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      T R O U B L E D   C O M P A N Y   R E P O R T E R

         Tuesday, November 30, 2004, Vol. 8, No. 263

                          Headlines

AFM HOSPITALITY: Issues 2003 Year-End Results & Cures Default
AMERICAN WOOD: Wants to Employ Allred Bacon as Bankruptcy Counsel
AMERICAN WOOD: Wants More Time to File Schedules & Statements
AMPLIDYNE INC: Sept. 30 Balance Sheet Upside-Down by $1.17 Million
ANDROSCOGGIN ENERGY: Case Summary & 20 Largest Unsecured Creditors

ARGUS CORP: Sept. 30 Balance Sheet Upside-Down by $44 Million
ATA AIRLINES: Securities Trading Halted Due to Chapter 11 Filing
AXTIVE CORP: Sept. 30 Balance Sheet Upside-Down by $620,250
BALLY TOTAL: Names M.D. Bassewitz as Senior VP & General Counsel
BOMBARDIER INC: Comments on Moody's Rating Downgrade

BROKERS INCORPORATED: Files Plan of Liquidation
BROKERS INCORPORATED: Needs Access to Lenders' Cash Collateral
BROKERS INCORPORATED: Wants Wyatt Early as Special Counsel
BROWN JORDAN: Talking to Bank Lenders about Possible Default
BSD SOFTWARE: Posts $3.4 Million Annual Working Capital Deficiency

CALPINE CORP: M. Roth & B. Stark Disclose 5.2% Equity Stake
CATHOLIC CHURCH: Tucson Can Maintain Existing Bank Accounts
CATHOLIC CHURCH: Tucson Settles 5 Plaintiffs' Tort Claims
COHOES FASHIONS: Files for Bankruptcy & Begins Liquidation Process
CORAM HEALTHCARE: Creditors Appeal Use of Federal Judgment Rate

COVANTA ENERGY: Asks Court to Enter Final Decree Closing 22 Cases
DAVCRANE INC: Section 341(a) Meeting Slated for December 14
DIGITAL LIGHTWAVE: Chisholm Resigns as Audit Committee Chairman
DII/KBR: Bankruptcy Court Approves Global Risk Settlement Pact
DII/KBR: Judge Fitzgerald Approves Partitioning Agreement

DUNES PLAZA: Asks Court to Dismiss Chapter 11 Cases
DYKESWILL LTD: Wants to Employ MSR LLP as Accountant
ENRON: Inks Stipulation Reducing Dovebid Surety Bond to $350,000
ENRON CORP: SEC Suspends Ex-Enron Accountant Wesley H. Colwell
FEDERAL-MOGUL: Wants to Sell PM Biz to Sinterstahl for $8 Million

FINOVA: Teltronics Asks Court to Reverse Stock Transfer
HI-RISE: Has Until Dec. 14 to Make Lease-Related Decisions
HI-RISE RECYCLING: U.S. Trustee Picks 4-Member Creditors Committee
HOLLINGER: Selling Palestine Post Interests to Mirkaei for $13.2M
IDEAL ACCENTS: Sept. 30 Balance Sheet Upside-Down by $3.4 Million

INTEGRATED HEALTH: Court Orders Rotech to Pay McKesson's Claims
INTERSTATE BAKERIES: Court Approves Deloitte's Employment
INTERSTATE BAKERIES: Hires Ernst & Young as Tax Advisors
LIONEL: Look for Bankruptcy Schedules by December 30
NATIONAL CENTURY: Meridian Wants to Turn Back on Claims

NATIONAL CONSTRUCTION: Selling Subsidiary Shares to Amacon
NATIONAL ENERGY: Inks Pact to Settle ANR & Tennessee Gas Claims
NATIONWIDE SECURITIES: SIPA Claims Must be Filed by February 16
NEW WORLD: Registers 957,872 Common Shares with SEC
NEWAVE INC: Inks New Partnership Agreement with Andale

NEWPOWER HOLDINGS: Court Sets Dec. 17 to Hear Underwriters' Claims
NY WATERWAY: Plans to File for Bankruptcy & Sell its Assets
OAK TENNESSEE INC: Voluntary Chapter 11 Case Summary
PARMALAT USA: Wants Exclusive Filing Period Extended to Jan. 22
RCN CORP: Says Merrill Lynch is not Entitled to Payment of Claims

REUNION INDUSTRIES: Annual Stockholders' Meeting Set for Dec. 15
SITHE/INDEPENDENCE: Solicits Waivers to Avoid Default
SOLUTIA INC: Wants to Amend AspenTech Software License
STELCO INC: Receives Amended Proposal from GMP Securities
STELCO INC: Ontario Court Extends Stay Period Until Feb. 11

SUBURBAN DODGE-ISUZU-SUZUKI: Creditors Meeting Slated for Dec. 22
SUN HEALTHCARE: Bruce Vladeck Leaves Post as Director
THERMADYNE HOLDINGS: Amends Senior Credit Facility
TOTAL IDENTITY: Plans to Reduce More Plants to Increase Profits
TOWER AUTOMOTIVE: Tommy Pitser Retires as Vice President

TRANS ENERGY: Completes Pact to Purchase 229 Wells from TETCO
TRAVIS BOATS: Inks Merger Agreement with Tracker Marine
TRUMP HOTELS: Gets Interim OK to Pay Undisputed Unimpaired Claims
TRUMP HOTELS: Wants to Fix Jan. 3 as General Bar Date
TRUMP HOTELS: Asks Court to Appoint Trumbull as Claims Agent

TXU CORP: Closes $3.5 Billion Debt Issuance via Private Placement
UAL CORP: Bankruptcy Court Blocks Creditors from Seizing 14 Planes
UAL CORP: Objects to U.S. Bank's Move to Compel Lease Payments
UAL CORP: Court Permits Paul Hastings' Withdrawal as Labor Counsel
UNIFIED HOUSING: U.S. Trustee Fails to Form Creditors Committee

UNIFIED HOUSING: Gets Final Okay to Use Cash Collateral
US AIRWAYS: Retiree Committee Wants to Tap Thelen Reid as Counsel
US AIRWAYS: 1244 Dearborn Wants Decision on Accommodation Lease
VARTEC TELECOM: Will Sell European Shares for $6.5 Mil.
VISUAL DATA: Annual Shareholders Meeting Slated for Dec. 15

WOMEN FIRST: Has Exclusive Right to File Plan Until Dec. 27
WORLDCOM INC: MCI Directors Acquire 6,408.637 Common Stocks Shares

* Large Companies with Insolvent Balance Sheets

                          *********

AFM HOSPITALITY: Issues 2003 Year-End Results & Cures Default
-------------------------------------------------------------
AFM Hospitality Corporation (TSX:AFM) released its consolidated
financial statements along with its Management Discussion and
Analysis for 2003.  

Previously, AFM did not file its annual statements by the
appropriate deadlines; and, as a result, the relevant securities
commissions imposed Issuer Cease Trade Orders.  With the release
of 2003 financial statements and its interim statements for 2004,
AFM Hospitality intends to satisfy the provisions of the
securities commissions and cure its default of the financial
statement reporting requirement.  With the change of CFO's during
2004 and the departure of an interim CFO, AFM's management and its
board of directors, believed that it was prudent to invest
additional time to review AFM's books, records, and related
disclosures in accordance with company guidelines and the new
disclosure standards as AFM completed several complex transactions
during 2003.  While reporting a sizeable loss for 2003, AFM is
pleased that it received a clean opinion letter from its outside
auditors and it has not been necessary to report any restatement
of any periods prior to 2003.  Additionally, AFM expects to report
a significant turn around for 2004 compared to 2003.

AFM has reported in its annual MDA that the significant world
events had a large negative impact on many of AFM's customers
during the prior 36 months.  

The well-publicized impacts on the hospitality and travel
industries included:

   -- the overall long-term effects of the September 11, 2001
      disaster;

   -- the ensuing terrorism fears;

   -- the Iraq War and travelers' concerns relating to Severe
      Acute Respiratory Syndrome -- SARS.

AFM's 2003 fee income declined from 2002 to 2003 as its customers'
room rates and occupancies suffered from the global turmoil
affecting travelers in both Canada and the United States.  Despite
these factors, AFM realized growth in franchise and management
contracts in large part due to the acquisition of the Trigild
International management and receivership business in the United
States and an increase in asset management assignments throughout
2003.  This growth helped offset the reduction in fees from the
individual franchisees and management contracts.

AFM reports in its MDA that its operating results were impacted in
2003 for various reasons, including:

   -- poor economic conditions caused by a series of negative
      world events in both the United States and Canada;

   -- not completing several anticipated new acquisitions and
      expensing the related acquisition costs and increased
      infrastructure spending incurred in anticipation of
      completion of these transactions;

   -- declines in rooms revenues of existing franchisees in Canada
      impacted by world events, especially SARS, resulting in a
      decline of franchise fees received; and

   -- declines in management fee revenue combined with write-downs
      of management fee receivables related to several hotel
      insolvencies in the United States and Canada.

While AFM began 2003 with good liquidity, a severe liquidity
shortage and working capital deficit developed by mid 2003.  AFM
has taken a number of actions to resolve this deficit in 2004.  
AFM reduced its executive team, consolidated its sales and
marketing areas, and curtailed development and acquisition
activities.  Beginning in late 2003, AFM implemented major
staffing and cost reductions in excess of $2 million across all
areas and deferred or stopped completion of planned expansion
activities or acquisitions.  In 2003, AFM completed the following
actions in order to focus the Company on its most profitable
enterprises and on those business units with recovery expected
over the shortest period of time.  Some of these actions included:

   -- Within AFM's Management Division, AFM:

      * reorganized Northwest Lodging International (USA) and
        Northwest Lodging International (Canada) into one company
        and eliminated several management positions; and

      * unwound the RTM Management acquisition and terminated or
        resigned from 16 unprofitable management contracts;

   -- Within AFM's Franchise Division, AFM:

      * reduced annual expenses by an estimated $1 million in
        salaries and $500,000 in operating expenses;

      * relocated its corporate headquarters from downtown Toronto
        to the airport with expected annual savings in excess of
        $200,000 per year;

      * consolidated its Vancouver BC offices into its Seattle WA
        offices with expected annual savings of $260,000; and

      * reduced Corporate HR and admin functions with anticipated
        annual savings of $300,000 in 2004 vs. 2003.

   -- AFM's Interim Asset Management Division, AFM:

      * acquired Trigild International with two related companies,
        which created an increase in revenues of US $3 million;

      * finished 2003 with 142 engagements for 26 of the largest
        100 US financial institutions;

      * expanded its services into 22 states and provinces
        including receivership, asset management, and operational
        audits relating to hotels, restaurants,  convenience and
        gas stations, multi-family apartments, and a shoe
        manufacturer; and

      * hired a COO to direct the growth of the restaurant       
        related engagements; and

   -- AFM reduced the size of its Board with the resignations of
      Mahesh Hathiramani and Richard Davis to eight directors.

To address a growing and severe liquidity problem and a large
working capital deficit, AFM completed these actions in 2003 and
has continued to work on these into 2004:

   -- negotiated payment plans for approximately $1.5 million of
      payables to its outside professional services providers and
      others;

   -- implemented changes in cash management, account receivable
      collection and other internal controls to enable it to
      manage its available cash resources more closely;

   -- through two of its subsidiaries, completed outside several
      lines of credit using collateral and personal guarantees
      from AFM's CEO and another director/shareholder;

   -- obtained the deferral of interest payments due to
      I.F.Propco, a lender controlled by a shareholder, and its
      continued deferment on interest payments due for 2003 and
      concurrently began to seek replacement financing for the
      remaining $3 million of debt and approximately $750,000 of
      accrued and unpaid interest;

   -- established provisions for approximately $7.9 million
      in anticipated bad debts, charges related to asset
      impairment and legal expenses related to the unwind of
      certain acquisitions and closure of other underperforming
      business segments.

In March, 2004, AFM completed new financing through two US
subsidiaries, Northwest Lodging International (USA) Inc. and AFM
Asset Management Services Inc totaling $1,372,325 (US$1,050,000)
from a pool of private lenders.  In order to secure the financing,
the lenders have required that AFM's CEO and another
director/shareholder provide personal guarantees and collateral
outside AFM.  Neither director/shareholder is receiving any
compensation or remuneration for providing the guarantees and
collateral.

In March 2004, AFM announced that it had entered into an agreement
to acquire the assets of Boutique Hotels & Resorts International.  
The transaction was completed on November 15, 2004.  Boutique is a
membership alliance, which provides independent hotel and resort
properties with a distinctive upscale international brand
identity, a state of the art reservations system, innovative
marketing, worldwide sales and other services that are usually
available through large international hotel chains only.  Under
the terms of the purchase, in exchange for all the assets of
Boutique Hotels & Resorts International(R) and the related
intellectual property from First Capital Hospitality Financial
Group, the sellers have received cash, notes and other
consideration of approximately CDN $2.5 million as well as the
right to an earn-out participation in the success of the related
business over the next seven years.

Concurrent with this acquisition AFM closed on a financing package
with a private Canadian and American lending group to provide USD
$450,000 of acquisition financing, working capital, and capital to
cover related transaction costs.  The financing provides for terms
with a twenty-four month maturity, deferred interest and the right
to participate in operating profits of the acquired business for
the first twenty four months.

According to Lawrence P. Horwitz, AFM Chairman and CEO, "We are
pleased with restructuring actions we implemented in 2003, the
focus on our core strengths and businesses as seen in the very
positive results to date in 2004, and with the continued
commitment of our customers, our employees, our vendors, and our
Board to the continued growth of AFM in 2004."

               About AFM Hospitality Corporation

AFM Hospitality Corporation operates or has open and executed
franchise and management agreements with 300 hotels, restaurants
and other nationally franchised service businesses throughout
North America.  The company's focus is to increase the number of
hotels franchised by the respective brands, franchise new brands,
build the portfolio of hotel management agreements, provide
valuable resources and hospitality experience to help hotel owners
grow their business, and to acquire other hospitality and travel
businesses.  AFM Hospitality Corporation is a publicly traded
company listed on the Toronto Stock Exchange (TSX: AFM) and may be
reached at http://www.afmcorp.com/


AMERICAN WOOD: Wants to Employ Allred Bacon as Bankruptcy Counsel
-----------------------------------------------------------------
American Wood Preservers Institute, Inc., asks the U.S. Bankruptcy
Court for the Eastern District of Virginia, Alexandria Division,
for permission to retain Allred Bacon Halfhill & Young as its
counsel.

Allred Bacon will provide the Debtor with all services required in
its bankruptcy proceeding, including, giving legal advice with
respect to the Debtor's powers and duties as debtor-in-possession.

James T. Bacon, Esq., will be the lead attorney in this case.  Mr.
Bacon will charge American Wood for his professional services at
$275 per hour.

To the best of the Debtor's knowledge, Allred Bacon is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Reston, Virginia, American Wood Preservers
Institute, Inc., filed for chapter 11 protection on Nov. 10, 2004
(Bankr. E.D. Va. Case No. 04-14669).  When the Company filed for
protection from its creditors, it listed more than $50,000 in
estimated assets and more than $100 million in estimated debts.


AMERICAN WOOD: Wants More Time to File Schedules & Statements
-------------------------------------------------------------
American Wood Preservers, Inc., asks the U.S. Bankruptcy Court for
the Eastern District of Virginia, Alexandria Division, for an
extension until Dec. 10, 2004, to file its Schedules of Assets and
Liabilities and Statements of Financial Affairs pursuant to
Section 521 of the Bankruptcy Code.

The Debtor needs more time to get all the necessary information to
accurately prepare its Schedules and Statements.  American Wood
assures the Court that the U.S. Trustee, creditors and other
parties-in-interest will not be prejudiced by an extension.

Headquartered in Reston, Virginia, American Wood Preservers  
Institute, Inc., filed for chapter 11 protection on Nov. 10, 2004
(Bankr. E.D. Va. Case No. 04-14669).  James Thomas Bacon, Esq., at
Allred, Bacon, Halfhill & Young, represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed more than $50,000 in estimated assets and
more than $100 million in estimated debts.


AMPLIDYNE INC: Sept. 30 Balance Sheet Upside-Down by $1.17 Million
------------------------------------------------------------------
Amplidyne, Inc., delivered to the Securities and Exchange
Commission its financial statements for the quarterly period ended
Sept. 30, 2004.

The Company posted a $241,475 net loss on $114,899 of net sales
for the three-month period.  At Sept. 31, the Company's balance
sheet showed:

         Total Current Assets           $347,499
         Total Assets                    354,575
         Total Current Liabilities     1,505,160
         Total Liabilities             1,527,033
         Total Stockholders' Deficit  $1,172,458

A full-text copy of Amplidyne, Inc.'s financial statements for the
quarterly period ended Sept. 30, 2004 is available at no charge
at:
   
http://www.sec.gov/Archives/edgar/data/1016151/000114420404020038/v09151_10qsb.txt  

                        About the Company  

Amplidyne, Inc., designs and sells multicarrier transmit
amplifiers and low noise receive amplifiers for the cellular
communications market, as well as the PCS, wireless local loop and
special mobile radio (SMR) segments of the wireless communications
industry.  Amplidyne also provides a large number of catalog and
custom amplifiers to OEMs and to other customers in the
communications market in general.


ANDROSCOGGIN ENERGY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Androscoggin Energy LLC
        2 Atlantic Avenue, 3rd Floor
        Boston, Massachusetts 02110

Bankruptcy Case No.: 04-12221

Type of Business: The Debtor owns, operates, and maintains a
                  150-megawatt, natural gas-fired cogeneration
                  facility in Jay, Maine.

Chapter 11 Petition Date: November 26, 2004

Court: District of Maine (Bangor)

Debtor's Counsel: Michael A. Fagone, Esq.
                  Bernstein, Shur, Sawyer & Nelson
                  P.O. Box 9729
                  Portland, ME 04104-5029
                  Tel: 207-774-1200

Total Assets: $207,000,000

Total Debts:  $157,000,000

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Duke Energy Marketing Ltd.    Trade Debt              $1,762,745
Partnership
2700, 700 9th Ave. S.W.
Calgary, AB T2P 3V4
Canada

Siemens Westinghouse          Trade Debt              $1,376,783
Dept. CH10169
Palatine, IL 60055

Teledyne Monitor Labs         Trade Debt                 $52,986
12497 Collections Center Dr.
Chicago, IL 60693

TDC Filter Manufacturing      Trade Debt                 $22,833

Central Maine Power           Utilities                  $19,656

Cianbro Corporation           Trade Debt                 $18,563

Chadbourne & Parke            Legal Services             $16,865

PA Consulting Group           Consulting Services        $11,542

A&G Industrial Services Inc.  Trade Debt                  $7,500

GAC Chemical                  Trade Debt                  $7,359

Advantage Gas & Tools         Trade Debt                  $6,207

William F. Porter, Inc.       Trade Debt                  $5,500

AC Electric Corporation       Trade Debt                  $4,805

Datastream Systems            Trade Debt                  $2,989

C&C Insulation Inc.           Trade Debt                  $2,895

Schiff Hardin & Waite         Legal Services              $2,638

Davis Wright Tremaine         Legal Services              $1,584

Safety Kleen Corporation      Trade Debt                  $1,308

Unifirst Corporation          Trade Debt                  $1,014

Kennebec Supply/Div. of F.W.  Trade Debt                  $1,013
Webb


ARGUS CORP: Sept. 30 Balance Sheet Upside-Down by $44 Million
-------------------------------------------------------------
Argus Corporation Limited (TSX:AR.PR.A)(TSX:AR.PR.D)(TSX:AR.PR.B)
wants to keep the public informed of its financial activities
despite its present inability to produce financial statements
consolidated with those of Hollinger, Inc.  It previously released
financial statements that are not consolidated with those of
Hollinger for the first two Quarters of 2004 on the basis of
alternative financial reporting.

Hollinger has been unable to file its audited financial statements
for 2003 and subsequent quarters in 2004 as Hollinger
International has not prepared its 2003 audited statements.

Argus indirectly owns 21,596,387 Retractable Common Shares of
Hollinger with a market value at the close of trading on
November 12, 2004, on the Toronto Stock Exchange of Cdn. $6.00 per
share or an aggregate of Cdn. $129,578,320.

The amount of its shareholdings is subject to the minority
interest of The Ravelston Corporation Limited, the parent of
Argus.  11,862,342 of the Shares, being approximately fifty-five
percent of the Shares, are owned by a subsidiary of Argus in which
Ravelston has a significant minority interest.

Argus had CDN$288,433 cash as of the close of business on
November 12, 2004.

It is contemplated that Argus will need to obtain additional funds
in order to continue to pay dividends on its Class A and Class B
Preference Shares on an uninterrupted basis, including those that
are due to be paid on February 1, 2005.  Argus intends to make
efforts to ensure the payments.

Based on the company's alternative financial reporting, as of
September 30, 2004, Argus has a $44,034,263 stockholders' deficit
compared to $6,522,159 positive equity at Dec. 31, 2003.

                Proposed Hollinger Privatization

On October 28, 2004, Hollinger announced a proposal by Ravelston
for a going private transaction involving Hollinger.  The proposed
transaction would be structured as a share consolidation and
retirement of its shares held by parties other than by Argus and
Ravelston directly and indirectly.

The consideration to be paid to shareholders has not yet been
determined and, once proposed by Ravelston, is to be reviewed by a
committee of independent directors of Hollinger, which will retain
independent legal and financial advisors to assist it in that
review.

Argus will review and consider the sufficiency of the terms of the
proposal when they are announced.  It is presently contemplated
that the transaction would result in Argus holding a greater
percentage of the Shares of Hollinger but that Hollinger would
then be a private company without the public company liquidity
that currently exists.

On November 12, 2004, Argus established a committee of its
independent Directors, comprised of Paul A. Carroll, Q.C. and
Donald M.J. Vale, to review that proposed transaction and make
recommendations to the Board of Directors of Argus.  The
Independent Committee will retain independent professional
advisers as it deems necessary.

The Company is a holding company and its assets consist
principally of an investment in the retractable common shares of
Hollinger Inc., a Canadian public company listed on the Toronto
Stock Exchange, a receivable from The Ravelston Corporation
Limited, the Company's parent company and cash.


ATA AIRLINES: Securities Trading Halted Due to Chapter 11 Filing
----------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Brian T. Hunt, ATA Holdings Corp.'s Vice-President and
General Counsel, discloses that the company's equity securities
ceased trading on The Nasdaq Stock Market on Nov. 5, 2004.  The
delisting was the result of ATA's filing for protection under
Chapter 11 of the Bankruptcy Code on Oct. 26, 2004.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA  
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case No. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the  
Debtors filed for protection from their creditors, they listed  
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AXTIVE CORP: Sept. 30 Balance Sheet Upside-Down by $620,250
-----------------------------------------------------------
Axtive Corporation's business strategy is focused upon making
additional acquisitions of technology companies.  To be suitable
for acquisition by Axtive, these companies must be small enough to
be affordable yet profitable.  Acquisition candidates may be few
in number and may attract offers from companies with greater
financial resources than Axtive.  Acquisitions involve numerous
risks, including:

   -- loss of key personnel of the acquired company,

   -- difficulties associated with assimilating the personnel and
      operations of the acquired company,

   -- potential disruption of Axtive's ongoing business; and

   -- the maintenance of uniform standards, controls, procedures
      and policies.

While management believes the Company's past acquisitions are
compatible with its business plan, Axtive has not experienced
success with all its past acquisitions.  The Company's acquisition
strategy has been adversely affected by the continuing need for
additional financing, which limits the Company's ability to
identify and complete acquisitions.  The Company indicates that it
can provide no assurance that it will be able to locate other
suitable acquisition targets or that it will be able to complete
additional acquisitions.  Axtive's business plan will succeed only
if the Company is able to identify, acquire and manage additional
acquisitions.  There can be no assurance that the Company will be
able to implement its business plan, and failure to effectively
implement its business plan will have a material adverse effect on
Axtive Corporation.

                      Third Quarter Results
   
Axtive Corporation has suffered recurring losses from operations
and has a $55.4 million accumulated deficit at September 30, 2004.  
Of this amount, approximately $33.5 million had accumulated
through March 31, 2001, and is attributable to the Company's
former One-on-One golf video business, which was operated under
the name Visual Edge Systems, Inc.  An additional approximately
$6.2 million reflects impairment charges and bad debts stemming
from investments and loans made prior to the Company's creation of
its current business plan.  Additional amounts totaling
approximately $900,000, $1.3 million and $607,000 reflect
impairment charges related to goodwill and intangibles recorded in
2002, 2003 and 2004, respectively, and $2.9 million loss on debt
extinguishment related to the conversion of notes and notes
warrants to common stock recorded in 2004.

At September 30, 2004, the Company had $50,000 in cash and cash
equivalents and a $6.9 million working capital deficit.  The
Company is not in compliance with certain of its performance
covenants under the terms of its debt to Merrill Lynch Business
Financial Services, Inc., and had past due amounts totaling
$423,200 related to the MLBFS debt and certain other of its
settlement notes debt.  The Company also had $404,900 in estimated
federal and state payroll tax obligations at September 30, 2004,
including $282,400 past due amounts.  The Company also has $87,100
in estimated accrual for interest and penalties, and estimated
401(k) employee withholding obligations at September 30, 2004,
including $35,100 past due amounts and $45,000 estimated excise
taxes and lost earnings for late contributions.  Axtive expects to
report a net loss for the year ending December 31, 2004, and
believes that its current cash reserves, cash flows created by
continuing fund-raising through the issuance of common stock in
2004 as part of the February 2004 offering, and cash flows
generated by its acquired companies may not be sufficient to meet
the anticipated needs of the Company's operations for the next 12
months.  The Company's inability to obtain adequate additional
funding or generate revenue sufficient to offset the operating
costs associated with executing its current business plan could
has a material adverse effect on the Company's ability to continue
as a going concern.

                        About the Company

Axtive Corporation delivers products and services that maximize
middle market enterprises' utilization of business information by
managing information across operational matrixes, increasing
process velocity and creating business intelligence.

At Sept. 30, 2004, Axtive Corporation's balance sheet showed a
$620,250 stockholders' deficit, compared to an $855,289 deficit at
Dec. 31, 2003.


BALLY TOTAL: Names M.D. Bassewitz as Senior VP & General Counsel
----------------------------------------------------------------
Bally Total Fitness (NYSE:BFT) appointed Marc D. Bassewitz to
serve as Senior Vice President and General Counsel, effective
January 1, 2005.  In his new capacity, Mr. Bassewitz will oversee
all corporate legal responsibilities, including regulatory
compliance and corporate governance.  For the past several years,
Mr. Bassewitz has served as lead outside counsel for the Company
in his position at Latham & Watkins LLP.

Mr. Bassewitz succeeds Cary A. Gaan, who will transition to the
newly created role of Senior Vice President, Special Counsel to
the President.  Mr. Gaan's primary responsibility will be to
handle special high priority projects for the CEO and the Company.  
Mr. Gaan has served as General Counsel to Bally since 1977.

"I am very pleased that Marc Bassewitz has joined our company.  
Marc's expertise and talent is a key addition to the company's
senior management team," said Paul Toback, chairman, CEO and
president, Bally Total Fitness.  "At the same time, I am also
happy that Cary Gaan has assumed the role of special counsel to
the president.  Cary brings three decades of invaluable experience
to his new role and I am grateful to have his continued advice and
counsel."

