TCR_Public/040908.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, September 8, 2004 , Vol. 8, No. 192

                           Headlines

ACCLAIM ENT: Section 341(a) Meeting Slated for October 7
ADELPHIA COMMS: Court Approves Copyright Owners Settlement Accord
ADELPHIA COMMS: Huff's Objections Prompt Employee Program Changes
ADELPHIA: Century/ML & ML Media Has Until Sept. 30 to File Claims
ALLISON DEVELOPMENT: Voluntary Chapter 11 Case Summary

AMERICAN COMPUTER: Trustee Wants to Sell Calif. Real Estate
AMERICAN COMPUTER: Asks Court to Approve Overbid Procedures
AMERICAN COMPUTER: Chapter 7 Trustee Turns To Huntington Realty
ARMSTRONG WORLD: 400 Workers in Macon Vote to Merge with USWA
ARMSTRONG: Wants to Settle St. Helens Site Dispute with Owens

BERWALD PARTNERSHIP: Seeks to Retain Stuart Gerry as Counsel
BERWALD PARTNERSHIP: Section 341(a) Meeting Slated for October 8
BRIDGEPOINT TECHNICAL: Case Summary & Largest Unsecured Creditors
CATHOLIC CHURCH: Asks Court to Fix Dec. 31 as Tort Claims Bar Date
COEUR: Wheaton Reschedules Silver Wheaton Closing to Oct. 15

EDISON INT'L: Subsidiary Gets Court Decision on General Rate Case
ENRON CORP: Sen. Cantwell Releases Evidence of Enron Profit Scheme
ENRON CORP: LeBoeuf Will Pay $1,050,000 Under Settlement Agreement
FURNAS COUNTY: Asks Court for More Time to File Chapter 11 Plan
HLM DESIGN: Wants to Employ Hamilton Gaskins as Counsel

HLM DESIGN: Turns to the Finley Group for Financial Advice
INTEGRATED HEALTH: Asks Court to Approve Felser Settlement
KAISER ALUMINUM: Asks Court to Approve TRC Exit Strategy Contract
KMART CORP: Court Resolves Florida Tangible Property Tax Dispute
LIBERTY ELECTRIC: JPMorgan Schedules Auction for Tues., Sept. 14

LUCENT TECH: Invests $70 Million More for R&D Center in Jiangsu
MIRANT CORP: Asks Court to Approve Wawayanda Settlement Agreement
MIRANT CORPORATION: Wants Future Pepco Contract Payments Escrowed
MP STEEL: Auctioning Indiana & Chicago Facilities on Sept. 23
NRG ENERGY: Parties Settle Citicorp Setoff Claim Dispute

OWENS CORNING: Court Okays Comm.'s Limited Retention of Dr. Utell
PARMALAT USA: Committee Has Until Tomorrow to Challenge Citigroup
PG&E NATIONAL: Court Extends Exclusive Solicitation Period Hearing
PG&E NATIONAL: IPP Auction Scheduled for Tues., Sept. 14
QUIGLEY COMP: Hires Schulte Roth as Bankruptcy Counsel

SCHLOTZSKY'S: Opposes Plan for Shareholders' Meeting & Election
SOLUTIA INC: Greif Holds Allowed $250,479 General Unsecured Claim
TECHNEGLAS: Brings-In Vorys Sater as Bankruptcy Counsel
TECHNEGLAS: Wants to Employ Kirkland & Ellis as Co-Counsel
TECHNEGLAS: U.S. Trustee Meeting with Creditors on Oct. 22

TOUCH AMERICA: Court Sets Sept. 17 Plan Objection Deadline
UNITED COMMUNITY: Liquidator Wants Nov. 15 Claims Deadline Fixed
USGEN NEW ENGLAND: Selling Three Plants to Dominion for $656 Mil.
W.R. GRACE: Wants to Implement New Executive Severance Plan
WESTLIN CORPORATION: Voluntary Chapter 11 Case Summary

WESTPOINT: Opens New Shanghai Office to Enhance Asian Operations
WHISTLER INVESTMENTS: Integrates Advanced Lithium in "SmartHome"
WORLDCOM INC: Leucadia Clears Hart-Scott-Rodino Waiting Period
YOUNG WOMEN'S CHRISTIAN: Case Summary & 20 Unsecured Creditors

* Upcoming Meetings, Conferences and Seminars

                           *********

ACCLAIM ENT: Section 341(a) Meeting Slated for October 7
--------------------------------------------------------
The United States Trustee for Region 2 will convene a meeting of
Acclaim Entertainment, Inc.'s creditors at 9:00 a.m., on Oct. 7,
2004 at the Long Island Federal Courthouse, 560 Federal Plaza,
Room 561 in Central Islip, New York.  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 Glen Cove, New York, Acclaim Entertainment,
--  http//www.acclaim.com/ -- publishes, develops and markets
interactive entertainment software and comic books.  The Company
filed for chapter 11 protection on September 1, 2004 (Bankr. E.D.
NY. Case No. 04-85595).  Jeff J. Friedman, Esq. at Katten Muchin
Zavis Rosenman represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
$47,338,000 in total assets and $145,321,000 in total debts.


