TCR_Public/001212.MBX         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, December 11, 2000, Vol. 4, No. 241


AAMES FINANCIAL: Closing on $465MM Securitization by Month-End
ARMSTRONG WORLD: Court Approves First Day Motions
AUTOINFO INC: Gets New Financing & Buys Sunteck for Stock
CASTNET.COM: Online Casting Service Files for Chapter 11
CONOR PACIFIC: Unsecured Creditors Approve CCAA Plan

CONTINENTAL INVESTMENT: Files for Chapter 11 in Dallas
COSMETICS MANUFACTURING: Files for Chapter 11 Protection
EES COKE: Moody's Lowers Rating on $75MM Series B Notes to B2
EQUITEX: Shareholders to Convene for Annual Meeting on Dec. 27
FIELDS AIRCRAFT: 51% Control Transfers to Investor & Financier

FITZGERALDS RENO: Case Summary and 4 Largest Unsecured Creditors
GEAC COMPUTER: Improved Operating Results in 2nd Quarter
GENESIS/MULTICARE: Court Fixes Dec. 19 Bar Date for Filing Claims
GREAT ATLANTIC: Moody's Places Ratings on Review for Downgrade

HARNISCHFEGER: Morris Committee Investigating P&H Trademark Issues
HASBRO INC: Fitch Lowers Ratings & Revises Outlook to Negative
INTEGRATED HEALTH: Seeks to Employ Harris Beach as Special Counsel
LERNOUT & HAUSPIE: Judge Wizmur Approves $20 Million Interim DIP
LOEWEN: Description of New Preferred Share Purchase Agreement

NATIONAL AIRLINES: Harrah's Plans to Write-Off Part of Investment
ORIX FINANCIAL: Moody's Reviewing Ratings for Possible Downgrade
OWENS CORNING: Motion to Assume Lease with Lexington Chester
PHYSICIAN HEALTH: Case Summary and 25 Largest Unsecured Creditors
PILLOWTEX: Court Gives Final Approval to $150MM DIP Financing

PILLOWTEX: Moves to Pay Insurance Premium Financing Obligations
QUADRAX: West Warwick Operation Sale Proceeds Paid to Lender
REEVE ALEUTIAN: Suspends Flights, 250 Layoffs, Another Bankruptcy
RELIANT BUILDING: Seeks $30MM Funding; Lenders To Push Liquidation
RUBATEX CORPORATION: Case Summary & 35 Largest Unsecured Creditors

SAFETY-KLEEN: Indian Harbor Agrees Back $143MM of New Policies
SCOUR, INC: Liquid Audio Bids for Debtor's Peer-to-Peer Assets
SINGING MACHINE: Discloses Change in Accountants & Auditors
VISITALK.COM: Free Internet Phone Call Provider Seeks Chapter 11
WHEELING-PITTSBURGH: Proposes Adequate Assurance for Utilities

XEROX CORP: William Buehler Retiring as Vice Chairman on Jan. 15

* Bond pricing for the week of December 11, 2000


AAMES FINANCIAL: Closing on $465MM Securitization by Month-End
Aames Financial Corporation (NYSE:AAM), a leader in subprime home
equity lending, announced that it has priced approximately $465.0
million of mortgage pass-through certificates secured by home
equity mortgage loans owned by its wholly-owned subsidiary, Aames
Capital Corporation.  The Company expects to close the transaction
before the end of the month.

The $465.0 million of mortgage pass-through certificates represent
ownership interests in home equity mortgage loans on one- to four-
family residential properties located throughout the United
States. The Company also announced that it will sell the servicing
rights and the rights to prepayment penalties on the mortgage
loans in the securitization to an unrelated third party, and will
also sell the residual interest created in the transaction to an
affiliate of Capital Z Financial Services Fund II, L.P., an
affiliate of the Company's largest stockholder.

Aames Financial Corporation is a leading home equity lender, and
at September 30, 2000 operated 97 retail Aames Home Loan offices
and 5 wholesale loan centers nationwide.

ARMSTRONG WORLD: Court Approves First Day Motions
Armstrong Holdings, Inc. (NYSE: ACK) said that its Armstrong World
Industries, Inc. subsidiary had been granted all of its 18 first-
day motions in its Chapter 11 proceedings. The approval of these
motions enables Armstrong to continue its full level of service to
customers (including warranty and retail programs), and continue
its employee pay and benefit programs. Additionally, the company
received preliminary approval by the court for its $400 million
debtor-in- possession facility with Chase Manhattan Bank. The
court will consider final approval in mid-January, as part of
normal Chapter 11 procedures.

"We are encouraged that the court ruled in our favor on all first-
day motions. This assures our continued ability to fully serve our
customers and take care of our employees," said Chairman and CEO
Michael D. Lockhart.

Armstrong World Industries, Inc. yesterday filed for voluntary
reorganization under Chapter 11 of the U.S. Bankruptcy Code in
Wilmington, DE in order to resolve its asbestos liability.
Armstrong Holdings, Triangle Pacific Corp., WAVE (Armstrong's
ceiling grid systems joint venture with Worthington Industries),
Armstrong Canada, Armstrong DLW AG and its other non-U.S.
operating subsidiaries were not a part of the filing.
Also filing for relief were two of Armstrong World Industries
wholly-owned subsidiaries, Nitram Liquidators, Inc. and Desseaux
Corporation of North America, Inc.

AUTOINFO INC: Gets New Financing & Buys Sunteck for Stock
AutoInfo, Inc. (OTCBB:AUTO) announced that it has secured new
financing totaling $575,000 in the form of ten year 12%
Convertible Debentures (the "Debentures") and has consummated the
acquisition of Sunteck Transport Co., Inc. ("Sunteck"), in
exchange for 10 million shares of AutoInfo Common Stock, pursuant
to the Merger Agreement dated June 22, 2000.

As a result, AutoInfo's Chapter 11 Reorganization Plan,
conditionally confirmed by the Bankruptcy Court on August 1, 2000,
will become effective without further action by the Court.

The $575,000 financing was provided by certain officers, directors
and other parties and will be used as working capital to support
planned business expansion. The Debentures are convertible into
the Common Stock of the Company at the option of the debenture
holder at a conversion price of $0.25 per share and are
redeemable, at the option of the holder, after three years.

Harry Wachtel, President of Sunteck, will become President and
Chief Executive Officer of AutoInfo and William Wunderlich will
become Executive Vice President and Chief Financial Officer. In
addition, the Board of Directors has been reconstituted to include
Harry M. Wachtel (Chairman), Mark Weiss, Thomas Robertson and
Peter Einselen.

Sunteck is a non-asset based supply chain logistics company. Its
services include ground transportation coast to coast, warehouse
services, air freight, rail and ocean freight. Sunteck has
developed strategic alliances with major truckload, LTL (less than
truckload), air, rail and ocean carriers to react to customers'
needs quickly and effectively.

William Wunderlich stated, "the completion of the merger is the
successful culmination of our effort to reorganize and restructure
AutoInfo and begins the process of building a profitable operating
entity which will restore shareholder value."

Harry Wachtel added, "this is truly a new beginning for AutoInfo.
Our long term objective is to build a full service supply chain
logistics company. We have identified significant opportunities
for growth, including new services as well as strategic
geographical expansion. I am exited about assuming the position of
President and CEO and look forward to the challenge of building a
profitable company which will benefit our shareholders, employees
and business partners."

CASTNET.COM: Online Casting Service Files for Chapter 11
Failing to accumulate enough revenues doing casting services
online for actors, filed for Chapter 11 and diverted
to Web hosting services, reports. "They probably
won't shut down unless we can't reach an agreement with their
creditors," said David Neale, a partner with the law firm of
Levene Neale in Los Angeles.  Neale's firm is handling the
bankruptcy proceedings.  No further information on the case was
available during press time.

CONOR PACIFIC: Unsecured Creditors Approve CCAA Plan
Conor Pacific Environmental Technologies Inc. announced that the
Plan of Compromise and Reorganization filed pursuant to the
Companies' Creditors Arrangement Act was approved by a majority of
the unsecured creditors at a meeting held in Calgary on December
4, 2000.

The Plan of Reorganization was put forward to permit Conor
Pacificto settle payment of its liabilities and to compromise the
indebtedness owed to the Creditors on a fair and equitable basis,
primarily by means of the disposition of common shares of Conor
Pacific to the Creditors. In addition, a portion of the senior
secured indebtedness currently held by 157692 Canada Inc. will be
converted to common shares of Conor Pacific.

Bob Nowack, the Chairman and Chief Executive Officer of Conor
Pacific stated: "the approval of the Plan of Reorganization by
theCreditors is a significant milestone in Conor Pacific's
restructuring process. With the approval behind us, we can move
rapidly to complete the reorganization early in the New Year and
focus our attention on managing and growing our businesses to
maximize profits."

Now that the Creditors have approved the Plan of Reorganization,
approval will be sought from the Court of Queen's Bench of Alberta
for final approval of the Plan of Reorganization, which is
presently scheduled for December 8, 2000.
Conor Pacific is a provider of strategic and technical
environmental solutions. From offices in Vancouver, Calgary and
California, we integrate technical expertise, innovative
technologies and business and risk management solutions to add
thegreatest possible sustainable and economic value to clients.