Prior to joining Bally, Mr. Bassewitz has been a partner in the
Chicago office of Latham & Watkins LLP where he specialized in
advising public companies on issues including capital markets as
well as merger and acquisition transactions.  Throughout his two
decade career at Latham & Watkins, Mr. Bassewitz has handled debt
and equity financing transactions, managed acquisition and
disposition transactions, and engaged in numerous M&A,
recapitalization and restructuring transactions on behalf of
companies and financial and strategic buyers.  Mr. Bassewitz, an
expert on corporate governance, has led the Company Representation
Group in Latham's Chicago office and regularly advised clients on
Sarbanes-Oxley and stock exchange compliance matters.  Mr.
Bassewitz received his JD from the University of Michigan and is a
member of the Illinois and New York Bars.

Bally Total Fitness is the largest and only nationwide commercial
operator of fitness centers, with approximately four million
members and 440 facilities located in 29 states, Mexico, Canada,
China, Korea and the Caribbean under the Bally Total Fitness(R),
Crunch Fitness(SM), Gorilla Sports(SM), Pinnacle Fitness(R), Bally
Sports Clubs(R) and Sports Clubs of Canada(R) brands.  With an
estimated 150 million annual visits to its clubs, Bally offers a
unique platform for distribution of a wide range of products and
services targeted to active, fitness-conscious adult consumers.
For more information, visit http://www.ballyfitness.com/

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 8, 2004,
Moody's Investors Service placed the ratings of Bally Total
Fitness Holding Corporation on review for possible downgrade
following Bally's announcement that the trustee under its senior
and subordinated note indentures informed the company that it will
send default notices to the company unless Bally commences consent
solicitations by November 15, 2004, and has either cured the
defaults or obtained the necessary waivers from the holders of a
majority of each series of notes by December 15, 2004.  The
trustee has advised the company that it would begin notifying
noteholders of default in accordance with the indentures.  Moody's
is concerned that an event of default under the indentures may be
triggered if Bally is unable to obtain the necessary waivers or
cure the default.

Moody's placed these ratings on review for possible downgrade:

   * $175 million Senior Secured Term Loan B Facility, due 2009,
     rated B2;

   * $100 million Senior Secured Revolving Credit Facility, due
     2008, rated B2;

   * $235 million 10.5% Senior Unsecured Notes, due 2011,
     rated B3;

   * $300 million 9.875% Senior Subordinated Notes, due 2007,
     rated Caa2;

   * Senior Implied, rated B3;

   * Senior Unsecured Issuer, rated Caa1.

As reported in the Troubled Company Reporter on Nov. 17, 2004,
Bally Total Fitness Holding Corporation (NYSE: BFT) commenced the
solicitation of consents to waivers of defaults from holders of
its 10-1/2% Senior Notes due 2011 and 9-7/8% Senior Subordinated
Notes due 2007 under the indentures governing the notes.  

As reported in the Troubled Company Reporter on Nov. 5, 2004,
Standard & Poor's Ratings Services lowered its ratings on Chicago,
Illinois-based Bally Total Fitness Holding Corp., including its
corporate credit rating to 'CCC+' from 'B'.

In addition, Standard & Poor's revised the CreditWatch
implications to developing from negative.  The fitness club
operator's total debt outstanding at March 31, 2004, was
$731.8 million.


BOMBARDIER INC: Comments on Moody's Rating Downgrade
----------------------------------------------------
Bombardier, Inc. (TSX:BBD) said it is disappointed with Moody's
decision to downgrade the Corporation's debt ratings, even though
the decision should have no significant impact on its operations.

"While we take Moody's announcement very seriously, we still
believe we have the right plan in place to achieve our objectives,
and with $4.9 billion of liquidity at the end of October, we have
the resources to address the situation," said Paul M. Tellier,
President and Chief Executive Officer.  "We have renewed and
increased our bank facilities, confirming the Company's continued
access to credit capacity."

As reported in the Troubled Company Reporter on Nov. 15, 2004,
Moody's Investors Service downgraded the senior unsecured debt
ratings of Bombardier, Inc., and its wholly owned captive finance
subsidiary, Bombardier Capital, Inc., to Ba2 from Baa3.  A SGL-2
Speculative Grade Liquidity Rating and a Senior Implied Ratings
were assigned to the company.  The rating outlook is negative.

The downgrades reflect Moody's expectation of continued weak
levels of cash flow generation relative to indebtedness as a
result of ongoing poor operating performance and financial returns
in the company's aerospace unit as well as the potential need for
further reduction of regional jet production capacity if deferrals
or cancellations of regional jet orders were to occur.  The
downgrades also consider the slow pace of recovery in the
company's rail systems unit, and the potential for demands on cash
flow due to pension funding requirements and/or a more difficult
than anticipated economic and competitive environment in the
company's primary markets.  Moody's notes that special charges,
losses and deficit free cash flow have eroded the company's equity
base and balance sheet strength over the past several years, and
that the company has responded by restructuring its core
businesses, issuing new equity and monetizing assets, including
its recreational products division and portions of the receivable
portfolio at Bombardier Capital.  The rating acknowledges the
actions the company has taken to strengthen its liquidity profile,
its current substantial balance sheet liquidity and unused lines
of credit, the continued orderly liquidation of assets at
Bombardier Capital, the return of the transportation unit to
profitability and the strength of the business jet and turboprop
segments of the company's aerospace segment.

According to Mr. Tellier, Bombardier continues to work diligently
to improve its profitability and cash generation.  It has already
taken measures to proactively manage risks.  Aerospace has dealt
with its aircraft delivery schedule and production rates to
mitigate the negative impact of some regional aircraft customers'
challenges. New orders from Air Canada, Air Nostrum and Air New
Zealand, as well as an agreement with GECAS to take delivery of 16
aircraft from US Airways' backlog will also counterbalance this
effect.

Bombardier expects to deliver a similar number of aircraft this
year as last year.  A stronger business jet market will help meet
the challenges in the regional aircraft business.

Bombardier's transportation group returned to profitability in the
second quarter and is expected to continue to be profitable.
Footprint rationalization, production improvement initiatives and
procurement process improvements have been put in place.

Bombardier Capital will continue to be active in inventory
financing and to generate profits while the wind-down of
portfolios moves forward as planned.

"We remain a market leader in both aerospace and rail
transportation equipment with complete lines of products that are
innovative, are on the cutting edge and address our customers'
needs," Mr. Tellier continued.

"We have good liquidity and the restructuring program is on track.
We are focused on our plan and we will attain our objectives,
which now include a return to investment grade," concluded Mr.
Tellier.

Bombardier, Inc., a global corporation headquartered in Canada,
manufactures innovative transportation solutions, from regional
aircraft and business jets to rail transportation equipment.  Its
revenues for the fiscal year ended Jan. 31, 2004 were
$15.5 billion US and its shares are traded on the Toronto,
Brussels and Frankfurt stock exchanges (BBD, BOM and BBDd.F).  
News and information are available at http://ww.bombardier.com/


BROKERS INCORPORATED: Files Plan of Liquidation
-----------------------------------------------
Brokers, Incorporated filed its Plan of Liquidation with the U.S.
Bankruptcy Court for the Middle District of North Carolina,
Winston-Salem Division on Nov. 24, 2004.  A full-text copy of the
Disclosure Statement explaining the Plan is available for a fee
at:

   http://www.researcharchives.com/download?id=040812020022

The Plan allows for the orderly liquidation of all of the Debtor's
assets.  A Liquidation Fund will be established from which
payments to creditors and equity holders will be made.

The Plan provides, among other things, that:

     * administrative claims will receive payment on a pro      
       rata basis with all other allowed costs from the      
       Liquidation Fund;

     * allowed priority claims will receive payment from
       the Liquidation Fund only after the administrative claims
       are fully paid;

     * security deposit claim holders will be paid as funds
       become available after payment to the administrative and
       allowed priority claims are paid in full;

     * governmental tax claims will be paid on a pro rata
       basis from the Liquidation Fund after payment or escrow
       in full of the administrative, allowed priority claims
       and security deposit claims;

     * secured claims of Branch Banking & Trust, Central
       Carolina Bank and the Bank of North Carolina will be paid
       from rents and sale proceeds of the leased properties;

     * the disputed claim of Carlton Eugene Anderson will
       be determined in the outcome of the Consolidated Case;

     * general unsecured creditors will be paid from the
       Liquidation Fund on a pro rata basis after full payment
       of all of the preceding claims; and

     * equity security holders will retain their interests and are
       entitled to pro rata distributions from the Liquidation
       Fund after all other claims are paid in full.

Headquartered in Thomasville, North Carolina, Brokers,
Incorporated is a real estate holding, management and development
firm.  The Company filed for chapter 11 protection on Nov. 22,
2004 (Bankr. M.D. N.C. Case No. 04-53451).  Christine L. Myatt,
Esq., at Nexsen Pruet Adams Kleemeier, PLLC, represents the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed more than $20 million in
assets and more than $1 million in debts.


BROKERS INCORPORATED: Needs Access to Lenders' Cash Collateral
--------------------------------------------------------------
Brokers, Incorporated, asks the U.S. Bankruptcy Court for the
Middle District of North Carolina, Winston-Salem Division, for
authority to use cash collateral securing Branch Banking & Trust,
Central Carolina Bank and the Bank of North Carolina's claims for
$5.5 million.  These obligations are secured by rents on various
real properties.

The Debtor wants to use the cash collateral to maintain, preserve
and protect its assets.  The Debtor is in the process of
formulating an accurate operating budget and proposes to use the
cash collateral through Feb. 22, 2005.

Brokers, Incorporated, informs the Court that the Lenders'
interests are adequately protected because the Debtor's monthly
payments total $35,000 while net revenues reach around $55,000.

Headquartered in Thomasville, North Carolina, Brokers,
Incorporated, is a real estate holding, management and development
firm.  The Company filed for chapter 11 protection on Nov. 22,
2004 (Bankr. M.D. N.C. Case No. 04-53451).  Christine L. Myatt,
Esq., at Nexsen Pruet Adams Kleemeier, PLLC, represents the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed more than $20 million in
assets and more than $1 million in debts.


BROKERS INCORPORATED: Wants Wyatt Early as Special Counsel
----------------------------------------------------------
Brokers, Incorporated, seeks permission from the U.S. Bankruptcy
Court for the Middle District of North Carolina, Winston-Salem
Division, to continue hiring Wyatt Early Harris Wheeler LLP as its
special counsel.

Prior to Brokers' bankruptcy filing, William E. Wheeler, Esq., at
Wyatt Early Harris Wheeler LLP, represented the Debtor in a
procedurally complex litigation involving Anderson and Hodge,
discovery requests for admission and consolidation.  Thus, Mr.
Wheeler is intimate with the factual and procedural posture of the
Consolidation Case.

The Debtor wants to continue hiring Mr. Wheeler to represent it in
all aspects of the Consolidation Case.

Mr. Wheeler will be paid for his services at his current hourly
rate of $300.

To the best of the Debtor's knowledge, neither Mr. Wheeler nor his
Firm holds any interest materially adverse to the Debtor or its
estate.

Headquartered in Thomasville, North Carolina, Brokers,
Incorporated, is a real estate holding, management and development
firm.  The Company filed for chapter 11 protection on Nov. 22,
2004 (Bankr. M.D. N.C. Case No. 04-53451).  Christine L. Myatt,
Esq., at Nexsen Pruet Adams Kleemeier, PLLC, represents the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed more than $20 million in
assets and more than $1 million in debts.


BROWN JORDAN: Talking to Bank Lenders about Possible Default
------------------------------------------------------------
Chief Accounting Officer Vincent A. Tortorici, Jr., reports that
Brown Jordan International, Inc., may be unable to fund:

   -- a $3.6 million payment that will be due and payable on
      December 31, 2004, under its $135.0 million Senior Secured
      Notes due May 1, 2007, and

   -- a $6.7 million payment that will be due and payable on
      February 15, 2005, to the holders of its 12-3/4% Senior
      Subordinated Notes due 2007.

"The Company at present has extremely limited availability under
its $90.0 million asset based revolving credit facility," Mr.
Tortorici says.  That revolving credit facility, provided by:

    * GMAC COMMERCIAL FINANCE LLC, as a Lender, as  
      Swingline Lender and as Agent;  

    * MERRILL LYNCH CAPITAL, a division of Merrill  
      Lynch Business Financial Services, Inc., as a  
      Lender; and  

    * BANK OF AMERICA, N.A., as a Lender,  

provides the company with access to working capital based on a
percentage of eligible accounts receivable and inventories.  

"If the Company's financial performance does not improve, or if
the Revolver is not amended, the Company believes that it will
fall out of compliance with certain financial covenants under the
Revolver by the end of the fourth quarter," Mr. Tortorici
indicates, adding that "management has commenced negotiations with
its lenders to seek a modification of the borrowing base and to
waive or ease certain financial covenants to attempt to avoid a
default under the Revolver."

Brown Jordan promised its Lenders that it would maintain a Fixed
Charge Coverage Ratio of at least 1.0 to 1.0 at Dec. 31, 2004, in
an amendment to the credit agreement executed on Sept. 13, 2004.

                 About Brown Jordan International  

Brown Jordan International, Inc., designs, manufactures and
markets retail and contract furnishings under the brand names
Brown Jordan, Tommy Bahama, Pompeii, Winston, Vineyard, Molla,
Tradewinds, Stuart Clark, Winston Woods, Casual Living, Southern
Wood Products, Loewenstein, Charter, Lodging by Charter,
Woodsmiths, Wabash Valley, Texacraft, and Tropic Craft.  Brown
Jordan International's corporate office is located in Pompano
Beach, Florida, with offices and manufacturing facilities located
both domestically and internationally.  

Brown Jordan International, Inc., is an affiliate of Trivest
Partners, L.P., -- http://www.trivest.com/-- a private investment  
firm, which is a leading provider of equity for middle market
corporate acquisitions, recapitalizations and growth capital
financings.  Since its founding in 1981, Trivest has sponsored
more than 115 acquisitions and recapitalizations, totaling
approximately $2.0 billion in value.  Trivest recently closed its
third institutional investment fund, Trivest Fund III, L.P., with
$316.1 million in total commitments.  

Brown Jordan's June 30, 2004, balance sheet shows $275 million in
assets and $325 million in total liabilities.


BSD SOFTWARE: Posts $3.4 Million Annual Working Capital Deficiency
------------------------------------------------------------------
BSD Software, Inc., operates as a holding company for the purposes
of investing in Triton Global Communications, Inc., which is a
provider of billings, clearing house and information management
services to the telecommunications industry.

The Company's financial facts is presented in a going concern
basis assuming that the Company will continue in operation for the
foreseeable future and be able to realize its assets and discharge
its liabilities and commitments in the normal course of business.

The Company has experienced operating losses of $4,859,729 for the
year ended July 31, 2003, but has only $44,549 net income for the
year ended July 31, 2004.  The Company has an annual working
capital deficiency of $3,364,661 as of July 31, 2004, compared to
$4,397,441 in July 31, 2003.  These factors raise substantial
doubt about the Company's ability to continue as a going concern.

The Company's ability to continue as a going concern is dependent
on management's ability to raise additional financing and restore
profitable operations.  During the year ended July 31, 2004,
management continued to take actions to reduce operating losses
and is in the process of securing additional financing.  There is
no assurance that additional financing will be obtained.

On December 9, 2003, the Company signed a Letter of Intent to
merge with NeoMedia Technologies, Inc.  Pursuant to the Letter of
Intent, it is anticipated that each shareholder of the Company
would receive one share of Neomedia's common stock for each share
of the Company's common stock held, up to a total of 40 million
shares.  However, the Letter of Intent states that the final
exchange rate for the shares will be determined within ten
business days of the date of the approval of the merger.  The
transaction is subject to the parties entering into definitive
agreements, shareholder approval and other conditions.  At the
present time there have been no financial transactions between the
companies.  There is no assurance that the merger will be
completed.

The Company's ability to continue as a going concern and to
realize the carrying value of its assets and discharge its
liabilities when due is dependent on the successful completion of
the actions taken or planned, which management believes will
mitigate the adverse conditions and events which raise doubt about
the validity of the "going concern" assumption used in preparing
financial statements.  There is no certainty that these and other
strategies will be sufficient to permit the Company to continue
beyond July 31, 2005.


CALPINE CORP: M. Roth & B. Stark Disclose 5.2% Equity Stake
-----------------------------------------------------------
Michael A. Roth and Brian J. Stark, as joint filers, report they
beneficially own 22,929,224 shares of the common stock of Calpine
Corporation.  The holding represents 5.2% of Calpine's outstanding
common stock.  The joint filers share voting and dispositive
powers over the stock.

The 22,929,224 shares of Calpine common stock are held by Shepherd
Investments International, Ltd., Shepherd Trading Limited, Reliant
Trading and Stark International.  Messrs. Roth and Stark direct
the management of Stark Offshore Management, LLC, which acts as
the investment manager and has sole power to direct the management
of Shepherd and Shepherd Trading and Stark Onshore Management,
LLC, which acts as managing general partner and has sole power to
direct the management of Reliant and Stark.  As the Managing
Members of Stark Offshore and Stark Onshore, Messrs. Roth and
Stark possess sole voting and dispositive power over all of the
shares.  Therefore, for the purposes of Rule 13d-3 under the
Exchange Act, Messrs. Roth and Stark may be deemed to be the
beneficial owners of, but disclaim that beneficial ownership of,
the shares.

                        About the Company

Calpine Corporation -- http://www.calpine.com/-- celebrating its  
20th year in power, is a North American power company dedicated to
providing electric power to customers from clean, efficient,
natural gas-fired and geothermal power plants.  The company
generates power at plants it owns or leases in 21 states in the
United States, three provinces in Canada and in the United
Kingdom.  The company, founded in 1984, is listed on the S&P 500
and was named FORTUNE's 2004 Most Admired Energy Company.  Calpine
is publicly traded on the New York Stock Exchange under the symbol
CPN.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 13, 2004,
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
Calpine Corp.'s (B/Negative/--) $736 million unsecured convertible
notes due 2014.  The rating on the notes is the same as Calpine's
existing unsecured debt and two notches lower than the corporate
credit rating.  The outlook is negative.

As reported in the Troubled Company Reporter on Oct. 25, 2004,
Fitch Ratings has withdrawn the 'CCC' rating and Stable Rating
Outlook for Calpine Corp.'s 5.75% High Tides I and 5.50% High
Tides II trust preferred securities.  The rating withdrawal
reflects the full redemption of these securities.


CATHOLIC CHURCH: Tucson Can Maintain Existing Bank Accounts
-----------------------------------------------------------
The Roman Catholic Church of the Diocese of Tucson maintained one
operating account and one payroll account at Bank One, N.A., and
one account at Wells Fargo Bank.

The Operating Account is the account through which all deposits
and payment activity occurs.  The Payroll Account is utilized for
payroll for the employees of the Diocese.  By limiting the number
of its bank accounts to the minimum necessary to carry out its
functions, the Diocese reduce the complexity of its cash
management system and the accompanying risk of error and loss.

As reported in the Troubled Company Reporter on Oct. 18, 2004, the
Diocese of Tucson asked Judge Marlar for permission to maintain
and continue using its Existing Accounts in the names and with the
account numbers existing immediately before the Diocese's
bankruptcy filing.

Consequently, Judge Marlar authorizes the Diocese to maintain and
use its Existing Accounts.  Judge Marlar directs the Diocese to
instruct Bank One to designate the Existing Accounts at Bank One
as debtor-in-possession accounts.

The Diocese advises the U.S. Bankruptcy Court for the District of
Arizona that it maintains five more accounts at Bank One, N.A.
that are identified on the signature cards with the tax
identification number of the Diocese:

  Account No.  Account Title        Business Name
  -----------  -------------        -------------
  635885288    Diocese of Tucson    Diocese of Tucson Lay
                                    Employee Pension Plan

  635885262    Roman Catholic       Diocese of Tucson
               Church of Tucson
               Priests Assurance
               Association

  8280950      Diocese of Tucson    Diocese of Tucson

  29181001     Catholic Committee   Catholic Committee
               on Scouting Tucson   on Scouting
               Diocese

  29624247     Roman Catholic       Roman Catholic Church of the
               Church of the        Diocese of Tucson Encuentros
               Diocese of Tucson    for Youth Promotion

Tucson relates that:

   -- Account No. 635885288 is the account for the Lay Employee
      Pension Plan, which is a multi-employer plan administered
      by Tucson;

   -- Account No. 635885262 is the account for the Priest
      Assurance Association;

   -- each of the entities has their own tax identification
      numbers and neither of the accounts are owned by the
      Diocese; and

   -- the two accounts erroneously reflect the Diocese's taxpayer
      identification number on the signature cards held by
      Tucson.

Bank One is also directed to honor requests of the account owners
to change the taxpayer identification numbers on the LEPP Account
and the PAA Account and otherwise transact business with the
account owners in the ordinary course of business with respect to
the LEPP Account and the PAA Account.

Tucson will direct Bank One to designate Account Nos. 8280959,
29181001, and 29624247, as debtor-in-possession accounts.

The U.S. Trustee will confirm the existence and validity of surety
bonds for the Diocese's accounts at Smith Barney and Mission
Management at least once every 12 months.  Tucson will attach
copies of the monthly statements issued by Smith Barney and
Mission Management to its monthly reports.

Tucson is excused from establishing a specific bank account for
tax payments.

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., and Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  In its Schedules of Assets and Liabilities filed with
the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities.  (Catholic
Church Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Tucson Settles 5 Plaintiffs' Tort Claims
---------------------------------------------------------
The Diocese of Tucson and Immaculate Conception Church and Parish
are defendants in an action commenced by John Doe, James Doe,
William Doe, Jane Doe and Robert Doe, pending before the Superior
Court of Yuma County in Arizona.

The plaintiffs are composed of two groups:

   -- the Minor Plaintiffs: John, James, and William Does; and
   -- the Parent Plaintiffs: Jane and Robert Does.

As previously reported, Tucson's Plan and Disclosure Statement
provides for the separate classification of tort claims.  The
Plan further provides for the categorization of Tort Claims into
"tiers," which categories are based on the legal validity of the
claim, the presence or absence of statute of limitation or other
affirmative defenses, the seriousness of the alleged misconduct,
and the extent of damages of the victim.  The Plan also provides
for the separate categorization of claims of parents or spouses of
direct victims.

Jane Doe is both a plaintiff and a key witness in the Minor
Plaintiffs' case.  According to Kasey C. Nye, Esq., at Quarles &
Brady Streich Lang LLP, in Tucson, Arizona, Jane Doe has a
terminal medical condition that made proceeding to immediate stay
relief, or litigation or mediation, likely.

In view of Jane Doe's case, in consideration of the U.S.
Bankruptcy Court for the District of Arizona's order regarding
premature or early requests to lift the automatic stay, and to
provide a framework within which an acceptable plan of
reorganization might be negotiated, Tucson, Immaculate Conception,
and the Plaintiffs agreed to enter into a settlement agreement to:

   (a) resolve the Plaintiffs' claims in the context of a
       mutually acceptable plan of reorganization without the
       admission of liability by the Defendants; and

   (b) preserve the parties' rights should a resolution
       pursuant to an acceptable plan not be possible.

                     The Settlement Agreement

The Settlement Agreement has three primary components:

   (A) A Judgment for Claim Allowance and Plan Treatment

       The Settlement Agreement provides for the entry of
       judgment or the allowance of a claim against Tucson and in
       favor of the Plaintiffs on the claims asserted in the
       State Court Action.  The judgment or order will provide
       that, notwithstanding any amendment or modification of the
       Plan:

       -- each Parent Plaintiff will be entitled to distributions
          under the Plan in an amount at least equal to the
          maximum distribution provided to any parent of a direct
          victim; and

       -- the Minor Plaintiffs will be entitled to distributions
          under the Plan in an amount, for each Minor Plaintiff,
          at least equal to the maximum distribution provided to
          any other holder of an allowed Tort Claim.

   (B) A Modification of the Automatic Stay to Preserve Testimony

       The automatic stay will be modified solely to permit the
       Plaintiffs to take a videotape and stenographic deposition
       of Jane Doe, who is seriously ill and may not survive the
       entire Reorganization Case, so that her testimony may be
       preserved should a trial of the claims be required.  Jane
       Doe's serious health situation has been a significant
       factor in the parties' negotiations in arriving at the
       terms of the Settlement Agreement.

   (C) Continuation of the State Court Action Pending
       Consummation of the Settlement Agreement

       The parties will advise the State Court of the Settlement
       Agreement and ask the State Court to continue further
       Proceedings until the Settlement Agreement has been
       consummated.

Unless earlier terminated, Ms. Nye explains that the Settlement
Agreement will be considered consummated only on the occurrence of
all of these events:

   * The order approving the Settlement Agreement has become a
     final, non-appealable order;

   * Tucson has obtained confirmation of the Plan, or other plan
     proposed by Tucson; and

   * The effective date of the Plan has occurred.

Once the effective date of the Plan has occurred, the claims or
judgment of the Minor Plaintiffs and the Parent Plaintiffs will be
treated as allowed claims in accordance with the terms of the Plan
and the Settlement Agreement.  Any judgment or claims will be
subject to the discharge and injunction provisions of the Plan.

The Settlement Agreement will automatically terminate if Tucson
does not confirm a Plan acceptable to the Plaintiffs before
July 15, 2005, with a plan effective date of August 15, 2005.

                   Settlement Must be Approved

Ms. Nye tells Judge Marlar that the Settlement Agreement averts
significant litigation regarding the modification of the
bankruptcy stay as well as claim allowance.  It also creates a
framework for developing a consensual reorganization plan while
preserving Tucson's and other parties' rights under state law.

Given the complexity of the Diocese's case as well as the
emotional issues involved, the Settlement Agreement is a
significant step in allowing Tucson to achieve its restructuring
goals.

Accordingly, Tucson asks Judge Marlar to approve the Settlement
Agreement with the Plaintiffs.

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., and Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  In its Schedules of Assets and Liabilities filed with
the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities.  (Catholic
Church Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


COHOES FASHIONS: Files for Bankruptcy & Begins Liquidation Process
------------------------------------------------------------------
Cohoes Fashions, Inc., has filed for bankruptcy protection under
the Companies' Creditors Arrangement Act (CCAA), with the
intention of filing a proposal to its creditors.

Andre Allard of Schwartz Levitsky Feldman, Inc., has been named
trustee under the Bankruptcy and Solvency Act.  Also, Crescent
Auctioneers & Liquidators will be conducting a total store
liquidation.

Ami Kaminsky, Cohoes President, has indicated that he is
cautiously optimistic a restructuring agreement will be reached
allowing Cohoes to reopen in the very near future.  "The action we
have taken [yesterday] is an unfortunate but necessary step if we
hope to move forward and transform Cohoes into a leaner, more
efficient and profitable chain of fashion boutiques," he said.

The liquidation process, to be conducted by Crescent Auctioneers &
Liquidators, started yesterday at all locations.

