effective date of the plan, current shareholders will retain 100%
of the common stock, all past due interest on the Senior Notes and
the Senior Subordinated Notes will be paid, trade creditors will
be paid in full in the ordinary course of business, and the
Company will repay $60 million of its Senior Notes. The remaining
$90 million principal amount of its Senior Notes and $125 million
principal amount of its Senior Subordinated Notes will be renewed
under amended indenture provisions, but without a change in
interest rates.

"We are very pleased that the significant improvement in the
Company's performance and financial condition have enabled us to
reach an agreement with the Creditors' Committee and our largest
noteholders that should allow us to soon emerge from Chapter 11",
said KCS President and Chief Executive Officer James W. Christmas.
"Our agreement also asks the court to defer any hearing on
the three existing plans on file and consider only this consensual
plan at the confirmation hearing currently scheduled to commence
January 30, 2001."

The principle terms of the agreement provide that on the effective
date, Senior Noteholders will receive a cash payment for past due
interest as of January 15, 2001, compounded semi-annually. In
addition, the Company will repay $60 million of Senior Notes plus
accrued interest from January 15, 2001 to the effective date. The
Senior Notes indenture will be amended to allow for a new credit
facility and to restrict the ability to repurchase Subordinated
Notes and stock. Subordinated Noteholders will receive a cash
payment for past due interest as of January 15, 2001, compounded
semi-annually. In addition, the maturity date of the Subordinated
Notes will be amended from January 15, 2008 to January 15, 2006.

The Company is currently arranging the private placement of $25
million of preferred stock, convertible into common stock at $3.00
per share, and negotiating the terms of a new senior secured
credit facility that will replace its two current bank facilities.
Under the terms of the plan of reorganization agreement, the
Company must arrange commitments for the preferred equity
financing and complete negotiations of the terms of the new credit
facility by January 5, 2001.

The Company will file an amended plan of reorganization and
supporting supplemental disclosure statement, which is subject to
bankruptcy court approval.

KCS is an independent energy company engaged in the acquisition,
exploration, development and production of natural gas and crude
oil with operations in the Mid-Continent and Gulf Coast regions.
The Company also purchases reserves (priority rights to future
delivery of oil and gas) through its Volumetric Production Payment
(VPP) program. For more information on KCS Energy, Inc., please
visit the Company's web site at http://www.kcsenergy.com.

To receive KCS' latest news and other corporate developments via
fax at no cost, please call 1-800-PRO-INFO. Use company code KCS.
See also http://www.frbinc.com.


LEGEND AIRLINES: Secures More Time to Look for Investors
--------------------------------------------------------
Legend Airlines, a Dallas Love Field start-up carrier that is in
bankruptcy, persuaded a court and its creditors to give it at
least another week and a half to find a savior for the company,
according to a newswire report. Legend's bank, Texas Capital Bank,
the airline's principal creditors and the U.S. Bankruptcy Court in
Dallas approved an extension of the company's ability to use cash
in its bank accounts for certain purposes through the end of the
year.

The approval, sought by the airline's management, effectively
gives Legend Chairman T. Allan McArtor 10 more days to locate a
new investor or investors willing to pour enough cash into the
grounded carrier to get its flight operations relaunched. McArtor
and other Legend officials have declined to say how much the
carrier needs to get its service re-started with a realistic
chance of succeeding. The airline shut down Dec. 2 and filed for
bankruptcy Dec. 3.

Analysts have suggested that Legend needs at least $40 million in
new capital or a bridge loan of $10 million to $20 million to get
its planes back in the air while it continues searching for
permanent financing. If Legend cannot find new investors, or even
if it does but cannot close on such a deal before year's end, the
company would have to seek another extension from the court, its
bank, and its creditors. It could also seek another extension even
if it fails to locate a new investor or investors by year's end.
(New Generation Research, Inc., 22-Dec-00)


LEHMAN BROTHERS: Fitch Affirms Multiclass Pass-Through Cert. at D
-----------------------------------------------------------------
LB Multifamily Mortgage Trust's, multiclass pass-through
certificates, series 1991-4, are affirmed by Fitch as follows:
$24,743,186 class A-1 at `D' and $3,323 class A-2 at `CCC'. The
remaining $1,019 class R certificates are not rated by Fitch. The
rating actions follow Fitch's annual review of the transaction,
which closed in July of 1991.

The certificates are collateralized by adjustable rate mortgage
loans, secured by multifamily properties located in California. As
of the November 2000 distribution date, the pool's collateral
balance has been reduced by 76%, from $105.8 million at closing to
$24.7 million. Of the original 139 loans in the pool, 47 remain
outstanding. No loans are currently being specially serviced and
none are delinquent. Realized losses total $34.1 million, or 32%
of the pool's original pool balance. A total of $9.2 million in
losses has been allocated to class A-1.

Class A-2 should never experience a realized loss, due to the
reserve in place, tied to class A-2. Realized losses of principal
allocated to class A-2 certificates will be offset by
distributions to the class A-2 certificates from the reserve fund.
The largest loan in the pool currently represents 7% of the pool's
outstanding principal balance, while the top ten loans represent
41% (by balance).

Bank of America, the master servicer, collected year-end (YE) 1998
or 1999 property financial statements for 5 loans (22% by
balance). The 1998-1999 weighted average debt service coverage
ratio (DSCR) for these loans was 1.31 times (x). One loan (3%)
reported a DSCR below 1.00x. The NOI and DSCR information at
closing was not available.