CONTINENTAL INVESTMENT: Files for Chapter 11 in Dallas
On November 15, 2000, Continental Technologies Corporation of
Georgia, a Georgia corporation and a wholly-owned subsidiary of
Continental Investment, filed a petition for relief under Chapter
11 of the U. S. Bankruptcy Code in the U. S. Bankruptcy Court for
the Northern District of Texas, Dallas Division.

The subsidiary owns and operates a construction and demolition
landfill, known as Scales Landfill, located in Lithonia, Georgia.
Situated in DeKalb County, Georgia, the landfill facility accepts
C&D debris from customers in the Greater Atlanta area. The
subsidiary expects to continue the operations of the landfill as
debtor-in-possession while in the Chapter 11 Bankruptcy
proceeding, during which time the subsidiary intends to propose a
plan of reorganization.

COSMETICS MANUFACTURING: Files for Chapter 11 Protection
Zegarelli Group International, Inc. (OTC: ZEGG) has announced that
Cosmetic Manufacturing Resources, LLC, the company which purchased
its contract packaging business, has filed for protection under
Chapter 11 of the United States Bankruptcy Code.

In January 2000, Zegarelli Group had entered into an agreement
Cosmetic Manufacturing Resources whereby Zegarelli Group was to
receive twenty-four payments of approximately $85,000 from
Cosmetic Manufacturing Resources, commencing in January 2001.

The Company's present activities are very limited and without the
funds expected from the settlement is unlikely that operations can
be expanded.

EES COKE: Moody's Lowers Rating on $75MM Series B Notes to B2
Moody's Investors Service has lowered the credit rating on EES
Coke Battery Company, Inc.'s $75 million series B notes due 2007
to B2 from Ba3 to reflect Moody's recent downgrade of National
Steel Corporation.  The outlook is negative.  Moody's has
confirmed the series A notes due 2002 at the existing Baa3 rating
but has changed the outlook from stable to negative.

EES Coke is an indirect wholly-owned subsidiary of DTE Energy
Company, the holding company of Detroit Edison Company, Inc. In
1997 EES Coke issued a total of $243 million of bonds (series A
$168 million and series B $75 million) to finance its purchase of
the Great Lakes Division Number 5 Coke Battery from National
Steel. EES Coke entered into a twelve-year coke sales agreement
that requires National Steel to meet the majority of its company-
wide requirements of coke through purchases from EES Coke.

The above rating actions have been initiated by Moody's downgrade
of National Steel's senior secured rating to B2 from Ba3 with a
negative outlook. Moody's cited the impact of weak steel market
conditions on current operating performance, projected weakness in
debt protection measurements, and limited prospects for a near-
term recovery in steel prices for its downgrade of National Steel.
National Steel's rating also considers its position in the
domestic integrated steel sector, a growing proportion of value-
added shipments, cost reduction efforts, and potential support
embodied in the majority ownership position of NKK Corporation.
National Steel has stated that it is in discussions with its banks
to amend or suspend financial covenants in its inventory agreement
to enable compliance through 2001.

EES Coke's Baa3 rating for the series A notes principally reflects
DTE's ability to utilize EES Coke's Section 29 tax credits and net
operating losses. However, initial and now lowered ratings for the
series B notes both reflect the project's average 1.6x projected
debt service coverages tempered by the reliance on National Steel
for the majority of its revenues.

Moody's notes that the coke battery has operated as projected
since the issuance of the bonds. Further, its position as a low
cost manufacturer and a vibrant wholesale market for coke make it
a key asset to both National Steel and DTE Energy Company.

EES Coke Battery Company, Inc. is an indirect wholly-owned
subsidiary of DTE Energy Company, the holding company of The
Detroit Edison Company, Inc., a regulated electric utility. DTE
Energy Company is headquartered in Detroit, Michigan.

EQUITEX: Shareholders to Convene for Annual Meeting on Dec. 27
An annual meeting of stockholders of Equitex, Inc., a Delaware
corporation, will be held at the offices of Friedlob Sanderson
Paulson & Tourtillott, LLC located at 1400 Glenarm Place, Third
Floor, Denver, C Colorado, on December 27, 2000 at 9:00 a.m.
Mountain Standard Time, to consider and take action on the
following matters:

   1. The election of three directors to serve until the next
       annual meeting of stockholders and until their successors
       have been elected and qualified.

   2. A proposal to ratify the appointment of Gelfond Hochstadt
       Pangburn, P.C. as the independent auditor of the company
       for the year ended December 31, 2000.

   3. Any other business which properly comes before the meeting.
Stockholders holding shares of common stock of record at the
closing of business on November 17, 2000, will be entitled to
receive notice of and vote at the meeting.

FIELDS AIRCRAFT: 51% Control Transfers to Investor & Financier
On November 9, 1999, Fields Aircraft Spares, Inc., and its United
States subsidiaries, Fields Aircraft Spares Incorporated,
Flightways Manufacturing, Inc., Skylock Industries, Inc and Fields
Aero Management, Inc., filed voluntary petitions for relief under
chapter 11 of Title 11 of the United States Code in the United
States Bankruptcy Court for the Central District of California.
Since the petition date, the debtor companies have continued in
possession of their property and operated and managed their
businesses as debtors-in-possession. As debtors-in-possession, the
debtors were authorized to operate their businesses in the
ordinary course, but were not able to engage in transactions
outside the ordinary course without the approval of the Bankruptcy

On November 14, 2000, the Bankruptcy Court entered an order
confirming the Debtors' First Amended Plan of Reorganization, As
Modified. Subject to certain conditions, the Plan is expected to
take effect in late December. The Company's exit financing include
a revolving line of credit in an amount up to $8 million provided
by Bank of America, NA. Through the Plan the debtors will
reorganize as well as liquidate to satisfy their obligations to
creditors. Fields Aircraft Spares, Inc., and its subsidiaries
Incorporated and Skylock will continue their business operations
and the other two subsidiaries, Aero and Flightways shall be
liquidated under the Plan. The Plan also provides that Skylock as
well as 51% of the debtors' common stock will be sold to an
acquirer in exchange for a capital contribution of $1,350,000 plus
post-confirmation financing in the amount of $1,000,000 with
attached warrants.

The holders of general unsecured claims will receive a pro rata
share of 17% the common stock of the reorganized debtor. In
addition, they will share pro rata in the sum of $100,000 cash on
the effective date and a pro rata interest in an unsecured
promissory note in the principal amount of $500,000 payable over 6

Common stock in the reorganized debtor will be allocated
approximately as follows: Acquirer - 51%, Management Group (9.5%)
and Other Employees (0.5%) - 10%, Allowed Claims in Classes 6 and
7 - 34%, Allowed Interests in Class 10 - 5%.

The holders of $10,000,000 in 8.5% unsecured notes, will receive
17% of the common stock in the reorganized Debtor. In addition,
they will share pro rata in an unsecured promissory note in the
principal amount of $150,000 payable over 3 years.

Debtor: Fitzgeralds Gaming Corporation
         301 Fremont Street
         Las Vegas, NV 89101

Affiliates: Fitzgeralds South, Inc.
             Fitzgeralds Reno, Inc.
             Fitzgeralds Las Vegas, Inc.
             Fitzgeralds Mississippi, Inc.
             Fitzgeralds Black Hawk, Inc.
             Fitzgeralds Black Hawk II, Inc.
             101 Main Street Limited Liability Company
             Fitzgeralds Incorporated
             Fitzgeralds Fremont Experience Corporation
             Nevada Club, Inc.

Type of Business: A multi-jurisdictional holding company that owns
                   and operates through its subsidiaries three (3)
                   casino/hotels and one (1) casino

Chapter 11 Petition Date: December 5, 2000

Court: District of Nevada

Bankruptcy Case No.: 00-33467

Judge: Gregg W. Zive

Debtor's Counsel: Gerald M. Gordon, Esq.
                   Gordon & Silver, Ltd.
                   3960 Howard Hughes Parkway
                   Ninth Floor
                   Las Vegas, Nevada 89109
                   (702) 796-5555

Total Assets: $ 279,089,353
Total Debts : $ 221,049,965

FITZGERALDS RENO: Case Summary and 4 Largest Unsecured Creditors
Debtor: Fitzgeralds Reno, Inc.
         255 No. Virginia Street
         Reno, NV 89501

Affiliates: Fitzgeralds Gaming Corporation
             Fitzgeralds South, Inc.
             Fitzgeralds Las Vegas, Inc.
             Fitzgeralds Mississippi, Inc.
             Fitzgeralds Black Hawk, Inc.
             Fitzgeralds Black Hawk II, Inc.
             101 Main Street Limited Liability Company
             Fitzgeralds Incorporated
             Fitzgeralds Fremont Experience Corporation
             Nevada Club, Inc.