Cohoes is a privately owned family operation with 26 stores.  It
has been in business over 20 years.  Cohoes played an instrumental
role in initiating Sunday shopping in Quebec in the early 1980s.  
It was also one of the first major clothing chains to aggressively
market themselves as fashion discounters of brand-name designer
clothing.


CORAM HEALTHCARE: Creditors Appeal Use of Federal Judgment Rate
---------------------------------------------------------------
Goldman Sachs Credit Partners, L.P., Wells Fargo Foothill, Inc.,
and Cerberus Partners, L.P., want the U.S. District Court for the
District of Delaware to rule that their contractual interest
rates, rather than the federal judgment rate, is the right amount
of post-petition interest that should be paid on unsecured
creditors' claims under the plan of reorganization confirmed by
Judge Walrath in Coram Healthcare Corp. and Coram, Inc.'s chapter
11 cases.  

Coram was a solvent debtor.  Accordingly, the Bankruptcy Code
requires Coram to pay post-petition "interest at the legal rate"
on pre-petition unsecured claims.  In Dow Corning Corp.'s chapter
11 case (Bankr. E.D. Mich. Case No. 95-20512) and solvent debtor
cases that have followed, plan proponents have argued that the
legal rate of interest means the Federal judgment rate provided
for in 28 U.S.C. Sec. 1961 in effect on the Petition Date.  
Commercial creditors argue that to satisfy the "best interest of
creditors" test embodied in 11 U.S.C. Sec. 1129(a)(7), the legal
rate is the interest rate specified in the pre-petition credit
agreement.  

The Federal Reserve reports that the applicable Federal judgment
rate on Coram's Petition Date, August 8, 2000, was 6.09%:

   http://www.federalreserve.gov/releases/H15/data/wf/tcm1y.txt

Goldman Sachs and Wells Fargo are represented by Alan B. Miller,
Esq., John A. Neuwirth, Esq., Philip M. Abelson, Esq., Adam M.
Schloss, Esq., and Tal S. Sapeika, Esq., at Weil, Gotshal & Manges
LLP.  Cerberus is represented by Michael L. Cook, Esq., Howard O.
Godnick, Esq., Sophie S. Kim, Esq., Nikhil Singhvi, Esq., and
Christopher J. Arnold, Esq., at Schulte Roth & Zabel LLP.  

As previously reported in the Troubled Company Reporter, Judge
Walrath confirmed the Second Amended Plan of Reorganization
proposed by Arlin Adams, the Chapter 11 Trustee overseeing Coram's
restructuring, on October 5, 2004.  A full-text copy of Judge
Walrath's 65-page Opinion confirming the Trustee's Plan is
available at no charge at:

    http://www.deb.uscourts.gov/Opinions/2004/Coram_10504.pdf  

After considering the "divergent evidence" presented at the
Confirmation Hearing valuing the Debtors between $150 and $376
million, Judge Walrath concluded that the value of the Debtors is
less than $317 million. The Trustee, of course, argued for a low
valuation and the Equity Committee argued for the higher
valuation.  The Equity Committee, led by Sam Zell, also wanted
Judge Walrath to confirm a competing plan of reorganization it had
proposed.

The Equity Committee sought and obtained a stay of the
Confirmation Order.  The parties will now proceed to the U.S.
District Court for the District of Delaware for a review of Judge
Walrath's confirmation order.

Coram Healthcare Corporation is a provider of infusion-therapy
services.  The Company filed for chapter 11 protection on
August 8, 2000 (Bankr. D. Del. Case No. 00-03299).  Christopher
James Lhuiler, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub, represents the Debtors.  Kenneth E. Aaron, Esq., at
Weir & Partners LLP, and Barry E. Bressler, Esq., at Schnader
Harrison Segal & Lewis LLP, represent the Chapter 11 Trustee in
these proceedings.  Richard Levy, Esq., at Jenner & Block, LLC,
represents the Equity Committee led by Sam Zell.


COVANTA ENERGY: Asks Court to Enter Final Decree Closing 22 Cases
-----------------------------------------------------------------
Twenty-two Debtors ask the United States Bankruptcy Court for the
Southern District of New York to enter a final decree closing
their Chapter 11 cases:

   Case No.   Debtor
   --------   ------
   02-40863   Covanta Cunningham Environmental Support Services
   02-40865   Covanta Tampa Bay, Inc.
   02-40867   Covanta Water Systems, Inc.
   02-40870   Covanta Energy Construction, Inc.
   02-40884   Covanta Sigc Energy II, Inc.
   02-40893   Covanta Heber Field Energy, Inc.
   02-40899   Covanta Energy Services, Inc.
   02-40900   Covanta Energy Services of New Jersey, Inc.
   02-40902   Covanta Waste to Energy of Italy, Inc.
   02-40916   Covanta Huntington Limited Partnership
   02-40919   Covanta Huntington Resource Recovery One Corp.
   02-40928   Covanta Babylon, Inc.
   02-40929   Covanta Alexandria/Arlington, Inc.
   02-40931   Covanta Fairfax, Inc.
   02-40932   Covanta Hillsborough, Inc.
   02-40933   Covanta Huntsville, Inc.
   02-40934   Covanta Indianapolis, Inc.
   02-40935   Covanta Kent, Inc.
   02-40937   Covanta Lancaster, Inc.
   02-40944   Covanta Stanislaus, Inc.
   02-40946   Covanta Union, Inc.
   03-16781   Covanta Tampa Construction, Inc.

Section 350(a) of the Bankruptcy Code provides that "[a]fter an
estate is fully administered and the court has discharged the
trustee, the court shall close the case."  Rule 3022 of the
Federal Rules of Bankruptcy Procedure also provides that "[a]fter
an estate is fully administered in a Chapter 11 Reorganization
case, the court, on its own motion or on motion of a party-in-
interest, shall enter a final decree closing the case."

Although neither the Bankruptcy Code nor the Bankruptcy Rules
define "fully administered," the Advisory Committee's Note to
Rule 3022 states that factors that the court should consider in
determining whether the estate has been fully administered include
whether:

   (1) the order confirming the plan has become final;

   (2) deposits required by the plan have been distributed;

   (3) the property proposed by the plan to be transferred has
       been transferred;

   (4) the debtor or the successor of the debtor under the plan
       has assumed the business or management of the property
       under the plan;

   (5) payments under the plan have commenced; and

   (6) all motions, contested matters, and adversary proceedings
       have been finally resolved.

Vincent E. Lazar, Esq., at Jenner & Block, LLP, in Chicago,
Illinois, tells Judge Blackshear that the 22 cases have been fully
administered since:

   -- the orders confirming the Debtors' Second Reorganization
      Plan, Second Liquidation Plan and the Covanta Tampa Plan
      have become final;

   -- deposits required by the Reorganization Plans have been
      distributed;

   -- property proposed by the Reorganization Plans to be
      transferred has been transferred;

   -- the Reorganized Debtors have assumed the business and
      management of the property under the Reorganization Plans;

   -- payments under the Reorganization Plans have commenced; and

   -- all motions, contested matters including objections to
      proofs of claim and adversary proceedings have been finally
      resolved with regard to the 22 cases.

Mr. Lazar relates that one claim objection remains pending with
respect to these nine Debtors:

     * Covanta Babylon,
     * Covanta Alexandria/Arlington,
     * Covanta Fairfax,
     * Covanta Hillsborough,
     * Covanta Huntsville,
     * Covanta Kent,
     * Covanta Lancaster,
     * Covanta Stanislaus, and
     * Covanta Union

The nine Debtors seek to allocate a claim filed by ReGen Capital
I, Inc., and AT&T Corporation.  The Debtors anticipate that the
issue will be resolved or withdrawn by December 1, 2004.

Accordingly, Mr. Lazar says, entry of a final decree closing the
22 cases is appropriate.

On September 23, 2004, the Court entered a final decree closing 62
cases.

Headquartered in Fairfield, New Jersey, Covanta Energy Corporation
-- http://www.covantaenergy.com/-- is a publicly traded holding  
company whose subsidiaries develop, own or operate power
generation facilities and water and wastewater facilities in the
United States and abroad.  The Company filed for Chapter 11
protection on April 1, 2002 (Bankr. S.D.N.Y. Case No. 02-40826).  
Deborah M. Buell, Esq., and James L. Bromley, Esq., at Cleary,
Gottlieb, Steen & Hamilton, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $3,280,378,000 in assets and
$3,031,462,000 in liabilities.  On March 10, 2004, Covanta Energy
Corporation and its core subsidiaries emerged from chapter 11 as a
wholly owned subsidiary of Danielson Holding Corporation.  Some of
Covanta's non-core subsidiaries have liquidated under separate
chapter 11 plans. (Covanta Bankruptcy News, Issue No. 70;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DAVCRANE INC: Section 341(a) Meeting Slated for December 14
-----------------------------------------------------------
The United States Trustee for Region 7 will convene a meeting of
Davcrane Inc.'s creditors at 2:45 p.m., on Dec. 14, 2004, at the
Office of the U.S. Trustee, 222 East Van Buren, Room 301,
Harlingen, Texas 78550.  This is the first meeting of creditors
required under 11 U.S.C. Sec 341(a) in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Harlingen, Texas, Davcrane, Inc., --
http://www.davcrane.com/-- produces and develops cranes.  The  
Debtor filed for chapter 11 protection on November 12, 2004
(Bankr. S.D. Tex. 04-11507).  Michael J. Urbis, Esq., at Jordan
Hyden Womble & Culbreth, represents the Company in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
reported an estimated $1 million to $10 million in assets and
liabilities.


DIGITAL LIGHTWAVE: Chisholm Resigns as Audit Committee Chairman
---------------------------------------------------------------
Digital Lightwave, Inc., notified the Nasdaq Stock Market, Inc.,
that Jeffery S. Chisholm, a member of the Board of Directors and
Chairman of the Audit Committee, resigned from the Board,
effective Oct. 26, 2004.  The Company acknowledged that as a
consequence of the resignation, it was not compliant with Nasdaq's
independent director and Audit Committee requirements as set forth
in Marketplace Rule 4350.

Nasdaq confirmed that the Company no longer complies with Nasdaq
Marketplace Rule 4350(c)(1) and 350(d)(2)(A).  Nasdaq also
confirmed to the Company that Nasdaq Marketplace Rule 4350(c)(1)
and 4350(d)(4) provides for a cure period until the earlier of the
Company's next annual shareholders' meeting or one year from the
occurrence of the event that caused the failure to comply with
these requirements, in order to regain compliance.  The Company
intends to regain compliance with Nasdaq Marketplace Rule 4350 as
promptly as possible.

On Nov. 8, 2004, the Board of Directors of the Company appointed
Daniel Lorch, age 53, as Chief Operating Officer of the Company.  
In this newly created position, Mr. Lorch will report to Mr. James
Green, President and Chief Executive Officer.

Mr. Lorch joined the Company in June 1996 and has served most
recently as Senior Vice President of Global Supply, beginning in
May 2003.  In his previous responsibilities with the Company, Mr.
Lorch has served as Vice President for Network Management
Services, Vice President for Customer Development and Senior
Director for Customer Service and Support.  Prior to joining the
Company, from 1980 to 1996, Mr. Lorch served as Chief Executive
Officer and President of Digital Engineering, Inc., a nationwide
field service and computer maintenance company.

Based in Clearwater, Florida, Digital Lightwave, Inc., provides
the global communications networking industry with products,
technology and services that enable the efficient development,
deployment and management of high-performance networks.  Digital
Lightwave's customers -- companies that deploy networks, develop
networking equipment, and manage networks -- rely on its offerings
to optimize network performance and ensure service reliability.
The Company designs, develops and markets a portfolio of portable
and network-based products for installing, maintaining and
monitoring fiber optic circuits and networks.  Network operators
and telecommunications service providers use fiber optics to
provide increased network bandwidth to transmit voice and other
non-voice traffic such as Internet, data and multimedia video
transmissions.  The Company provides telecommunications service
providers and equipment manufacturers with product capabilities to
cost-effectively deploy and manage fiber optic networks.  The
Company's product lines include: Network Information Computers,
Network Access Agents, Optical Test Systems, and Optical
Wavelength Managers.  The Company's wholly owned subsidiaries are
Digital Lightwave (UK) Limited, Digital Lightwave Asia Pacific
Pty, Ltd., and Digital Lightwave Latino Americana Ltda.

At September 30, 2004, Digital Lightwave's balance sheet showed a
$22,560,000 stockholders' deficit, compared to a $21,140,000
deficit at December 31, 2003.


DII/KBR: Bankruptcy Court Approves Global Risk Settlement Pact
--------------------------------------------------------------
DII Industries, LLC, and Global Risk Capital Ltd. entered into a
settlement agreement, which effectuates the assignment of all DII
Industries' claims and rights under certain insurance policies
against 23 named insurers:

    -- Andrew Weir Insurance Company Ltd.
    -- Bellefonte Ins Co.(UK)
    -- Bermuda Fire & Marine
    -- British National Ins. Co
    -- Bryanston Insurance Co.
    -- El Paso Insurance Co.
    -- English & American
    -- Folksam Intl UK
    -- Kingscroft Insurance Comp
    -- London & Overseas Ins. Co.
    -- Mentor Ins. Co.
    -- Mutual Reinsurance Co. Ltd.
    -- North Atlantic Insurance
    -- Orion Ins. Co. Ltd.
    -- Pacific and General
    -- Scan-Re Insurance Co Ltd
    -- Slater Walker/Provid Capt
    -- Southern American Ins. Co.
    -- Sovereign Ins. Co.
    -- St. Helens Insurance Co.
    -- United Standard Insurance
    -- Walbrook Ins. Co.
    -- British Merchants

DII, along with certain of its affiliates, has compromised certain
claims under certain general liability insurance policies pursuant
to a settlement agreement executed with certain of the
Underwriters at Lloyd's, London.

DII has claims against certain other insurance companies,
including certain insurers, based in London who did not
participate in the Underwriters' Settlement.

According to Michael G. Zanic, Esq., at Kirkpatrick & Lockhart,
LLP, in Pittsburgh, Pennsylvania, the Non-Participating Insurers
are insolvent and certain of them are operating under Schemes of
Arrangement.  Certain of DII's claims against the Non-
Participating Insurers who are operating under Schemes of
Arrangement have been accepted as Established Scheme Liabilities.

Due to confidentiality concerns, the precise settlement amount
agreed on by the parties to the Global Risk Settlement Agreement
is not disclosed.  Given that the Global Risk Settlement Agreement
is an assignment of rights against third parties against whom
Global Risk will be making claims in the future, a public
disclosure of the settlement amount would be severely detrimental
to Global Risk's future submission of claims against those third
parties, Mr. Zanic explains.  The settlement amount, however, is
substantial, is the result of extensive analysis and negotiation,
and is consistent with the Debtors' other insurance-related
settlements.

Moreover, DII and Global Risk agree to defend, indemnify and hold
harmless each other and the other party's affiliates,
subsidiaries, and employees.  All indemnities and obligations
contained in the agreement will survive the expiration or
termination of the agreement and the expiration or termination of
any DII Policy.

Furthermore, DII assigns and irrevocably grants to Global Risk a
security interest in all of DII's rights, title and interest in
and to:

    * all of the Assigned Claims against the DII Insurers under
      the DII Policies;

    * the Established Scheme Liabilities in relation to the
      Assigned Claims against the DII Insurers under the DII
      Policies; and

    * any rights to receive future payments or dividends under the
      Schemes of Arrangement in relation to the Assigned Claims
      against the DII Insurers under the Schemes of Arrangement.

Accordingly, the United States Bankruptcy Court for the Southern
District of Pennsylvania approves the Global Risk Settlement
Agreement.

Headquartered in Houston, Texas, DII Industries, LLC, is the
direct or indirect parent of BPM Minerals, LLC, Kellogg Brown &
Root, Inc., Mid-Valley, Inc., KBR Technical Services, Inc.,
Kellogg Brown & Root Engineering Corporation, Kellogg Brown & Root
International, Inc., (Delaware), and Kellogg Brown & Root
International, Inc., (Panama).  KBR and its subsidiaries provide a
wide range of services to energy and industrial customers and
government entities in over 100 countries.  DII has no business
operations.  DII and its debtor-affiliates filed a prepackaged
chapter 11 petition on December 16, 2003 (Bankr. W.D. Pa. Case No.
02-12152).  Jeffrey N. Rich, Esq., Michael G. Zanic, Esq., and
Eric T. Moser, Esq., at Kirkpatrick & Lockhart LLP, represent the
Debtors in their restructuring efforts.  On June 30, 2004, the
Debtors listed $6.255 billion in total assets and $5.295 billion
in total liabilities.  (DII & KBR Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DII/KBR: Judge Fitzgerald Approves Partitioning Agreement
---------------------------------------------------------
Certain insurance carriers issued general liability insurance
policies to Studebaker-Worthington, Inc., and McGraw-Edison
Company, under which DII Industries, LLC, Federal-Mogul Products,
Inc., and Cooper Industries, Inc., each asserts that it is
entitled to insurance coverage in connection with asbestos-related
claims.

The Participating Carriers include:

    * Certain Underwriters at Lloyd's, London

    * Certain London Market Insurance Companies

    * Atlanta International Insurance Company

    * Hartford Accident and Indemnity Company, First State
      Insurance Company and New England Insurance Company

    * Zurich American Insurance Company

    * Allianz AG

    * Travelers Casualty and Surety Company, and The Travelers
      Indemnity Company

    * Appalachian Insurance Company

    * Everest Reinsurance Company and Mt. McKinley Insurance
      Company

    * Employers Reinsurance Corporation

    * Westport Insurance Corporation

    * Continental Insurance Company

    * AIG Technical Services, Inc.

    * Century Indemnity Company, Pacific Employers Insurance
      Company, U.S. Fire Insurance Company, Central National
      Insurance Company of Omaha, St. Paul Mercury Insurance
      Company and ACE Property and Casualty Insurance Company

    * One Beacon America Insurance Company

    * Granite State Insurance Company

    * All insurers within the Fairfax Financial Holdings Limited
      organization

    * Stonewall Insurance Company

    * Evanston Insurance Company

    * Associated International Insurance Company

    * Providence Washington Insurance Company

    * Insco Limited

    * Mutual Marine Office, Inc.

    * Fireman's Fund Insurance Company

    * National Surety Corporation

    * Federal Insurance Company

    * Allstate Insurance Company

    * Sentry Insurance a Mutual Company

    * Northwestern National Insurance Company

    * General Electric Casualty Insurance Company

    * Royal Indemnity Company

    * Yosemite Insurance Company

    * Swiss Reinsurance Company

    * American Re-Insurance Company and its former subsidiary
      American Excess Insurance Company

    * Executive Risk Indemnity, Inc.

    * European General Reinsurance Company

    * Republic Insurance Company

    * Northern Assurance Company of America

    * Granite State Insurance Company

DII's ability to settle coverage disputes in connection with the
Policies has been impeded by the existence of competing claims to
coverage and the resulting inability of the Participating
Carriers to assess their exposure to Federal-Mogul, Cooper and
other parties that may assert rights to or interests in the
Policies, including these seven non-insurer entities:

    * Cooper Clarke, Inc.,
    * Clarke Floor Equipment Company,
    * McGraw-Edison International, Inc.,
    * Onan Corporation,
    * Cooper Service, Inc.,
    * Cooper Controls, Inc., and
    * Battery, Inc.

Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart, LLP, in New
York, states that the competing claims have also impeded the
Debtors' ability to settle coverage disputes on other insurance
policies with the Participating Carriers since the Participating
Carriers were unwilling to enter into piecemeal settlements
involving less than all of their policies.  Moreover, the
Debtors' resolution of some, but not all, of their disputes with
any individual Participating Carrier, or with some but not all of
the Participating Carriers, would expose the Debtors to a risk of
inconsistent judgments.

Subsequently, DII, Federal-Mogul, Cooper and the Participating
Carriers entered into a Partitioning Agreement that will
effectuate a settlement regarding, inter alia, the partitioning of
the limits of liability, self-insured retentions, deductibles, any
other self-insurance features, and the erosions of limits of
liability, SIRs, deductibles or any other self-insurance features
of the Policies.

By allocating the policy proceeds among the competing interests,
the Partitioning Agreement will enable the Participating Carriers
to settle their coverage disputes with the Debtors without risking
liability to the other Non-Carrier Parties.

According to Mr. Rich, the Partitioning Agreement is one of many
agreements that the Debtors have reached with the Participating
Carriers and others to make possible a global settlement of the
Debtors' claims against all of the Participating Carriers.

The material terms of the Partitioning Agreement are:

    (a) 50/50 Vertical Partitioning of the Limits of Liability of
        the Subject Policies

        The unexhausted aggregate limits for each Subject Policy
        for all coverage will be partitioned so that DII will
        have exclusive access to 50% of the unexhausted aggregate
        limits for each Subject Policy, while Federal-Mogul and
        Cooper, along with all persons that they have the legal
        right to bind, will share and access to the 50% of the
        unexhausted aggregate limits for each Subject Policy, to
        which DII does not have the exclusive right.

    (b) Other Limits of Liability

        All other limits of liability, if any, under the Subject
        Policies -- including all per occurrence limits of
        Liability -- will be reduced by 50%.

    (c) Self-Insured Retentions

        All self-insured retentions, including aggregate and per
        occurrence SIRs, deductibles and all other self-insurance
        features in the Subject Policies will be reduced by 50%.

    (d) Erosion

        Fifty percent of all prior erosion of any aggregate limit
        under any Subject Policy issued by a Participating Carrier
        including any aggregate limit associated with an SIR,
        deductible or other self-insurance feature will be
        deducted from that portion of the aggregate limit
        partitioned to DII and the other 50% will be deducted from
        that portion of the aggregate limit partitioned to
        Federal-Mogul and Cooper.  Any deductible or other
        self-insurance feature that has an applicable aggregate
        limit can be eroded or exhausted by any persons -- except
        DII -- that are insured or otherwise entitled to rights
        and benefits under the Subject Policies.

    (e) Other Reductions in Liability Limits

        All aggregate limits of liability in each Subject Policy
        issued by a Participating Carrier or a Non-Participating
        Carrier will be reduced by 50%, as to DII, Federal-Mogul,
        Cooper and any other person bound by a consent agreement
        or the Partitioning Agreement provisions.  In addition,
        all other limits of liability issued by a
        Non-Participating Carrier will be reduced by 50%.

    (f) Preservation of Insurance Coverage Issues and Disputes

        All coverage issues and disputes, including factual
        disputes, between or among the Non-Carrier Parties, the
        Participating Carriers, the Non-Participating Carriers and
        any other person that claims or may claim to be insured
        or to be otherwise entitled to rights and benefits under
        the Subject Policies are preserved, and the parties'
        positions with respect to certain issues will not be
        prejudiced.

    (g) Cooperation Among the Non-Carrier Parties

        DII and Federal-Mogul will cooperate with each other to
        access insurance coverage under any Subject Policy issued
        or subscribed by any insolvent London-based carriers.

        The Insolvent London-based Carriers are:

        -- Bellefonte Insurance Company Limited;
        -- Bermuda Fire & Marine Insurance Company Limited;
        -- Bryanston Insurance Company Limited;
        -- Dart Insurance Company;
        -- El Paso Insurance Company Limited;
        -- English & American Insurance Company Limited;
        -- London & Overseas Insurance Company Limited;
        -- Louisville Insurance Company Limited;
        -- Mentor Insurance Company;
        -- Mutual Reinsurance Company Limited;
        -- North Atlantic Insurance Company Limited;
        -- Orion Insurance Company Limited;
        -- Southern American Insurance Company Limited; and
        -- Walbrook Insurance Company Limited.

    (h) Recoveries from Insolvent London-based Carriers

        All recoveries against Insolvent London-based Carriers,
        regardless as to whether DII's claims or Federal-Mogul's
        claims predominate, will be allocated 50% to DII and 50%
        to Federal-Mogul, provided, however, that if
        Federal-Mogul's recoveries from the Insolvent London-based
        Carriers received by Federal-Mogul on or before January 1,
        2006, do not equal at least $4,500,000, DII will make a
        payment to Federal-Mogul on or before January 6, 2006,
        equal to the difference between the Insolvent London
        Recoveries and $4,500,000.  DII will then be entitled to
        all recoveries received by Federal-Mogul from the
        Insolvent London-based Carriers from and after January 1,
        2006, until DII is fully reimbursed for the payment
        amount.  From the point when DII is fully reimbursed for
        the payment amount, all subsequent recoveries from the
        Insolvent London-based Carriers will be split equally
        between DII and Federal-Mogul.

    (i) Liability Limits for Non-London-based Insolvent Insurers

        The limits of liability in any Subject Policy issued by or
        subscribed by a non-London-based insolvent insurer will
        be allocated and apportioned as if the Subject Policy had
        been issued by a Participating Carrier.  To the extent
        that the insolvent non-London-based insurers do not
        consent to the allocation and apportionment, the Non-
        Carrier Parties will cooperate in accessing the
        products or completed operations limits of liability
        associated with the Subject Policies issued by or
        subscribed to by the insolvent non-London-based insurers.
        Any recoveries from the non-London-based insurer will be
        split 50% to DII Industries and 50% to Federal-Mogul and
        Cooper, with any division or a sharing of that 50% will be
        determined by Federal-Mogul and Cooper.  To the extent
        that a Non-Carrier Party receives more in proceeds or
        payment from an insolvent non-London-based insurer, that
        Non-Carrier Party will, within 45 days pay excess amounts
        to the other Non-Carrier Party.

    (j) Liability Limits for All Solvent Non-Participating
        Carriers

        The limits of liability for all solvent Non-Participating
        Carriers will be split.  The Non-Carrier Parties will
        cooperate in accessing the limits of liability applicable
        to any Subject Policy issued by any solvent Non-
        Participating Carrier.  Any recoveries from solvent Non-
        Participating Carriers will be allocated in accordance
        with the procedure set forth in the Partitioning
        Agreement.

    (k) Settlement with North Star Reinsurance Corporation

        DII, Federal-Mogul and Cooper agree to enter into a
        settlement with North Star Reinsurance Corporation in
        relation to the insurance policy issued to Studebaker-
        Worthington, Inc., calling for the payment of the
        remaining unexhausted products limits of liability of
        insurance policy.  DII will receive 50% of the proceeds
        from the settlement and Federal-Mogul and Cooper will each
        receive 25% of the proceeds.

    (l) Payments to Cooper

        DII will pay Cooper $46,000,000 in three installments:

        (a) $16,000,000 on the first business day after DII fund
            the Asbestos PI Trust;

        (b) $15,000,000 on the first anniversary of the Funding
            Date; and

        (c) $15,000,000 on the second anniversary of the Funding
            Date.

        DII will obtain from Halliburton Company a guaranty in
        Cooper's favor of these payments.

A full-text copy of the Partitioning Agreement is available for
free at:

      http://bankrupt.com/misc/Partitioning_Agreement.pdf

By allocating the policy proceeds among the competing interests,
the Partitioning Agreement will enable the Participating Carriers
to settle their coverage disputes with the Debtors without risking
liability to the other Non-Carrier Parties.