Various hypothetical stress scenarios were applied to account for
realized losses, shifts in loan concentrations, loans with a DSCR
below 1.00x, as well as a percentage of loans with no 1998/1999
financials. Even under these stress scenarios, subordination
levels were sufficient to affirm the ratings. Fitch will continue
to monitor this transaction, as surveillance is ongoing.


LITTON INDUSTRIES: Fitch Places Debt Ratings on Watch Negative
--------------------------------------------------------------
Fitch has placed the following debt ratings of Litton Industries,
Inc. (LIT) on Rating Watch Negative: `BBB+' senior debt rating;
`BBB+' bank credit facility; `BBB-` preferred stock rating; and
the `F2' short-term rating. This action follows the announcement
of a definitive merger agreement between Litton Industries and
Northrop Grumman Corporation (NOC).

On Dec. 21, 2000, NOC announced an all-cash transaction to acquire
LIT for $80 per common share and $35 per series B preferred share.
Total transaction value is approximately $5.1 billion, including
the assumption of $1.3 billion of net debt. The purchase multiple
is roughly 7.7 times (x) LIT's earnings before interest, taxes,
depreciation, amortization and pension income (EBITDAP) for the
last 12 month period ended Oct. 31, 2000. NOC intends to close the
transaction during the first quarter 2001 once the company
receives approval under the Hart-Scott-Rodino Act and other
governmental and regulatory agencies.

At closing, pro forma credit metrics for the combined entity
reflect leverage, as defined by total debt-to-EBITDAP, of
approximately 4.2x and debt-to-capital of roughly 65%. This
assumes total debt outstanding of $6.9 billion before the
realization of any potential synergies or debt reduction through
equity issuance and possibly, asset sales.  NOC management
indicated potential cost savings of $100 million in the first year
and announced their intent to reduce debt through a stock offering
following the close of the transaction.  Future action with
respect to Litton's debt ratings will consider the impact of the
eventual capital structure and merger synergies on bondholder
protection measures.


NATIONAL BOSTON: Resumes Operations; Plan Confirmation Pending
--------------------------------------------------------------
National Boston Medical Inc. resumed full operational activity,
with respect to the distribution of its medical-instruments line,
according to a newswire report.  The Company's Bontempi
Instruments line is sold through NBM's wholly owned subsidiary,
Bontempi Instruments Plus Inc.  National Boston Medical recently
submitted a proposed reorganization plan and is hopeful that the
U.S. Bankruptcy Court will approve it.  Under the proposed plan,
National Boston will implement the roll-out of its sales hiring
program. National Boston Medical is a holding company engaged in
the development of new technologies and established market
opportunities. (ABI 26-Dec-00)


NATIONWIDE CREDIT: Moody's Gives Thumbs Down to Credit Ratings
--------------------------------------------------------------
Moody's Investors Service downgraded all ratings of Nationwide
Credit, Inc. Ratings lowered include the $34.3 million secured
credit facility to Caa2 from B2 and the 10.25% $100.0 million
senior unsecured notes (due 2008) to Ca from B3. The senior
implied rating was lowered to Caa3 from B2 and the issuer rating
to Ca from Caa1. The rating outlook is negative.

The uncompleted operational transformation and a modest liquidity
position prompted the downgrade. On September 30, 2000 the company
had $5 million of cash and virtually no remaining availability on
the $12.5 million revolving credit facility. Revenue has risen
during 2000 as the company has focused on winning new business
from pre charge-off clients, but operating margins have fallen
because of investment in new facilities and additional personnel
in anticipation of future growth. Moody's believes that, unless
bank lenders or the ownership group provide additional liquidity
resources over the short-term, the company will require a
reorganization of its capital structure.

The ratings consider the company's highly leveraged financial
condition, the tightly constrained liquidity position, and the
competitive nature of the fragmented collection industry. Three or
four other large debt collection firms compete on the basis of
price and promised recovery to manage accounts receivable
collection for substantial grantors of consumer debt such as long-
distance telephone companies, credit card issuers, substantial
retailers including oil companies, and government agencies.
Customer concentration in which the top three client accounts
contribute more than 50% of revenue and the short-term nature of
contracts with clients also restrain the ratings.

However, benefiting the ratings are the company's market position
as the second largest collection agency of delinquent consumer
debt and longstanding relationships with several important
customers. The strong financial condition of the customer base, in
which the top three customers include American Express (senior
unsecured rating A1) and MCI-Worldcom (senior unsecured rating
A3), continue to support the ratings.

The Caa2 rating on the $34.3 million bank facility (comprised of a
$21.8 million term loan and $12.5 million revolving credit
facility) considers the security provided by a first priority lien
on all property and other assets, including the equity of the
company and any future subsidiaries. Even given that intangibles
make up about two-thirds of the company's book assets, Moody's
believes that the secured bank facility would achieve significant
recovery in a default scenario.

The Ca rating on the senior unsecured notes recognizes that this
debt is effectively subordinated to the significant amount of bank
debt. Because most enterprise value is now committed to the senior
secured facility, Moody's expects that the unsecured notes would
suffer substantial loss in a default scenario.

The negative outlook reflects the potential rating consequences
over the next several quarters if the company cannot improve its
liquidity position. In a distressed scenario, Moody's expects that
the uncompleted operating transformation would reduce potential
reorganization value.