ADELPHIA COMMS: Court Approves Copyright Owners Settlement Accord
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approves the settlement agreement between Adelphia Communications
Corporation and its debtor-affiliates and copyright owners.

A complete list of the Copyright Owners is available for free at:

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

                     The Settlement Agreement

To resolve their dispute, the ACOM Debtors, the 85 Copyright
Owners and the ACOM Directors and Officer agree that:

   (a) The ACOM Debtors will make a $7,671,759 lump sum payment
       to the United States Copyright Office, representing the
       January to June 2002 Compulsory License Fee, plus interest
       at the rate set by the Copyright Office's regulations;

   (b) The payment of the Settlement Amount cures any default
       under the Compulsory License for failure to pay the
       Compulsory License royalty fee for the January through
       June 2002 accounting period and all subsequent periods to
       the extent the default was based on the failure to pay the
       Compulsory License Fee for that accounting period;

   (c) After the payment of the Settlement Amount, the Copyright
       Owners will dismiss with prejudice the Adversary
       Proceeding and the District Court Action, and will
       withdraw the 93 Claims;

   (d) To the extent that the Compulsory License is deemed to be
       an executory contract within the meaning of Section 365 of
       the Bankruptcy Code, the payment of the Settlement Amount
       will be treated as a cure payment, and the Compulsory
       License will be deemed to have been assumed by the ACOM
       Debtors;

   (e) Upon full payment of the Settlement Amount and the Court's
       approval of the Settlement Agreement:

          * the Copyright Owners will be deemed to have released
            the ACOM Debtors and their Officers and Directors
            from all claims asserted in the Adversary Proceeding,
            the District Court Action, the 93 Claims, or those
            relating to the Compulsory License Fee for the
            January through June 2002 period; and

          * the ACOM Debtors and their Officers and Directors
            will be deemed to have released the Copyright Owners
            from all claims asserted or defenses in the Adversary
            Proceeding, the District Court Action, the 93 Claims,
            or otherwise relating to the Compulsory License Fee
            for the January through June 2002 period;

   (f) The ACOM Debtors represent that no avoidance actions
       pursuant to Chapter 5 of the Bankruptcy Code has been
       initiated against the Copyright Office, the Register of
       Copyrights, the Library of Congress or the Librarian of
       Congress in connection with the Compulsory License fees
       for the January through June 2002 period or the Compulsory
       License fees for any prior accounting period, and the time
       to commence any action has not been tolled and has
       expired; and

   (g) No avoidance actions are being released pursuant to the
       Settlement Agreement.

As reported in the Troubled Company Reporter on August 11, 2004,
Marc Abrams, Esq., at Willkie Farr & Gallagher, in New York,
relates that on December 2, 2003, 85 copyright owners commenced an
adversary proceeding against 10 Adelphia Communications Debtors:

   -- Adelphia Communications Corp.,
   -- Frontiervision Operating Partners,
   -- Yuma Cablevision, Inc.,
   -- Adelphia Cleveland, LLC,
   -- Parnassos, LP,
   -- Mountain Cable Company, LP,
   -- Century Huntington Company,
   -- Century Virginia Corporation,
   -- Century Colorado Springs Partnership, and
   -- Century-TCI California, LP

The Copyright Owners:

   (i) alleged copyright infringement based on the ACOM Debtors'
       retransmission of television broadcast signals containing
       the Owners' copyrighted works over the ACOM Debtors' cable
       television systems to subscribers, without payment of the
       royalty fee for the compulsory license pursuant to
       17 U.S.C. Section 111 for the accounting period covering
       January 1, 2002 through June 30, 2002;

  (ii) alleged that the ACOM Debtors forfeited rights under the
       Compulsory License for accounting periods subsequent to
       the First Half of 2002 due to the infringement; and

(iii) sought, inter alia, actual damages equal to the ACOM
       Debtors' gross profits from all retransmissions of the
       Copyrighted Works from June 26, 2002 to date, and an
       injunction prohibiting the ACOM Debtors from further
       retransmissions of television broadcast signals containing
       any of the Copyrighted Works.