Mr. Rich notes that DII's asbestos-related and silica-related
claims under the Policies would exceed 50% of the products limits
of liability and potentially more than 75% of the limits.
Notwithstanding the amount of DII's insurance claims under the
Policies, given the cost of litigating its coverage claims to
resolution, the time that would be required to complete that
litigation, and the risks attendant to litigation -- which are
substantially the same risks that are faced by all insureds under
the Policies -- DII believes that the 50/50 partitioning of policy
limits is in the best interest of the Debtors' estates and their
creditors.

At DII's request, Judge Fitzgerald approves the Partitioning
Agreement.

Headquartered in Houston, Texas, DII Industries, LLC, is the
direct or indirect parent of BPM Minerals, LLC, Kellogg Brown &
Root, Inc., Mid-Valley, Inc., KBR Technical Services, Inc.,
Kellogg Brown & Root Engineering Corporation, Kellogg Brown & Root
International, Inc., (Delaware), and Kellogg Brown & Root
International, Inc., (Panama).  KBR and its subsidiaries provide a
wide range of services to energy and industrial customers and
government entities in over 100 countries.  DII has no business
operations.  DII and its debtor-affiliates filed a prepackaged
chapter 11 petition on December 16, 2003 (Bankr. W.D. Pa. Case No.
02-12152).  Jeffrey N. Rich, Esq., Michael G. Zanic, Esq., and
Eric T. Moser, Esq., at Kirkpatrick & Lockhart LLP, represent the
Debtors in their restructuring efforts.  On June 30, 2004, the
Debtors listed $6.255 billion in total assets and $5.295 billion
in total liabilities.  (DII & KBR Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DUNES PLAZA: Asks Court to Dismiss Chapter 11 Cases
---------------------------------------------------
Dunes Plaza Associates and Sherwood Plaza Associates ask the U.S.
Bankruptcy Court for the Southern District of New York to dismiss
the chapter 11 cases they commenced on Aug. 18, 2004.

The Debtors filed for chapter 11 protection after the Bank of New
York sought to foreclose on their Florida property through an
action in the Thirteenth Judicial District of Florida.  The Bank
of New York is an indenture trustee and holder of a first mortgage
on a freestanding retail building located at 955 W. Brandon
Boulevard in Brandon, Florida 33511.  The Debtors owe more than
$9,000,000 under a special warranty deed dated March 24, 1997, to
pay for the purchase of that property.

After filing their bankruptcy petitions and extensive
negotiations, the Debtors and the Bank of New York agreed that the
Bank and the noteholders it represents will accept an amount
substantially less than the First Mortgage debt in full
satisfaction of the loan if the total payments are received within
101 days after the Court dismisses the chapter 11 cases.

If the payments are not made, the Debtors will consent to the
foreclosure of the Premises.  The Debtors are confident that they
can pay the amount since they are in the process of obtaining a
new mortgage from another lender.

The Debtors inform the Court that the settlement with the Bank of
New York will enable them to obtain a replacement mortgage at a
substantially lower principal amount, reduced interest and
substantially reduced monthly payments.  

Dunes Plaza Associates and Sherwood Plaza Associates, Ltd., own,
as tenants-in-common, a freestanding retail building in Brandon,
Florida.  Originally leased for $929,264 per year, Kmart occupied
the store and then sublet it to Hechinger's and then to Burlington
Coat Factory, the current tenant.  Burlington pays $643,200 in
annual rent, which is insufficient to service the Debtors'
$24.8 million mortgage obligations.  The Debtors filed for chapter
11 protection on August 18, 2004 (Bankr. S.D.N.Y. Case No.
04-15402).  Ira S. Greene, Esq., at Hogan & Hartson, LLP,
represents the Debtors in their restructuring.


DYKESWILL LTD: Wants to Employ MSR LLP as Accountant
----------------------------------------------------
Dykeswill Ltd. asks the U.S. Bankruptcy Court for the Southern
District of Texas for permission to hire MSR LLP as accountant
pursuant to Section 327(a) of the Bankruptcy Code.  

MSR has performed accounting services for the Debtor in the past.  

MSR will:

   (1) assist in the preparation of financial statements;

   (2) assist in the preparation of monthly operating reports; and

   (3) provide other accounting services as may be required for
       the Debtor's reorganization, including special accounting
       projects.

MSR charges these hourly-billing rates:

               Partner               $200
               Manager/Associate     $100 to $125
               Contract              $100

H. Keith Spalding, C.P.A., a partner at MSR, assures the Court
that MSR represents no interest adverse to the Debtor or its
estate in the matters on which MSR has been engaged.

Headquartered in Corpus Christi, Texas, Dykeswill Ltd., filed for
Chapter 11 protection on July 26, 2004 (Bankr. S.D. Tex. Case No.
04-20974).  Harlin C. Womble, Jr., Esq., at Jordan, Hyden Womble
and Culbreth, P.C., represents the Debtor in its restructuring
efforts.  When the company filed for protection from its
creditors, it listed over $10 million in assets and more than $1
million in debts.


ENRON: Inks Stipulation Reducing Dovebid Surety Bond to $350,000
----------------------------------------------------------------
On Aug. 22, 2002, the U.S. Bankruptcy Court for the Southern
District of New York authorized Enron Corporation and its debtor-
affiliates' employment of Dovebid, Inc., as auctioneer and sales
agent for the sale of Surplus Assets.

Currently, the Debtors are left with certain surplus assets with  
a de minimis value.  The Debtors determined that the Surplus  
Assets are no longer necessary in the conduct of their businesses  
and reorganization efforts.

The Dovebid Order required that Dovebid will provide in advance  
of each auction, an auctioneer or surety bond in favor of the  
United States of America for an amount equal to the estimated  
proceeds for each auction.  Initially, Dovebid maintained a  
$3,000,000 surety bond that was issued by Hartford Fire Insurance  
Company.

On March 16, 2004, the Court reduced the Surety Bond to  
$1,750,000.  On June 22, 2004, the Surety Bond was further reduced  
to $600,000.

The Debtors and Dovebid believe that Dovebid will be required to
conduct one additional auction to complete the sale of the
remaining Surplus Assets.  The Debtors estimate that the proceeds
from the Remaining Auction will not exceed $300,000.

Dovebid desires to further reduce the amount of the Surety Bond.
The Debtors believe that a $350,000 Surety Bond is sufficient to  
protect the proceeds of the Remaining Auction.

Accordingly, the Debtors and Dovebid stipulate that:

   (a) Dovebid may reduce the amount of the Surety Bond to
       $350,000;

   (b) Dovebid's cumulative accounts payable to Enron under prior  
       and future auctions is not expected to exceed the $350,000  
       Surety Bond; and

   (c) Dovebid will provide the Debtors a copy of any Rider or  
       Modification to the Surety Bond that is issued by Hartford  
       pursuant to the Stipulation.

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts. (Enron Bankruptcy News, Issue No. 130;
Bankruptcy Creditors' Service, Inc., 15/945-7000)


ENRON CORP: SEC Suspends Ex-Enron Accountant Wesley H. Colwell
--------------------------------------------------------------
On Oct. 9, 2004, the Securities and Exchange Commission filed  
a complaint against Wesley H. Colwell before the United States  
District Court for the Southern District of Texas.  Mr. Colwell  
worked as Enron North America's chief accounting officer.

The SEC alleged that Mr. Colwell, together with other Enron  
employees, manipulated Enron's publicly reported earnings  
producing false misleading financial results.   

On October 20, 2004, the Texas District Court entered a final  
judgment permanently enjoining Mr. Colwell from future violations  
of Sections 10(b), 13(a), 13b(2) and 13(b)(5) of the Securities  
Act of 1934.  The District Court also directed Mr. Colwell to  
disgorge $275,000 as well as pay $25,000 in prejudgment interest  
and a $200,000 civil money penalty.

The SEC temporarily suspends Mr. Colwell from appearing or
practicing before the SEC as an accountant.  After four years, Mr.
Colwell may ask the SEC to consider his reinstatement.

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts. (Enron Bankruptcy News, Issue No. 130;
Bankruptcy Creditors' Service, Inc., 15/945-7000)


FEDERAL-MOGUL: Wants to Sell PM Biz to Sinterstahl for $8 Million
-----------------------------------------------------------------
In mid-2003, Federal-Mogul Corporation and its debtor-affiliates
began marketing their transmission operations for sale.  The
Debtors contacted six firms who seemed to be interested in
acquiring their transmission operations in North America and
Europe.  The Debtors also discussed potential sales with two
financial investment firms and received an additional inquiry
independently.

According to James E. O'Neill, Esq., at Pachulski Stang Ziehl
Young Jones & Weintraub, in Wilmington, Delaware, Sinterstahl
Corp.-Powertrain, an affiliate of the German automotive
manufacturer Sinterstahl GmbH, indicated interest in purchasing
the operations.  In August 2004, however, Sinterstahl decided not
to acquire the entire transmission business, but instead focused
on the Debtors' sintered powdered metals facility in Dayton, Ohio.  
Thereafter, Sinterstahl and the Debtors entered into negotiations
and developed a framework for the purchase of the Debtors' PM
Business.

The PM Business develops, manufactures, and sells powdered metal
automatic transmission components, fuel and oil pump gerotors for
the automotive industry and other powdered metal components for
the appliance industry.

Because Sinterstahl is eager to consummate the transaction and
because the Debtors believe that no entities other than
Sinterstahl are likely to present viable offers for the PM
Business, the Debtors propose to sell the PM Business to
Sinterstahl and allow any other interested parties to bid for the
operations.

On September 20, 2004, Federal-Mogul Powertrain, Inc., Federal-
Mogul World Wide, Inc., and Sinterstahl entered into a letter of
intent for the sale of the PM Business.  The Parties signed a
purchase agreement on November 8, 2004.

The salient terms of the Purchase Agreement are:

   (a) Sinterstahl will purchase the PM Business for $8 million
       payable by:

          * a $100,000 cash deposit;

          * a $7.5 million wire transfer to FM-Powertrain and
            FM-World Wide; and

          * $400,000, which will be placed into escrow at the
            closing of the transaction, subject to a dollar-for-
            dollar adjustment based on the amount by which the
            inventory on the closing date is greater or less than
            $1,413,161.

       The escrow protects Sinterstahl for the adjustment and for
       unpaid accounts payable;

   (b) The assets of the PM Business proposed to be sold to
       Sinterstahl include:

          * real property, fixtures and improvements at the
            Dayton Facility;

          * certain research and development equipment at the
            Plymouth, Michigan facility;

          * the intellectual property necessary to operate the PM
            Business;

          * the contract rights that relate exclusively to the PM
            Business;

          * applicable rights to machinery and equipment located
            at the Dayton Facility; and

          * all inventory, raw material, and other goods at the
            Dayton Facility;

   (c) Sinterstahl will employ all of the current employees at
       the Dayton Facility and certain research and development
       employees at the Plymouth Facility;

   (d) The Debtors will retain all cash, accounts receivable and
       accounts payable;

   (e) Sinterstahl will deliver a $100,000 refundable purchase
       price deposit upon approval of the sale; and

   (f) The Purchase Agreement calls for the sale to close on
       December 31, 2004.

                       Ancillary Agreements

The Purchase Agreement also contemplates three ancillary
agreements:

   (1) An Intellectual Property and Technology Assignment, which
       will permit Sinterstahl to acquire and use the
       intellectual property necessary to operate the PM
       Business;

   (2) A License Agreement for the intellectual property, which
       will permit the Debtors to use the intellectual property
       transferred to Sinterstahl outside North America and
       Japan; and

   (3) The Restrictive Covenants Agreement, which prevents FM-
       Powertrain and FM-World Wide from competing with
       Sinterstahl in certain powdered metal applications for a
       period of seven years in North America and Japan.

The Debtors ask U.S. Bankruptcy Court for the District of Delaware
to approve:

   (a) the sale of the PM Business, free and clear of all liens,
       claims and encumbrances to Sinterstahl; and

   (b) the Ancillary Agreements.

Mr. O'Neill tells Judge Lyons that the sale of the PM Business is
supported by the Debtors' sound business judgment.  The PM
Business is not part of the Debtors' core operations and has not
been sufficiently profitable for the Debtors to continue to invest
their capital assets into it.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest  
automotive parts companies with worldwide revenue of some
$6 billion.  The Company filed for chapter 11 protection on
October 1, 2001 (Bankr. Del. Case No. 01-10582).  Lawrence J.
Nyhan, Esq., James F. Conlan, Esq., and Kevin T. Lantry, Esq., at
Sidley Austin Brown & Wood, and Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $10.15 billion in
assets and $8.86 billion in liabilities.  (Federal-Mogul
Bankruptcy News, Issue No. 68; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FINOVA: Teltronics Asks Court to Reverse Stock Transfer
-------------------------------------------------------
In early 2004, FINOVA Mezzanine Capital, Inc., held and owned as  
part of its portfolio securities of Teltronics, Inc.:

   * 12,625 shares of Teltronics Series B Preferred Stock;
   * 890,000 Teltronics warrants; and
   * 257,800 shares of Teltronics common stock.

In April 2004, Ewen Cameron, President of Teltronics, held  
several conversations with Joseph Agnetta, a corporate officer of  
the Debtors, of the possibility that Tri-Link Technologies, Inc.,  
might approach the Debtors to purchase the Teltronics Securities.   
Mr. Cameron advised Mr. Agnetta that Teltronics was in litigation  
with Tri-Link, and that Tri-Link was hostile to and would not be  
acting in the best interests of Teltronics' shareholders,  
including FINOVA, if a transaction for any or all of the  
Teltronics Securities owned by FINOVA was consummated.

Mr. Agnetta assured Mr. Cameron that the Debtors had no interest  
in harming Teltronics and would keep Mr. Cameron advised of any  
decision by FINOVA to liquidate or sell the Teltronics  
Securities.

In August 2004, Teltronics repaid the entire balance of its debt  
to the Debtors and additionally offered to purchase the Series B  
Preferred Stock for $250,000, plus the accrued but unpaid  
dividends with interest which amounted to $168,261.

"Teltronics' Offer, if accepted, would have resulted in payment  
to Debtors of approximately $418,261 and would have given Debtors  
the opportunity to retain the Warrants and Common Stock knowing  
that a group hostile to Teltronics would not be in a position to  
negatively impact the value of the Warrants and Common Stock,"  
Kathleen M. Miller, Esq., at Smith, Katzenstein & Furlow, LLP, in  
Wilmington, Delaware, tells the U.S. Bankruptcy Court for the
District of Delaware.

However, in late September 2004, without any prior notice to  
Teltronics, the Debtors executed documents to purportedly  
transfer the Series B Preferred Stock to FGC Holdings Limited, an  
Ontario, Canada entity affiliated with or related to Tri-Link,  
for $180,000, with all rights to accrued but unpaid dividends.

Ms. Miller believes that the Official Committee of Unsecured  
Creditors was not advised of Teltronics' Offer before the  
Transfer, even though the Offer was made before the Transfer and  
would have resulted in an additional $238,261 to the Debtors.

The Transfer was not approved or authorized by the Bankruptcy  
Court.

Ms. Miller asserts that, by approving and executing the Transfer,  
the Debtors and FGC:

   * violated and conspired to violate the terms of the
     Confirmation Order, the Disclosure Statement and the Chapter
     11 Plan requiring FINOVA to maximize the value of its
     securities portfolio, including the Teltronics Securities;

   * damaged the value of the Warrants and Common Stock by
     placing the Series B Preferred Stock in the hands of a
     transferee affiliated with or related to an entity hostile
     to Teltronics;

   * damaged Teltronics; and

   * did not act in the best interest of FINOVA's creditors as
     they deprived creditors of funds that might have been made
     available had FINOVA accepted Teltronics' Offer.

In accordance with Section 1142(b) of the Bankruptcy Code,  
Teltronics asks the Court to:

    (1) set aside and reverse the Transfer;

    (2) require FINOVA to accept Teltronics' Offer; and

    (3) restrain and enjoin the Transfer pending final
        disposition of the Complaint.

Headquartered in Scottsdale, Arizona, The Finova Group, Inc.,
provides commercial financing to small and mid-sized businesses;
other services include factoring, accounts receivable management,
and equipment leasing.  The firm has three segments: Commercial
Finance, Specialty Finance, and Capital Markets.  FINOVA targets
such markets as transportation, wholesaling, communication, health
care, and manufacturing. Loan write-offs had put the firm on
shaky ground.  The Company and its debtor-affiliates and
subsidiaries filed for Chapter 11 protection on March 7, 2001
(U.S. Bankr. Del. 01-00697).  Daniel J. DeFranceschi, Esq., at
Richards, Layton & Finger, P.A., represents the Debtors.  FINOVA
has since emerged from Chapter 11 bankruptcy.  Financial giants
Berkshire Hathaway and Leucadia National Corporation (together
doing business as Berkadia) own FINOVA through the almost $6
billion lent to the commercial finance company. (FINOVA Bankruptcy
News, Issue No. 53; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


HI-RISE: Has Until Dec. 14 to Make Lease-Related Decisions
----------------------------------------------------------        
The Honorable Russ Kendig of the U.S. Bankruptcy Court for the
Northern District of Ohio extended, until Dec. 14, 2004, the
period within which Hi-Rise Recycling Companies, Inc., can elect
to assume, assume and assign, or reject its unexpired
nonresidential real property leases.

The Debtor tells the Court that it is party to six unexpired
nonresidential real property leases.

On Sept. 30, 2004, the Court approved the sale of substantially
all of Hi-Rise's assets, free and clear free of liens, claims,
interests and encumbrances under an Asset Purchase Agreement to
Wastequip Manufacturing Company.  Wastequip did not ask the Debtor
to assume and assign the six unexpired leases that were included
in the Asset Purchase Agreement.

The extension will give the Debtor more time to evaluate each of
the six leases' importance to its reorganization process and
decide which of the leases to assume, assume and assign, or reject
before the closing date of the sales transaction.

The Debtor assures Judge Kendig that it is current on all its
postpetition obligations under the leases and that the extension
will not prejudice the lessors under the leases.

Headquartered in Wooster, Ohio, Hi-Rise Recycling Companies, Inc.,
manufactures and distributes industrial recycling and waste
handling equipment in North America.  The company filed for
chapter 11 protection on August 16, 2004 (Bankr. N.D. Oh. Case No.
04-64352).  Lawrence E. Oscar, Esq., at Hahn Loeser & Parks LLP,
represents the Debtor in its restructuring.  When the  
Debtor filed for protection from its creditors, it estimated $1
million to $10 million in total assets and $10 million to $50
million in total debts.


HI-RISE RECYCLING: U.S. Trustee Picks 4-Member Creditors Committee
------------------------------------------------------------------          
The United States Trustee for Region 9 appointed four creditors  
to serve on the Official Committee of Unsecured Creditors in  
Hi-Rise Recycling Companies, Inc.'s chapter 11 case:

  1. Reliance Metal Center
     Attn: Michael W. Kennedy
     P.O. Box 2791
     Phoenix, Arizona 85002
     Phone: 602-275-4471

  2. JC Pacific Trading Co.
     Attn: Jerry Chang
     45 - 53 E. Bigelow St.
     Newark, New Jersey 07114
     Phone: 973-639-9400

  3. South Atlantic Steel, Inc.
     Attn: Randel Holland
     5862 Faringdon PL, Suite 2
     Raleigh, North Carolina 27609
     Phone: 919-876-8842

  4. Tube Service Co.
     Attn: Ginger McIntyre
     1107 E. Jackson Street
     Phoenix, Arizona 85034
     Phone: 602-267-9865

Official creditors' committees have the right to employ legal and  
accounting professionals and financial advisors, at the Debtors'  
expense.  They may investigate the Debtors' business and financial  
affairs.  Importantly, official committees serve as fiduciaries to  
the general population of creditors they represent.  Those  
committees will also attempt to negotiate the terms of a  
consensual chapter 11 plan -- almost always subject to the terms  
of strict confidentiality agreements with the Debtors and other  
core parties-in-interest.  If negotiations break down, the  
Committee may ask the Bankruptcy Court to replace management with  
an independent trustee.  If the Committee concludes reorganization  
of the Debtors is impossible, the Committee will urge the  
Bankruptcy Court to convert the Chapter 11 cases to a liquidation  
proceeding.

Headquartered in Wooster, Ohio, Hi-Rise Recycling Companies, Inc.,
manufactures and distributes industrial recycling and waste
handling equipment in North America.  The company filed for
chapter 11 protection on August 16, 2004 (Bankr. N.D. Oh. Case No.
04-64352).  Lawrence E. Oscar, Esq., at Hahn Loeser & Parks LLP,
represents the Debtor in its restructuring.  When the  
Debtor filed for protection from its creditors, it estimated $1
million to $10 million in total assets and $10 million to $50
million in total debts.


HOLLINGER: Selling Palestine Post Interests to Mirkaei for $13.2M
-----------------------------------------------------------------
Hollinger International, Inc., entered into a stock purchase
agreement with Mirkaei Tikshoret Ltd., an Israeli corporation,
pursuant to which Mirkaei has agreed to purchase from the Company
all of the Company's equity and debt interests in the Palestine
Post Limited, an Israeli corporation that owns The Jerusalem Post
and The Jerusalem Report.  The purchase price is $13.2 million in
cash and is not subject to any post-closing purchase price or
working capital adjustments.  The transaction is scheduled to
close in mid-December 2004 and is subject to the satisfaction of
standard antitrust requirements.  The stock purchase agreement
resulted from the Company's ongoing Strategic Process.

On November 19, 2004, the Company reported that it received total
cash proceeds of approximately U.S. $49.1 million (C$59.2 million)
from the sale of certain debentures issued to it by a subsidiary
of CanWest Global Communications Corp. and its residual interest
in the Hollinger Participation Trust, which was liquidated in
connection with the transaction.  Also, in connection with this
transaction, an affiliate of the Company, Hollinger International,
Hollinger Canadian Newspapers, Limited Partnership, received cash
proceeds of approximately U.S.$84.5 million (Cdn. $101.8 million).
The Company has an indirect interest in a corporation that holds
an 87% stake in the Partnership.

In connection with the ongoing arbitration with CanWest Global
Communications Corp. arising from CanWest's purchase of certain
newspaper assets from the Company, CanWest initially claimed that
the Company and certain of its subsidiaries owe CanWest
approximately C$54.2 million.  CanWest has recently increased its
claim to approximately Cdn. $78.6 million.  The Company is
disputing the CanWest claim and is claiming that CanWest owes the
Company approximately $45 million.  The hearing is scheduled to
commence in the summer of 2005.

Hollinger International, Inc., is a newspaper publisher whose
assets include The Chicago Sun-Times and a large number of
community newspapers in the Chicago area, a portfolio of news
media investments and a variety of other assets.

                          *     *     *

As reported in the Troubled Company Reporter on August 6, 2004,
Moody's Investors Service changed the rating outlook on Hollinger
International Publishing, Inc., to positive from stable and has
withdrawn other ratings.  Details of this rating action are:

Ratings withdrawn:

   * $45 million Senior Secured Revolving Credit Facility, due
     2008 -- Ba2

   * $210 million Term Loan "B", due 2009 -- Ba2

   * $300 million of 9% Senior Unsecured Notes, due 2010 -- B2

Ratings confirmed:

   * Senior Implied rating -- Ba3
   * Issuer rating -- B2

The outlook is changed to positive.


IDEAL ACCENTS: Sept. 30 Balance Sheet Upside-Down by $3.4 Million
-----------------------------------------------------------------
Ideal Accents, Inc., delivered to the Securities and Exchange
Commission its financial statements for the quarterly period ended
Sept. 30, 2004.  

The Company posted a $986,800 net loss on $1,451,355 of sales for
the three-month period.  At Sept. 31, the Company's balance sheet
showed:

         Total Current Assets           $175,363
         Total Assets                    294,163
         Total Current Liabilities     2,581,487
         Total Liabilities             3,695,013
         Total Stockholders' Deficit  $3,400,850

A full-text copy of Ideal Accents' financial statements for the
quarterly period ended Sept. 30, 2004, is available at no charge
at:

  http://www.sec.gov/Archives/edgar/data/1170161/000122527904000066/idealaccents10qsb093004.htm

Headquartered in Ferndale, Michigan, Ideal Accents, Inc., sells
and installs a wide range of automotive aftermarket accessories
primarily to new vehicle dealers in South Eastern Michigan and
Toronto, Ontario, Canada.  The Company filed for chapter 11
protection on Oct. 13, 2004 (Bankr. S.D.N.Y. Case No. 04-16632).
Schuyler G. Carroll, Esq., at Arent Fox PLLC, represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $60,000 in total assets
and $4,208,571 in total debts.


INTEGRATED HEALTH: Court Orders Rotech to Pay McKesson's Claims
---------------------------------------------------------------
Kristi J. Doughty, Esq., at Whittington & Aulgur, in Odessa,
Delaware, tells the United States Bankruptcy Court for the
District of Delaware that Rotech Medical Corporation and its
direct and indirect debtor-subsidiaries are required, pursuant to
their Plan of Reorganization, to tender on March 26, 2002, certain
payments to McKesson Corporation and other Class 5 Creditors.

However, the Rotech Debtors never made any payments to McKesson.

McKesson holds a $2,455,386 allowed general unsecured claim.  Ms.
Doughty contends that McKesson is also entitled to an award of
interest, additional legal fees and costs.

Accordingly, McKesson asks the Court to compel the Debtors to
commence payment to McKesson pursuant to the Rotech Plan,
including reimbursement for attorney's fees and costs, with
interest.

                          *     *     *

Judge Walrath grants McKesson Corporation's request for reasons
stated in open court.

Judge Walrath directs the Rotech Debtors to make an interim
distribution due to McKesson and the other Class 5 unsecured
creditors as required under the Rotech Plan.

The Rotech Debtors will tender to McKesson accrued interest on the
amount of its Interim Distribution, at the Delaware statutory rate
of 6% per year, computed from the 31st day after the Effective
Date of the Rotech Plan through the date the Interim Distribution
was tendered to McKesson.

Integrated Health Services, Inc. -- http://www.ihs-inc.com/--  
operated local and regional networks that provide post-acute care
from 1,500 locations in 47 states.  The Company and its 437
debtor-affiliates filed for chapter 11 protection on February 2,
2000 (Bankr. Del. Case No. 00-00389).  Rotech Medical Corporation
and its direct and indirect debtor-subsidiaries broke away from
IHS and emerged under their own plan of reorganization on
March 26, 2002.  Abe Briarwood Corp. bought substantially all of
IHS' assets in 2003.  The Court confirmed IHS' Chapter 11 Plan on
May 12, 2003, and that plan took effect September 9, 2003.  
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the IHS Debtors.  On September 30, 1999, the Debtors
listed $3,595,614,000 in consolidated assets and $4,123,876,000 in
consolidated debts. (Integrated Health Bankruptcy News, Issue No.
85; Bankruptcy Creditors' Service, Inc., 215/945-7000)


INTERSTATE BAKERIES: Court Approves Deloitte's Employment
---------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
gave Interstate Bakeries Corporation and its debtor-affiliates
permission to employ Deloitte as auditors in their bankruptcy
cases.

Specifically, Deloitte will:

   a) audit consolidated annual financial statements;

   b) perform reviews of interim financial statements; and

   c) render other professional services, including but not
      limited to audit and accounting services, as maybe
      requested by the Debtors, their attorneys, or financial
      advisors from time to time.