The company has traditionally focused on collecting seriously
delinquent consumer accounts already written off. This type of
account has higher margins but revenue from collections is highly
variable. Margins have fallen as the company has added staff and
equipment in anticipation of future growth from pre charge-off
services and from rejuvenating the health care collection
business, but the revenue does not yet adequately cover the costs.
Moody's believes that the investment in building a major segment
can contribute incremental cash flow as enough new accounts are
added to leverage the additional expenses.

Operating margin declined to 0.3% in the first nine months of 2000
versus 4.8% in the corresponding period of 1999. Over the twelve
months ending September 2000, $17 million of EBITDA was not
sufficient to cover $14 million of capital expenditures, $14
million of interest expense, and a $5 million increase in working
capital. The company completely drew down the revolving credit
facility and received an additional $6 million equity contribution
to cover the deficit. Debt to EBITDA was an unsustainable 8.0
times. For 2001, unless Nationwide quickly wins new accounts with
significant incremental cash flow, Moody's anticipates that the
company will be challenged in its efforts to meet ongoing
obligations given its current liquidity position, even with a
drastic reduction in capital expenditures.

Nationwide Credit Inc. headquartered in Kennesaw, Georgia, is the
second largest provider of accounts receivable management services
including collection of delinquent consumer debt.


NORTHWESTERN STEEL: Continues Operations Following Chapter 11
-------------------------------------------------------------
Northwestern Steel & Wire Co., reeling from aggressive foreign
competition and a painful industry-wide credit crunch, filed for
Chapter 11 bankruptcy protection in the United States Bankruptcy
Court, District of Northern Illinois. According to an S.E.C.
filing on December 20, the Company has been trying to implement
its strategic plan to modernize its facilities while at the same
time has been experiencing a liquidity shortage largely caused by
steel market conditions. The Company expects to continue to
operate in the ordinary course during the reorganization
proceeding and file a reorganization plan shortly. It is
anticipated that such plan will include a substantial
restructuring of the Company's balance sheet. (New Generation
Research, Inc., 22-Dec-00)


OUTBOARD MARINE: Case Summary and 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Outboard Marine Corporation, a Delaware Corporation
        100 Sea Horse Drive
        Waukegan, IL 60085

Affiliates: Outboard Marine Corporation
            OMC Recreational Boat Group, Inc.
            OMC Fishing Boat Group, Inc.
            OMC Aluminum Boat Group, Inc.
            OMC Latin America/Carribean, Inc.
            Recreational Boat Group Limited Partnership
            Outboard Marine Transportation Corporation
            OMCEMA, Inc.
            OMC Nevada, Inc.

Type of Business: The Debtor is a large dedicated manufacturer of
                  outboard marine engines and boats and parts and
                  accessories therefor.

Chapter 11 Petition Date: December 22, 2000

Court: Northern District of Illinois

Bankruptcy Case No.: 00-37405

Judge: Jack B. Schemtterer

Debtor's Counsel: David S. Kurtz, Esq.
                  Skadden, Arps, Slate, Meagher & Flom (Illinois)
                  333 West Wacker Drive
                  Chicago, IL 60606
                  (312) 407-0700

Total Assets: $ 877.1 Million
Total Debts : $ 768.0 Million

20 Largest Unsecured Creditors:

State Street Bank and
Trust Company as Indenture Trustee
for 10 _% Sr Notes Series A Due 2008
Steven Cimalore
Goodwin Square
225 Asylum Street, 23rd Flr
Hartford, CT 06103
Fax:(860) 244-1897                Notes              $ 160,000,000

LaSalle National Bank as Indenture
Trustee for 9-1/8% Debentures due 2017
Chris Schossow
135 South LaSalle Street
Chicago, IL 60603
Fax:(312) 904-2236                Debentures          $ 62,900,000

Industrial Development Board of
Rutherford County Tennessee
Bill Sellers
P.O. Box 1159
Murfreesboro, TN 37113-1159
Fax:(615) 893-2282                Loan                 $ 5,500,000

LaSalle National Bank as Indenture
Trustee for Medium Term Notes
Chris Schossow
135 South LaSalle Street
Chicago, IL 60603
Fax:(312) 904-2236                Bonds                $ 5,000,000

LaSalle National Bank as Indenture
Trustee for Medium Term Notes
Chris Schossow
135 South LaSalle Street
Chicago, IL 60603
Fax:(312) 904-2236                Debentures           $ 3,225,000

Volvo Penta North America
Ed Archambault
1300 Volvo Penta Drive
Chesapeake, VA 23320
Fax:(757) 436-5190                Trade                $ 2,230,663

New Jersey Economic Development
Authority
John Fitch Plaza
P.O. Box 1446
Trenton, NJ 08625
Fax:(609) 292-5722                Loan                 $ 1,135,000

Atlas Industries Inc. Freemont
Teri Cunningham
1750 E. State St.
Freemont, OH 43420
Fax:(419) 447-8456                Trade                $ 1,129,453

American Marine Components Inc.
Darrin Walker
707 West Cherry Street
Sunbury, OH 43074-9595
Fax:(937) 783-4569                Trade                $ 1,128,077

Sagem Inc.
Joel Brockman
5150 Pelham Road
P.O. Box 5755
Greenville, SC 29606
Fax:(864) 297-8391                Trade                $ 1,126,414