Type of Business: The owner and operator of a casino/hotel located
                   in Reno, Nevada

Chapter 11 Petition Date: December 5, 2000

Court: District of Nevada

Bankruptcy Case No.: 00-33469

Judge: Gregg W. Zive

Debtor's Counsel: Thomas H. Fell, Esq.
                   Gordon & Silver, Ltd.
                   3960 Howard Hughes Parkway
                   Ninth Floor
                   Las Vegas, Nevada 89109
                   (702) 796-5555

Total Assets:  $ 53,842,551
Total Debts : $ 239,964,368

4 Largest Unsecured Creditors

Scout Development
2600 Grand Ave.
Suite 500
Kansas City, MO 64141                                  $ 2,244,049

Young Electric Sign Co.
775 E. Glendale Ave.
Sparks, NV 89431                                         $ 305,214

IBM Credit Corporation                                    $ 12,272

Drury Enterprises, Inc.                                    $ 9,855

GEAC COMPUTER: Improved Operating Results in 2nd Quarter
Geac Computer Corporation Limited (TSE:GAC.) announced the results
of its second quarter ended October 31, 2000.

Revenues from continuing operations were $203.8 million compared
with $237.1 million for the same period last year. For the first
half of the current fiscal year, revenues from continuing
operations were $416.2 million compared with $429.9 million in
fiscal year 2000. Revenues in both periods exclude sales made by
the Banking Systems business that was sold on July 13, 2000. In
comparison with the preceding fiscal year, revenues from
businesses owned during both periods declined by $61.9 million
during the second quarter and $114.3 million during the first six
months. Compared with the first quarter of the current year, and
removing the effect of currency fluctuations, second quarter
revenues declined by $6.6 million.

The net loss for the quarter was $56.5 million, or $0.91 per fully
diluted share, compared with net income of $19.7 million, or $0.32
per fully diluted share last year. Included in the net loss are
charges of $39.7 million for the amortization of intangible assets
as well as unusual items totaling $30.4 million ($19.6 million, or
$0.32 per share net of income taxes), relating to previously
announced restructuring charges and provisions for certain legal
matters. Adjusted net loss from continuing operations (net loss
excluding the amortization of intangible assets) for the second
quarter was $0.27 per common share compared with an adjusted net
income of $0.62 per fully diluted common share during the same
quarter of the preceding year.

For the first six months of the current year, fully diluted
adjusted net earnings per share was $1.11 compared with $1.30 in
the first half of the preceding year. The current year results
include a gain of $1.37 per fully diluted share net of income
taxes, resulting from the sale of Geac's Banking Systems business
during the first quarter, and the previously discussed unusual
charge of $0.32 per share net of income taxes, effected during the
second quarter.

John E. Caldwell, President and Chief Executive Officer,
commented, "Our revenue for the first six months reflects lower
activity in the post-Y2K marketplace. While there was a small
decline in second quarter revenues in comparison with the first
quarter, our margins improved."

Mr. Caldwell added "During the second quarter, we sized our
businesses to improve operating profits and cash flow. With a more
competitive cost position, we anticipate that our financial
performance will improve through the balance of the fiscal year."
The process to review strategic alternatives to enhance
shareholder value continues. The Company will make no further
comment until an announcement is appropriate. As the Company
considers various strategic and financial options, it has
curtailed major acquisition activity. The Company is in
discussions with its bankers to replace its existing short-term
revolving credit facility with a new facility that will reflect
these lower financing requirements.

Mr. Caldwell concluded "Our focus remains on meeting the
expectations of our valued and loyal customers through
strengthening relationships and responding professionally to their

Geac Computer Corporation Limited (Toronto Stock Exchange Symbol:
GAC) is a provider of mission critical software and systems
solutions to corporations around the world. Geac solutions include
cross-industry enterprise business applications for financial
administration and human resources functions, and enterprise
resource planning applications for manufacturing, distribution,
and supply chain management. As well, Geac provides industry
applications to the hospitality, property and publishing
marketplaces, as well as a wide range of applications for
libraries and public administration. Headquartered in Toronto,
Canada, Geac ranks as one of the world's largest software

Further information is available on the World Wide Web at,or through e-mail at

GENESIS/MULTICARE: Court Fixes Dec. 19 Bar Date for Filing Claims
To begin the analysis of prepetition claims in a timely and
efficient manner, Genesis Health Ventures, Inc., sought and
obtained the Court's approval, pursuant to Rule 3003(c)(3) of the
Federal Rules of Bankruptcy Procedure, in fixing December 19, 2000
4:00 p.m. Eastern Time as the Bar Date, by which all non-
governmental creditors must file their proofs of claim, other than
claims of governmental units against GHV Debtor Healthcare
Resources Corp. and for January 29, 2001 4:00 p.m. Eastern Time to
be the HRC Governmental Bar Date, that is, the deadline by which
proofs of claim based on prepetition debts or liabilities against
HRC must be filed by governmental units.

The Bar Date or the HRC Governmental Bar Date, as applicable,
applies to creditors except:

   (1) creditors who have previously filed their proofs of claim;

   (2) creditors who agree with the way the Debtors schedule their

   (3) administrative claims under sections 503(b) or 507(a) of
        the Bankruptcy Code;

   (4) claims previously allowed or paid pursuant to a Court

   (5) claims by any current director, officer or employee;

   (6) intercompany Claims;

   (7) claims based solely upon ownership of equity interest;

   (8) claims allowed by an order of the Court entered on or
        before the Bar Date;

   (9) claims in respect of principal, interest, or fees and
        charges under the Debtors' bond or note pursuant to an
        indenture (Debt Instruments), provided that the indenture
        trustee files a proof of claim on behalf of all respective
        holders of securities;

In the GHV cases, exception from the Bar Date also applies to
employees asserting claim(s) under the Debtors' workers'
compensation policies and programs.

Mellon Bank, N.A., as Administrative Agent under the Fourth
Amended and Restated Credit Agreement, dated as of August 20,
1999, among the Debtors and the Prepetition Lenders, may file one
proof of claim on behalf of all of the Prepetition Lenders,
provided that the Prepetition Lenders shall retain the exclusive
right to vote individually on any plan of reorganization of
the Debtors with respect to their respective claims.

Any proof of claim arising from the rejection of an executory
contract or unexpired lease on or before the date of entry of the
Bar Date Order must be filed on or before the Bar Date or the HRC
Governmental Bar Date, as applicable. If the rejection of the
executory contract or unexpired lease occurs after the entry of
the Bar Date Order, the proof of claim must be filed in accordance
with any deadline as set in the Court's order authorizing the
rejection of such contract or lease.

For each creditor whose claim has been listed in the Schedules,
the Debtors will include in the upper right hand corner of the
Proof of Claim form a description of (a) the amount of such
creditor's claim against a specific Debtor (if such information is
reasonably ascertainable); (b) the type of claim held by such
creditor (i.e., non-priority unsecured, priority unsecured, or
secured), and (c) whether such claim is disputed, contingent,
or unliquidated. The Debtors believe this will permit the creditor
to readily ascertain how its claim is scheduled against a specific
Debtor without having to examine the Schedules. If the Proof of
Claim does not identify a specific Debtor or the creditor
disagrees with the Debtor identified on the Proof of Claim, the
creditor is required to file a Proof of Claim identifying the
Debtor against which the creditor is asserting a claim.

The GHV Debtors will serve copies of the Bar Date Order and
customized proof of claim forms by July 14, 2000, on:

   (1)  the U.S. Trustee;

   (2)  counsel to and each member of the Committee;

   (3)  every known creditor;

   (4)  all counter-parties to the Debtors' executory contracts
         and unexpired leases listed on the Schedules;

   (5)  the District Director of Inland Revenue for Delaware;

   (6)  the SEC;

   (7)  counsel for each pre-petition senior lender and
         postpetition lender;

   (8)  entities who had done business with the Debtors prior to
         the commencement date or who may have asserted a claim
         against the Debtors in the recent past;

   (9)  the U.S. Attorney for Delaware;

   (10) all parties on the General Service List;

   (11) each party that has filed a notice of appearance.

The MultiCare Companies, Inc., and its debtor-affiliates intend to
give notice to the UST, counsel to the Creditors' Committee,
counsel to the prepetition senior secured lenders, counsel to the
postpetition senior secured lenders, all parties that have filed a
notice of appearance and any other party that has filed a request
for notice of this motion.

Additionally, the Debtors propose to publish notice of the bar
date in the national Editions of the New York Times, Wall Street
Journal and U.S.A. Today.

The Debtors do not believe that their employees hold claims for
prepetition wages and benefits because the Debtors have been
authorized to pay, and have paid, their employees prepetition
wages and benefits as well as other employment-related
obligations. Nevertheless, the Debtors intend to notify their
employees of the Bar Date under the Employee Notification

The Debtors tell Judge Walsh they will distribute such notice to
their employees and will conspicuously post such notice in all the
Debtors' facilities within five business days after the Court's
entry of an order approving this Motion.

The Debtors recognize that it is highly unlikely that the holders
of any of the Debtors' publicly-held equity securities will
receive a distribution under a plan of reorganization on account
of such equity interest. Accordingly, a bar date for the filing of
proofs of interest is not fixed. However, the debtors covenant
that in the event circumstances change and a distribution on
account of equity interests becomes a possibility, they will
move the Court to establish a bar date for filing proofs of

The Bar Date Order provides that a Debtor need not file a proof of
interest on account of its equity interest in other Debtors,
considering that a substantial portion of the equity interests in
many of the Debtors are owned by one or more of the other Debtors.