Because of the nature of its services, the firm will record time
in half-hour increments and without detailed time descriptions as
part of any monthly statement, or interim or final fee application
that it submits in connection with its services.  The firm's
monthly statements and interim and final fee applications will
otherwise comply with the applicable compensation guidelines.

The Debtors will pay Deloitte based on its customary hourly rates.  
The firm will be reimbursed for reasonable and necessary out-of-
pocket expenses incurred.  The firm's hourly rates are:

      Partners/Principals/Directors $350 - 750
      Senior Managers                275 - 500
      Managers                       240 - 450
      Seniors                        185 - 350
      Staff Professionals            140 - 275

The Debtors do not owe Deloitte any amounts for any prepetition
services, as the firm has already been paid about $640,000 in its
last fiscal year and about $475,000 within the 90 days immediately
preceding the Debtors' bankruptcy filing.  Deloitte has no
agreement with any other non-affiliated entity to share any
compensation received.

Jeffrey L. Provost, a partner at Deloitte, assures Judge Venters
that the firm is "disinterested," as that term is defined in
Section 101(14) of the Bankruptcy Code, and that it does not hold
or represent any interest adverse to the Debtors' estates.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014
on August 12, 2004) in total debts. (Interstate Bakeries
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


INTERSTATE BAKERIES: Hires Ernst & Young as Tax Advisors
--------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates sought
and obtained the U.S. Bankruptcy Court for the Western District of
Missouri's permission to employ Ernst & Young, nunc pro tunc to
September 22, 2004, to provide:

    (a) Tax Operations Services, which include consultation,
        compliance and administration of federal and state income
        tax, property tax, and sales and use tax.  In addition,
        the firm will assist the Debtors in gathering and
        preparing tax data in connection with the Debtors'
        restructuring;

    (b) Bankruptcy Advisory Services, which include assisting and
        advising the Debtors on tax issues encountered in the
        Debtors' bankruptcy cases;

    (c) Tax Consulting Services, which include:

             (i) assisting the Debtors in identifying and
                 supporting the implementation of tax accounting
                 method changes;

            (ii) assisting the Debtors in securing refunds related
                 to amended returns filed with various states;

           (iii) assisting the Debtors in securing refunds related
                 to amended returns filed with the state of
                 California;

            (iv) providing sales and use tax reverse audit
                 services;

             (v) assisting the company in securing refunds and
                 identifying prospective savings in connection
                 with real and personal property taxes; and

            (vi) providing certain IRS account analysis and
                 interest netting studies to the Debtors; and

    (d) Valuation Services, which include providing certain
        valuation analyses in compliance with Statement of
        Financial Accounting Standards, Goodwill and Other
        Intangible Assets 142.

Ernst & Young will be paid pursuant to its hourly rates:

    (1) Tax Operation Services

           Partners and Principals            $370 - 420
           Compliance Senior Managers          245 - 310
           Compliance Managers                 155 - 220
           Compliance Senior Staff             115 - 170
           Compliance Tax Staff                 90 - 140
           Client Serving Specialist            35 - 80

    (2) All Other Hourly Services

           Partners and Principals            $650 - 750
           Senior Managers                     575 - 680
           Managers                            400 - 525
           Senior Staff                        290 - 375
           Staff                               175 - 260
           Client Service Associates            75 - 125

The Debtors will also reimburse Ernst & Young's expenses.

Moreover, the firm will also be entitled to:

         * Lookback Review fee, which is 25% of gross tax
           reductions or refunds;

         * California Enterprise Zone Credit Refund, which is 20%
           of gross tax reductions or refunds;

         * Sales and Use Tax Reverse Audit fee, which is 25% of
           gross tax reductions or refunds;

         * Property Tax Services fee, which is 35% of gross tax
           reductions or refunds; and

         * IRS Account Analysis and Interest Netting Study fee,
           which is 25% of gross tax reductions or refunds.

These fees are due and payable after the refunds are received or
the prospective savings are realized by the Debtors.  To the
extent fees were due and payable for those services, Ernst &
Young has included them in the prepetition fees paid or the
$274,165 outstanding balance, which is due from the Debtors with
respect to prepetition services provided by the firm.  Ernst &
Young agrees to waive the $274,165 outstanding balance.

In addition, the firm still has to perform significant amounts of
services under terms similar to those agreed to prepetition for
the Debtors to pursue and try to realize additional refunds that
are available or generate additional prospective savings.

Ernst & Young will hold these amounts on account in anticipation
of future services to be performed for the Debtors in their
bankruptcy proceedings and apply these amounts toward fees and
expenses approved by the Court:

    (1) a $849,269 payment made by the Debtors to the firm
        during the 90 days immediately preceding their bankruptcy
        filing; and

    (2) a $19,914 prepetition payment made by the Debtors to the
        firm on account of an invoice that had already been paid.

David A. Anderson, a partner at Ernst & Young, assures the Court
that the firm does not have any connection with the Debtors,
their creditors, or any other party-in-interest.  The firm, Mr.
Anderson attests, is a "disinterested person" as defined under
Section 101(14) of the Bankruptcy Code, and does not hold or
represent any interest adverse to the Debtors' estates.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014
on August 12, 2004) in total debts. (Interstate Bakeries
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


LIONEL: Look for Bankruptcy Schedules by December 30
----------------------------------------------------
Lionel LLC and its debtor-affiliates sought and obtained an
extension until Dec. 30, 2004, from the U.S. Bankruptcy Court for
the Southern District of New York to file their Schedules of
Assets and Liabilities and Statements of Financial Affairs
pursuant to Section 521 of the Bankruptcy Code.

The Court understands that the preparation of the Schedules and
Statements require a lot of time and effort on the part of the
Debtors and their employees.  The Debtors' resources are strained
due to the pending litigation with its primary trade competitor --
Mike's Train House.

With the extension, the Debtors will be able to focus on
continuing their operations to maximize the value of their estates
during the first critical months.

Headquartered in Chesterfield, Michigan, Lionel LLC --
http://www.lionel.com/-- is a marketer of model train products,  
including steam and die engines, rolling stock, operating and non-
operating accessories, track, transformers and electronic control
devices.  The Company filed for chapter 11 protection on Nov. 15,
2004 (Bankr. S.D.N.Y. Case No. 04-17324).  Abbey Walsh Ehrlich,
Esq., at O'Melveny & Myers, LLP, represents the Debtors on their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed more than $10 million in assets and
debts.


NATIONAL CENTURY: Meridian Wants to Turn Back on Claims
-------------------------------------------------------
Meridian Corporation also known as Medshares, Inc., as debtor-in-
possession, asks the U.S. Bankruptcy Court for the Western
District of Tennessee, Western Division, for permission to abandon
certain property, including all of its claims or causes of action
against National Century Financial Enterprises, Inc.

Other properties include interest in the furniture, furnishings,
fixtures and equipment located in the former offices of Meridian
located at 2714 Union Extended; all corporate records, charters,
minute books, financial information, tax returns, corporate
reports, corporate files and correspondence; and all other
corporate records and documents.

Meridian believes that these properties are of inconsequential
value and burdensome to its estate.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB  
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets.  The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. D. Ohio Case No. 02-65235).  The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on
April 16, 2004.  Paul E. Harner, Esq., at Jones Day, represents
the Debtors in their restructuring efforts.  (National Century
Bankruptcy News, Issue No. 49; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


NATIONAL CONSTRUCTION: Selling Subsidiary Shares to Amacon
----------------------------------------------------------
National Construction, Inc. (TSX VENTURE:NAT) entered into an
arm's-length share sale agreement dated November 24, 2004, whereby
it has agreed to sell and Amacon Construction Limited has agreed
to purchase all of the outstanding common shares of National
Construction Group, Inc., a wholly owned subsidiary of National,
for $350,000, subject to adjustment, 75% of which is payable at
closing and the remaining 25% to be held in escrow and payable one
year following closing.  Amacon is a major real estate development
and construction company with offices in Vancouver, B.C. and
Toronto, Ontario.

There will be no finder's fee paid in connection with the proposed
Share Sale and the expected closing date for the Share Sale is on
a date to be specified by Amacon on at least 5 days' notice,
provided that the closing will occur no later than Jan. 31, 2005.  
It is also anticipated that the Share Sale will close following
the previously announced letter of understanding between National
and Black & MacDonald Limited pursuant to which B&M has agreed to
purchase certain assets of the Maintenance Division currently
operated by National's wholly owned subsidiary, National
Maintenance, Inc.

The Share Sale, together with the Asset Sale is expected to
constitute a Reviewable Transaction of National as defined in
Policy 5.3 of the TSX Venture Exchange, Inc., Corporate Finance
Manual and is subject to receipt of TSX Venture approval and all
other necessary regulatory approvals.  The completion of the Share
Sale is also subject to additional conditions precedent, including
shareholder approval, satisfactory completion of due diligence
reviews, board of directors approval of National and Amacon, the
parties making satisfactory arrangements relating to CSST
(workmen's compensation) and certain other conditions.

Keith F. Eaman, Chairman of National, said "Consistent with our
Strategic Plan, this transaction will further improve National's
financial strength and flexibility in pursuing future shareholder
value enhancing opportunities."

                        About the Company

National Construction, Inc., is a multi-trade industrial
construction and maintenance contracting services company
primarily servicing Eastern Canada.  Established in 1941, it
provides piping, mechanical installation, electrical and
instrumentation services to industrial clients, mainly in the
petrochemical and chemical, oil and natural gas, energy, pulp and
paper, and mining and metallurgy sectors.  It also provides
maintenance services for operating facilities in the petrochemical
industry.  It currently has four subsidiaries, National
Construction Group, Inc., National Maintenance, Inc., Auprocon
Limited and Entretien Industriel N-S, Inc., all of which are
wholly owned.

As of August 31, 2004, the Company's stockholders' deficit widened
to C$742,563, from a C$508,081 deficit at Feb. 29, 2004.


NATIONAL ENERGY: Inks Pact to Settle ANR & Tennessee Gas Claims
---------------------------------------------------------------
NEGT Energy Trading - Gas Corporation and its affiliate, USGen
New England, Inc., are parties to natural gas transportation
agreements with ANR Pipeline Company and Tennessee Gas Pipeline
Company.  Pursuant to the Transportation Agreements, ET Gas was
required to provide ANR and Tennessee Gas with a certain amount
of cash as a deposit to secure ET Gas' and USGen's performance
under that Agreement.

As of the Petition Date, ANR and Tennessee Gas held $4,245,400 --
plus applicable interest -- of ET Gas' cash as the Deposit under
the Transportation Agreements.  USGen did not provide any cash as
a deposit to ANR and Tennessee Gas.

Parent company, PG&E Corporation, guaranteed ET Gas' performance
under the Transportation Agreements, among other agreements,
pursuant to a Guarantee, dated as of April 26, 1999, among:

    * PG&E Corp.,
    * El Paso Natural Gas Company,
    * Tennessee Gas Pipeline Company,
    * Midwestern Gas Transmission Company,
    * Mojave Pipeline Company, and
    * El Paso Field Services Company.

The Guarantee was assigned to, and assumed by, Gas Transmission
Northwest Corporation, and which was subsequently amended to
include, among other things:

    (a) a $12,000,000 increase in the full face amount;

    (b) the removal of El Paso Field Services Company and
        Midwestern Gas Transmission Company as Guaranteed Parties;
        and

    (c) the addition of ANR and EPGT Texas Pipeline, LP, as
        Guaranteed Parties.

Paul M. Nussbaum, Esq., at Whiteford, Taylor & Preston, LLP, in
Baltimore, Maryland, states that as of the Petition Date, ET Gas
owes ANR and Tennessee Gas $1,692,473 under the Transportation
Agreements, consisting of:

    (a) $778,857 owed to ANR for prepetition gas transportation
        capacity charges;

    (b) $339,144 as additional obligation to ANR; and

    (b) $574,472 owed to Tennessee Gas for prepetition gas
        transportation capacity charges.

Thus, ANR and Tennessee Gas is over-collateralized by $2,668,844.

The Court previously authorized USGen's rejection of numerous gas
transportation contracts, including the Transportation Agreements
in September 2003.  In that regard, ANR and Tennessee Gas have
asserted rejection damages claims against USGen totaling
$118,000,000.  ANR and Tennessee Gas contend that they are
entitled to set off the Rejection Claims against the Excess
Collateral.  The NEG Debtors assert otherwise.

                 Settlement Agreement and Set-Off

Mr. Nussbaum relates that because the Deposit held by ANR and
Tennessee Gas exceeds the amount of their Claim, the parties have
agreed that ANR and Tennessee Gas should be permitted to satisfy
their Claim from the Deposit.

Accordingly, the NEG Debtors and ANR and Tennessee Gas entered
into a settlement agreement to permit the Set-off.

The Settlement Agreement provides that:

    (a) ANR and Tennessee Gas may set off their Claim against the
        Deposit;

    (b) ANR and Tennessee Gas will return $1,600,000 of the
        Deposit to ET Gas without further delay;

    (c) ANR and Tennessee Gas may retain and continue to hold
        $1,068,844 of the Deposit, against which they may attempt
        to set off or recoup their Rejection Claims;

    (d) Neither ET Gas nor the Official Committee of Unsecured
        Creditors of the ET Debtors will object to the recoupment
        or set-off, notwithstanding any objections that may be
        filed;

    (e) However, ANR and Tennessee Gas will return the $1,068,844
        remaining Deposit to ET Gas in the event that:

        -- USGen or any other party objects to the set-off or
           recoupment; and

        -- the Court disallows the set-off or recoupment; and

    (f) The parties will exchange mutual releases from any further
        claims for damages.

The NEG Debtors ask the Court to:

    (a) approve the Settlement Agreement;

    (b) lift the stay so that the parties can effectuate the
        Set-off; and

    (c) approve the mutual release and discharge of claims between
        GTNC and ET Gas arising under or related to the
        Transportation Agreements and the GTNC Guarantee.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- (n/k/a National Energy & Gas  
Transmission, Inc.) develops, builds, owns and operates electric
generating and natural gas pipeline facilities and provides energy
trading, marketing and risk-management services.  The Company and
its debtor-affiliates filed for Chapter 11 protection on July 8,
2003 (Bankr. D. Md. Case No. 03-30459). Matthew A. Feldman, Esq.,
Shelley C. Chapman, Esq., and Carollynn H.G. Callari, Esq., at
Willkie Farr & Gallagher, and Paul M. Nussbaum, Esq., and Martin
T. Fletcher, Esq., at Whiteford, Taylor & Preston, L.L.P.,
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$7,613,000,000 in assets and $9,062,000,000 in debts.  NEGT
received bankruptcy court approval of its reorganization plan in
May 2004, and that plan took effect on Oct. 29, 2004. (PG&E
National Bankruptcy News, Issue No. 31; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


NATIONWIDE SECURITIES: SIPA Claims Must be Filed by February 16
---------------------------------------------------------------

    NOTICE TO CUSTOMERS OF NATIONWIDE SECURITIES CORPORATION

Please take notice that Nationwide Securities Corporation --
Nationwide -- located at:

               2713 Buckhom Drive
               Valtrico, Florida 33594

with additional offices at:

               5500 East Loop 820 South, Suite 107
               Fort Worth, Texas 76119

                       -- and --

               100 Wall Street, 2nd Floor
               New York, New York 10005

has become the subject of a Direct Payment Procedure pursuant to
section 10 of the Securities Investor Protection Act -- SIPA, 15
U.S.C. Section 78aaa, et seq.  In the Direct Payment Procedure,
the Securities Investor Protection Corporation -- SIPC -- will
satisfy timely filed claims of customers of Nationwide that
qualify for SIPA protection.

Claims for protection under SIPA must be filed with SIPC on or
before February 16, 2005.  Under the law, SIPC cannot pay or
otherwise satisfy, in whole or in part, any claim not filed by the
deadline.

Forms for filing claims in the Direct Payment Procedure for
Nationwide have been prepared by SIPC and, together with a copy of
this notice, will be mailed on the date of this notice to
investors with accounts at Nationwide as their names and addresses
appear on the books and records of Nationwide.  An investor who
does not receive a claim form within 15 days of the date of this
notice may obtain a claim form on SIPC's Web site at
http://www.sipc.orgor by writing to SIPC at:

      Securities Investor Protection Corporation
      Direct Payment Procedure
      Nationwide Securities Corporation
      805 15th Street, Northwest, Suite 800
      Washington, District of Columbia 20005

Pursuant to SIPA, the filing of a claim is complete only upon
receipt of the written claim by SIPC.  Thus, NO CLAIM OF A
CUSTOMER OF NATIONWIDE WILL BE SATISFIED UNLESS IT IS ACTUALLY
RECEIVED BY SIPC ON OR BEFORE FEBRUARY 16, 2005.  

Timely filing and proof of timely filing are the sole
responsibility of the claimant.  In this regard, it is recommended
that you file your claim by mailing it "certified mail - return
receipt requested".  Your receipt will serve as verification that
your claim was received by SIPC.

Dated: August 16, 2004
       Washington, D.C.


NEW WORLD: Registers 957,872 Common Shares with SEC
---------------------------------------------------
New World Restaurant Group, Inc., registers 957,872 shares of
common stock issued, or issuable, upon the exercise of its
warrants held by the selling stockholders.  The selling
stockholders will receive all of the proceeds from the sale of the
shares and the Company will pay all expenses incident to the
registration of the shares under the Securities Act of 1933, as
amended.

The Company's common stock is currently trading in the "pink
sheets" under the symbol "NWRG.PK".  On Nov. 8, 2004, the reported
sale price of the Company's common stock was $1.60 per share.

                        About the Company

New World is a leading company in the quick casual restaurant
industry.  The company operates locations primarily under the
Einstein Bros. and Noah's New York Bagels brands and primarily
franchises locations under the Manhattan Bagel and Chesapeake
Bagel Bakery brands. As of September 28, 2004, the company's
retail system consisted of 456 company-operated locations, as well
as 195 franchised, and 56 licensed locations in 33 states, plus
D.C.  The company also operates a dough production facility.

At Sept. 28, 2004, New World's balance sheet showed a $92,592,000
stockholders' deficit, compared to an $81,866,000 deficit at
Dec. 30, 2003.


NEWAVE INC: Inks New Partnership Agreement with Andale
------------------------------------------------------
NeWave, Inc. (OTC Bulletin Board: NWAV) entered into a new
partnership agreement with Andale, the leading provider of eBay
market intelligence and auction management services to more than
1.5 million online sellers worldwide.

NeWave's wholly owned subsidiary, Auction Liquidator, has been
formed to pursue opportunities within the eBay drop-off arena, and
will be utilizing the services of Andale to manage, create, and
develop the eBay auctions used to sell their customers unwanted
merchandise.  Through Andale and with their patent pending eBay
auction research Market Intelligence TM, Auction Liquidator will
be able to provide its customers with auctions that are thoroughly
researched and designed using technology required to compete in
today's online auction marketplace.

Auction Liquidator's VP of Business Development Luke Padgett
stated, "This partnership provides Auction Liquidator with an
extensive suite of auction management and research services that
have proven to be complete and comprehensive. In [yesterday]'s
drop off market, there are a number of start up companies
operating without the technology, graphical interface, and
reporting necessary to compete on a national scale."  He added,
"Our ability to integrate Andale into our present operations, in
addition to our extensive available customer base and the
unrivaled popularity of eBay, we believe provides us with a
significant advantage towards becoming a leading player in this
new and exciting industry."

                           About Andale   

Andale -- http://www.andale.com/-- is the leading and largest  
provider of auction management, research and analytics services to
auction sellers of all sizes. Through the company's counter
service, Andale's 1.5 million registered users worldwide now drive
more than 80% of all listings on eBay each week. Andale provides
auction sellers with research and analytics services to help them
make "smarter" business decisions and automation tools designed to
help them grow their auction business. Andale's customers are
auction sellers of all types -- from casual sellers to high volume
auction merchants, including small and medium size online
businesses. Andale has secured exclusive technology integration
and distribution partnerships with eBay, the leading online
auction marketplace and PayPal, a leading global online payment
service. Andale has received $61 million in financing from Bowman
Capital Management, Texas Pacific Group (TPG), Tarrant Venture
Partners, Accel Partners, Mohr Davidow Ventures, Oak Hill Venture
Partners and other angel investors. Founded in 1999, Andale is
headquartered in Mountain View, California and has an office in
Bangalore, India.

                        About NeWave, Inc.

NeWave is a direct marketing company, which utilizes the Internet
to maximize the income potential of its customers, by offering a
fully integrated turnkey ecommerce solution.  NeWave's wholly
owned subsidiary Onlinesupplier.com, offers a comprehensive line
of products and services at wholesale prices through its online
club membership.  Additionally, NeWave's technology allows both
large complex organizations and small stand-alone businesses to
create, manage, and maintain effective website solutions for e-
commerce.  To find out more about NeWave (OTC Bulletin Board:
NWAV), visit its Web sites at:

     http://www.newave-inc.com/

     http://www.onlinesupplier.com/and  

     http://www.auctionliquidator.com/  

The Company's public financial information and filings can be
viewed at http://www.sec.gov/

                          *     *     *

As reported in the Troubled Company Reporter's June 8, 2004,
edition, Kabani & Company's report on the Company's consolidated
financial statements for the fiscal years ended December 31, 2003,
and December 31, 2002, included an explanatory paragraph
expressing substantial doubt about NeWave's ability to continue as
a going concern.

These losses have continued in 2004.  For the nine-month period
ending September 30, 2004, NeWave posted a $3,344,334 net loss.


NEWPOWER HOLDINGS: Court Sets Dec. 17 to Hear Underwriters' Claims
------------------------------------------------------------------
On Nov. 9, 2004, NewPower Holdings, Inc., and the underwriters of
the Company's initial public offering filed a joint motion with
the U.S. Bankruptcy Court for the Northern District of Georgia,
Newnan Division, seeking an order approving the settlement of the
underwriters' claims by a lump sum payment of $1,042,128.07 by the
Company.  The Bankruptcy Court has scheduled the hearing on this
motion for Dec. 17, 2004.

NewPower Holdings, Inc., filed for chapter 11 protection on
June 11, 2002 (Bankr. N.D. Ga. 02-10836).  Paul K. Ferdinands,
Esq., at King & Spalding and William M. Goldman, Esq., at Sidley
Austin Brown & Wood LLP, represent the Debtors.  When the Debtors
filed for chapter 11 protection, it reported $231,837,000 in
assets and $87,936,000 in debts.

On August 15, 2003, the United States Bankruptcy Court for the
Northern District of Georgia, Newnan Division, confirmed the
Second Amended Chapter 11 Plan with respect to NewPower Holdings,
Inc., and TNPC Holdings, Inc., a wholly owned subsidiary of the
Company.  On February 28, 2003, the Bankruptcy Court previously
confirmed the Plan, and the Plan has been effective as of
March 11, 2003, with respect to The New Power Company, a wholly
owned subsidiary of the Company.  The Plan became effective on
October 9, 2003 with respect to the Company and TNPC.


NY WATERWAY: Plans to File for Bankruptcy & Sell its Assets
-----------------------------------------------------------
NY Waterway plans to file a chapter 11 or chapter 7 petition to
protect what's left of the company's assets, the Hudson Reporter
said.

NY Waterway, a Weehawken-based company, runs a ferry and excursion
fleet in the New York Harbor.  It runs ferries between:

   -- Weehawken,
   -- Hoboken,
   -- Jersey City, and
   -- New York City.

According to Reporter staff writers Jim Hague and Tom Jennemann,
the company intends to send a letter to its 308 employees that
they will be laid off within the next 60 days.

The Hudson Reporter named two entities that are interested to
assume some of NY Waterway's routes:

   (1) New York Water Taxi:

          -- lower Hoboken
          -- Jersey City

       NY Water Taxi also plans to purchase six ferries from NY
       Waterway.

   (2) Hudson County Improvement Authority:

          -- Weehawken
          -- Hoboken
          -- Jersey City

       HCIA made a provisional plan with lender JP Morgan Chase
       that it would assume the $19 million loan that Chase
       provided to NY Waterway.


OAK TENNESSEE INC: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Oak Tennessee, Inc.
        dba The Oak Rubber Company
        dba Oak Technical
        208 Industrial Parkway
        Tullahoma, Tennessee 37388

Bankruptcy Case No.: 04-17741

Type of Business:  The Company manufactures vinyl gloves.  
                   See http://www.oakgloves.com/

Chapter 11 Petition Date:  November 29, 2004

Court: Eastern District Of Tennessee (Chattanooga)

Judge: R. Thomas Stinnett

Debtor's Counsel: Robert S. Peters, Esq.
                  Swaffford, Peters, Priest & Colvin
                  100 First Avenue, Southwest.
                  Mid-South Bank and Trust Building
                  Winchester, Tennessee 37398
                  Tel: (931) 967-3888

Estimated Assets: Not Available

Estimated Debts: Not Available


PARMALAT USA: Wants Exclusive Filing Period Extended to Jan. 22
---------------------------------------------------------------
Parmalat USA Corporation and its U.S. debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York to
extend the period within which:

   * they have the exclusive right to propose and file Chapter 11
     plans to and including January 22, 2005; and

   * they may solicit acceptances of any plans to and including
     March 28, 2005.

                    Lenders Support Extension

Gary T. Holtzer, Esq., at Weil, Gotshal & Manges, LLP, in New
York, assures the Court that the U.S. Debtors' postpetition
lenders -- General Electric Capital Corporation and Citicorp, N.A.
-- support the requested extension.  GE Capital Public Finance,
Inc., the lessor under the prepetition Master Lease Finance
Agreement with Farmland Dairies, LLC, which agreement governs the
plant equipment at Farmland's Northeast and Michigan facilities,
also agrees to the proposed extension.  

                 GECC Waives November 19 Deadline

The DIP Financing Facility currently provides that if the U.S.
Debtors fail to file a plan acceptable to GECC by Nov. 19, 2004,
or obtain the Court's approval for the disclosure statement by
December 27, 2004, they will no longer be authorized to borrow
funds, use cash collateral, or use any proceeds of their
postpetition loans already received.  Moreover, any obligation of
the Debtors' postpetition lenders to make loans or advances would
be terminated.  Subsequently, GECC has agreed in principle,
subject to documentation, to waive the November 19, 2004,
milestone.

               Extension of Exclusivity is Necessary

According to Mr. Holtzer, the U.S. Debtors have made substantive
progress towards their goal of filing a plan that has the support
of their key creditor constituencies.  Farmland, the Creditors
Committee and GE Public Finance have tentatively reached an
agreement on the terms of a reorganization plan for Farmland.

As for Parmalat USA Corp. and Milk Products of Alabama, L.L.C. --
now known as Farmland Stremicks Sub, L.L.C. -- major elements have
already been worked out among the parties, and the plan and
disclosure statement have been drafted and are currently being
reviewed by, among others, the Creditors Committee, GE Public
Finance and the Debtors' postpetition lenders.

However, the Debtors cannot be certain that the parties-in-
interest will have sufficient time to finish review, comment on,
and negotiate changes to the plan prior to the expiration of the
Exclusive Filing Period.  In addition, in light of the upcoming
holiday season, availability of the Court and the parties-in-
interest will be limited.  The Debtors, therefore, seek an
extension of their Exclusive Periods out of an abundance of
caution.