US Relocation
Alexsis Jones
1801 California
Suite 2740
Denver, CO 80202-2627
Fax:(303) 296-8146                Trade                  $ 932,885

Stahl Specialty Co.
Rick Pfizer
P.O. Box 6
Kingsville, MO 64061-0006
Fax:(597-3485                     Trade                  $ 839,535

Development Authority of
Clayton County
Bob Oliver
P.O. Box 37
Jonesboro, GA 30237
Fax:(770) 473-0972                Loan                   $ 800,000

Faria Corporation
Donna Scovich
385 Norwich New London Turnpike
Uncasville, CT 06382-0983
Fax:(860) 848-7174                Trade                  $ 696,451

Federal Mogul Corp.
Laurie Herd
91 Industrial Boulevard
Logansport, IN 46947-6994
Fax:(219) 722-5297                Trade                  $ 690,185

Sycamore Precision
Karen Hirn
334 East 1st Street
Genoa, IL 60135
Fax:(815) 784-2103                Trade                  $ 588,139

ITW Shakeproof
Mike Glynn
4300 South Racine Avenue
Chicago, IL 60609
Fax:(773) 523-2332                Trade                  $ 558,460

Lithographix Inc.
Chad Good
13500 S. Figueroa St.
Los Angeles, CA 90061
Fax:(323) 770-1731                Trade                  $ 500,000

Harvard Industries Hayes
Albion Corp.
Steve Anderson
2080 10th Street
P.O. Box 178
Rock Valley, IA 51247
Fax:(712) 476-5332                Trade                  $ 492,778

Lord Corporation
Rebecca Stoczynski
2000 West Grandview Boulevard
P.O. Box 10040
Erie, PA 16514-0040
Fax:(814) 868-3109                Trade                  $ 477,916


OMC FISHING: Case Summary and 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: OMC Fishing Boat Group, Inc., a Delaware Corporation
         100 Sea Horse Drive
         Waukegan, Illinois 60085

Affiliates: Outboard Marine Corporation
             OMC Recreational Boat Group, Inc.
             OMC Fishing Boat Group, Inc.
             OMC Aluminum Boat Group, Inc.
             OMC Latin America/Carribean, Inc.
             Recreational Boat Group Limited Partnership
             Outboard Marine Transportation Corporation
             OMCEMA, Inc.
             OMC Nevada, Inc.

Chapter 11 Petition Date: December 22, 2000

Court: Northern District of Illinois

Bankruptcy Case No.: 00-37410

Judge: Jack B. Schemtterer

Debtor's Counsel: David S. Kurtz, Esq.
                   Skadden, Arps, Slate, Meagher & Flom (Illinois)
                   333 West Wacker Drive
                   Chicago, IL 60606
                   (312) 407-0700

Total Assets: $ 50 Million above
Total Assets: $ 50 Million above

20 Largest Unsecured Creditors:

State Street Bank and
Trust Company as Indenture Trustee
for 10 _% Sr Notes Series A Due 2008
Steven Cimalore
Goodwin Square
225 Asylum Street, 23rd Flr
Hartford, CT 06103
Fax:(860) 244-1897                Notes              $ 160,000,000


Ashland Chemical Inc.-056         Trade                  $ 115,111

Interstate Batteries              Trade                   $ 74,325

Ashland Distribution-083          Trade                   $ 69,211

Metal Moulding Corp.              Trade                   $ 63,549

North American Composites         Trade                   $ 59,357

The Wise Co., Inc.                Trade                   $ 51,339

Quality Manufacturing             Trade                   $ 45,436

Jetstar Trailer Tire & Wheel      Trade                   $ 40,907

BH Electronics Inc.               Trade                   $ 38,352

Cook Composites & Polymers Co     Trade                   $ 31,588

Unique Functional Products        Trade                   $ 28,137

Alliance Carpet, Inc.             Trade                   $ 24,349

Patco, Inc.                       Trade                   $ 18,377

Moelier Marine Products           Trade                   $ 17,216

Attwood Corporation               Trade                   $ 14,854

Charging Systems International    Trade                   $ 14,616

K & S Steel Fabrication, Inc.     Trade                   $ 13,174

O'Neil Steel, Inc.                Trade                   $ 12,193

Piedmont Plastics, Inc.           Trade                   $ 11,908


OMC RECREATIONAL: Case Summary and 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: OMC Recreational Boat Group, Inc., a Delaware Corporation
         100 Sea Horse Drive
         Waukegan, Illinois 60085

Affiliates: Outboard Marine Corporation
             OMC Recreational Boat Group, Inc.
             OMC Fishing Boat Group, Inc.
             OMC Aluminum Boat Group, Inc.
             OMC Latin America/Carribean, Inc.
             Recreational Boat Group Limited Partnership
             Outboard Marine Transportation Corporation
             OMCEMA, Inc.
             OMC Nevada, Inc.