The Debtors will utilize the services of Poorman-Douglas
Corporation to coordinate the receipt and processing of proofs of
claim in cooperation with the Clerk's office. (Genesis/Multicare
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service, Inc.,

GREAT ATLANTIC: Moody's Places Ratings on Review for Downgrade
Moody's Investors Service placed the ratings of The Great Atlantic
& Pacific Tea Company, Inc. on review for possible downgrade based
on concerns about the potential impact of the highly promotional
competitive environment on grocery chains like A&P. This action
follows the company's announcement of the discontinuance of the
quarterly dividend on its common stock. Moody's review will focus
on the company's plans to bolster sales and margins in the face of
intense competition, on its capital expenditure programs and on
the progress to date of Phase II of Project Great Renewal.

Ratings on review for possible downgrade:

   * The Great Atlantic & Pacific Tea Company, Inc.:

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

      b) Senior unsecured notes at Ba1.

      c) Senior unsecured shelf at (P)Ba1

      d) Subordinated shelf at (P)Ba3

      e) Junior subordinated shelf at (P)B1

      f) Preferred stock shelf at (P) "ba3".

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

      a) Preferred trust securities at (P)"ba3"

   * The Great Atlantic & Pacific Tea Company Limited:

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

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

A&P has a solid supermarket franchise with leading market shares
its major trade areas. The company also swiftly executed a
comprehensive strategy (Phase I of Project Great Renewal) that
focused on the its core trade areas and competencies. In March
2000, A&P launched Phase II of Project Great Renewal to upgrade
the company's supply chain efficiency and infrastructure.
Competition remains intense and promotional in A&P's major
markets. Comparable store sales rose 4.4% for fiscal 1999 and 2.2%
for the first 28 weeks of fiscal 2000. Net income for the first 28
weeks, proforma to exclude Project Great Renewal charges, was
about $20.3 million, down from an adjusted net income of $36.5
million in the same period of the prior year. The elimination of
the common dividend, while positive in terms of debtholder
protection, could signal an effort to reduce discretionary
expenditures during operationally challenging times.

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

HARNISCHFEGER: Morris Committee Investigating P&H Trademark Issues
The Official Committee of Unsecured Creditors appointed in the
chapter 11 cases of MMH Holdings, Inc., and its debtors-
affiliates, Bankr. Case Nos. 00-2027 through 00-2040 (Bankr. D.
Del.), asks Judge Sue L. Robinson for permission to examine
Harnischfeger Industries, Inc., and to compel Harnischfeger to
produce documents concerning a 1998 Trademark Agreement granting
Morris Material Handling, Inc., the right to use the P&H Trademark
on industrial cranes and other "through-the-air" material handling

"The Trademark Agreement," Saul E. Burian, Esq., Philip Bentley,
Esq., and Amy Caton, Esq., at Kramer Levin Naftalis & Frankel LLP,
explain, "contains several unusual provisions that suggest that
the Trademark Agreement was in substance a sale, rather than a
license, of the P&H trademark." The Morris Committee's lawyers
point-out that:

   (A) upon the expiration or termination of the Trademark
Agreement, the right to use the P&H name for cranes and other
material handling equipment does not revert back to Harnischfeger,
but merely expires, leaving neither party the right to use or
transfer the trademark;

   (B) while the Trademark Agreement grants a perpetual license so
long as there is not a sale of the majority of the assets or
equity of the MMH Companies, the Trademark Agreement requires that
royaalty payments only be paid for 10 years; and

   (C) other provisions in the Trademark Agreement have the
potential to severely limit Morris' ability to maximize the value
available to its creditors in a reorganization or sale (for
example, if a change in control occurs at Morris, the perpetual
license is transformed into a 15-year license).

The Morris Committee make no secret that it suspects the 1998
Recapitalization, when Morris was spun-out of Harnischfeger, gave
rise to very substantial fraudulent conveyance, illegal dividend
and other claims -- potentially topping $300 million. The
Committee also notes that Harnischfeger has filed $11.2 million of
claims against Morris. This discovery effort reflects the Morris
Committee's attempt to secure evidence that can be used to provide
set-off defenses to Harnischfeger's claims and further its
investigation into the Morris Estates' avoidance action claims
against Harnischfeger, Chartwell Investments, Inc., and other
third-parties. (Harnischfeger Bankruptcy News, Issue No. 33;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

HASBRO INC: Fitch Lowers Ratings & Revises Outlook to Negative
Fitch has lowered its rating of Hasbro, Inc.'s notes and
debentures from 'BBB' to 'BB+' and commercial paper from 'F2' to
'B'. At the same time, the Rating Outlook is revised from Stable
to Negative. The rating action follows the company's announcement
yesterday that its fourth-quarter and full year results would be
below prior expectations. As of Oct. 1, 2000, Hasbro had total
debt outstanding of approximately $1.7 billion.

The downgrade reflects the rapid deterioration in Hasbro's
business in the second half of 2000, and the expectation that it
will be some time before Hasbro fully recovers. The rating assumes
that the company's financial posture will begin to rebound in 2001
as operating cash flow improves and debt levels are reduced. The
company's credit protection measures should recover in 2001 to a
level that is appropriate for the new rating despite the potential
for higher financing costs. Nevertheless, the negative outlook
reflects uncertainty as to the rate of improvement and the
cyclical and shifting nature of the toy industry.

Hasbro announced that it now expects to break even, at best, in
2000, before taking into account $140-170 million of restructuring
charges. The company expects EBITDA for full-year 2000 of $320-370
million, well below the company's October 2000 guidance of $540-
575 million and a 1999 level of more than $700 million. The
negative adjustment to earnings and EBITDA reflects an earlier
than expected fall-off in the Pokemon trading card business,
necessitating a $75 million inventory writedown, as well as
additional weakness in the U.S. toy business.

On a more positive note, Hasbro also announced that it would be
selling its Hasbro Interactive and businesses to
Infogrames Entertainment, a French software company, for stock and
cash valued at $100 million. The sales will enable Hasbro to
eliminate substantial losses from those businesses while providing
the potential for future upside through a licensing agreement. In
addition, Hasbro announced that it would be cutting its dividend
in half, saving $21 million per year. The sale and the dividend
cut will supply cash for debt reduction.

Hasbro is moving ahead with a restructuring announced in October
to refocus on its core brands and become less reliant on more
faddish, licensed product. As part of this restructuring, Hasbro
is making progress in reducing its cost structure to bring it in
line with a smaller revenue base. However, it will be difficult to
gauge the success of this new strategy before the second half of

INTEGRATED HEALTH: Seeks to Employ Harris Beach as Special Counsel
Integrated Health Services, Inc., has employed Blass & Driggs as
corporate and healthcare regulatory counsel since 1989. Since the
Petition Date, and pursuant to the Blass & Driggs Retention Order,
Blass & Driggs continued to perform such services on behalf of the

On October 30, 2000, the former members of Blass & Driggs, with
the exception of Adrian P. Driggs, III, and Wendy North, Esq.,
joined the firm of Harris Beach. Virtually all of the attorneys of
Blass & Driggs who have provided services to the Debtors,
including Mr. Michael S. Blass, will be continuing in employment
with Harris Beach. Wendy North, Esquire, is the only attorney who
rendered legal services to the Debtors that will not be joining
Harris Beach.

In light of this event, the Debtors sought and obtained the
Court's approval for the employment of Harris Beach as special
corporate and regulatory counsel during the pendency of their
chapter 11 cases, effective as of October 30, 2000, in connection
with certain corporate, regulatory and compliance matters.

The Debtors intend that the same attorneys, as members of Harris
Beach, will be performing functions identical to those performed
while they were members of Blass & Driggs, on the same terms and
conditions including the hourly rates as compensation for their
professional services.

Mr. Blass indicates in his affidavit that the work to be provided
will be done by himself and those individuals identified in his
Affidavit of May 1, 2000, except for Wendy North, Esq., pursuant
to the same terms and conditions.

The attorneys presently designated to represent the Debtors and
their current standard hourly rates, subject to change are:

        Michael S. Blass         $ 360 per hour
        Andrew Bogen             $ 300 per hour
        Joshua Dicker            $ 275 per hour
        Jill Cohen               $ 245 per hour

Other attorneys and paralegals may from time to time serve the
Debtors in connection with matters pursuant to the proposed
employment of Harris Beach.

Like Blass & Driggs previously, Harris Beach will not undertake
any representation of the Debtors related to the prosecution of
these chapter 11 cases, including with respect to the negotiation,
proposal and prosecution of any plan of reorganization for the

The Debtors believe that the employment of Harris Beach is
necessary for the uninterrupted and effective continuity of IHS'
operations. Given the highly regulated nature of the industry, the
Debtors note, the ongoing operations of their business require
specialized legal representation that has familiarity and
experience with the numerous state and federal regulatory systems.