The Debtors believe that extending the Exclusive Periods will
assure a successful conclusion of their Chapter 11 cases and avoid
the litigation and significant loss of value that is likely to
occur if these Periods were terminated.

Since their chapter 11 filing, the U.S. Debtors have dealt with a
large number of matters on a daily basis, including stabilizing
their businesses and winning back the loyalty of their suppliers,
customers, and employees, and responding to creditor-initiated
legal proceedings and critical operational issues related to their
customers, vendors and certain state regulatory agencies.  The
Debtors also consummated complex transactions like the sale of
substantially all of the assets of one of the Debtors' businesses.

Moreover, the U.S. Debtors' combined prepetition assets of
$335,642,406 and debts of $266,265,795 are sufficiently large to
warrant the modest extension requested.  In addition, due to their
varied locations, the affiliations with a worldwide organization
in the process of its own restructuring, the unique issues
surrounding the three separate U.S. Debtors, and the numerous
players involved, their Chapter 11 cases are complex.  
The size and complexity of the U.S. Debtors' Chapter 11 cases
alone constitute sufficient cause to extend the Exclusive
Periods, Mr. Holtzer says.

The U.S. Debtors assure the Court that they are not seeking the
extension to delay the Chapter 11 process for some speculative
event or to pressure creditors to accede to a plan unsatisfactory
to them.  In fact, an extension of the Exclusive Periods will
allow the Debtors to preserve their value by allowing their
creditors the time necessary to carefully evaluate and negotiate
any objections to their plan.  The Debtors' request is not a
negotiation tactic, but merely a reflection of the fact that their
bankruptcy cases are not yet ripe for the formulation and
confirmation of a viable Chapter 11 plan.  To the contrary, the
extension of the Exclusive Periods will permit the plan process to
move forward in an orderly fashion.

The U.S. Debtors also contends that they have no intention of
discontinuing their dialogue with their constituencies.  The
extension of the Exclusive Periods simply recognizes the reality
of the current circumstances and is not being sought as a
strategic device.  It recognizes that additional time is needed to
provide the Debtors with a full and fair opportunity to propose a
confirmable plan.

Judge Drain will convene a hearing on December 8, 2004, to
consider the Debtors' request.  In a bridge order, Judge Drain
extends the U.S. Debtors' Exclusive Periods until the time a final
order is entered.

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion  
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No.
04-11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  On June 30, 2003, the Debtors listed
EUR2,001,818,912 in assets and EUR1,061,786,417 in debts.
(Parmalat Bankruptcy News, Issue No. 37; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


RCN CORP: Says Merrill Lynch is not Entitled to Payment of Claims
-----------------------------------------------------------------
On Aug. 11, 2004, Merrill Lynch, Pierce, Fenner & Smith,  
Incorporated, filed Claim Nos. 1459 through 1463 against RCN  
Corporation and certain of its subsidiaries.  In September 2004,  
Merrill Lynch filed Claim Nos. 2046 through 2050 against RCN  
Corp.'s subsidiaries.

The Debtors and their non-debtor subsidiaries contend that  
Merrill Lynch is not entitled to payment from their estates.  On
the contrary, Merrill Lynch owes money damages to RCN Corp.

                    Merrill Lynch's Retention

When RCN Corp. engaged Merrill Lynch as financial advisor in  
September 2003, RCN Corp. was in financial distress.  At that  
time, RCN Corp. had maintained an extensive fiduciary  
relationship with Merrill Lynch for over seven years.  This  
included Merrill Lynch structuring RCN Corp. as a public company  
at its genesis and raising hundreds of millions of dollars for  
RCN in debt financing.   

RCN Corp. turned to Merrill Lynch to:

   (a) raise capital;

   (b) effectuate a sale or similar transaction; and

   (c) effectuate a restructuring transaction and create a  
       sustainable debt structure that would allow RCN Corp. to  
       survive and to build its business.

But Merrill Lynch completely failed to perform its contractual  
obligations.

David S. Rosner, Esq., at Kasowitz, Benson, Torres, & Friedman,  
LLP, in New York, tells the U.S. Bankruptcy Court for the Southern
District of New York that Merrill Lynch, instead:

   -- investigated and analyzed RCN Corp.'s business in a
      grossly negligent fashion, which led Merrill Lynch to
      create an unrealistic business plan that did not reflect
      supportable operating projections, and to promote
      extraordinary payments and the execution of a further
      agreement to benefit Merrill Lynch above RCN Corp.'s
      interest;

   -- alienated the creditor constituents Merrill Lynch needed to
      negotiate with to restructure successfully, thereby costing
      RCN Corp. significant goodwill and severely damaging the
      Debtor's ability to reach a consensual restructuring;

   -- adopted a counter productive restructuring strategy that,
      if adopted by RCN Corp.'s creditors, was doomed to fail at
      great additional expense to RCN Corp. and great additional
      damage to the RCN Corp. stakeholders;

   -- materially misrepresented the status and success of its
      restructuring activities to RCN Corp.'s board of directors
      by asserting that it had reached an agreement with an ad
      hoc committee of noteholders when the purported agreement  
      was illusory;

   -- caused RCN Corp.'s board, in reasonable reliance on
      Merrill Lynch's misrepresentation and professional advice,
      to approve actions the board otherwise would not have
      approved if it had been advised truthfully;

   -- promoted its own selfish interests in placing RCN Corp.'s
      subsidiaries, to which it provided no services, at risk of
      payment when it knew that its obligor, RCN Corp., likely
      would need to file for Chapter 11 -- a proceeding in which
      Merrill Lynch also knew it could not act as RCN Corp.'s
      financial advisor;

   -- actually advised in favor of an ill-conceived interest
      payment amounting to approximately 30% of RCN Corp.'s
      unrestricted cash-on-hand to enable Merrill Lynch to obtain
      a contractual claim against RCN Corp.'s likely non-filing
      operating subsidiaries;

   -- intentionally, recklessly, or with gross negligence
      disregarded specific instructions given to it by RCN Corp.
      at a crucial juncture in RCN Corp.'s restructuring, setting
      back further RCN Corp.'s efforts and materially damaging
      RCN Corp.; and

   -- failed to achieve any of the objectives that RCN Corp. had
      hired it to accomplish and which it had promised to
      achieve.

Mr. Rosner asserts that Merrill Lynch further breached its  
fiduciary duties to RCN Corp. by placing its own interests above  
those of RCN.  Because Merrill Lynch was an underwriter of  
certain of the RCN Corp.'s securities, Merrill Lynch could not be  
a "disinterested person" under Section 101(14) of the Bankruptcy  
Code.  Merrill Lynch, therefore, knew that it could not be  
retained by RCN Corp. as its financial advisor once RCN filed for  
Chapter 11 protection.

To extend its engagement and to keep RCN Corp.'s fee payments  
flowing, Merrill Lynch gave RCN Corp. financial advice designed  
to avert a bankruptcy filing, even when bankruptcy was clearly  
RCN Corp.'s best option.  When faced with the prospect that RCN  
might default on a $7.7 million interest payment on some of its  
senior notes, Merrill Lynch sought to postpone unnecessarily  
RCN's inevitable bankruptcy filing by advising it to make the  
interest payment, which Merrill Lynch knew represented over 30%  
of RCN's available cash.

Moreover, Merrill Lynch convinced RCN Corp. to make the interest  
payment by misrepresenting to RCN it had reached a genuine  
settlement with an important creditor constituency, while another  
interest payment on additional senior notes would be due in only  
13 days.

As a result, RCN Corp. made the ill-advised interest payment at a  
time of severe financial distress that provided no added value  
and caused severe liquidity problems.  Merrill Lynch's efforts to  
force the interest payment were designed to forestall a risk of  
bondholders filing an involuntary bankruptcy petition against RCN  
at a time when Merrill Lynch's only obligor was RCN Corp., Mr.  
Rosner says.

In concert with its interest payment demand, Merrill Lynch sought  
a further engagement letter in December 2003 that purported to  
obligate RCN Corp. and each of its subsidiaries for payment of  
Merrill Lynch's fees, including a so-called "success fee" upon  
completion of certain RCN restructurings.  

                      Black Stone Retention

As a direct result of Merrill Lynch's abject failures, self-
dealing and omissions, RCN Corp. was forced to start from scratch  
by hiring new financial advisors to develop realistic business  
and restructuring plans and to restore creditor confidence.  In  
March 2004, RCN Corp. terminated Merrill Lynch for cause and  
retained The Blackstone Group, LP, which successfully coordinated  
a financial restructuring.

                      Merrill Lynch's Claims

Despite its failures, Merrill Lynch filed a proof of claim  
seeking payment of a $9.8 million "success fee" for the currently  
proposed RCN restructuring.  Moreover, Merrill Lynch seeks to  
hold certain RCN subsidiaries liable for costs, notwithstanding  
the fact that RCN's operating subsidiaries were not in financial  
distress and never needed nor received any restructuring services  
from Merrill Lynch.

              Merrill Lynch Not Entitled to Payment

Merrill Lynch, clearly, is not entitled to success fee, Mr.  
Rosner asserts.  The RCN Corp. restructuring is being  
accomplished despite, and not because of, Merrill Lynch.

Furthermore, RCN Corp., which paid Merrill Lynch more than  
$800,000, was severely damaged by Merrill Lynch's breaches of  
contract, breaches of fiduciary duty, gross negligence,  
malpractice and other wrongdoing.

Thus, the Debtors and their Non-Debtor Subsidiaries ask the  
Court:

   (a) to declare that Merrill Lynch is not entitled to payment
       of any fees and, instead, award the Debtors damages in an
       amount to be determined at trial but not less than
       $10 million, together with attorneys fees, and punitive
       damages pursuant to Section 502(b)(1);

   (b) to declare that Merrill Lynch is only entitled to fees
       equal to $5 million, less amounts paid prepetition
       pursuant to Section 502(b)(1);  

   (c) to declare that Merrill Lynch is not entitled to any fees
       or, alternatively, only to those fees that equal the value
       of its services to RCN Corp. pursuant to Sections
       502(b)(4) and 1129(a)(4);

   (d) to declare that Merrill Lynch is liable to RCN Corp. for
       all amounts RCN Corp. paid to it as financial advisor,
       together with interest from the dates of the payment and
       attorneys fees pursuant to Section 548;

   (e) to declare that Merrill Lynch is liable to repay $107,038
       in Preferential Transfers, together with interest from the
       dates of payment and attorneys' fees pursuant to Section
       547;

   (f) to declare that Merrill Lynch is not entitled to payment
       of fees pursuant to Section 502(d);

   (g) to compel payment of damages in an amount to be determined
       at trial of not less than $10 million and attorneys' fees
       for breach of implied covenant of good faith and fair
       dealing;

   (h) for restitution in an amount to be determined at trial and
       attorneys' fees for unjust enrichment;

   (i) to rescind the December 2003 Engagement Letter with
       respect to the Debtors and the Non-Debtor Subsidiaries;

   (j) to declare that the Non-Debtor Subsidiaries have no
       liability to Merrill Lynch on the Claims, under the
       December 2003 Engagement Letter or otherwise; and

   (k) to grant interest, costs, attorneys' fees and expenses as
       permitted by law.

Headquartered in Princeton, New Jersey, RCN Corporation --
http://www.rcn.com/-- provides bundled Telecommunications  
services.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. S.D.N.Y. Case No. 04-13638) on
May 27, 2004.  Frederick D. Morris, Esq., and Jay M. Goffman,
Esq., at Skadden Arps Slate Meagher & Flom LLP, represent the
Debtors in their restructuring efforts. When the Debtors filed for
protection from their creditors, they listed $1,486,782,000 in
assets and $1,820,323,000 in liabilities. (RCN Corp. Bankruptcy
News, Issue No. 15; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


REUNION INDUSTRIES: Annual Stockholders' Meeting Set for Dec. 15
----------------------------------------------------------------
Reunion Industries, Inc., will hold its annual meeting of
stockholders at its office in 11 Stanwix Street, Pittsburgh,
Pennsylvania 15222 on Wednesday, December 15, 2004, at 10:00 A.M.
local time, to:

   -- elect a board of seven directors to serve until the next
      Annual Meeting of stockholders or until their successors are
      elected;

   -- amend the Certificate of Incorporation to increase by 10
      million the number of common shares authorized and eliminate
      preferred shares;

   -- adopt the 2004 Stock Option Plan; and

   -- consider and act upon such other business as may properly be    
      presented to the meeting.

A record of stockholders has been taken as of the close of
business on Nov. 3, 2004, and only those stockholders of record on
that date will be entitled to notice of and to vote at the
meeting.

Based in Pittsburgh, Reunion Industries, Inc. --
http://www.reunionindustries.com/-- manufactures and markets a  
broad range of metal and plastic products and parts, including
seamless steel pressure vessels, fluid power cylinders, leaf
springs, high volume precision plastics products and thermoset
compounds and provides engineered plastics services.  

At Sept. 30, 2004, Reunion Industries' balance sheet showed a
$26,741,000 stockholders' deficit, compared to a $27,755,000
deficit at Dec. 31, 2003.


SITHE/INDEPENDENCE: Solicits Waivers to Avoid Default
-----------------------------------------------------
Sithe/Independence Funding Corporation and Sithe/Independence
Power Partners, L.P., have commenced a waiver solicitation from
the holders of their outstanding 8.50% Secured Bonds due 2007 and
9.00% Secured Bonds due 2013.  As of Nov. 26, 2004, $515,348,000
aggregate principal amount of the Bonds are outstanding.  
Sithe/Independence seeks waivers with respect to potential
defaults or events of default arising from possible failures to
comply with certain technical obligations concerning the deposit
of insurance proceeds and related notice and certification
requirements.  Sithe/Independence believes that it has cured any
potential defaults that may have occurred, but is soliciting
waivers in order to avoid the uncertainty regarding any potential
defaults or events of default.

The Solicitation will expire at 5:00 p.m., New York City time, on
Dec. 9, 2004, unless extended by the Company and the Partnership.
Holders of outstanding Bonds as of the close of business on
Nov. 26, 2004, will be eligible to consent.

Sithe/Independence Funding Corporation is a wholly owned
subsidiary of Sithe/Independence Power Partners, L.P., which owns
the Independence facility, a 1,060MW natural gas fired
cogeneration facility located in Oswego County, New York.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 8, 2004,
Fitch Ratings placed the 'BB' rating of Sithe/Independence Funding
Corporation's secured notes and bonds on Rating Watch Negative.
The rating action follows the recent announcement by Dynegy Inc.
(rated 'CCC+', Outlook Positive by Fitch) of the acquisition of
Sithe Energies, the indirect owner of the Sithe/Independence
project, from Exelon Corp. (rated 'BBB+' by Fitch).  Concurrent
with the acquisition, Exelon will purchase the remaining ownership
interests in Sithe Energies, giving Dynegy 100% ownership of the
Sithe/Independence project.


SOLUTIA INC: Wants to Amend AspenTech Software License
------------------------------------------------------
Solutia, Inc., licenses various software products and obtains
software maintenance services from Aspen Technology, Inc., under a
Standard Software License and Maintenance Agreement dated
September 1, 1992, as amended.  The AspenTech software is
necessary for the operation of Solutia's nylon business, and is
used for manufacturing process modeling.

M. Natasha Labovitz, Esq., at Gibson, Dunn & Crutcher LLP, in New
York, tells the U.S. Bankruptcy Court for the Southern District of
New York that Solutia's current software licenses with AspenTech
will expire on December 31, 2004.  To ensure license availability
to meet its needs, Solutia wants to enter into a License Addendum
with AspenTech, effective December 15, 2004.  The License Addendum
will add additional products to the products that Solutia
currently licenses under the Standard Agreement and will reduce
the overall number of licenses that Solutia uses, thereby
achieving long-term cost savings.

Under the License Addendum, AspenTech will grant Solutia a number
of tokens, an exchangeable software unit or currency, which
Solutia may use to select software from a list of products, each
of which has its own Token value.  Solutia will pay a $1,550,873
one-time license fee, due 30 days after the Effective Date, which
will cover the cost of these Tokens for the five-year term of the
License Addendum, through December 14, 2009.

Solutia believes that entering into a five-year license agreement
for the Software Products is appropriate because the shortest
license term that AspenTech was willing to provide to Solutia was
three years and would have required an upfront payment of almost
as much as is required under a five-year term.  Furthermore, the
Software Products are important to Solutia's nylon business and
are not currently available from another provider on a competitive
cost basis.  Thus, Solutia was faced with a choice between a
three-year or five-year license term.  Since Solutia will save
$124,000 per year with a five-year term rather than a three-year
term, Solutia decided that it makes good business sense to enter
into the License Addendum for a five-year term.

The License Addendum also sets forth Solutia's product selections
for the first year of the License Addendum, through Dec. 14, 2005.  
After the Initial Term, Solutia may increase the number of Tokens
it has by a minimum number of Tokens and add new Software
Products.  Any additional Tokens will be added for the remainder
of the duration of the License Addendum at a per-Token fee set
forth in the License Addendum.  After the first year, Solutia may
also change its current mix of Software Products once per year at
no additional charge.

Ms. Labovitz adds that AspenTech will provide Software Maintenance
Services in connection with the Software Products being licensed.  
Solutia will pay a $60,982 annual maintenance fee, due 30 days
after the Effective Date, for a one-year initial term.  The
maintenance coverage will renew automatically for one-year periods
at an annual fee not to exceed a set percentage of the fee for the
immediately preceding one-year term, unless terminated by Solutia
as of the anniversary of the end of any one-year term.

Solutia seeks the Court's authority to enter into the License
Addendum.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a  
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  (Solutia Bankruptcy News,
Issue No. 27; Bankruptcy Creditors' Service, Inc., 215/945-7000)


STELCO INC: Receives Amended Proposal from GMP Securities
---------------------------------------------------------
Stelco, Inc. (TSX:STE) had received and reviewed an amended
expression of interest from GMP Securities, Inc., in which GMP and
GE Canada Finance, Inc., would propose to serve as the "stalking
horse" in the Company's capital raising process.

The amended proposal was received by the Company late on Friday,
Nov. 26, 2004.  Primary changes include an increase in the total
face amount of the financing package from $1.050 billion to
$1.1 billion and adjustments to the convertible debentures to be
purchased on a bought deal basis.

The amended proposal was reviewed during the weekend by the
Company's Board and Board Restructuring Committee, management, the
Court-appointed Chief Restructuring Officer and the Company's
financial advisors.  It was also reviewed by the Court-appointed
Monitor.

At a Board meeting held on the evening of Nov. 28, 2004, and with
input from its advisors, the Board unanimously concluded that,
while the GMP expressions of interest have contained several
positive features, including some equity value for existing
shareholders, the amended expression of interest is highly
conditional as GMP and GE have not undertaken any significant due
diligence at this point.  This means that it could take some weeks
for all the underlying financial commitments to become firm.  The
Board concluded that the Deutsche Bank commitment should remain
the preferred opening bid against which other proposals would be
evaluated subject to Court approval of the approach proposed by
the Company.

Courtney Pratt, Stelco President and Chief Executive Officer,
said, "We have fully and carefully considered the amended GMP
proposal.  At the end of our review, Stelco's Board was unanimous
in concluding that the Deutsche Bank proposal better meets our
requirements for an opening bid in terms of its timing, certainty
and commitment.

"If the Court approves the process we have proposed, we can
proceed with the capital raising process, in which all interested
bidders will be invited to participate, immediately.  We would
encourage GMP and GE to be a part of that process as we seek to
maximize returns for all of our stakeholders."

Stelco, Inc. -- http://www.stelco.ca/-- which is currently  
undergoing CCAA restructuring proceedings, is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.  Consolidated net sales in
2003 were $2.7 billion.


STELCO INC: Ontario Court Extends Stay Period Until Feb. 11
-----------------------------------------------------------
Stelco, Inc. (TSX:STE) obtained an Order of the Superior Court of
Justice (Ontario) extending the stay period under its Court-
supervised restructuring until February 11, 2005.  This will
provide certainty for the Company and enable it to continue
negotiations with various stakeholders as part of the
restructuring process.

Courtney Pratt, Stelco President and Chief Executive Officer,
said, "The extension of the stay period is good news for all
stakeholders.  It provides stability and enables us to maintain
our focus on running the business while pursuing elements of the
restructuring process."

Stelco, Inc. -- http://www.stelco.ca/-- which is currently  
undergoing CCAA restructuring proceedings, is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.  Consolidated net sales in
2003 were $2.7 billion.


SUBURBAN DODGE-ISUZU-SUZUKI: Creditors Meeting Slated for Dec. 22
-----------------------------------------------------------------
The United States Trustee for Region 10 will convene a meeting of
Suburban Dodge of Berwyn, Inc., dba Suburban Dodge-Isuzu-Suzuki's
creditors at 1:30 p.m., on Dec. 22, 2004, at 227 West Monroe
Street, Room 3340 in Chicago, Illinois.  This is the first meeting
of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Berwyn, Illinois, Dodge-Isuzu-Suzuki --
http://www.suburbandodge.com/-- deals new and used cars.  The  
Company filed for chapter 11 protection on Nov. 18, 2004 (Bankr.
N.D. Ill. Case No. 04-42931).  Michael L. Gesas, Esq., at Gesas,
Pilati, Gesas and Golin, Ltd., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed above $1 million in assets and debts.


SUN HEALTHCARE: Bruce Vladeck Leaves Post as Director
-----------------------------------------------------
Bruce C. Vladeck, Ph.D., resigned from the Board of Directors of
Sun Healthcare Group, Inc., effective Nov. 5, 2004.

As reported in the Troubled Company Reporter on Nov. 22, 2004, Sun
Healthcare disclosed that Chief Financial Officer and Executive
Vice President Kevin Pendergest will be leaving the Company at
year end in order to pursue other interests.  The Company expects
to have a new CFO in place by year end or shortly thereafter.  Mr.
Pendergest will assist the Company in its transition to its new
CFO.  If there is any gap between Mr. Pendergest's departure and
the start date for the new CFO, Jennifer Botter, the Company's
corporate controller and senior vice president, will serve as
interim CFO.  Ms. Botter has had responsibility for the day-to-day
accounting and financial functions of the Company during its
restructuring.  Her efforts in that regard enabled Mr. Pendergest
to focus upon the restructuring.

                        About the Company

Sun Healthcare Group, Inc., with executive offices located in
Irvine, California, owns SunBridge Healthcare Corporation and
other affiliated companies that operate long-term and postacute
care facilities in many states. In addition, the Sun Healthcare
Group family of companies provides therapy through SunDance
Rehabilitation Corporation, medical staffing through CareerStaff
Unlimited, Inc., home care through SunPlus Home Health Services,
Inc., and medical laboratory and mobile radiology services through
SunAlliance Healthcare Services, Inc.

At September 30, 2004, Sun Healthcare's revised balance sheet
showed a $119,041,000 stockholders' deficit, compared to a
$166,398,000 deficit at December 31, 2003.


THERMADYNE HOLDINGS: Amends Senior Credit Facility
--------------------------------------------------
Thermadyne Holdings Corporation (OTC:THMD) has completed a Second
Amended and Restated Credit Agreement.  The principal changes to
the existing credit facility terms provided for in this amendment
include revising the determination of the borrowing base from a
cash flow-based formula to an asset-based formula, an increase in
the total commitment amount from $70 million to $91.3 million, an
extension of the maturity to five years and reduced interest
rates.  

"In addition to lower interest rates, a longer term maturity and
additional availability, the agreement also provides improved
operational flexibility," said Mr. Paul D. Melnuk, Chairman and
Chief Executive Officer.  "Relating the amount available to the
level of our operating assets will generate additional borrowing
capacity during periods of increased demand as we have experienced
in 2004 when investments in working capital are typically
greater," he added.

Thermadyne, headquartered in St. Louis, Missouri, is a leading
global marketer of cutting and welding products and accessories
under a variety of brand names including Victor(R), Tweco(R) /
Arcair(R), Thermal Dynamics(R), Thermal Arc(R) , Stoody(R),
GenSet(R) and Cigweld(R).  Its common shares trade on the OTC
Bulletin Board under the symbol THMD.  For more information about
Thermadyne, its products and services, visit the Company's Web
site at http://www.Thermadyne.com/

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 22, 2004,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to St. Louis, Mo.-based Thermadyne Holdings Corp.  
The outlook is stable.  At the same time, Standard & Poor's
assigned a 'B-' rating to the firm's $165 million senior
subordinated notes, due 2014, to be issued in accordance with SEC
Rule 144A and with registration rights.  Proceeds from the
offering, together with a new $20 million bank term loan, will be
used to redeem the firm's existing term loan.  


TOTAL IDENTITY: Plans to Reduce More Plants to Increase Profits
---------------------------------------------------------------
Total Identity Corp.'s (OTCBB:TIDC) wholly owned subsidiary, Total
Identity Group, has earned $65,000 for the month of October and
plans on further plant reductions to lower overhead and increase
profits.

TIG's ability to earn $65,000 for the month of October and record
earnings for two consecutive months is due to the changes
implemented at the Total Identity Group facility in Rochester, New
York that have reduced operating expenses substantially.  TIC has
taken steps to improve collections of its receivables, getting
deposits with orders, and ensuring that all projects accepted meet
a minimum profit threshold.  The results of these changes have
allowed TIG to reduce its vendor payables by $300,000 in October
to its lowest level in five months.  TIG has negotiated new terms
with vendors and increases to credit lines that will help increase
monthly cash flow.

TIG will, as of December 1st, no longer be acting as a finance
facilitator for installation costs of its signs.  TIG installation
subcontractors will be paid directly by the customer not by TIG as
has been the case.  This move will allow TIG to not have pay out
roughly $150,000 a month for installation costs upfront prior to
collections, which in turn will give TIG better use of monthly
cash flow, while reducing monthly liabilities.

                       Board Resignations

Neil Dolgin has resigned from the Board due to prior obligations
and has been weighing resigning for a while.  Mr. Dolgin has
served on the Board since April of 2003.  Dr. Martin Peskin has
resigned from the Board as well also sighting personal reasons
which will affect his ability to be available for meetings.  Dr.
Peskin has served on the Board since August of 2003. Both members
are substantial shareholders and have made loans to the Company
when needed.

TIC was informed on Wednesday that M&T has asserted their rights
under a default notice issued to the former owner, Mr. Bob David,
in December of 2003 and have withdrawn approximately $200,000 from
the TIG bank accounts to be used as an offset against the
outstanding loans, which has reduced the overall TIG debt to M&T
to about $800,000 from $1,400,000 when TIC purchased TIG.  This
caused a six hour interruption in operations on Wednesday and a
delay in payroll.  The Company will resume operations on Monday
after the holiday weekend the payroll service used by TIG will
process payroll for the week ending November 26th on December 1st
TIG is continuing negotiating with several lenders to replace M&T.

The default notice was a result of the transaction entered into
between Mr. Bob David and TIC.  The default notice was issued to
Mr. David by his actions which have been disclosed in previous
filings, which he hid from TIC while acting as an officer of the
company.  TIC has filed an arbitration case with AAA against Mr.
David for Fraud and against Argilus LLC for fraudulent inducement
by indicating financing was available to TIC if it simply settled
its case with Mr. David.