                    The District Court Action

Also on December 2, 2003, the Copyright Owners commenced an action
in the U.S. District Court for the Southern District of New York
against these ACOM Officers and Directors:

   -- Erland E. Kailbourne,
   -- Dennis P. Coyle,
   -- Pete J. Metros,
   -- Leslie J. Gelber,
   -- Rod Cornelius,
   -- Anthony Kronman,
   -- Christopher T. Dunstan,
   -- Steven B. Teuscher,
   -- Jeffrey Abbas,
   -- Michael Brady, and
   -- Randall Fisher

The Copyright Owners sought damages for copyright infringement
based on the ACOM Debtors' Public Performance of the Copyrighted
Works without payment of the January to June 2002 Compulsory
License royalty fees and the alleged forfeiture of the protections
of the Compulsory License.

                           The 93 Claims

On January 8, 2004, the Copyright Owners filed 93 claims against
the ACOM Debtors.  The Claims reiterated the allegations and
claims asserted in the Adversary Complaint and sought $500,000,000
in damages.

In response to the Adversary Proceeding, the ACOM Debtors argued
that the Bankruptcy Code prevents their payment of the January to
June 2002 Compulsory License Fee.  The ACOM Officers and Directors
also asserted various defenses to the District Court Action,
including that they did not cause the ACOM Debtors to directly
infringe and they cannot be found liable for vicarious or
contributory infringement.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company  and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors. (Adelphia Bankruptcy News, Issue No.
68; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Huff's Objections Prompt Employee Program Changes
-----------------------------------------------------------------
W.R. Huff Asset Management Co., LLC, complains that instead of
focusing on filing an amended stand-alone plan and aggressively
pursuing a sale process, Adelphia Communications Corporation and
its debtor-affiliates are again seeking to enhance the
compensation and retention programs for their senior most
employees.  If the ACOM Debtors' Proposed Compensation and
Retention Plan is approved, W.R. Huff points out that a small
group of the ACOM Debtors' senior management will potentially reap
over $60 million on top of $60 million already awarded as part
their existing retention plans.  The Proposed Compensation and
Retention Programs will result in a 50% increase for senior vice
presidents and an outstanding 300% increase over the directors'
existing plans.

As reported in the Troubled Company Reporter on July 7, 2004, the
ACOM Debtors asked the U.S. Bankruptcy Court for the Southern
District of New York to approve several compensation and retention
programs including:

   (1) an amended performance retention plan;

   (2) an amended severance plan and amended forms of employment
       agreements for:

       (a) existing Executive Vice Presidents, Senior Vice
           Presidents and Vice Presidents; and

       (b) new hires; and

   (3) a key employee continuity program.

The ACOM Debtors' allegation that pursuing a sale of the company
creates an urgent need to substantially increase the amounts
payable under their employee retention and compensation plans is
simply not true.  W.R. Huff believes that the ACOM Debtors have
always known that a sale was a possibility.  The announcement of a
sale process does nothing to change management's circumstances.

The Proposed Compensation and Retention Programs seek to reward
the ACOM Debtors' staff with an outrageous sum of money especially
since it will diminish funds available to pay the ACOM Debtors'
creditors or reduce their estates' sale value.  The ACOM Debtors
simply fail to demonstrate a valid business reason to justify the
expense.

W.R. Huff reminds the Court that ACOM Debtors have admitted that
their previous employee initiatives were already designed to bring
their senior employees closer to market levels to retain and
relocate key employees and effectively compete for qualified
candidates with other similar companies not in Chapter 11.  As a
result of their initial employee programs, the ACOM Debtors'
senior management already gained benefits in excess of $60 million
on top of their existing salary and benefits.

W.R. Huff also argues that the ACOM Debtors fail to show new
evidence that compensation in the cable business has not
drastically risen nor had they shown any risk that any key
employees are threatening to leave the ACOM Debtors' employ.  To
the contrary, the ACOM Debtors have experienced less employee
attrition since the performance retention bonus plan was adopted.

W.R. Huff informs the Court that despite its repeated requests,
the ACOM Debtors have been unwilling to provide detailed data
regarding employee turnover since the sale process was announced.