Chapter 11 Petition Date: December 22, 2000

Court: Northern District of Illinois

Bankruptcy Case No.: 00-37409

Judge: Jack B. Schemtterer

Debtor's Counsel: David S. Kurtz, Esq.
                   Skadden, Arps, Slate, Meagher & Flom (Illinois)
                   333 West Wacker Drive
                   Chicago, IL 60606
                   (312) 407-0700

Total Assets: $ 50 Million above
Total Assets: $ 50 Million above

20 Largest Unsecured Creditors:

State Street Bank and
Trust Company as Indenture Trustee
for 10 _% Sr Notes Series A Due 2008
Steven Cimalore
Goodwin Square
225 Asylum Street, 23rd Flr
Hartford, CT 06103
Fax:(860) 244-1897                Notes              $ 160,000,000

Transamerica Commercial Finance
5595 Trillium Boulevard
Hoffman Estates, Illinois 60192   Trade                  $ 480,825

Ashland Chemical Co., Inc.
P.O. Box 2219
Columbus, OH 43216-2219           Trade                  $ 467,664

Cook Composites and Polymers
P.O. Box 95928
Chicago, IL 60694-5928            Trade                  $ 411,349

FRP Supply
5200 Blazer Pkwy
Dublin, OH 43017                  Trade                  $ 327,838

Graham Creative Sales (USA) Inc.
16787 Hymus Blvd.
Kirkland, Quebec H9H3L4           Trade                  $ 259,708

Taylor Made Systems               Trade                  $ 229,564

Inland Plywood Company            Trade                  $ 216,149

Jaycor Inc.                       Trade                  $ 210,109

Alpha/Owens L.L.C. (IL)           Trade                  $ 203,843

Composites One, LLC               Trade                  $ 203,492

Ameritex Technologies, Inc.       Trade                  $ 193,153

Alpha Resins Supply Inc.          Trade                  $ 168,299

Portage Wiring Systems            Trade                  $ 164,407

G & T Industries, Inc.            Trade                  $ 154,593

Richland Coutny Treasurer         Trade                  $ 136,926

Attwood Corporation               Trade                  $ 134,544

Teak Isle Mfg.                    Trade                  $ 127,087

Quality Running Gear, Inc.        Trade                  $ 126,971

Matrix Composits, Inc.            Trade                  $ 111,941


OUTBOARD MARINE: Case Summary and 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Outboard Marine Corporation, a Delaware Corporation
         100 Sea Horse Drive
         Waukegan, IL 60085

Affiliates: Outboard Marine Corporation
             OMC Recreational Boat Group, Inc.
             OMC Fishing Boat Group, Inc.
             OMC Aluminum Boat Group, Inc.
             OMC Latin America/Carribean, Inc.
             Recreational Boat Group Limited Partnership
             Outboard Marine Transportation Corporation
             OMCEMA, Inc.
             OMC Nevada, Inc.

Type of Business: The Debtor is a large dedicated manufacturer of
                   outboard marine engines and boats and parts and
                   accessories therefor.

Chapter 11 Petition Date: December 22, 2000

Court: Northern District of Illinois

Bankruptcy Case No.: 00-37405

Judge: Jack B. Schemtterer

Debtor's Counsel: David S. Kurtz, Esq.
                   Skadden, Arps, Slate, Meagher & Flom (Illinois)
                   333 West Wacker Drive
                   Chicago, IL 60606
                   (312) 407-0700

Total Assets: $ 877.1 Million
Total Debts : $ 768.0 Million

20 Largest Unsecured Creditors:

State Street Bank and
Trust Company as Indenture Trustee
for 10 _% Sr Notes Series A Due 2008
Steven Cimalore
Goodwin Square
225 Asylum Street, 23rd Flr
Hartford, CT 06103
Fax:(860) 244-1897                Notes              $ 160,000,000

LaSalle National Bank as Indenture
Trustee for 9 1/8% Debentures due 2017
Chris Schossow
135 South LaSalle Street
Chicago, IL 60603
Fax:(312) 904-2236                Debentures          $ 62,900,000

Industrial Development Board of
Rutherford County Tennessee
Bill Sellers
P.O. Box 1159
Murfreesboro, TN 37113-1159
Fax:(615) 893-2282                Loan                 $ 5,500,000

LaSalle National Bank as Indenture
Trustee for Medium Term Notes
Chris Schossow
135 South LaSalle Street
Chicago, IL 60603
Fax:(312) 904-2236                Bonds                $ 5,000,000

LaSalle National Bank as Indenture
Trustee for Medium Term Notes
Chris Schossow
135 South LaSalle Street
Chicago, IL 60603
Fax:(312) 904-2236                Debentures           $ 3,225,000

Volvo Penta North America
Ed Archambault
1300 Volvo Penta Drive
Chesapeake, VA 23320
Fax:(757) 436-5190                Trade                $ 2,230,663

New Jersey Economic Development
Authority
John Fitch Plaza
P.O. Box 1446
Trenton, NJ 08625
Fax:(609) 292-5722                Loan                 $ 1,135,000

Atlas Industries Inc. Freemont
Teri Cunningham
1750 E. State St.
Freemont, OH 43420
Fax:(419) 447-8456                Trade                $ 1,129,453

American Marine Components Inc.
Darrin Walker
707 West Cherry Street
Sunbury, OH 43074-9595
Fax:(937) 783-4569                Trade                $ 1,128,077

Sagem Inc.
Joel Brockman
5150 Pelham Road
P.O. Box 5755
Greenville, SC 29606
Fax:(864) 297-8391                Trade                $ 1,126,414

US Relocation
Alexsis Jones
1801 California
Suite 2740
Denver, CO 80202-2627
Fax:(303) 296-8146                Trade                  $ 932,885

Stahl Specialty Co.
Rick Pfizer
P.O. Box 6
Kingsville, MO 64061-0006
Fax:(597-3485                     Trade                  $ 839,535