The Debtors are convinced that, the former members of Blass &
Driggs who are now with Harris Beach are well qualified and
uniquely able to represent the Debtors as special corporate and
regulatory counsel. The Debtors tell Judge Walrath that the
members of Blass & Driggs who are now with Harris Beach have
done an excellent job in their representation of the Debtors.

The Debtors are also convinced that the partners and associates of
Harris Beach who will be engaged in the chapter 11 cases are
members in good standing of the bar of New York and or other bars
sufficient for accreditation to practice law.

The Debtors submit that to the best of their knowledge,
information and belief, the members and associates of Harris Beach
do not have any connection with the Debtors, their creditors, or
any other party in interest, or their respective attorneys, except
as set forth in the Affidavits.

In his affidavit, Mr. David L. Rasmussen, partner in the law firm
of Harris Beach LLP, affirms this.

In view of all these, the Debtors conclude that the employment of
Harris Beach is in the best interests of the Debtors, their
creditors, and all parties in interest. (Integrated Health
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

LERNOUT & HAUSPIE: Judge Wizmur Approves $20 Million Interim DIP
After recently filing for bankruptcy protection, Lernout & Hauspie
obtained court approval for a $20 million interim debtor-in-
possesion financing from General Electric Co., Reuters reports.
The financing will cover the company's operations for 15 days.
According to a legal source that attended the late night hearing,
Judge Judith Wizmur of Camden, New Jersey court ordered to cease
all debt collection in Belgium against L&H. "She signed a written
order to clarify the issue for a foreign court," the source said.

On Dec. 20, Judge Wizmur will consider approving the DIP financing
pact on a final basis.  

LOEWEN: Description of New Preferred Share Purchase Agreement
Reorganized Loewen Group International, Inc., will be authorized
to issue an initial class of New Preferred Stock that will be
designated "Series A Junior Participating Preferred Stock," as
contemplated by the Share Purchase Rights Agreement.

Each holder of Series A Preferred Shares will be entitled to 100
votes per share and, except as otherwise required by law, will
vote together with the New Common Stock as a single class on all
matters properly submitted to a vote of a meeting of the
stockholders. The Series A Preferred Shares may be issued only in
connection with the exercise of Share Purchase Rights under the
Share Purchase Rights Agreement.

Authorized but unissued shares of New Common Stock and New
Preferred Stock of Reorganized LGII will be available for future
issuance without stockholder approval. These additional shares may
be used for a variety of corporate purposes, including future
public offerings to raise additional capital, corporate
acquisitions and employee benefit plans. The Debtors believe that
the existence of authorized but unissued shares of New Common
Stock and New Preferred Stock could render more difficult or
discourage an attempt to obtain control of Reorganized LGII by
means of a proxy contest, tender offer, merger or otherwise.

                Share Purchase Rights Agreement

Pursuant to the Share Purchase Rights Agreement, which agreement
will be approved by the Bankruptcy Court pursuant to the
Confirmation Order and become effective as of the Effective Date,
each share of New Common Stock issued will be accompanied by one
Share Purchase Right. Each Share Purchase Right will provide the
holder with the right to purchase one one-hundredth of a share of
Series A Preferred Stock at a price of $70 per one-hundredth of a
Series A Preferred Share, subject to adjustment in accordance with
the terms of the Share Purchase Rights Agreement.

Reorganized LGII may, at its option, redeem the Share Purchase
Rights in whole, but not in part, at a Redemption Price of $0.01
per Share Purchase Right, subject to adjustment, at any time prior
to the close of business on the Share Acquisition Date.
Immediately upon any redemption of the Share Purchase Rights, the
right to exercise the Share Purchase Rights will terminate and the
only right of the holders of Share Purchase Rights will be to
receive the Redemption Price.

In addition, at any time after the Share Acquisition Date and
prior to the acquisition by any person or group of affiliated or
associated person of 50% or more of the outstanding shares of New
Common Stock, Reorganized LGII may exchange the Share Purchase
Rights (other than any Share Purchase Rights that have become
void), in whole or in part, at an exchange ratio of one share of
New Common Stock per Share Purchase Right (subject to adjustment).

For all purposes under the Share Purchase Rights Agreement, any
person that becomes the beneficial owner of 15% or more (or 25% or
more in the case of each of the Principal CTA Creditors together
with its affiliates and associates, acquiring beneficial ownership
of at least 15% of the outstanding shares of New Common Stock
solely as a result of distributions made pursuant to the Plan)
will not be deemed to have become an Acquiring Person unless and
until such time as (a) such person, or any affiliate or associate
thereof, subsequently becomes the beneficial owner of additional
shares of New Common Stock representing 1% or more of the then-
outstanding New Common Stock or (b) any other person that is the
beneficial owner of shares of New Common Stock representing 1% or
more of the then-outstanding New Common Stock subsequently becomes
an affiliate or associate of such person.

The Share Purchase Rights Agreement may be amended by Reorganized
LGII without the approval of any holders of Share Purchase Rights,
including amendments pertaining to the Purchase Price and the
Share Purchase Rights, except that no amendment may be made that
decreases the stated Redemption Price to an amount less than $0.01
per Share Purchase Right.

The Share Purchase Rights Agreement will expire on (a) the first
anniversary of the Effective Date or (b) such later date as the
Reorganized LGII Board of Directors, by resolution adopted prior
to the first anniversary of the Effective Date, may establish, but
not later than the tenth anniversary of the Effective Date.
(Loewen Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

NATIONAL AIRLINES: Harrah's Plans to Write-Off Part of Investment
Harrah's Entertainment Inc. announced that it plans to write off a
certain amount of its investment in National Airlines Inc., which
recently filed for Chapter 11, Reuters reports. A recent filing
with the SEC states that Harrah's owns 48 percent of the troubled
airline and "is currently evaluating the impact of NAI's filing on
the carrying value of the company's investment in NAI and related

The filing further stated that Harrah's got an investment balance
of $ 13.3 million as of Sept. 30, total credit of $ 24.6 million
and $ 2.7 million in prepaid tickets.

Seeking for bankruptcy protection on Dec. 6 in Nevada, National
Airlines listed assets totaling to $ 103.5 million under debts of
$ 119.5 million.

ORIX FINANCIAL: Moody's Reviewing Ratings for Possible Downgrade
Moody's Investors Service has placed the ratings of ORIX Financial
Services, Inc. (OFS, formerly ORIX Credit Alliance, Inc.) on
review for possible downgrade. Moody's review results from OFS's
core equipment financing business franchise continuing to come
under stress and Moody's opinion that this situation could
continue into the foreseeable future.

Moody's said that in its review it will consider a number of
issues including the potential earnings capacity of OFS in light
of continuing asset quality deterioration in the company's
equipment finance portfolio. OFS has less cushion to protect
itself against swings in its asset quality because it has
witnessed significant net interest margin deterioration over the
last several fiscal years.

Moody's will also consider the risks and benefits of the company's
newly unveiled diversification strategy, including the execution
risk inherent in the strategy and the extent to which this
strategy is likely to improve the stability of the franchise in
the near to mid term.

The rating agency continued that it will consider the financial
flexibility of the OFS given its current debt and covenant
structure, including potential support from its parent, ORIX

The following ratings were placed on review for possible

   a) Short-term debt . . . . .  Prime-2

   b) Senior debt . . . . . . .  Baa2

ORIX Financial Services, Inc. is a subsidiary of ORIX Corporation
(Senior at Baa3) of Japan. ORIX Financial Services, Inc., based in
Secaucus, NJ, is a commercial finance company, which reported
total assets of approximately $3.2 billion at September 30, 2000.

OWENS CORNING: Motion to Assume Lease with Lexington Chester
In connection with their continuing review of leases, Owens
Corning asks for authority to assume its lease with Lexington
Chester Industrial, LLC. Under this lease Lexington has the
following obligations:

   (1) Lexington will construct an approximately 200,000 square
foot production and distribution facility in Chester, South
Carolina, for the production and distribution of cultured stone,

   (2) Lexington will lease this facility to Owens Corning for a
term of twenty years.

Once Owens Corning accepts the leased premises, it will be
obligated to pay Annual Fixed Rent for the first through twentieth
year of $1,027,500, with two five-year renewals options at the
rental of $1,184,040 and $1,361,645, respectively. Annual Fixed
Rent will be adjusted for each $10,000 deviation from estimated
building costs, with further adjustments for any change orders.

In support of their desire to enter into this lease, the Debtors,
through their counsel Mark S. Chehi, Esq., of Skadden Arps, urge
that this facility is essential to the continued growth and
expansion of Owens Corning's cultured stone division. Over the
past five years Owens Corning's cultured stone sales have grown
approximately 30% per year, and Owens Corning's existing cultured
stone production facilities are currently operating at full
capacity. Completion of this facility and commencement of
operations are an integral part of Owens Corning's plan to meet
its customers' current and future demand for cultured stone.

At Owens Corning's request, Lexington engaged MD Kahn Construction
Co., Inc., to complete the construction of the facility. Kahn has
refused to enter into a written construction agreement with
Lexington until Lexington's parent, Lexington Corporate Properties
Trust, executes a guaranty of Lexington's obligations as owner
under the construction agreement. However, Corporate Properties is
unwilling to provide the requested guaranty until Owens Corning
assumes the lease and obtains the Court's order approving the
same. Although Kahn is currently working on the facility, it is
not bound to do so by written contract and may cease working at
any time unless a written contract is executed. Accordingly,
the Debtors urge that their assumption of the lease will ensure
the continued, uninterrupted construction of the facility.