W.R. Huff notes that the only progress the ACOM Debtors can point
out is the receipt of a commitment for exit financing that was
wholly illusory until the Official Committee of Unsecured
Creditors objected to it.  W.R. Huff maintains that the sales
process is no further along.  The ACOM Debtors have yet to retain
investment bankers, establish bidding procedures, distribute
offering memoranda, or undertake other efforts to begin a sales
process.  While the Debtors' cases are large and complex, W.R.
Huff sees no justification of the ACOM Debtors' lack of progress
to date.

All parties-in-interest would be served better if the ACOM Debtors
would just focus their efforts on a viable stand-alone plan and on
the sale process rather than on increasing management's
compensation.  Accordingly, W.R. Huff asks the Court to deny the
ACOM Debtors' request.

                         ACOM Talks Back

Paul V. Shalhoub, Esq., at Willkie Farr & Gallagher, in New York,
observes that many of the creditors' objections appear to be
motivated by unrelated issues.  The Objectors completely miss the
point of the ACOM Debtors' Proposed Compensation and Retention
Programs, thus threatening the implementation of the very
mechanisms that will help the ACOM Debtors maintain and maximize
value as they continue to pursue a highly complicated and dual-
track restructuring process.

The ACOM Debtors insist that the implementation of the Proposed
Compensation and Retention Programs is necessary and appropriate.
The ACOM Debtors do not deny having viewed the Existing Programs
as reasonable and appropriate under last year's circumstances,
with the previously contemplated traditional stand-alone plan of
reorganization and with the employees anticipating the
implementation of long-term equity grants post emergence.
However, Mr. Shalhoub contends that the ACOM Debtors must offer
sufficient reason for key employees to remain with the company
now, in view of a heightened responsibility and greater risk of
termination under the complicated dual-track process.

The ACOM Debtors need not demonstrate that significant attrition
already has occurred, as this is the very situation they are
trying to prevent.  According to Mr. Shalhoub, the ACOM Debtors
unfortunately have been experiencing increased attrition since
they announced the intention of pursuing a dual-track process.

The ACOM Debtors need to compensate their employees at market
levels and even at above market levels just to fight off attrition
and preserve value.  Mr. Shalhoub explains that the ACOM Debtors
and their experts created the Proposed Compensation and Retention
Programs to remain a competitive market force, one that can ward
off poaching advances from competitors.

The Objectors' assertion that the ACOM Debtors' Continuity Program
is over-inclusive is without merit, Mr. Shalhoub argues.  Simply
because an employee is eligible under one of the Proposed
Compensation and Retention Programs does not mean he will be
selected as participant in a particular program.  The
applicability of the programs is discretionary to ensure that
expenditures are only made when warranted by employee performance.

Mr. Shalhoub also points out that the needs of the ACOM Debtors'
lower-ranking professionals must not be held hostage to those of
the most senior executives.  The ACOM Debtors believe that the
compensation of their top two employees is irrelevant to the
approval of the Proposed Programs, which pertains to the rest of
the eligible management employees.

Mr. Shalhoub tells the Court that the evaluation of employment
programs must be based on merits, fairness and reasonableness and
not what other expenses they might ultimately incur.  Mr. Shalhoub
reiterates that the Proposed Compensation and Retention Programs
is a fair and reasonable measure that will benefit the ACOM
Debtors and their estates.

The ACOM Debtors believe that none of the Objectors' arguments
provide legitimate reasons to deny their request.

               ACOM Debtors Presents Modifications

Even with their belief that many of the Objections are tactical
and lacking in merit, the ACOM Debtors suggest several
modifications to the Proposed Compensation and Retention Programs.
In an effort to address certain concerns of the stakeholders,
while still maintaining the purpose and effect of the proposed
programs, the ACOM Debtors present these modifications:

A. Removal of the EVPs

   As urged by the Objectors, the ACOM Debtors will remove Chief
   Financial Officer Vanessa Wittman and General Counsel Brand
   Sonnenberg -- the EVPs -- from the Amended Severance Plan and
   Continuity Program.  Instead, the ACOM Debtors will defer and
   reformulate the EVPs' retention packages along with William
   Schleyer and Ronald Cooper.   The ACOM Debtors estimate saving
   $5.65 million from the adjustment.

B. Altering the Proposed Continuity Program

   The ACOM Debtors will modify the Proposed Continuity Program
   by proportionately decreasing and deferring the funding of the
   Stay Bonuses and enhancing the Sale Bonuses for the remaining
   eligible employees.  Specifically, the Debtors will:

      * decrease the $20 million aggregate Stay Pool to
        $10 million; and

      * defer the proposed payout from two 50% payments to a
        one-time payout nine months from notification of
        participation.