TIC has negotiated a restructuring of a loan that matured with
Mercantile Bank.  The new term loan is for 12 months with a
balloon payment for the balance and carry's a six percent interest
with principal and interest payments of $10,000 per month.  This
loan which matured on October 10, 2004 was an interest only loan
which was negotiated in May by Argilus and the former management
of TIG. TIC has been working with Mercantile since the maturity to
restructure the loan and is pleased to work out a mutually
agreeable solution.

Matthew P. Dwyer, CEO of TIC, stated "We are pleased to have back
to back months of profits averaging $70,000 a month as previously
projected.  With continued savings and measures to reduce costs we
look to increase the profit earned per month.  With respect to M&T
as we have disclosed we have been working with M&T to enter into a
stand still agreement and had offered the bank $410,000 in
exchange for a 90 stand still agreement, we will continue to
pursue alternative financing while working with the bank to remove
them as the primary lender of TIG."

                            About TIC

Total Identity Corp. is executing its strategic plan to accumulate
market share within the $13 billion signage industry with the goal
of becoming the place for corporate America to go for their custom
sign needs. TIC initial plans are to acquire various plants
located on the Eastern seaboard giving TIC a strong presence along
the East Coast through the Midwest. TIC is growing through
acquisition, and as such, is pursuing opportunities with various
independently owned sign companies that will allow TIC to absorb
their operations consolidate S, G&A and in some cases shift
operations to its existing plant that has the capacity to generate
$40 million a year in revenues by adding additional shifts.

At March 31, 2004, Total Identity Corp.'s balance sheet showed a
$290,980 stockholders' deficit, compared to a $835,179 deficit at
December 31, 2003.


TOWER AUTOMOTIVE: Tommy Pitser Retires as Vice President
--------------------------------------------------------
Effective November 12, 2004, Tommy G. Pitser retired as Vice
President and Leader of North American Operations of Tower
Automotive, Inc.

Tower Automotive, Inc., now headquartered in Novi, Michigan, is a
Tier 1 supplier of structural components and assemblies for
automotive manufacturers.  Annual revenues approximate $3.0
billion.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 24, 2004,
Moody's Investors Service placed all of the debt ratings
pertaining to Tower Automotive, Inc., and its wholly owned
subsidiary, R.J. Tower Corporation, on review for possible
downgrade.  Moody's additionally affirmed Tower's weak SGL-4
speculative grade liquidity rating.

These ratings were placed on review for possible downgrade:

   -- B1 rating for RJ Tower's $425 million of guaranteed first-
      lien senior secured credit facilities, consisting of:

         * $50 million revolving credit facility due May 2009;

         * $375 million term loan B due May 2009;

   -- B2 rating for RJ Tower's $155 million guaranteed second-lien
      senior secured synthetic letter of credit term loan
      facility;

   -- B3 rating for RJ Tower's $258 million of 12% guaranteed
      senior unsecured notes due June 2013;

   -- B3 rating for RJ Tower's Euro 150 million of 9.25%
      guaranteed senior unsecured notes due August 2010;

   -- Caa3 rating for Tower Automotive Capital Trust's
      $258.75 million of 6.75% guaranteed trust convertible
      preferred securities due June 2018;

   -- B2 senior implied rating for Tower; and

   -- Caa2 senior unsecured issuer rating for Tower.

Tower's $125 million of unguaranteed convertible senior unsecured
debentures at the holding company level are not rated by Moody's.


TRANS ENERGY: Completes Pact to Purchase 229 Wells from TETCO
-------------------------------------------------------------
On Nov. 5, 2004, Trans Energy, Inc., finalized an agreement with
Texas Energy Trust Company, a Delaware Business Trust with offices
in Irving, Texas, whereby Trans Energy acquired from TETCO certain
oil and gas leases and leasehold interests located in Wetzel and
Marion Counties, West Virginia, and other assets.  The parties had
previously entered into a preliminary agreement on Sept. 29, 2004.

The acquisition was accomplished by Trans Energy's wholly owned
subsidiary, Prima Oil Company, Inc., Trans Energy acquiring from
TETCO 100% of the issued and outstanding shares (2,100 shares) of
Cobham Gas Industries, Inc.  Under the terms of the agreement,
Trans Energy is acquiring certain wells, leases, pipelines, gas
purchase agreements, oil hauling agreements, equipment, right of
ways and other miscellaneous items related to the leases located
in West Virginia.  A total of 229 wells are being acquired, of
which 98 are currently producing, located on approximately 15,000
leased acres.  Among the assets acquired are certain vehicles and
heavy equipment and various other drilling equipment.

In consideration for the acquired property, Trans Energy is paying
a purchase price of $1,975,058, of which approximately 25% is
being paid in cash and the balance in shares of restricted Trans
Energy common stock.  Of the total cash payment of $489,264, an
initial payment of $250,000 was paid at the closing, with the
remaining balance to be paid quarterly in equal installments of
$59,816 beginning Jan. 1, 2005, with the final payment due Oct. 1,
2005.

In connection with the transaction reported, Trans Energy has
agreed to issue to Texas Energy Trust Company 244,633 "post-split"
shares of Trans Energy's authorized, but previously unissued
common stock. The post-split amount is based on Trans Energy
effecting its proposed one share for 150 shares reverse stock
split of its current outstanding shares.  The shares will not be
issued until after the split has been finalized and are valued at
$1,485,794.

The issuance of the Trans Energy shares in connection with the
acquisition of assets is to be made in an isolated, private
transaction to an informed investor having knowledge of Trans
Energy and its business.  Accordingly, the transaction is
considered exempt from registration under the Securities Act of
1933 pursuant to Section 4(2) of that Act.

                        About the Company

Trans Energy, Inc., transports, markets and produces natural oil
and gas.  The Company also conducts exploration and development
activities.  It owns interest in seven oil and gas wells in West
Virginia and owns an interest in seven oil wells in Wyoming that
it does not operate.  It also owns and operates over 100 miles of
three-inch, four-inch and six-inch gas transmission lines located
in West Virginia.

At Sept. 30, 2004, Trans Energy's balance sheet showed a
$5,632,981 stockholders' deficit, compared to a $5,430,033 deficit
at Dec. 31, 2003.


TRAVIS BOATS: Inks Merger Agreement with Tracker Marine
-------------------------------------------------------
Travis Boats & Motors, Inc. (Nasdaq: TRVS) entered into a merger
agreement to be acquired by Tracker Marine, LLC, a Springfield,
Missouri-based manufacturer of pleasure boats, through the merger
of its subsidiary, TMRC, LLP into Travis.

Under the terms of the merger agreement, which was approved by
Travis' Board of Directors based on the unanimous recommendation
of a Special Committee of the Board comprised solely of
independent directors, Travis will be acquired by Tracker, in a
one-step merger transaction, for $0.40 per share of common stock,
in cash.  In making its recommendation, the Special Committee
relied upon, among other things, the opinion of Davenport &
Company, LLC, the Special Committee's independent financial
advisor, that the consideration to be received by the public
shareholders of Travis in the contemplated merger is fair from a
financial point of view.

Upon consummation of the merger, which is expected to occur during
January 2005, Travis, as the surviving corporation, will become a
wholly owned subsidiary of Tracker and its common stock will no
longer be publicly traded.  The closing of the transaction is
subject to certain terms and conditions customary for transactions
of this type, including the approval of the holders of a majority
of the outstanding common stock and of the Series A Preferred
Stock, voting as a separate class.  The affirmative vote of a
majority of shares held by shareholders other than TMRC and its
affiliates is also required.

TMRC is the holder of all of the outstanding 80,000 shares of the
Series A Preferred Stock of Travis.  These shares of Series A
Preferred Stock have general voting power representing
approximately 42% of the total general voting power of Travis.
Kenneth N. Burroughs, a director of Travis, is the president of
TMRC and its parent, Tracker Marine.  Under separate agreement,
TMRC has agreed to vote its shares in favor of the contemplated
merger transaction.

In tandem with the merger negotiations, Travis has negotiated with
its senior inventory lender and has obtained certain
accommodations with respect to its current credit facilities in
order to complete the merger.  These accommodations include, among
other things, the forbearance by the senior inventory lender from
exercising certain default-related rights against Travis with
respect to certain defaults currently existing under the current
credit facilities, the amendment of the borrowing base to provide
more borrowing flexibility thereunder and the limitation on
Travis' working capital expenditures.  Travis also signed an
agreement with Tracker to provide working capital to Travis prior
to the closing of the merger.

Travis Boats & Motors, Inc., is a leading multi-state superstore
retailer of recreational boats, motors, trailers and related
marine accessories in the southern United States.  The Company
operates store locations in Texas, Arkansas, Oklahoma, Louisiana,
Alabama, Tennessee, Mississippi, Georgia and Florida under the
name Travis Boating Center.  The Company's Web site is
http://www.travisboatingcenter.com/

                          *     *     *

On February 13, 2004, Travis Boats & Motors, Inc., a Texas
corporation, received notice from Ernst & Young LLP that it
declined to stand for reelection as the independent accountants of
the Company.  The Company, based on meetings with its Audit
Committee and Ernst & Young, agrees with this action.

Ernst & Young's reports for the fiscal years ended September 30,
2003, and 2002, each contained a "going concern" qualification.

As of February 20, 2004, the Board of Directors of the Company was
in the process of interviewing potential candidates to replace
Ernst & Young as independent auditor.


TRUMP HOTELS: Gets Interim OK to Pay Undisputed Unimpaired Claims
-----------------------------------------------------------------
Trump Hotels & Casino Resorts, Inc., and its debtor-affiliates'
chapter 11 cases are the culmination of a lengthy and
comprehensive process designed to restore financial vitality to
the Debtors while at the same time providing appropriate treatment
for their creditors.  The Debtors believe that allowing for a
"seamless" transition into and through bankruptcy will preserve
the value upon which the Restructuring Support Agreement is
predicated.

"A fundamental aspect of the Debtors' efforts to minimize business
disruption during these cases is the Debtors' ability to maintain
and develop their relationships with important parties who supply
goods and provide services to the Debtor, such as vendors,
suppliers, customers and consultants," Mark A. Broude, Esq., at
Latham & Watkins, LLP, in New York, relates.  "The perception and
understanding of this chapter 11 proceeding by these parties is
vital to the success of the Debtors' reorganization efforts."  

Because these relationships will contribute to the continued
successful operation of the Debtors' businesses during and after
these bankruptcy cases, and because the Debtors' unsecured
creditors are unimpaired under the terms of the Restructuring
Agreement, the Debtors seek the authority of the U.S. Bankruptcy
Court for the District of New Jersey, pursuant to Sections 105(a)
and 363 of the Bankruptcy Code, to pay in full in the ordinary
course of business undisputed prepetition claims -- the Unimpaired
Claims.

The Debtors will bring current all amounts that were past due as
of their bankruptcy filing.  The Debtors estimate that they owe
$24.7 million in Unimpaired Claims.  In any event, the Debtors
will pay no more than $35 million in Unimpaired Claims.

The Debtors consulted the Bondholders that have executed the
Restructuring Support Agreement, and all those Bondholders have
agreed to the Debtors' request.  Moreover, the Office of the
United States Trustee has also indicated that it does not object
to the Debtors' request.

In an effort to proceed as expeditiously as possible toward
confirmation, the Debtors will file a plan of reorganization and
disclosure statement shortly after the Petition Date.

                          *     *     *

Judge Wizmur grants the Debtors' request on an interim basis.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., through its subsidiaries, owns and operates four
properties and manages one property under the Trump brand name.
The Company and its debtor-affiliates filed for chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Robert A. Klymman, Esq., Mark A. Broude, Esq.,
John W. Weiss, Esq., at Latham & Watkins, LLP, and Charles
Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N. Stahl,
Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano, P.A.,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
more than $500 million in total assets and more than $1 billion in
total debts.


TRUMP HOTELS: Wants to Fix Jan. 3 as General Bar Date
-----------------------------------------------------
In order for Trump Hotels & Casino Resorts, Inc., and its debtor-
affiliates to complete their reorganization process and make
distributions under any plan of reorganization confirmed in these
cases, they must obtain complete and accurate information
regarding the nature, validity and amount of all claims that will
be asserted in these cases.

Pursuant to Section 501 of the Bankruptcy Code, and Rules 2002 and
3003(c)(3) of the Federal Rules of Bankruptcy Procedure, the
Debtors ask the U.S. Bankruptcy Court for the District of New
Jersey to:

    (a) establish the bar dates and related claims procedures; and

    (b) approve the form and manner of notice of the Bar Dates.

Bankruptcy Rule 3003(c)(3) requires the Court to fix a time within
which proofs of claim must be filed.  The Debtors anticipate that
they, through their proposed claims agent, The Trumbull Group,
LLC, will serve upon all known entities holding prepetition
claims, notice of the Bar Dates and a proof of claim form within
10 business days after the Court establishes the Claim Bar Dates.

                          General Bar Date

The Debtors ask the Court to establish January 3, 2005, as the
last day by which all entities holding prepetition claims, other
than governmental units, must file proofs of claim.

                        Government Bar Date

While Section 502(b)(9) of the Bankruptcy Code states that a proof
of claim filed by a governmental unit is deemed timely if it is
filed within 180 days after the bankruptcy petition date, the
Debtors expect that their plan of reorganization will be confirmed
and become effective much sooner than that date.  Therefore, the
Debtors ask Judge Wizmur to establish February 2, 2005, as the
last day for all governmental units holding prepetition claims
against the Debtors to file proofs of claim.

                         Rejection Bar Date

The Debtors anticipate that certain entities may assert claims in
connection with the Debtors' rejection of executory contracts and
unexpired leases pursuant to Section 365 of the Bankruptcy Code.

For any claim relating to the Debtors' rejection of an executory
contract or unexpired lease, which the Court approves pursuant to
an order entered prior to confirmation of a plan of
reorganization, the Debtors ask the Court to establish the latest
of:

    -- the date set forth in any order authorizing the Debtors'
       rejection of an executory contract or unexpired lease;

    -- the General Bar Date; and

    -- 30 days after the entry of a Rejection Order,

as the last day for filing rejection claims.

                        Persons and Entities
                     Not Required to File Claims

These persons or entities need not file proofs of claim:

    (a) any entity that already has properly filed a proof of
        claim against the Debtors;

    (b) any entity:

           -- whose claim against the Debtors is not listed as
              disputed, contingent or unliquidated in the
              Debtors' Schedules of Liabilities; and

           -- that agrees with the nature, classification and
              amount of its claim as identified in the Schedules;

    (c) any entity whose claim against the Debtors previously has
        been allowed by, or paid pursuant to, a Court order;

    (d) any subsidiary or affiliate of the Debtors which itself is
        a debtor in these bankruptcy proceedings;

    (e) any individual holder of debt securities issued by the
        Debtors; and

    (f) Donald J. Trump, provided that in the event that the Court
        fails to confirm a plan or plans of reorganization that
        allows and resolves all of Mr. Trump's claims against, and
        interests in, one or more of the Debtors, that he will
        have until the date that is 30 days after the hearing to
        consider confirmation of the Debtors' plan, to file a
        claim in these cases.

Any entity holding an interest in the Debtors, which interest is
based exclusively on:

    -- the ownership of common stock in a corporation;

    -- a general or limited partner interest in a limited
       partnership; or

    -- warrants or rights to purchase, sell or subscribe to
       the security or interest,

need not file a proof of interest on or before the General Bar
Date; provided, however, that Interest Holders that wish to assert
claims against the Debtors that arise out of or relate to the
ownership or purchase of an Interest, must file proofs of claim on
or before the General Bar Date.

                      Bar Date Notice Package

The Debtors intend to serve on all known entities holding
prepetition claims:

    (a) a notice of the Bar Dates; and

    (b) a proof of claim form substantially in the form of
        Official Form No. 10.

Proofs of claim must be delivered in person, by courier service,
or by mail.  Proofs of claim submitted by facsimile or e-mail will
not be accepted.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., through its subsidiaries, owns and operates four
properties and manages one property under the Trump brand name.
The Company and its debtor-affiliates filed for chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Robert A. Klymman, Esq., Mark A. Broude, Esq.,
John W. Weiss, Esq., at Latham & Watkins, LLP, and Charles
Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N. Stahl,
Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano, P.A.,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
more than $500 million in total assets and more than $1 billion in
total debts.


TRUMP HOTELS: Asks Court to Appoint Trumbull as Claims Agent
------------------------------------------------------------
Trump Hotels & Casino Resorts, Inc., and its debtor-affiliates ask
Judge Wizmur to appoint The Trumbull Group, LLC, to:

    (a) serve as the U.S. Bankruptcy Court for the District of
        New Jersey's noticing agent to mail notices to certain
        of the estate's creditors and other parties-in-interest;

    (b) provide computerized claims, objection and balloting
        database services;

    (c) provide expertise and consultation and assistance in claim
        and ballot processing and with the dissemination of other
        administrative information related to the Debtors' Chapter
        11 cases; and

    (d) serve as claims and balloting agent in these Chapter 11
        cases.

The Debtors have identified more than 30,500 creditors, potential
creditors and other parties-in-interest to whom certain notices,
including notice of the commencement of the Chapter 11 cases must
be sent.  Francis X. McCarthy, Jr., THCR/LP Corporation's Chief
Financial Officer, asserts that given the number of parties
involved in the Debtors' cases, it would be extremely burdensome
for the Clerk of the Bankruptcy Court to efficiently and
effectively docket and maintain the extremely large number of
proofs of claim that likely will be filed.  The sheer magnitude of
the Debtors' creditor body makes it impracticable for the Clerk to
undertake that task and send notices to the creditors and other
parties-in-interest.

The Debtors believe that the most effective and efficient manner
by which to accomplish the process of processing, docketing,
maintaining, photocopying and transmitting proofs of claim is to
engage an independent third party to act as an agent of the Court.

The Debtors also expect that the solicitation of votes on their
reorganization plan will necessitate the forwarding of ballots,
disclosure statements, and related solicitation materials to
thousands of creditors, as well the accurate recordation and
tabulation of the numerous ballots that are returned by the
creditors.

Mr. McCarthy relates that Trumbull is a data processing firm that
specializes in noticing, claims processing, and other
administrative tasks in Chapter 11 cases.  Trumbull has acted as
claims and balloting agent and assisted and advised numerous
Chapter 11 debtors in connection with noticing, claims
administration and reconciliation, and administration of plan
votes.

As Claims Agent, Trumbull will:

    (a) prepare and serve required notices in these Chapter 11
        cases, including:

        * notice of the commencement of these Chapter 11 cases and
          the initial meeting of creditors pursuant to Section
          341(a) of the Bankruptcy Code;

        * notice of any claims bar date;

        * notice of any objections to claims;

        * notice of any hearings on a disclosure statement and
          confirmation of a reorganization plan, together with
          related objection deadlines; and

        * any other notices as the Debtors or the Court may deem
          necessary or appropriate for an orderly administration
          of these Chapter 11 cases;

    (b) file with the Court a certificate or affidavit of service
        with respect to any notice, within five business days of
        serving the notice, that includes:

        -- a copy of the notice served;

        -- an alphabetical list of persons upon whom the notice
           was served; and

        -- the date and manner of service;

    (c) maintain copies of all proofs of claim and proofs of
        interest filed with the Clerk in these cases;

    (d) maintain official claims registers in these cases by
        docketing all proofs of claim and proofs of interest in a
        claims database that includes these information for each
        claim or interest asserted:

        * the name and address of the claimant or interest holder
          and any agent, if the proof of claim or proof of
          interest was filed by an agent;

        * the date the proof of claim or proof of interest was
          received by the Court;

        * the claim number assigned to the proof of claim or proof
          of interest; and

        * the asserted amount and classification of the claim;

    (e) implement necessary security measures to ensure the
        completeness and integrity of the claims registers;

    (f) transmit to the Clerk of the Court a copy of the claims
        registers on a weekly basis, unless requested by the Clerk
        of the Court on a more or less frequent basis;

    (g) maintain an up-to-date mailing list for all entities that
        have filed proofs of claim or interest in these cases and
        make the list available upon request to the Clerk of the
        Court or, at the expense of the requesting party, to any
        party-in-interest;

    (h) provide access to the public during regular business
        hours, without charge, for examining copies of the proofs
        of claim or interest filed in these cases;

    (i) record all transfers of claims pursuant to Rule 3001(e) of
        the Federal Rules of Bankruptcy Procedure and provide
        notice of these transfers to the extent required;

    (j) comply with applicable federal, state, municipal and local
        statutes, ordinances, rules, regulations, orders and other
        requirements;

    (k) provide temporary employees to process claims, as
        necessary;

    (l) promptly comply with further conditions and requirements
        as the Clerk or the Court may at any time prescribe;

    (m) provide other claims processing, noticing, balloting, and
        related administrative services as may be requested by the
        Debtors; and

    (n) assist the Debtors with, among other things, the
        preparation of their schedules of assets and liabilities,
        statements of financial affairs and master creditor lists
        and any amendments, and the reconciliation and resolution
        of claims, the preparation, mailing and tabulation of
        ballots of certain creditors for the purpose of voting on
        a reorganization plan, and the distribution of funds to
        certain creditors in accordance with the reorganization
        plan.

Trumbull's fees and expenses incurred in performance of its
services will be treated as an administrative expense of the
Debtors' Chapter 11 estate and will be paid by the Debtors in the
ordinary course of business.

Lorenzo Mendizabal, President of Trumbull, assures the Court that
the firm does not hold or represent any adverse interest to the
Debtors, and is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., through its subsidiaries, owns and operates four
properties and manages one property under the Trump brand name.
The Company and its debtor-affiliates filed for chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Robert A. Klymman, Esq., Mark A. Broude, Esq.,
John W. Weiss, Esq., at Latham & Watkins, LLP, and Charles
Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N. Stahl,
Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano, P.A.,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
more than $500 million in total assets and more than $1 billion in
total debts.


TXU CORP: Closes $3.5 Billion Debt Issuance via Private Placement
-----------------------------------------------------------------
TXU Corp. (NYSE: TXU) has closed the sale of $3.5 billion of
senior notes with registration rights in a private placement
transaction.

The $3.5 billion of senior notes included:

   -- $1 billion principal amount of 4.80% Series O Senior Notes
      due 2009,

   -- $1 billion principal amount of 5.55% Series P Senior Notes
      due 2014,

   -- $750 million principal amount of 6.50% Series Q Senior Notes
      due 2024, and

   -- $750 million principal amount of 6.55% Series R Senior Notes
      due 2034.

Interest on each of the series of notes accrues from the date of
original issuance and is payable semi-annually on May 15 and
November 15 of each year beginning May 15, 2005.  Proceeds from
the sale were used to repurchase shares of TXU Corp. common stock
as previously announced and for other general corporate purposes.  
TXU Corp. may redeem some or all of the notes at any time at the
respective "make-whole" price specified in the offering
memorandum.

This release does not constitute an offer to sell or the
solicitation of an offer to buy securities.  The offering was made
only to qualified institutional buyers and to certain non-US
persons under Regulation S under the Securities Act of 1933.  The
notes offered have not been registered under the United States
federal or state securities laws and may not be offered or sold in
the United States absent registration or an applicable exemption
from the registration requirements.

                        About the Company

TXU Corp. -- http://www.txucorp.com/-- a Dallas-based energy  
company, manages a portfolio of competitive and regulated energy
businesses in North America, primarily in Texas.  In TXU Corp.'s
unregulated business, TXU Energy Retail provides electricity and
related services to more than 2.5 million competitive electricity
customers in Texas, more customers than any other retail electric
provider in the state.  TXU Power owns and operates over 18,300
megawatts of generation in Texas, including 2,300 MW of nuclear-
fired and 5,837 MW of lignite/coal-fired generation capacity.  The
company is also the largest purchaser of wind-generated
electricity in Texas and among the top five purchasers in North
America.  TXU Corp.'s regulated electric distribution and
transmission business, TXU Electric Delivery Company, complements
the competitive operations, using asset management skills
developed over more than one hundred years, to provide reliable
electricity delivery to consumers.  TXU Electric Delivery operates
the largest distribution and transmission system in Texas,
providing power to 2.9 million electric delivery points over more
than 98,000 miles of distribution and 14,000 miles of transmission
lines.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 12, 2004,
Fitch Ratings affirmed the senior unsecured and preferred stock
ratings of TXU Corp. at 'BBB-' and 'BB+', respectively. The
Ratings Outlook for TXU Corp. is Stable.


UAL CORP: Bankruptcy Court Blocks Creditors from Seizing 14 Planes
------------------------------------------------------------------
The Honorable Eugene Wedoff of the United States Bankruptcy Court
for the Northern District of Illinois issued a temporary
restraining order barring a group of creditors, which controls
about one-third of United Airline's fleet, from repossessing up to
eight Boeing 767s and six 737s this week.

The Company had argued that the creditors, represented by Chapman
and Cutler LLP, violated antitrust laws by negotiating as a group
instead of as individual leaseholders, AP Online reported.

"We obviously are pleased with the judge's ruling against this
undue, unfair pressure," UAL Corp's CFO Jake Brace told Lynne
Marek of Bloomberg News.

United previously announced its plan to reduce its costs at
competitive levels.  As reported in the Troubled Company Reporter
on Oct. 8, 2004, the company is on track to achieve $5
billion in annual cost improvements by 2005.  In addition to
the savings from a potential termination and replacement of
pensions, United is targeting more than $1 billion in
additional annual savings.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier. The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts. When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.


UAL CORP: Objects to U.S. Bank's Move to Compel Lease Payments
--------------------------------------------------------------
As trustees to certain aircraft leases, U.S. Bank, the Bank of New
York and Wells Fargo Bank ask the U.S. Bankruptcy Court for the
Northern District of Illinois to compel UAL Corp. and its debtor-
affiliates to pay certain obligations.

The Trustees seek allowance and immediate payment of these  
administrative expenses:

   (a) under Section 503(b)(1)(A), compensation for rent due
       under the applicable leases for use of the Rejected
       Aircraft during the first 59 days of the Chapter 11 cases;

   (b) under Section 365(d)(10), compensation for rent due under  
       the leases accruing from the 60th day postpetition to the  
       date of rejection;

   (c) under Section 365(d)(10), compensation for breaches of  
       return conditions under the leases;

   (d) under the Interim Adequate Protection Stipulations,  
       compensation for breaches of return conditions;

   (e) under Section 503(b)(1)(A), compensation for maintenance
       burn from the Petition Date to the effective date of
       rejection, or alternatively under Section 363(e), adequate
       protection; and

   (f) for Section 1110(a) Rejected Aircraft, compensation for  
       unperformed obligations owed under the leases.

Between May 23, 2003, and May 1, 2004, the Debtors rejected many  
aircraft leases in which the Trustees held interests.  The  
Debtors returned some of the Rejected Aircraft in "completely run  
out condition," forcing the Trustees to spend millions of dollars  
to make them airworthy and suitable for sale.  Otherwise, the  
Trustees would have had to accept artificially low prices.  The  
Debtors should be required to compensate the Trustees.  Any other  
result would grant the Debtors an unwarranted windfall in  
violation of the Bankruptcy Code.