Moreover, the Debtors argue that assumption of this lease is
necessary to ensure continued project funding. Construction of the
facility is funded by a construction loan from SouthTrust Bank of
Birmingham, Alabama. SouthTrust's obligation to fund the
construction loan is contingent upon, among other things, the
absence of a material adverse change in the financial condition of
Lexington as borrower, and the absence of proceedings that could
have a material adverse effect on Lexington. Because Lexington is
constructing the facility to meet Owens Corning's specific
production and distribution requirements, it is unlikely that a
suitable replacement tenant for Owens Corning could be located and
therefore Lexington faces significant exposure should Owens
Corning reject the lease under the Bankruptcy Code, leaving
Lexington with no more than an unsecured claim for damages.
Accordingly, the uncertainty regarding Owens Corning's position
with respect to the lease may lead SouthTrust to cancel funding or
accelerate payments under the construction loan, thereby
jeopardizing timely completion of the facility. The Debtors'
assumption of this lease will make it more likely that SouthTrust
will continue funding the current construction loan, thereby
facilitating completion of the facility. (Owens-Corning Bankruptcy
News, Issue No. 6; Bankruptcy Creditors' Service, Inc., 609/392-

PHYSICIAN HEALTH: Case Summary and 25 Largest Unsecured Creditors
Debtor: Physician Health Corporation
         One Lakeside Commons
         990 Hammond Drive, Suite 300
         Atlanta, GA 30328

Affiliates: PHC Holding Corporation
             Eye Care Services of Missouri
             G.H. Kursar Eye Care Services
             Healthcare Strategic Initiatives, LLC
             Hearthealth Medical Management, Inc.
             Interacare, Inc.
             PFCA Management, Inc.
             PHC Acquisition Subsidiary VII, Inc.
             PHC Midwest, Inc.
             PHC Ohio, Inc.
             PHC Physician Administrative Service, Inc.
             PHC Physician Networks, Inc.
             PHC Southeast, Inc.
             PHC West Plains, Inc.
             Physician Health Corporation of Midsouth, Inc.
             Primary Care Specialists, Inc.
             Tri-County Eye Center, Inc.
             PHC Oncology Care, Inc.
             PHC Arizona, Inc.
             PHC Regional Ontology Care, Inc.
             PHC Central Florida
             PHC Orlando III
             Physicians Strategic Alliance, Inc.
             PHC Ancillary Services, Inc.
             PHC-Payson Management Company
             Carterville Regional Oncology Center, LLC
             William H. Whaley, Inc.
             Physicians Strategic Alliance of Orlando, Inc.

Chapter 11 Petition Date: December 7, 2000

Court: District of Delaware

Bankruptcy Case No.: 00-04482

Debtor's Counsel: Norman L. Pernick
                   Saul Ewing Remick & Saul
                   222 Delaware Avenue
                   Suite 1200
                   Wilmington, DE 19801
                   (302) 421-6800

Total Assets: $ 100 Million above
Total Debts : $  50 Million above

25 Largest Unsecured Creditors

Paribas Capital Funding L.L.C.
787 Seventh Avenue
New York, NY 10036                                     $ 9,000,000

Jackson Walker
901 Main Street
Suite 6000
Dallas, TX 75202                                         $ 254,405

D'Ancona & Pflaum L.L.C.                                 $ 245,607

White & Case, L.L.P.                                     $ 220,000     

Arthur Andersen, L.L.P.                                  $ 206,633

Baker Donelson Bearman & Caldwell                        $ 160,469

Ernst & Young                                             $ 73,323

Medical Equities, L.P.                                    $ 62,227

State Comptroller                                         $ 59,768

Ropes & Gray                                              $ 58,273

Gillen Dailey & Cromwell, L.L.C.                          $ 56,919

Arnall Golden & Gregory                                   $ 48,176

Knoll Lindquist Avey                                      $ 46,279

Hale and Dorr, L.L.P.                                     $ 36,286

Missouri Director of Revenue                              $ 31,232

American Airlines, Inc.                                   $ 30,558

ACI Boland, Inc.                                          $ 29,697

Kemper Insurance Companies                                $ 29,521

Canawill, Inc.                                            $ 19,095

Treasurer State of Ohio                                   $ 18,163

EGL Holdings, Inc.                                        $ 18,000

Nelson Mullins Riley & Scarborough, LLP                   $ 17,127

Bryan Cave, L.L.P.                                        $ 11,043

Thompson Coburn                                           $ 10,066

Paul Krissman, M.D.                                        $ 9,144

PILLOWTEX: Court Gives Final Approval to $150MM DIP Financing
Pillowtex Corporation (OTC Bulletin Board: PTEXQ), which filed a
voluntary petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code on November 14, 2000, announced that it has
received final Bankruptcy Court approval of a $150 million debtor-
in-possession (DIP) financing facility being provided to it by a
group of lenders led by Bank of America. The DIP facility will be
used to fund the ongoing business operations of Pillowtex.

Anthony T. Williams, President and Chief Operating Officer,
stated, "The DIP financing facility will be a significant source
of liquidity for Pillowtex. It will contribute to our ability to
operate in the normal course of business during the Chapter 11
case and should provide a measure of assurance to our employees,
customers and vendors. We are grateful for the dedication of our
employees and the continued support of our lending group,
customers and vendors."

Pillowtex Corporation, with annual sales in excess of $1.4
billion, manufactures and markets home furnishings for the bedroom
and bathroom under such industry leading brand names as ROYAL
Pillowtex Corporation operates a network of manufacturing and
distribution facilities in the U.S. and Canada with approximately
13,000 employees.

PILLOWTEX: Moves to Pay Insurance Premium Financing Obligations
Pillowtex Corporation and its debtor-affiliates have requested an
Order from the Bankruptcy Court authorizing them to pay all
postpetition installments under three prepetition insurance
premium financing agreements with Cananwill, Inc. as these
payments become due.

In connection with the day-to-day operation of their businesses,
the Debtors are required by law or compelled by sound business
judgment to maintain various forms of insurance, including general
liability, criminal loss, property and casualty, auto, directors
and officers' liability, and excess liability coverage. Certain
insurance policies obtained by the Debtors to provide this
coverage require the Debtors to prepay the full premium for the
applicable coverage period. Because many of these insurance
policies cover policy periods of one year or more, the requirement
to prepay the full premium may impose a significant financial
burden on the Debtors. To lessen this burden, prior to the
Petition Date the Debtors financed the premiums for certain
insurance policies pursuant to three Premium Finance Agreements
with Cananwill.

Under the Premium Finance Agreements, Cananwill paid the premiums
due under the applicable insurance policies, and the Debtors
thereby became obligated to repay the amount financed under each
Premium Finance Agreement in installments over the term of the
applicable Premium Finance Agreement.

Under the February 1999 Premium Finance Agreement, an aggregate of
$1,137,138 in insurance premiums were paid. The Debtors paid
$34,518 of this amount and financed the remaining balance of
$1,102,619 over 35 months at an annual interest rate of 6.2%. The
Debtors' monthly installments are $34,518 for the first 18 months
and $34,817 for the remaining 17 months.

Pursuant to the July 2000 Premium Finance Agreement, an aggregate
of $207,250 in insurance premiums were paid to the issuers of the
insurance policies. The Debtors paid $41,450 of this amount upon
execution of the agreement and financed the remaining blanace of
$165,800 over 9 months at an annual interest rate of 8.10%. The
Debtors' monthly installments are $19,049.

Under the September 1999 Premium Finance Agreement, an aggregate
of $2,107,990 in insurance premiums were paid to the issuers of
the insurance policies. The Debtors paid $330,000 of this amount
upon execution of the agreement, and financed the remaining
balance of $1,777,990 over 9 months at an annual interest rate of
7.4%. The Debtors' monthly installments are $203,720.

The Premium Finance Agreements each contain a power of attorney
granted by the Debtors to Cananwill pursuant to which, if the
Debtors default on their payment obligations under one or more of
the Premium Finance Agreements, Cananwill may cancel the
corresponding insurance policies. Upon such a cancellation,
Cananwill is entitled to receive any unearned premiums
refunded by the issuers of the insurance policies and apply these
refunds to reduce the Debtors' outstanding obligations under the
applicable Premium Finance Agreement.