   With the Proposed Continuity Program adjustments, the ACOM
   Debtors expect an $18 million increase in the Sale Pool from
   $11 million, which would only be paid if a sale were
   consummated.

   According to Mr. Shalhoub, the adjustments are responsive to
   the Objectors' arguments that incentives must focus more on a
   sale outcome and weight the Sale Bonuses.

C. Decreasing the CEO's Discretionary Pool

   The ACOM Debtors intend to further decrease the potential cost
   of the Proposed Compensation and Retention Programs by
   decreasing the Chief Executive Officer's $6 million
   Discretionary Pool, from which to grant supplemental bonuses,
   to $3 million.

Overall, the Proposed Compensation and Retention Programs would
reduce the $60.2 million estimated maximum potential costs to
$50 million, resulting in a $10.2 million aggregate savings to the
Debtors:

                                                        Cost
   Modifications                                     Reduction
   -------------                                    -----------
   Removal of the EVPs                               $5,650,000

   Adjustments made to Stay/Sale Bonuses              1,550,000

   Reduction of the Continuity Program
     Discretionary Pool                               3,000,000
                                                    -----------
   Estimated Reduction in Potential Costs           $10,200,000
                                                    ===========

The ACOM Debtors believe that the modifications are reasonable and
responsive compromises to the Objectors' concerns.  If approved,
Mr. Shalhoub assures the Court that the modifications will
maintain the effectiveness of the Proposed Compensation and
Retention Programs.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company  and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729. Willkie Farr & Gallagher
represents the ACOM Debtors. (Adelphia Bankruptcy News, Issue No.
68; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA: Century/ML & ML Media Has Until Sept. 30 to File Claims
-----------------------------------------------------------------
Century/ML Cable Venture and ML Media Partners, LP, determined
that due diligence is necessary to fully determine the scope of
the claims against Adelphia Communications Corporation and its
debtor-affiliates.

In a stipulation approved by Judge Gerber of the U.S. Bankruptcy
Court for the Southern District of New York, the ACOM Debtors
agree to extend the date within which ML Media and Century/ML may
file proofs of claim against one or more of the ACOM Debtors until
September 30, 2004, at 4:00 p.m., Eastern Time.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company  and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors. (Adelphia Bankruptcy News, Issue No.
68; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLISON DEVELOPMENT: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Allison Development - Columbus, Inc.
        P.O. Box 130447
        Houston, TX 77219

Bankruptcy Case No.: 04-42749

Type of Business: Real estate.

Chapter 11 Petition Date: September 3, 2004

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

Debtor's Counsel: Richard W. Aurich, Jr., Esq.
                  P.O. Box 70143
                  Houston, TX 77270-0143
                  Tel: 713-862-3382
                  Fax: 832-201-7221

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of its 20-Largest Creditors.


AMERICAN COMPUTER: Trustee Wants to Sell Calif. Real Estate
-----------------------------------------------------------
Richard K. Diamond, the Chapter 7 Trustee overseeing the
liquidation of American Computer and Digital Components, Inc.'s
estate, asks the United States Bankruptcy Court for the Central
District of California, Los Angeles Division, for permission to
sell two unimproved parcels of real property located in Rancho
Palos Verdes, California.

Vychaeslav Lyubovny proposes to buy the real estate for $500,000.
Mr. Lyubovny delivered a $25,000 deposit to the Trustee.

The Trustee's counsel, Aja Clark, Esq., at Danning Gill Diamond &
Kollitz, LLP, states that the only lien of record against the two
parcels is in favor of Harris Trust and Savings Bank.

The Trustee and Mr. Lyubovny agree:

    a) the deposit is refundable only in the event that the sale
       is not confirmed or the Trustee is not authorized to sell
       the Property pursuant to Court order; and

    b) the proposed sale of the property is on an "as-is" and
       "where is" basis, without warranty or recourse, subject
       to overbidding and to Court approval, and delivery of clear
       and insurable title.

Headquartered in Baldwin Park, California, American Computer,
filed for chapter 11 protection on April 22, 2004 (Bankr. C.D.
Calif. Case No. 04-19259) and the case converted to a chapter 7
liquidation on June 25, 2004.  Robert P. Goe, Esq., at Goe &
Forsythe LLP represents the Company in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
more than $10 million both in estimated assets and debts.