Development Authority of
Clayton County
Bob Oliver
P.O. Box 37
Jonesboro, GA 30237
Fax:(770) 473-0972                Loan                   $ 800,000

Faria Corporation
Donna Scovich
385 Norwich New London Turnpike
Uncasville, CT 06382-0983
Fax:(860) 848-7174                Trade                  $ 696,451

Federal Mogul Corp.
Laurie Herd
91 Industrial Boulevard
Logansport, IN 46947-6994
Fax:(219) 722-5297                Trade                  $ 690,185

Sycamore Precision
Karen Hirn
334 East 1st Street
Genoa, IL 60135
Fax:(815) 784-2103                Trade                  $ 588,139

ITW Shakeproof
Mike Glynn
4300 South Racine Avenue
Chicago, IL 60609
Fax:(773) 523-2332                Trade                  $ 558,460

Lithographix Inc.
Chad Good
13500 S. Figueroa St.
Los Angeles, CA 90061
Fax:(323) 770-1731                Trade                  $ 500,000

Harvard Industries Hayes
Albion Corp.
Steve Anderson
2080 10th Street
P.O. Box 178
Rock Valley, IA 51247
Fax:(712) 476-5332                Trade                  $ 492,778

Lord Corporation
Rebecca Stoczynski
2000 West Grandview Boulevard
P.O. Box 10040
Erie, PA 16514-0040
Fax:(814) 868-3109                Trade                  $ 477,916


OWENS CORNING: Debtors File Their Statement of Financial Affairs
----------------------------------------------------------------
Owens Corning and its related subsidiaries and affiliates filed
their Statement of Financial Affairs in these Chapter 11
proceedings.

The Debtor states that its gross income from the operation of its
business for the period of January 1, 2000 to October 5, 2000, is
$2,521,533,531. For the calendar year ending December 31, 1999,
gross income was $3,038,670,916. The Debtors say their income from
sources other than operations included:

   $ 19,471,573    Royalty income cons sub/aff
   $ 26,438,663    Interest income on revolving A/R pool
   $ 15,003,000    Amort. Deferred yarn
   $ 69,503,183    Dividend from OC Tech

Owens Corning discloses that it had made $9.0 million of profit-
sharing payments, $9 million in distributions under a global stock
plan, and $24.6 million under its corporate incentive plan in late
September, 2000, but declined otherwise to list distributions to
or on account of employees due to the voluminous response that
would be required.

Owens Corning further discloses a gift of $400,000 to the OC
Foundation in July, 2000, $200,000 to the Canadian Freestyle Ski
Association in that same month, and numerous other small gifts.

Owens Corning also discloses that there were setoffs in favor of
Owens Corning Canada in July, August, and September, 2000, for
$6,886,437.56, $3,596,048.75, and $3,554,819.85. The Debtor states
that in the ordinary course of business it routinely offsets
receivables and payables resulting from intercompany transactions
between consolidated parties. The amounts are matched and then
settled to a cash clearing account in lieu of actually moving cash
between entities.

Owens Corning records inventory on a perpetual system, with
periodic cyclic counts taken on a continual basis at each
location. Some locations will perform annual or semi-annual full
physical inventory counts, but the primary method to access
inventory are cyclical counts. The dollar amount of the inventory
on the filing date, based on FIFO, was $297,667,160. (Owens-
Corning Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


PATRIOT COMPUTER: Toronto PC Maker Seeks Bankruptcy Protection
--------------------------------------------------------------
Customers who ordered PCs decorated with Barbie decals or Hot
Wheels insignias are out of luck this holiday season as Patriot
Computer, the manufacturer, has filed for bankruptcy, according to
a newswire report.  A message on Patriot's corporate phone line
said that the Toronto-based PC manufacturer voluntarily filed for
bankruptcy on Dec. 7.  A letter explaining the situation has been
sent to customers and the first creditors' meeting will be on
Jan. 9.

A backlog of computer orders exists and customers who paid for
computers won't get an immediate refund or a computer. "If you are
a party that remitted funds to get a computer and did not receive
one, you are an unsecured creditor by virtue of the fact that you
will not receive a computer," said the recorded message on
Patriot's phone system. (New Generation Research, Inc., 22-Dec-00)


POLAROID CORP: Fitch Lowers Debt Rating to BB-; Outlook Negative
----------------------------------------------------------------
Fitch has downgraded the senior unsecured debt of the Polaroid
Corporation from `BB' to `BB-` and the $350 million secured
domestic bank facility from `BB+' to `BB.' The rating Outlook has
been changed from Stable to Negative.

The rating downgrade reflects a significant weakening of credit
protection measures and the limited ability of the company to
strengthen these measures over the near term. The company recently
announced a material reduction in earnings expectations for the
fourth quarters of 2000 and a more conservative economic outlook
for 2001. The lowered expectations principally reflect a slowdown
in sell through of traditional film lines and efforts by major
retailers to reduce inventories. The company now indicates that
these shipment reductions could reduce operating profit by $40-45
million, which would bring operating profit in the quarter to
approximately the breakeven range. As a result of the earnings
deterioration, debt-to-EBITDA in 2000 is expected to approximate
four times as compared with early-year expectations of two to
three times and for the ratio of EBITDA to interest to be two to
three times as compared with early-year expectations of three to
four times coverage.