As of the Petition Date, the Debtors were current on all of their
obligations to Cananwill. The next installments payable by the
Debtors are due November 28, 2000, and December 1, 2000. If these
payments are not made, the Debtors would be forced to seek
replacement insurance coverage, and doubt that, even if such
coverage were available, the Debtors would be able to obtain
coverage on terms and conditions as favorable as those presently
in place. Moreover, there is no assurance that the Debtors would
be able to obtain replacement insurance quickly enough to prevent
a lapse in coverage. The Debtors believe that maintaining
continued and uninterrupted insurance coverage under the favorable
terms and conditions provided by the present policies clearly is
in the best interests of the Debtors and their estates and
creditors. (Pillowtex Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

QUADRAX: West Warwick Operation Sale Proceeds Paid to Lender
On October 20, 2000, Quadrax Corporation ceased operations in its
West Warwick, R.I. manufacturing facility and sold certain of its
manufacturing equipment previously employed at that facility to
ColeVic LLC, a privately held company owned by shareholders who
are also 49% shareholders and directors of the company. The sale
price of the equipment was approximately $500,000 in cash, plus a
right to receive contingent payments from future sales made by
ColeVic to the company's customers. The company has applied all
the proceeds from the sale of the equipment to the reduction of
its debt to its secured lender. The sale price for the equipment
was in excess of the appraised value by an independent appraiser
established by the company's secured lender.

REEVE ALEUTIAN: Suspends Flights, 250 Layoffs, Another Bankruptcy
Flights suspended, 250 workers laid off and seeking protection
under Chapter 11 is what Reeve Aleutian Airways Inc. will be
facing in the next few days, The Associated Press reports.
"Competitive forces over the last several years have eroded our
business base to the point where we don't have enough customers on
our scheduled flights to support operations," airline President
Dick Reeve said. High fuel prices nowadays and the non-stop hiking
maintenance costs was the reason for the cuts.

The airline was founded in Valdez in 1932 when Bob Reeve began
wind-flapping gold miners and their supplies into remote areas.
After WWII, Reeve luckily struck a deal with the military to fly
men and supplies to bases throughout the state, including

RELIANT BUILDING: Seeks $30MM Funding; Lenders To Push Liquidation
After seeking Chapter 11 protection on July 11, Reliant Building
Products Inc., needs $30 million in new financing to fund its
proposed plan of reorganization, Dow Jones reports.  Potential
investors told Reliant that they may be providing $5 million to
$10 million of financing in the form of mezzanine leaving the rest
in senior term notes.

The DIP lenders told Reliant that the company might be in default
of certain covenants, and certain default could cause the lenders
to take possession of the firm and liquidate it. The window-maker
estimates that if there was a forced liquidation, company assets
would amount to maybe less than $33 million.

Also stated in its recent disclosure statement, Reliant may have
trouble collecting past due accounts. The company states that it's
"cautiously optimistic" to get enough revenues to keep the company
operational until the confirmation date. Reliant also disclosed
that they will be forced to shut down if the needed financing
doesn't come on time.

RUBATEX CORPORATION: Case Summary & 35 Largest Unsecured Creditors
Debtor: Rubatex Corporation
         5221 Valley Park Drive
         Roanoke, VA 24019

Affiliates: RBX Corporation
             RBX Group, Inc.
             Rubatex Corporation
             Waltex Corporation
             Groendyk Manufacturing Company, Inc.
             Universal Rubber Company
             UPR Disposition, Inc.
             OleTex Inc.
             Midwest Rubber Custom Mixing Corp.
             Hoover-Hanes Rubber Custom Mixing Corp.

Chapter 11 Petition Date: December 7, 2000

Court: District of Delaware

Bankruptcy Case No.: 00-04512

Debtor's Counsel: Laura Davis Jones, Esq.
                   Pachulaki, Stang, Ziehl, Young & Jones PC
                   919 North Market St.
                   Suite 1600
                   Wilmington, DE 19801
                   (302) 652-4100
                   Fax:(302) 652-4400

Total Assets: $ 100 Million above
Total Debts : $ 100 Million above

35 Largest Unsecured Creditors

Holders of $100,000,000
11.25% Series B Senior
Subordinated Notes Due
October 15, 2005
c/o United States Trust
Company of New York, Trustee
John Guiliano , Vice President
114 West 47th Street
New York, NY 10036-1532          Senior
(212) 852-1613                    Subordinated
Fax:(212) 852-1626                Notes              $ 100,000,000

Variable Insurance Products
David Cole &
Richard L. Kuersteiner
777 Mariners Island Boulevard
San Mateo, CA 94404              Senior
(650) 312-2000                    Subordinated
Fax:(650) 312-3921                Notes               $ 70,000,000

Foothill Partners III, L.P.
Jeff Nikora
2450 Colorado Avenue
Suite 3000W
Santa Monica, CA 90404           Senior
(310) 453-7300                    Subordinated
Fax:(310) 453-7470                Notes               $ 20,700,000

Conseco Capital Management
Eric Johnston                    
11825 North Pennsylvania St.     
Carmel, IN 46032                 Senior
(317) 817-6806                    Subordinated
Fax:(317) 817-4115                Notes                $ 3,000,000

Uniroyal, Inc.
Chemical Group World Headquarters
Cheryl Marquis
Middlebury, CT 06749
(203) 573-2240
Fax:(203) 573-2240               Trade Debt            $ 1,556,810

Bayer Corporation
Janis Denton
2603 West Market Street
Akron, OH 44313-4270
(800) 440-0984
Fax:(330) 836-9726               Trade Debt              $ 549,951

Degussa Corporation Pigment Group
Don Kronenburger
Charlotte, NC 28275
(330) 666-8919
Fax:(330) 666-6661              Trade Debt               $ 456,343

Interex World Resources, Ltd.
Mike Sibley
P.O. Box 932000
Atlanta, GA 31193-2000
(330) 665-5533
Fax:(330) 668-6610               Trade Debt              $ 438,816

Equistar Chemicals, LP
Bill Rocha
11500 Northlake Drive
Cincinnati, OH 45249
(713) 652-4687
Fax:(713) 309-4972               Trade Debt              $ 418,910

Zeon Chemica
Laura O'Donel
7050 Riverport Drive
Louisville, KY 40258
(800) 735-3388
Fax:(502) 775-7675               Trade Debt              $ 369,945

Adele Knits
Kimberly Cook
800 Chetham \Road
Winston-Salem, NC 27101
(800) 968-4779
Fax:(336) 784-2121               Trade Debt              $ 337,430

Depont Dow Elastomers
Sandra Poplos
220188 Network Place
Chicago, IL 60673-1210
(800) 853-5515
Fax:(302) 792-4225               Trade Debt              $ 336,130

Caldwell, Joanne
Treasurer of Bedford, VA
P.O. Box 87
Bedford, VA 24523
(540) 586-7108
Fax:(540) 586-7134               Taxes                   $ 280,643

Royal H.M. Inc.                  Trade Debt              $ 221,489

Harwick Standard Distribution    Trade Debt              $ 212,681

Biddle Sawyer Corp.              Trade Debt              $ 210,775

Exxon Chemicals Americas         Trade Debt              $ 184,357

Ferro Corp.                      Trade Debt              $ 184,357

Catawba County Tax Collector     Trade Debt              $ 179,448

Rhein Chernie Corporation        Trade Debt              $ 174,131

OxyVinyls LP                     Trade Debt              $ 166,098

Stone Container Corp.            Trade Debt              $ 157,604

Crealogy, Inc.                   Trade Debt              $ 154,861

Immix Technologies, LLC          Trade Debt              $ 149,705

Marsh USA, Inc.                  Insurance Broker
                                  Fees                   $ 148,274

General Electric                 Trade Debt              $ 144,198

Smurffitt-Stone                  Trade Debt              $ 134,711

DJ Semichem Inc.                 Trade Debt              $ 131,600

Concord Specialty                Trade Debt              $ 131,217

T.L. Squire & Company            Trade Debt              $ 130,616

Firestone Synthetic Rubber
& Latex Co.                     Trade Debt              $ 129,014

Euphoria                         Trade Debt              $ 125,258

Harwick Chemical Mfg.            Trade Debt              $ 123,821

DSM Copolymer                    Trade Debt              $ 116,250

Ashland Chemical Company         Trade Debt              $ 112,927

SAFETY-KLEEN: Indian Harbor Agrees Back $143MM of New Policies
Safety-Kleen announced that it has reached agreement with Indian
Harbor Insurance Co. to provide approximately $143 million worth
of closure, post-closure and corrective action financial assurance
for Safety-Kleen facilities. Indian Harbor is an A+ rated company
headquartered in North Dakota.

The Indian Harbor policies replace policies previously provided to
Safety-Kleen by Reliance Insurance Company. Reliance has recently
experienced financial difficulties, prompting Safety-Kleen to seek
replacement policies.

"This is great news for our customers and our regulators," said
Safety-Kleen President and COO Grover Wrenn. "Indian Harbor is a
top-rated company, and with them on board we have in place the
kind of long-term liability protection our customers expect and
our regulators require."

Wrenn said the new policies, which represent approximately 30
percent of Safety-Kleen's closure, post-closure and environmental
impairment instruments, became effective October 15. Final details
of the arrangement, however, were not completed until yesterday,
and are still subject to approval by the U.S. Bankruptcy Court in

Indian Harbor Insurance was formed in 1992 as a subsidiary of NAC
Reinsurance Corporation. In June 1999, NAC became a wholly owned
subsidiary of XL Capital LTD. a Cayman Island Corporation. Paid in
capital to Indian Harbor at the end of 1999 was $5 million,
consisting of 50,000 common shares at a par value of $100 per
share. The company has 50,000 authorized shares.