AMERICAN COMPUTER: Asks Court to Approve Overbid Procedures
-----------------------------------------------------------
Richard K. Diamond, the Chapter 7 Trustee overseeing the
liquidation of American Computer and Digital Components, Inc.'s
estate, asks the United States Bankruptcy Court for the Central
District of California, Los Angeles Division, to approve proposed
overbid procedures in connection with the sale of the Debtor's two
unimproved parcels of real property located in Rancho Palos
Verdes, California.

The Trustee's counsel, Aja Clark, Esq., at Danning Gill Diamond &
Kollitz, LLP, tells the Court that Vychaeslav Lyubovny proposes to
buy the real estate for $500,000, subject to higher and better
offers.

The Trustee's proposed overbid procedures require:

    1) a $50,000 upfront deposit;

    2) a noncontingent sale contract identical to Mr. Lyubovny's
       and a closing to occur in no more than 30 but not less than
       15 calendar days after the entry of a Sale Order;

    3) proof of funds available to close without delay;

    4) a $520,000 initial overbid;

    5) $5,000 bidding increments;

Headquartered in Baldwin Park, California, American Computer,
filed for chapter 11 protection on April 22, 2004 (Bankr. C.D.
Calif. Case No. 04-19259) and the case converted to a chapter 7
liquidation on June 25, 2004.  Robert P. Goe, Esq., at Goe &
Forsythe LLP represents the Company in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
more than $10 million both in estimated assets and debts.


AMERICAN COMPUTER: Chapter 7 Trustee Turns To Huntington Realty
---------------------------------------------------------------
Richard K. Diamond, the Chapter 7 Trustee overseeing the
liquidation of American Computer and Digital Components, Inc.'s
estate, asks the United States Bankruptcy Court for the Central
District of California, Los Angeles Division, for permission to
employ Huntington Realty Group Co. as his real estate broker in
connection with the proposed sale of the Debtor's two parcels of
unimproved real property located in Rancho Palos Verdes,
California.

The Trustee believes that hiring Huntington is in the best
interest of the estate because the Firm has previously marketed
the property and brought the initial buyer, Vychaeslav Lyubovny,
to the table with his $500,000 offer.

Richard Chu at Huntington Realty discloses that the Trustee has
agreed to pay Huntington a 6% (or $30,000) brokerage fee when the
sale is closed.

To the best of the Trustee's knowledge, Huntington does not hold
any interest adverse to the Debtor or the estate.

Headquartered in Baldwin Park, California, American Computer,
filed for chapter 11 protection on April 22, 2004 (Bankr. C.D.
Calif. Case No. 04-19259) and the case converted to a chapter 7
liquidation on June 25, 2004.  Robert P. Goe, Esq., at Goe &
Forsythe LLP represents the Company in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
more than $10 million both in estimated assets and debts.  Aja
Clark, Esq., at Danning Gill Diamond & Kollitz, LLP, represents
the Chapter 7 Trustee.


ARMSTRONG WORLD: 400 Workers in Macon Vote to Merge with USWA
-------------------------------------------------------------
In a resounding show of strength and solidarity, more than 400
workers at Armstrong World Industries in Macon, Georgia have
overwhelmingly voted to merge their Directly Affiliated Local
Union -- DALU -- with the United Steelworkers of America -- USWA.

The vote was conducted on August 31 by representatives of the AFL-
CIO, according to established merger procedures.  Final results
showed 93 percent of those who voted were in favor of the merger.
Under terms of the agreement, AFL-CIO DALU #461 now becomes USWA
Local #461.

The Steelworkers were attractive to the Armstrong World workers
because the USWA already represents thousands of Armstrong workers
at six other North American facilities.  That's more than any
other union.

Riley Flowers, President of Local 461, said the education,
activism and resources of the USWA made an impression on his
members, who produce acoustic ceiling tiles.

"I think it is going to be a benefit, not only to our workers, but
to the other workers at Armstrong World to have all of us in the
ceiling division under one international union," Mr. Flowers said.
"We've got a good group of union employees here in Macon.  I'm
very proud of them.  They really responded to this merger in a
positive way - as you can tell by the final vote."

District 9 Director Connie Entrekin, who represents Steelworkers
in eight southeastern states and the Virgin Islands, said the
Armstrong workers made the right decision.

"Today's workers need the type of support the USWA can offer,"
said Ms. Entrekin.  "Our corporate research, legal and contract
negotiating departments were of special interest to the Macon
workers.  I'm sure they will prove to be invaluable."  The current
labor agreement at Macon is set to expire in September of 2005.