Declining sales of the company's traditional core instant film
product lines are expected to continue to exert downward pressure
on the company's earnings in 2001 and thereafter. Apart from the
current issues of inventory reductions in retail channels and a
generally weaker economic outlook, the decline in traditional film
sales are associated with a migration to digital imaging,
particularly among the company's commercial customer base. These
trends will continue to affect the company over the long term.
While the company's efforts to expand instant photography products
into new markets with youth-oriented products such as the JoyCam
and I-zone cameras have achieved good success, growth in these
areas has not been sufficient to offset the declines in the more
traditional 600 and 1200-format product lines.

Longer term, the company is developing new digital camera and
media product lines. The timing, success, and profitability of
these products, however, remains uncertain. Further, digital
imaging markets are expected to remain intensely competitive,
given the number of participants and the broad technological and
financial resources of many of these participants. These factors
will provide significant challenges to Polaroid in establishing a
successful niche in the digital imaging market.

Over the near term, the company is focused on strengthening its
credit profile through a combination of real estate and other
asset sales, working capital reductions, and reductions in capital
expenditures. Through these actions, the company expects to reduce
debt by over $100 million in 2001, with significant progress
toward this goal early in the year. The company will also
undertake restructuring actions to reduce its cost base and
improve profitability at the anticipated lower demand levels.

The Negative outlook reflects continuing concerns about the
potential for further earnings deterioration for the company and
its ability to implement its asset sales in a timely fashion, so
as to stem any further weakening of the company's credit profile.
Should progress in these efforts be delayed, additional rating
actions could follow.


QUALITY DISTRIBUTION: Moody's Chops Debt Ratings; Outlook Negative
------------------------------------------------------------------
Moody's Investors Service lowered the ratings of Quality
Distribution Inc.'s (QDI) $360 million of senior secured bank
facilities to B1 from Ba3, $100 million 10% senior subordinated
notes due 2006 to Caa1 from B3 and $40 million floating rate
subordinated tern notes due 2006 to Caa1 from B3. The $360 million
of bank facilities consist of a $75 million revolving credit due
June 2004 and $285 million of three tranche term loan (tranche A,
$90 million due 2004; tranche B, $105 million due 2005; and
tranche C, $90 million due 2006). The senior implied rating was
lowered to B2 from B1 and the issuer rating was lowered to B3 from
B2. The rating outlook is negative.

The rating action was prompted by the third quarter report of a
4.9% revenue decrease to $149 million, despite inclusion of a $3.9
million fuel surcharge, because of reduced trucking volume due to
the softening economy, and the reported $5.8 million loss for the
period compared to a loss of $5.2 million for the like period in
1999. In addition, with the increasingly unfavorable economic
environment, and especially given QDI's sensitivity to the level
of commercial construction and automotive manufacturing activity,
Moody's believes that a near term improvement in performance is
unlikely. Moody's is also concerned that the bank facilities'
adjusted EBITDA to interest coverage covenant minimum of 2x will
be tested over the next several quarters.

Supporting the rating is Quality Distribution's position as the
largest bulk tank truck carrier in the U.S. (though admittedly, a
highly fragmented industry), its management's track record and
industry experience, its national presence and diverse "Fortune
500 type" core customer base, and the Company's operating model
wherein affiliates and owner-operators provide much of the
operating assets necessary for the business (terminals and
tractors, but not trailers). The affiliate program and use of
owner-operators reduce the Company's fixed costs and provide it
with flexibility to more easily adjust capacity level to the level
of business demand.

For the quarter ended September 30, 2000, operating income totaled
$7.2 million, net of a $2.1 million severance restructuring
charge, compared to $2.2 million for the like 1999 period, net of
accounting depreciation charges of $7.2 million. Moody's notes
positively, that the operating ratio for the quarter improved to
94.9% compared to 98.5% in 1999, and 93.7% and 96.8%,
respectively, for the 9 month period. This reflects, in part, the
benefits for the operating efficiencies implemented since the 1998
Chemical Leaman Corporation acquisition.

EBITDA for the nine-months ended 9/30/00 was about $56 million
versus $62 million in 1999, and adjusted LTM EBITDA to interest
coverage was 2.0x compared to 2.3x in 1999. Leverage as measured
by Debt to adjusted LTM EBITDA remains high at a 5.3x level. Debt
was reduced by $17 million to $417 million since year-end 1999.
Stockholders' equity at the end of the third quarter stands at
negative $72 million, down $7 million from 12/31/99, while
intangibles and goodwill was at $155 million, down from about $158
million.

Quality Distribution, Inc. (formerly known as MTL, Inc.),
headquartered in Tampa, Florida is a holding company which,
through its subsidiaries and affiliates, is a leading transporter
of bulk liquid and dry bulk chemical products. The company is
76.9% owned by Apollo Investment Fund III, LP, 19.1% by
management, and 4% by other investors.


REGENT LAS VEGAS: Judge Denies $20MM Loan to Keep Casino Afloat
---------------------------------------------------------------
A bankruptcy court judge on Dec. 18 denied efforts by The Regent
Las Vegas to acquire an interim $20 million loan to keep the now-
bankrupt property open through the end of July, according to a
newswire report. U.S. Bankruptcy Court Judge Robert Jones made the
ruling after lawyers for lien holders presented an alternative
financing plan. The plan included securing a $10 million loan from
a New York-based lending company. The Regent had sought $20
million from holders of the property's first mortgage, but lien
holders argued that more time was needed to explore other
financing options. Jones did grant an emergency oral motion by The
Regent to use the deed holders' cash collateral to keep the
property open through Jan. 2.