James E. Spiotto, Esq., at Chapman & Cutler, asserts that the
Debtors should also be directed to satisfy their obligations  
arising under the Rejected Leases from the Petition Date through  
the Rejection Date.  The Order should include payments due under  
the terms of the Rejected Leases and any damages accruing as a  
result of the inappropriate condition of the aircraft upon  
return.  The Order should include administrative expense and  
adequate protections payments to compensate the Trustees for  
maintenance burn.

It is clear that a benefit was conferred on the estates through  
the Debtors' continued use of the Rejected Aircraft.  The Debtors  
would have rejected the Aircraft leases earlier if they did not  
want the benefits.

The Rejected Aircraft and Claim Amounts are:

        Aircraft Tail No.              Rent Claim Amount
        -----------------              -----------------
              N172UA                      $12,075,989     
              N185UA                        3,813,270
              N186UA                        4,308,220
              N189UA                        4,209,487
              N190UA                        9,640,281
              N191UA                        4,484,014  
              N192UA                       12,140,187      
              N196UA                       12,075,989
              N354UA                        1,379,414
              N355UA                        1,379,414
              N356UA                        1,379,414   
              N357UA                        1,379,414  
              N358UA                        1,841,883
              N359UA                        1,842,278
              N360UA                        1,142,734  
              N361UA                        1,142,734
              N767UA                        8,296,766
              N766UA                        4,089,026
                                       -----------------
              Total                       $87,345,548

In addition, the Trustees seek $127,789,787 in Return Conditions  
and Maintenance Burn Claims, for a total of $215,315,335.

                            Objections

(1) Debtors

The Trustees, on behalf of themselves and the Controlling  
Parties, have decided to "revive their efforts to saddle the  
Debtors' estates with massive administrative liabilities, which,  
according to their theories, have been accruing since the  
petition date," James H.M. Sprayregen, Esq., at Kirkland & Ellis,
says.  In addition to recycling their previous arguments, the
Trustees have coined a new, specious theory of recovery --
"maintenance burn" -- in an effort to tack on more than
$18,000,000 in additional administrative expense claims.

Mr. Sprayregen contends that the Trustees' request serves little  
purpose than to secure leverage at the bargaining table.  Since  
the Trustees control 175 of the Debtors' aircraft, they have  
taken the liberty of asserting a massive alleged administrative  
liability that continues to accumulate.  If the Trustees had it  
their way, the Debtors would face more than $367,000,000 in  
administrative liabilities based on contract rental rates for the  
unrejected aircraft.  This amount would be increasing by more  
than $15,000,000 per month.   

Mr. Sprayregen argues that the Trustees fail to provide a factual  
explanation of how they tabulated the claim amounts asserted.   
The request fails to articulate particulars as to any alleged  
breaches of prepetition leases or adequate protection  
stipulations.  The Debtors and the Court are left to guess about  
the factual bases for the Trustees' contentions.

The Trustees have no right to complain.  They are sophisticated  
parties with expert legal, financial and aircraft valuation  
advisors at their disposal.  The Trustees made calculated  
decisions, month after month, to refrain from exercising their  
unfettered repossession rights after 60 days from the Petition  
Date.  They chose to have the Debtors maintain, insure and pay  
market-based rates for the aircraft.  The Trustees knew they  
could not obtain similar rates on the open market, so they  
entered into stipulations for the provision of interim adequate  
protection with the Debtors.  These decisions were made entirely  
out of economic self-interest.

(2) Official Committee of Unsecured Creditors

Carole Neville, Esq., at Sonnenschein, Nath & Rosenthal, in New  
York City, relates that the Trustees fail to provide any basis for
their calculations and offer only spurious legal arguments to
support their position.  The Court should not buy into these
unsupported assertions.

The Committee's Special Counsel, Bruce Sperling, Esq., at  
Sperling & Slater, in Chicago, also notes that each member of the  
Chapman Group, comprised of 30 separate legal entities, should be  
in horizontal economic competition with the other 29 members, not  
in cartel formation.  These 30 horizontal competitors have  
conspired within the meaning of Section 1 of the Sherman Act to  
unlawfully extract supra-competitive terms from the Debtors.   

Mr. Sperling explains that the Chapman Group should not have any  
rights to payment, as their arguments are fatally infected with  
anticompetitive conduct and violation of antitrust laws.  The
Chapman Group has taken enough from the estates.  If forced to  
negotiate individually, the Group's members would not have  
received the terms and conditions they managed to extract from  
the Debtors.  Thus, the Group's members were paid more than fair  
market value and are entitled to nothing else.

                         Trustees Respond

James E. Spiotto, Esq., at Chapman and Cutler, asserts that,  
rather than moving forward, the Objectors are trying to reargue  
issues that were already decided by the Court.  The Objectors are  
also mischaracterizing the facts.

Mr. Spiotto asks the Court to ignore the Objectors' "innuendo and  
unsupported assertions," and schedule the dispute for a Rule 16-
type pretrial, scheduling conference.  That way, the issues for  
trial can be finalized and a reasonable discovery schedule to  
prepare for an evidentiary hearing can be developed.

The Debtors argued that the Trustees have failed to support their  
claim to damages due to the Debtors' non-compliance with aircraft  
return conditions.  Mr. Spiotto states that the time for  
supporting the Trustees' claim is at trial, not before.   
Discovery and hearing are more appropriate for examination of the  
detailed and complex facts underlying the return-condition  
claims.  The Trustees are silent on the issue because there is a  
better place and time to prove this point.   

Mr. Spiotto tells Judge Wedoff that "maintenance burn" is not a  
newly added theory of recovery, as the Debtors claim.  It is  
merely a component of the fair and appropriate compensation that  
the Trustees are entitled to since the Debtors have used their  
aircraft.  Maintenance burn reflects the quantifiable, extra-
contractual "waste" of the collateral -- the leased personal  
property -- causing loss in the value of the aircraft that was  
not captured in the Debtors' rent payments.  Payment of
maintenance burn would not be a windfall to the Trustees, as the  
Debtors assert.  The Trustees are not going to receive their full  
lease payments and return conditions have been violated.  These  
shortcomings will cost the Trustees money.  The Court must  
consider maintenance burn within this context.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts. (United Airlines
Bankruptcy News, Issue No. 67; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Court Permits Paul Hastings' Withdrawal as Labor Counsel
------------------------------------------------------------------
Paul, Hastings, Janofsky & Walker asks the U.S. Bankruptcy Court
for the Northern District of Illinois for permission to withdraw
as special labor counsel to the Debtors.  Paul Hastings will
continue to serve as ordinary course counsel.

Katherine A. Traxler, Esq., at Paul Hastings in Los Angeles,  
California, recounts that since December 9, 2002, the firm has  
filed 22 monthly fee statements and six quarterly fee
applications.  While active during the first several months in  
the Debtors' proceedings, Paul Hastings has been inactive for  
some time.  In September 2004, it became clear that the Debtors  
would not need Paul Hastings' special counsel services any  
longer.  The parties agreed that Paul Hastings' status should  
change, as a substantial portion of its work consisted of  
charging fees for filing monthly fee applications.  Changing Paul  
Hastings' status to ordinary course counsel will save the estate  
the expense of the fee applications.

Paul Hastings continues to advise the Debtors on certain  
litigation matters.  These ordinary course services will  
continue.  Paul Hastings litigation fees and expenses were:

         Period                Fees      Expenses        Total
         -------               ----      --------        -----
   Dec 2002 - Mar 2003       $2,408          $173       $2,581
   Apr 2003 - Jun 2003       12,418           472       12,890
   Jul 2003 - Sep 2003        2,439            70        2,509
   Oct 2003 - Dec 2003       13,700           959       14,659
   Jan 2004 - Mar 2004       12,412           293       12,705
   Apr 2004 - Jun 2004            0             5            5
                             ------      --------       ------
   Total                    $43,376        $1,973      $45,349

Paul Hastings will provide Stephen Wolfe, at the Office of the  
United States Trustee, and a representative of the Fee Review  
Committee with a monthly letter briefly describing its services  
and the fees and expenses incurred.  Paul Hastings will send a  
copy to Fruman Jacobson, Esq., at Sonnenschein Nath & Rosenthal,  
LLP, on behalf of the Official Committee of Unsecured Creditors.

                          *     *     *

Judge Wedoff grants Paul Hastings' request.  The firm is  
instructed to file monthly, quarterly and final fee applications  
covering the periods through September 30, 2004, the date of  
withdrawal.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts. (United Airlines
Bankruptcy News, Issue No. 67; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UNIFIED HOUSING: U.S. Trustee Fails to Form Creditors Committee
---------------------------------------------------------------           
William T. Neary, the United States Trustee for Region 6, tells
the U.S. Bankruptcy Court for the Northern District of Texas that
no Official Committee of Unsecured Creditors has been formed in
Unified Housing of Kensington, LLC's chapter 11 case.

Mr. Neary explains that during the September 8, 2004, first
meeting of creditors, he was unable to form an unsecured creditors
committee because of:

   a) the lack of eligible unsecured creditors who attended the
      meeting; and

   b) the lack on interest from those who attended the meeting in
      serving on a creditors committee.

Mr. Neary adds that despite his all his efforts to contact again
all eligible creditors after the creditors meeting, none have
indicated any willingness to serve on a Committee.

Mr. Neary informs the Court that he would again attempt to form a
creditors committee in the immediate future.

Headquartered in Dallas, Texas, Unified Housing of Kensington,
LLC, filed for chapter 11 protection on July 29, 2004 (Bankr. N.D.
Tex. Case No. 04-47183).  John P. Lewis Jr., Esq., at Cholette,
Perkins & Buchanan, represents the Debtor.  When the Debtor filed
for protection from its creditors, it listed above $10 million in
estimated assets and debts.


UNIFIED HOUSING: Gets Final Okay to Use Cash Collateral
-------------------------------------------------------            
The Honorable D. Michael Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas gave Unified Housing of Kensington,
LLC, permission, on a permanent basis, to use cash collateral
securing repayment of assumed prepetition loan obligations to
General Electric Capital Corporation.

The Debtor relates that its primary source of income and revenues
are property rents paid by tenants of the multi-unit apartment
complex it owns, the Kensington Park Apartments, located in
Corinth, Texas.  ACLP Kensington, the original owners of the
apartment complex, transferred its record title to the Debtor.

The Debtor needs access to the cash collateral to fund its current
operating expenses and to preserve the enterprise value of its
business and estate.

General Electric contends that it owns a Promissory Note dated
December 29, 2000, in which ACLP Kensington owes $17,200,000 under
the terms of a Loan Agreement.  General Electric asserts that ACLP
Kensington's loan obligations are secured by liens, assignments
and security interests.

General Electric alleges that Unified Housing has automatically
assumed ACLP Kensington's loan obligations by way of the
Conveyance Agreement that transferred ownership of the apartment
complex from ACLP to Unified Housing.

General Electric asserts that the rental payments and other
revenue proceeds from the lease or occupancy of the apartment
complex are absolutely assigned to it by way of the liens and
interest it holds from ACLP Kensington's loan obligations.

The Court ordered that the Debtor would pay General Electric
$130,657.33 every 15th of the month, starting from August 15,
2004, up to December 15, 2004, as partial adequate protection of
its interests.

The Court's order does not include any findings as to the validity
or perfection that ACLP Kensington's loan obligations to General
Electric has been assumed by Unified Housing.

Headquartered in Dallas, Texas, Unified Housing of Kensington,
LLC, filed for chapter 11 protection on July 29, 2004 (Bankr. N.D.
Tex. Case No. 04-47183).  John P. Lewis Jr., Esq., at Cholette,
Perkins & Buchanan, represents the Debtor.  When the Debtor filed
for protection from its creditors, it listed above $10 million in
estimated assets and debts.


US AIRWAYS: Retiree Committee Wants to Tap Thelen Reid as Counsel
-----------------------------------------------------------------
James T. Lloyd and Thomas G. Davis, Co-Chairpersons of the Section
1114 Retiree Committee appointed in the chapter 11 cases of US
Airways, Inc., and its debtor-affiliates, ask Judge Mitchell of
the U.S. Bankruptcy Court for the Eastern District of Virginia for
permission to retain Thelen, Reid & Priest as counsel, effective
as of October 28, 2004.

The Committee selected Thelen Reid as counsel due to the firm's
extensive experience and knowledge of reorganizations under
Chapter 11 and its familiarity with employee benefits, including
health care.  Thelen Reid will:

   (1) assist and advise the Committee on the Debtors' 1114
       proposal;

   (2) attend meetings and negotiate with the Debtors;

   (3) prepare for the Committee all motions, applications,
       answers, orders, reports and papers;

   (4) appear before the Court or any other and protect the
       interests of the Committee in all legal forums; and

   (5) perform other necessary legal services.

Thelen Reid will be compensated for its services in accordance
with its hourly rates.  The firm will also be reimbursed for
reasonable out-of-pocket expenses.  Thelen Reid's professionals
will bill their time in one-tenth hour increments.  The firm's
hourly rates are:

             Partners                      $350 - 650
             Counsel                        295 - 575
             Associate                      175 - 426
             Paralegal/Legal Assistant       90 - 210

Jeffrey R. Gans, Esq., Sherwin Kaplan, Esq., Sara Pikofsky, Esq.,
Martin G. Bunin, Esq., and Craig Freeman, Esq., at Thelen Reid are
the attorneys primarily responsible for representing the Retiree
Committee in US Airways' bankruptcy case.

Mr. Bunin assures the Court that the firm does not represent any
interest adverse to the Retiree Committee or to the Debtors and
their estates.  The firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

         * US Airways, Inc.,
         * Allegheny Airlines, Inc.,
         * Piedmont Airlines, Inc.,
         * PSA Airlines, Inc.,
         * MidAtlantic Airways, Inc.,
         * US Airways Leasing and Sales, Inc.,
         * Material Services Company, Inc., and
         * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts. (US Airways Bankruptcy News, Issue
No. 73; Bankruptcy Creditors' Service, Inc., 215/945-7000)


US AIRWAYS: 1244 Dearborn Wants Decision on Accommodation Lease
---------------------------------------------------------------
1244 Dearborn, LLC, doing business as Claridge Hotel, in Chicago,
Illinois, wants US Airways, Inc., and its debtor-affiliates to
assume or reject the US Airways Flight Crew/Employee Accommodation
Lease Agreement now.  1244 Dearborn also wants US Airways to
timely pay its postpetition obligations.

US Airways and Sanpho Group, which owned Claridge Hotel, were
parties to an Accommodation Agreement and a Letter Agreement.  In
June 2003, 1244 Dearborn purchased the assets of Sanpho Group,
including Claridge Hotel.

From June 2003 to September 2004, the Debtors' employees made use
of Claridge Hotel's accommodations, incurring billings of
$109,355.  Since the Debtors' bankruptcy filing, their employees
have utilized $56,856 worth of Claridge Hotel's goods and
services.  Both billings currently remain unpaid.

Laurence H. Kallen, Esq., at Foster & Kallen, in Chicago,
Illinois, points out that the Debtors have neither assumed nor
rejected the Accommodation Agreement and Letter Agreement.  The
Debtors have indicated that they will not do so until a plan of
reorganization is presented to the U.S. Bankruptcy Court for the
Eastern District of Virginia.  Claridge Hotel is a small hotel
that has been hurt financially by the Debtors' non-payments.  
Delay in the payments or the assumption of the Agreements places a
financial burden on Claridge Hotel.

1244 Dearborn intends to close the hotel on December 6, 2004, for
extensive renovations.  Mr. Kallen says that an expeditious ruling
will guide 1244 Dearborn on the best course of action during this
closure.

Mr. Kallen suggests that the Court hold a summary proceeding to
determine if the Accommodation Agreement and the Letter Agreement
are presently in force.  If so, the Court should require the
Debtors to assume or reject the Agreements within 30 days.  The
Court should also rule on 1244 Dearborn's obligations while
Claridge Hotel is closed for renovations.  The Court should also
compel the Debtors to bring all past due obligations for
postpetition accommodations up-to-date.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

         * US Airways, Inc.,
         * Allegheny Airlines, Inc.,
         * Piedmont Airlines, Inc.,
         * PSA Airlines, Inc.,
         * MidAtlantic Airways, Inc.,
         * US Airways Leasing and Sales, Inc.,
         * Material Services Company, Inc., and
         * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts. (US Airways Bankruptcy News, Issue
No. 73; Bankruptcy Creditors' Service, Inc., 215/945-7000)


VARTEC TELECOM: Will Sell European Shares for $6.5 Mil.
-------------------------------------------------------
VarTec Telecom, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, to sell all of the outstanding ordinary shares of
VarTec Telecom Europe Limited to Ventelo Sverige AB, free and
clear of all liens, claims, rights, interests and encumbrances.

Ventelo Sverige proposes to buy the shares for $6.5 million.  
VarTec thinks the offer is fair and reasonable.

The Company will solicit higher or better offers at the auction
set for Dec. 15, 2004, at 9:30 a.m. at the offices of Vinson &
Elkins, LLP, in Dallas, Texas.

Interested bidders must submit their bids no later than Dec. 13 at
4:00 p.m. to:

           Vinson & Elkins, LLP
           Attn: William L. Wallander
           3700 Trammell Crow Center
           2001 Ross Avenue
           Dallas, Texas 75201

Judge Steven A. Felsenthal will convene a sale hearing at 1:30
p.m. on Dec. 17, 2004.

Headquartered in Dallas, Texas, Vartec Telecom Inc. --
http://www.vartec.com/-- provides local and long distance service  
and is considered a pioneer in promoting 10-10 calling plans.  The
Company and its affiliates filed for chapter 11 protection on
November 1, 2004 (Bankr. N.D. Tex. Case No. 04-81695).  Daniel C.
Stewart, Esq., William L. Wallander, Esq., and Richard H. London,
Esq., at Vinson & Elkins, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed more than $100 million in assets and
debts.


VISUAL DATA: Annual Shareholders Meeting Slated for Dec. 15
-----------------------------------------------------------
The Shareholders Meeting of Visual Data Corporation will be held
at 2 p.m., local time, at the Courtyard by Marriott Fort
Lauderdale North, 2440 West Cypress Creek Road, Fort Lauderdale,
Florida 33309 on Wednesday, Dec. 15, 2004.

At the 2004 Annual Meeting, shareholders will be asked to:

   -- elect a Board of Directors consisting of five members,
      which may subsequently be increased to nine members if    
      separate proposals are approved;

   -- ratify the appointment of Goldstein Lewin & Co. as the
      independent auditors of Visual Data;

   -- approve an amendment to the 1996 Stock Option Plan
      increasing the number of shares available for issuance under
      the plan;

   -- approve the cancellation of outstanding options granted and    
      the re-granting of those options to the option holders;

   -- approve the possible issuance of in excess of 19.99% of the
      presently issued and outstanding common stock of Visual Data
      upon the conversion of shares of Series A-10 Convertible
      Preferred Stock and the 8% senior secured convertible notes;

   -- approve the possible issuance of in excess of 19.99% of the
      presently issued and outstanding common stock of Visual Data
      in the Onstream Merger;

   -- approve new employment agreements for executive officers
      following the Onstream Merger, the granting of options to
      certain members of management and the payment of severance
      benefits;

   -- approve an amendment to the Articles of Incorporation
      changing the name of the company to Onstream Media
      Corporation; and

   -- transact other business as may properly come before the
      meeting or any adjournment thereof.

Only shareholders of record, as shown by the transfer books of
Visual Data at the close of business on Oct. 18, 2004, will be
entitled to notice of, and to vote at, the meeting.

                        About the Company

Visual Data Corporation -- http://www.vdat.com/-- is a business  
services provider, specializing in meeting the webcasting needs of
corporations, government agencies and a wide range of
organizations, as well as providing audio and video transport and
collaboration services for the entertainment, advertising and
public relations industries.

                          *     *     *

                   Liquidity and Going Concern

In its amended Form 10-QSB for the quarterly period ended June 30,
2004, filed with the Securities and Exchange Commission, Visual
Data reported that it has incurred losses since its inception, and
has an accumulated deficit of $58,331,982 as of June 30, 2004.  
The Company's operations have been financed primarily through the
issuance of equity and debt.  The Company may be required to seek
additional capital to continue operations.  As a result, there is
substantial doubt about the Company's ability to continue as a
going concern.  

For the nine months ended June 30, 2004, the Company had a net
loss of $2,627,733 and cash used in operations of $1,399,744.  At
June 30, 2004, it has a total of $265,843 of cash and cash
equivalents, which includes $207,876 of restricted cash provided
as a result of the financing of long-term debt from a shareholder.


WOMEN FIRST: Has Exclusive Right to File Plan Until Dec. 27
-----------------------------------------------------------          
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for  
the District of Delaware extended the period within which Women
First Healthcare, Inc., can file a chapter 11 plan through and
including Dec. 27, 2004.  The Debtor has until Feb. 27, 2004, to
solicit acceptances of that plan from its creditors.

This is the Debtor's second extension of its exclusive periods.

The Debtor filed a Disclosure Statement and a First Amended
Chapter 11 Plan of Liquidation on July 16, 2004.  The Court
approved an Amended Disclosure Statement for the Plan on Aug. 19,
2004.  The Debtor filed a motion for a second amendment of its
Plan pursuant to Section 1127(a) of the Bankruptcy Code on
Sept. 29, 2004.

The Debtor presented four reasons why the Court should extend its
exclusive periods:

   a) the size and nature of the case, specifically the issues
      that the Debtor had to resolve as part of its restructuring
      efforts, including issues in postpetition financing,
      ownership of intellectual property assets, and perfection of
      liens issues;

   b) the Debtor has demonstrated good faith in the development of
      a consensual Plan:

        (i) by making substantial progress in liquidating its
            assets, including negotiating the purchase and
            auction of its pharmaceutical product lines;

       (ii) by negotiating consensual resolutions with certain
            creditors that raised objections to the First Amended
            Plan and filing a motion to amend the Plan; and

      (iii) by resolving many barriers and issues for confirmation
            of the Amended Plan through negotiation and settlement
            with creditors and other parties-in-interests;

   c) the Debtor is not seeking to use its exclusive periods to
      force creditors in accepting an Amended Plan; and

   d) the Debtor is making required postpetition payments as they
      come due, effectively managing the windup of its business
      and preserving the value of its remaining assets.

Headquartered in San Diego, California, Women First HealthCare,
Inc. -- http://www.womenfirst.com/-- is a specialty   
pharmaceutical company dedicated to improve the health and
well-being of midlife women.  The Company filed for chapter 11  
protection on April 29, 2004 (Bankr. Del. Case No. 04-11278).
Robert A. Klyman, Esq., at Latham & Watkins LLP, and Michael R.
Nestor, Esq., and Sean Matthew Beach, Esq., at Young Conaway
Stargatt & Taylor, represent the Debtor in its restructuring  
efforts.  Kirt F. Gwynne, Esq., at Reed Smith LLP, represents the  
Official Committee of Unsecured Creditors.  When the Company filed  
for protection from its creditors, it listed $49,089,000 in total  
assets and $73,590,000 in total debts.


WORLDCOM INC: MCI Directors Acquire 6,408.637 Common Stocks Shares
------------------------------------------------------------------
In separate filings with the Securities and Exchange Commission on
Nov. 15, 2004, eight directors of MCI, Inc., disclose that they
recently acquired common stocks in the company:

                                                     Securities
Officer        Designation        Amount     Price     Owned
--------       -----------        ------     -----   ----------
Beresford,
Dennis R.       Director          879.281    18.481   5,058.426

Grant,
Gregory W.      Director          794.735    18.481   3,834.113

Haberkorn,
Judith R.       Director          794.735    18.481   3,834.113

Harris,
Laurence        Director          744.007    18.481   3,616.59


Holder, Eric H. Director          676.37     18.481   3,400.691

Katzenbach,
Nicholas Deb    Director          930.009    18.481   5,331.548

Neoporent,
Mark A.         Director          744.047    18.481   3,338.598

Rogers,
Clarence Jr.    Director          845.453    18.481   4,876.346

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (Worldcom
Bankruptcy News, Issue No. 66; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Airgate PCS Inc.        CSA         (89)         270        9
Akamai Tech.            AKAM       (144)         189       63
Alaska Comm. Syst.      ALSK        (12)         650       85
Alliance Imaging        AIQ         (50)         641       27
Amazon.com              AMZN       (721)       2,109      642
AMR Corp.               AMR        (314)      29,261   (1,824)
Amylin Pharm. Inc.      AMLN        (42)         402      325
Atherogenics Inc.       AGIX        (19)          93       77
Blount International    BLT        (283)         423      103
CableVision System      CVC      (1,669)      11,795      223
CCC Information         CCCG       (131)          80        8
Cell Therapeutic        CTIC        (65)         162       72
Centennial Comm         CYCL       (538)       1,532      152
Choice Hotels           CHH        (175)         271      (16)
Cincinnati Bell         CBB        (600)       1,986      (20)
Clean Harbors           CLHB         (3)         471       31
Compass Minerals        CMP        (109)         642       99
Conjuchem Inc.          CJC         (16)          24       19
Cubist Pharmacy         CBST        (75)         155       (6)
Delta Air Lines         DAL      (3,297)      23,526   (2,614)
Deluxe Corp.            DLX        (214)       1,561     (344)
Denny's Corporation     DNYY       (246)         730      (80)
Domino Pizza            DPZ        (575)         421      (16)
Eagle Hospitality       EHP         (26)         177      N.A.
Echostar Comm           DISH     (1,711)       6,170     (503)
Empire Resorts          NYNY        (13)          61        7
Graftech International  GTI         (44)       1,036      284
Hawaii Holding          HA         (160)         236      (60)
Hercules Inc.           HPC         (40)       2,658      362
IMAX Corp.              IMAX        (49)         222        9
Indevus Pharm.          IDEV        (34)         205      164
Inex Pharm.             IEX          (9)          59       34
Kinetic Concepts        KCI         (29)         638      214
Level 3 Comm Inc.       LVLT       (159)       7,395      157
Lodgenet Entertainment  LNET        (68)         301       20
Lucent Tech. Inc.       LU       (2,240)      15,924    2,784
Maxxam Inc.             MXM        (629)       1,040       96
McDermott Int'l         MDR        (338)       1,245      (33)
McMoran Exploration     MMR         (78)         163       49
Northwest Airline       NWAC     (2,166)      14,450     (431)
Northwestern Corp.      NWEC       (603)       2,445     (692)
ON Semiconductor        ONNN       (298)       1,221      270
Per-se Tech. Inc.       PSTI        (25)         169       31
Phosphate Res.          PLP        (439)         316        5
Pinnacle Airline        PNCL        (18)         147       26
Quality Distribution    QLTY        (26)         377        9
Qwest Communication     Q        (2,477)      24,926     (509)
SBA Comm. Corp.         SBAC        (19)         934        5
Sepracor Inc.           SEPR       (380)         974      600
St. John Knits Int'l    SJKI        (57)         206       77
US Unwired Inc.         UNWR       (234)         709     (280)
Valence Tech.           VLNC        (57)          16        3
Vector Group Ltd.       VGR         (41)         552      105
Vertrue Inc.            VTRU        (44)         445        0
WR Grace & Co.          GRA        (118)       3,087      774
Young Broadcasting      YBTVA        (1)         799       89

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

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 are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

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., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo and Peter A. Chapman, Editors.

Copyright 2004.  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 $675 for 6 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 240/629-3300.

                *** End of Transmission ***