"We're excited to have these new members on board and we salute
their efforts and unity," Ms. Entrekin said.

The USWA, headquartered in Pittsburgh, Pennsylvania, represents
more than 1.2 million active and retired members in the United
States and Canada.  Recently, the Industrial, Wood and Allied
Workers -- IWA -- of Canada and its 55,000 members also voted in
favor of a merger with the USWA.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company
filed for chapter 11 protection on December 6, 2000 (Bankr. Del.
Case No. 00-04469).  Stephen Karotkin, Esq., Weil, Gotshal &
Manges LLP and Russell C. Silberglied, Esq., at Richards, Layton &
Finger, P.A., represent the Debtors in in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $4,032,200,000 in total assets and
$3,296,900,000 in liabilities.


ARMSTRONG: Wants to Settle St. Helens Site Dispute with Owens
-------------------------------------------------------------
On December 31, 1986, Armstrong World Industries and Owens
Corning, then known as Owens Corning Fiberglas Corporation,
entered into an asset purchase agreement, pursuant to which AWI
acquired from Owens Corning a manufacturing facility located at
Scapoose Bay in St. Helens, Oregon.  AWI presently owns and
operates the manufacturing facility.

On October 5, 2000, Owens Corning and a number of its affiliates
filed voluntary petitions under Chapter 11 of the Bankruptcy Code
before the U.S. Bankruptcy Court for the District of Delaware.
The Owens Corning court later established April 15, 2002, as the
deadline for filing proofs of claim against Owens Corning in its
Chapter 11 cases.

On December 15, 2000, AWI received a letter from the Oregon
Department of Environmental Quality advising that the Environment
Department:

   -- had listed the St. Helens Site as a "high priority"; and

   -- would be conducting a State Expanded Preliminary Assessment
      with respect to the St. Helens Site.

In 2001, the Department determined that hazardous substances had
been released at the St. Helens Site and that further
investigation was warranted.

AWI filed a claim in Owens Corning's bankruptcy case on
February 26, 2001, asserting, inter alia, certain contractual
indemnification claims arising under the Asset Purchase Agreement,
as well as statutory claims under the Comprehensive Environmental
Response Compensation and Liability Act and Oregon law with
respect to the environmental conditions at the St. Helens Site.

On August 30, 2001, Owens Corning filed a claim in AWI's Chapter
11 cases, asserting, with respect to environmental conditions at
the St. Helens Site, a contingent, unliquidated general unsecured
claim for contribution and indemnification arising under the Asset
Purchase Agreement.

The Environment Department issued an order dated October 11, 2001,
requiring AWI to undertake a remedial investigation and
feasibility study with respect to the St. Helens Site.  The
Department also notified Owens Corning that it is a potentially
responsible party with respect to environmental conditions at the
St. Helens Site.  The Department requested Owens Corning to
participate in the remedial investigation and feasibility study of
those conditions.

Subsequent to the issuance of the Environment Department's Order,
AWI filed another claim against Owens Corning to amend its
previous claim.  The Amended Claim asserts:

   (a) statutory and common law claims for all costs AWI has
       incurred or will incur in connection with the
       contamination at the St. Helens Site, the Environment
       Department's Order and demands, any investigation by the
       United States Environmental Protection Agency of alleged
       contamination in Scapoose Bay and the EPA's possible
       claims against AWI; and

   (b) claims under CERCLA and Oregon statutory and common law
       for AWI's response costs, or contribution to its response
       costs, incurred in connection with any release of
       hazardous substances that occurred at or from the St.
       Helens Site prior to AWI's acquisition of the Site.

On December 27, 2002, the Environment Department and Owens Corning
entered into a stipulation and consent decree.  Owens Corning
agreed to pay $900,000 to the Department in full satisfaction of
the Department's claims against Owens Corning with respect to the
St. Helens Site.  The Owens Corning court approved the Stipulation
and Consent Decree.

AWI and the Environment Department entered into a Response Cost
Reimbursement Agreement to address the use of the Owens Corning
settlement payment.  Pursuant to the Reimbursement Agreement, the
Department agreed to reimburse AWI for certain costs AWI incurred
in performance of the Department's Order.

AWI believes that resolving the mutual indemnification and
contribution claims in connection with the St. Helens Site with
Owens Corning is warranted to avoid costly and time-consuming
process of determining what, if any, part of each other's claims
actually should be allowed against the other's estate.