The Regent Las Vegas filed breach-of-contract lawsuits against two
insurance companies. The U.S. District Court filings claim the
Philadelphia-based Reliance Insurance and the Hartford, Conn.-
based National Fire Insurance have refused to pay for claims made
against their clients. The lawsuits contend that Reliance owes
more than $13 million for construction defects caused by its
client, Helix Electric. National Fire, hired by Micco LLC, owes
$10 million for construction-related delays on the now-bankrupt
Summerlin property. (ABI, 26-Dec-00)


SOCAL EDISON: Utility May Consider Seeking Bankruptcy Protection
----------------------------------------------------------------
According to published reports, Southern California Edison stated
that the utility will be left with "no alternative" except
bankruptcy, unless government regulators provide substantial
relief from power prices in the state of California. SoCal Edison
has also reportedly considered the possibilities of employee
layoffs, suspension of dividend, and/or suspension of capital
projects. On December 18th, SoCal Edison made an emergency filing
with the Federal Energy Regulatory Commission, demanding
"reasonable" prices for wholesale power costs as well as a return
to cost-based rates. The filing made strong assertions: "Unless
both of these actions are taken, it is very uncertain whether
Edison will be able to meet its January obligations and, if it
defaults on its January obligations, then it will have no
alternative but to seek the protection of the bankruptcy court."
(New Generation Research, Inc., 22-Dec-00)


UNAPIX ENTERTAINMENT: AMEX Delists Common Stock
-----------------------------------------------
The Company announced that its common stock has been de-listed
from the American Stock Exchange for failure to satisfy the
listing requirements.

The Company's common stock trades over the counter under the
symbol UPXE.

The Company also announced that Messrs. Pearlman, Lawi, Schachter,
Bishop, Hanock, Back and Baruc have resigned as Directors. Messrs.
Pearlman, Lawi, Hanock Murphy and Baruc are also no longer
officers of the company.

Unapix Entertainment is a global film, television and video
distribution and production company.


WHEELING-PITTSBURGH: Poorman-Douglas Retained as Claims Agent
-------------------------------------------------------------
To assist the Clerk in the burden of maintaining claims dockets
and providing notices in these cases, Wheeling-Pittsburgh
Corporation made application to Judge Bodoh for the employment of
the firm of Poorman-Douglas Corporation, a subsidiary of Fleet
National Bank, to act as Notice and Claims Agent in these Chapter
11 cases. In general, Poorman would assume responsibility for the
distribution of notices, and would handle and administer claims in
the Debtors' Chapter 11 cases which would otherwise be handled and
administered by the Clerk of the Court.

The Debtors expressly requested that the charges made by Poorman
for its services be paid, without further order from the Court,
upon the submission of monthly invoices by Poorman summarizing, in
reasonable detail, the services for which compensation is sought.
Any postpetition payment would remain subject to review by the
Court upon motion by any party in interest.

Poorman will charge the Debtors the following fees for the
services described:

(a) One-time Setup Fee - Creation of Creditor File          Waived
    (1) Creditors supplied on magnetic media                $  .10
    (2) Creditors keyed and verified                        $  .28
(b) Notice printing
    (1) Setup charges per new notice per image              $75.00
    (2) Acknowledgement postcards or notices mailed         $  .10
    (3) Additional pages per notice                         $  .08
    (4) 25,000 to 50,000 notices discount                      10%
    (5) 50,000 plus notices discount                           15%
(c) Newspaper and legal notices publications as quoted
(d) File updates per claim filed                            $ 1.00
(e) Reports (including Schedules, Statements)               $75.00
       base plus $.003 per line
(f) Labels, imaging/Copies/Miscellaneous
    (1) Cheshire                                             $ .05
    (2) Gumback                                              $ .07
    (3) Fold/insert/mail preparation                         $ .09
    (4) Imaging - one-time setup                           $250.00
    (5) Imaging - per image                                  $ .15
    (6) Copies                                               $ .15
    (7) Document storage per box per month                  $ 1.50
(g) Disclosure Statement and Plan quoted prior to publishing
(h) Balloting -printing/same as above
    Ballots tabulation                                      $ 2.00
(i) Disbursements
    Solicitation of W-9                                      $ .90
    Issuance of checks                                      $ 1.75
(j) Consulting/Claims Processing/Reconciliation
    (1) Consulting & executive support           $125/150 per hour
    (2) Technical support/programming                $125 per hour
    (3) Account manager                              $ 95 per hour
    (4) Clerical Analysis/Support                  $35/75 per hour
(k) Advance payment to be applied to final billing       $7,500.00

By declaration, Jeffrey B. Baker averred to Judge Bodoh that the
firm is disinterested within the meaning of the Bankruptcy Code
and holds no interest adverse to the estates in the matters upon
which the firm is to be engaged. Neither Mr. Baker nor any officer
or director of Poorman, nor the firm itself, has any connection or
relationship with the Debtors, their creditors, or any other
parties in interest in these cases. Mr. Baker advises that Poorman
has and will continue to represent clients in matters unrelated to
these cases and has and will continue relationships in the
ordinary course of its business with certain professionals in
connection with matters unrelated to these cases.

Upon these representations and terms, Judge Bodoh granted the
Application. (Wheeling-Pittsburgh Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


                           *********

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

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

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

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


                           *********

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

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

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

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

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

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