Safety-Kleen is the largest manager of hazardous and industrial
waste in North America, with 10,000 employees and approximately
400,000 customers in 47 states and seven Canadian provinces. On
June 9, 2000, Safety-Kleen and 73 of its U.S. subsidiaries filed
for protection under Chapter 11 of the U.S. Bankruptcy Code. The
Company is reorganizing, and has received court authorization for
up to $100 million in debtor-in-possession (DIP) financing.

SCOUR, INC: Liquid Audio Bids for Debtor's Peer-to-Peer Assets
Liquid Audio, Inc. (Nasdaq: LQID), a leader in software and
services for Internet music delivery, announced plans to bid on
the technology assets of Scour, Inc., including Scour's peer-to-
peer file sharing application. The bid is being filed today with
the U.S. Bankruptcy Court for the Central District of California
in Los Angeles for court approval.

If successful in its bid, Liquid Audio anticipates that it would
integrate Scour's peer-to-peer file-sharing technology into the
Liquid(TM) Music Distribution System. This would enable online
retailers and music destinations in Liquid Audio's global
distribution network to add peer-to-peer music services to their
sites. More than 1,000 retail sites in the Liquid Music
Network(SM), including CDNOW, BestBuy,, HMV and
Musicland's destination sites, now use Liquid Audio software and
services on their Web sites to offer music fans a catalog of
100,000 tracks for streaming, downloading, playback or export.

"Peer-to-Peer capabilities are a logical extension of our secure
music distribution system. Our goal is to enable our network of
retailers to offer subscription services, including peer-to-peer
downloads, that complement their online music stores," said Gerry
Kearby, CEO of Liquid Audio, Inc. "As the leading music delivery
infrastructure, Liquid Audio is in the best position to deploy a
legal peer-to-peer network based on our technology and the Scour

Scour is a privately held corporation based in Los Angeles, Calif.
that recently filed a voluntary Chapter 11 petition in the U.S.
Bankruptcy Court for the Central District of California in Los
Angeles. Scour develops and markets Scour Exchange, the second
largest peer-to-peer file-sharing application;, the
Internet's leading entertainment search site; and myCaster, an
online radio community. Scour was founded in 1997 by five UCLA
computer science students and is backed by Michael Ovitz and The
Yucaipa Companies.

Liquid Audio, Inc. is a leading provider of software and services
for the digital delivery of music over the Internet. The Liquid
Audio solution gives musicians, record labels, Web sites and music
retailers the ability to publish, syndicate and securely sell
recorded music online with copy protection and copyright
management. Using the Liquid(TM) Player software, available for
free download at, music fans can preview and
purchase downloadable music from the more than 1,000 affiliate Web
sites in the Liquid Music Network(SM). Traded on Nasdaq under the
symbol LQID, Liquid Audio is located in Redwood City, California.

SINGING MACHINE: Discloses Change in Accountants & Auditors
Weinberg and Company, P.A., was replaced as independent certified
public accountant and independent auditor for The Singing Machine
Company, Inc. on November 28, 2000. The company's decision to
change accountants was approved by its Board of Directors because
Scott Salberg, the auditor who has been responsible for the
company's account, left the former accountant to start his own
accounting firm.

On November 28, 2000, the company engaged Salberg and Company,
P.A., asits independent auditor and independent certified public
accountant. The company says it did not consult with Salberg and
Company, P.A. regarding the application of accounting principles
to a specific transaction or the type of audit opinion that might
be rendered on the company's financial statements, and no written
or oral advice was provided by Salberg & Company, P.A. that was a
factor considered by the company in reaching a decision as to the
accounting, auditing or financial reporting issues.

VISITALK.COM: Free Internet Phone Call Provider Seeks Chapter 11
Offering free calls on the Internet has led seek for
bankruptcy protection under Chapter 11 on Nov. 29, reports.  "We are in the process of evaluating
all our options to maximize the returns for our creditors and
investors," CEO Michael O'Donnell told  "That
could mean a reorganization with additional funding, or a possible
sale."  Failing to secure $3 million in funding prompted the
filing done in the U.S. Bankruptcy Court.

About 12 to 15 workers now runs the firm, right after
started the job cuts since September, O'Donnell told Estimating to have assets and debts ranging
from $1 to $10 million, the firm still is working on its detailed
schedules of assets and debts. Gust Rosenfeld PLC of Phoenix was
retained to represent the company on its Chapter 11 case. Having
an estimated 50 creditors, the court has scheduled on Jan. 9 its
first meeting.

Founded in Sept. 1998, the Phoenix-based firm offers consumers
free phone calls between computers via the Internet, or between a
computer and a phone in the United States. The company also offers
international calling from computer to phone.

WHEELING-PITTSBURGH: Proposes Adequate Assurance for Utilities
In connection with the normal course of their businesses,
Wheeling-Pittsburgh Corporation and its debtor-affiliates obtain
electricity, water, natural gas, telephone services and similar
services through numerous accounts with various utility companies.
The Debtors presented a Motion asking that Judge Bodoh enjoin such
utility companies from terminating services or requiring
additional deposits in connection with their provision of
services, except through such procedures as Judge Bodoh might

The Debtors urged that it was vitally important to their
businesses, and thus to their successful reorganization, that
utility services continue uninterrupted after the expiration of
the statutory period of 20 days after the Petition during which
utilities must continue service. If utility services were
discontinued or altered, even briefly, the Debtors' ongoing
operations would be severely disrupted and the Debtors'
reorganization efforts jeopardized. For the benefit of their
creditors and their estates, the Debtors must have access to
uninterrupted utility services.

Prior to the Petition Date the Debtors state that they were
generally current in their payment of invoices received from
utility companies. The Debtors submitted to Judge Bodoh that the
utility companies therefore already had adequate assurances that
post-petition invoices would be paid because:

   (a) the Debtors expect to have adequate liquidity under the
       terms of their DIP financing to pay for post-petition
       utility services on a current basis; and

   (b) the utility companies are protected by their right to an
       administrative expense priority under the Bankruptcy Code
       for any unpaid post-petition utility services.

Under these circumstances, the Debtors argued that no additional
adequate assurances of payment for post-petition services by the
utility companies was warranted.

After argument, Judge Bodoh ordered that:

   (a) Absent any further Order of this Court, the utility
companies named in the Motion are forbidden to discontinue, alter
or refuse service on account of any unpaid pre-petition charges,
or to require any payment of a deposit or receipt of other
security in connection with any unpaid pre-petition date charges;

   (b) The Debtors are ordered to serve the Court's Order on the
utility companies via mail within three business days of the
Order's date of entry, provided that for any utility company that
may have been inadvertently omitted from the Motion, the Debtors
will promptly provide notice of the Order upon learning of such
utility company;

   (c) A utility company may request additional assurances of
payment in the form of deposits or other security after the
expiration of twenty days after the Petition Date and, if the
Debtors believe the additional assurance request is not
reasonable, the Debtors will schedule a hearing to determine if
additional assurances are necessary; and

   (d) A utility company shall be deemed to have adequate
assurance of payment until a further Order of this Court is
entered in connection with a hearing.

(Wheeling-Pittsburgh Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

XEROX CORP: William Buehler Retiring as Vice Chairman on Jan. 15
Joining Xerox Corp. in 1991 after 27 years at AT&T Corp., William
Buehler, 61, will retire as Vice Chairman on Jan. 15, Reuters
reports. Currently heading the copier's strategy, corporate
policies and external relations, Mr. Buehler is also a chairman of
the four-person office. "Two years ago, I asked Bill to postpone
his planned retirement until we had our new management team fully
in place," Xerox Chairman and Chief Executive Paul Allaire said in
a statement. "We wish him all the best."

In a prior release, aiming to lessen the struggle of tough
competition, posting its first ever quarterly loss, Xerox recently
laid off 200 of its manpower in its Rochester area.

* Bond pricing for the week of December 11, 2000
Data is supplied by DLS Capital Partners, Inc. Following are
indicated prices for selected issues:

AMC Ent. 9 1/2 '11                         56 - 58
Amresco 9 7/8 '05                          54 - 56
Advantica 11 1/2 '08                       46 - 48
Asia Pulp & Paper 11 3/4 '05               39 - 40
Carmike Cinema 9 3/8 '09                   25 - 27
Conseco 9 1/2 '06                          61 - 63
Fruit of the Loom 6 1/2 '03                42 - 45(f)
Federal Mogul 7 1/2 '04                    17 - 18
Genesis Health 9 3/4 '05                   10 - 11(f)
Globalstar 11 1/4 '04                      10 - 11
Oakwood Homes 7 7/8 '04                    27 - 30
Owens Corning 7 1/2 '05                    17 - 19(f)
Revlon 8 5/8 '08                           53 - 55
Saks 7 '04                                 67 - 69
Trump Atlantic 11 1/4 '06                  60 - 62
TWA 11 3/8 '06                             27 - 29
Xerox 5 1/2 '03                            57 - 59


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

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

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

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


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

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

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

This material is copyrighted and any commercial use, resale or
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is obtained from sources believed to be reliable, but is not

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