Consequently, AWI and Owens Corning engaged in arm's-length
negotiations to settle their dispute.  In a stipulation, the
parties agree that both the Owens Corning Claim and the AWI Claim
will be deemed withdrawn and expunged with prejudice.  The parties
also agree that the Stipulation must be approved by both the AWI
and Owens Corning bankruptcy courts.

If the Stipulation is not approved, Rebecca L. Booth, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware, tells
Judge Fitzgerald that AWI and Owens Corning will be forced to
resolve their claims in separate claims allowance proceedings
before the Bankruptcy Court.  Ms. Booth also points out that to
adjudicate the reciprocal claims in this manner would require
significant time, effort and resources of both AWI and Owens
Corning to investigate, propound discovery and prepare motions and
other documents in both proceedings.  As a result, both parties
would incur substantial attorney's fees and expenses.

Moreover, AWI believes that litigating the merits of its claims in
Owens Corning's Chapter 11 cases will be costly and may not result
in a significant recovery for AWI's estate.  Because of the
parties' mutual claims against each other, any recovery on account
of the AWI Claim must be balanced against any potential recovery
by Owens Corning on account of the Owens Corning Claim.

Accordingly, AWI asks Judge Fitzgerald of the U.S. Bankruptcy
Court for the District of Delaware to approve the Stipulation in
all respects.  AWI also seeks permission to take all actions
necessary to effectuate the Stipulation.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world. The Company filed
for chapter 11 protection on December 6, 2000 (Bankr. Del. Case
No. 00-04469). Stephen Karotkin, Esq., Weil, Gotshal & Manges LLP
and Russell C. Silberglied, Esq., at Richards, Layton & Finger,
P.A., represent the Debtors in in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $4,032,200,000 in total assets and $3,296,900,000 in
liabilities. (Armstrong Bankruptcy News, Issue No. 66; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


BERWALD PARTNERSHIP: Seeks to Retain Stuart Gerry as Counsel
------------------------------------------------------------
Berwald Partnership asks the U.S. Bankruptcy Court for District of
South Dakota for permission to employ Stuart, Gerry & Schlimgen,
LLC as its bankruptcy counsel.

Stuart Gerry will:

    a) file the Debtor's schedules and other documents which the
       Court will require;

    b) initiate or defend adversary proceedings and contested
       motions;

    c) negotiate with priority, secured and unsecured creditors;

    d) formulate a plan of reorganization; and

    e) perform other duties as will necessary in this case.

Clair R. Gerry, Esq., will be primarily responsible for
representing the Debtor.  Mr. Gerry will bill the Debtor for his
professional services at $180 per hour.  Laura L. Kulm will assist
Mr. Gerry and charge at $100 per hour.

To the best of the Debtor's knowledge, Stuart Gerry does not hold
any interest adverse to the Debtor or its estate.

Headquartered in Toronto, South Dakota, Berwald Partnership filed
for chapter 11 protection on August 23, 2004 (Bankr. S.D. Case No.
04-10273).  When the Company filed for protection from its
creditors, it estimated more than $10 million in assets and debts.


BERWALD PARTNERSHIP: Section 341(a) Meeting Slated for October 8
----------------------------------------------------------------
The United States Trustee for Region 12 will convene a meeting of
Berwald Partnership's creditors at 1:00 p.m., on October 8, 2004,
at the U.S. Courthouse Building, 102 Fourth Avenue South East,
Room 307, in Aberdeen, South Dakota.  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 Toronto, South Dakota, Berwald Partnership filed
for chapter 11 protection on August 23, 2004 (Bankr. S.D. Case No.
04-10273).  Clair R. Gerry, Esq. at Stuart, Gerry & Schlimgen, LLP
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it estimated more
than $10 million in assets and debts.


BRIDGEPOINT TECHNICAL: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: BridgePoint Technical Manufacturing
        4007 Commercial Center Drive
        Austin, Texas 78744

Bankruptcy Case No.: 04-14555

Type of Business: BridgePoint provides engineering, testing,
                  packaging, and circuit board assembly services
                  to semiconductor and computer companies.
                  See http://www.bridgept.com/

Chapter 11 Petition Date: September 3, 2004

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Mark Curtis Taylor, Esq.
                  Hohmann & Taube LLP
                  100 Congress #1600
                  Austin, TX 78701
                  Tel: 512-472-5997

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature of Claim       Claim Amount
------                        ---------------       ------------
Agilent Financial Services    Lease                   $1,865,179
P.O. Box 36263                Value of Collateral:
Charlotte, NC 28236           $1,500,000

Credence Capital Corp.        Lease                   $1,110,258
1892 Union Street             Value of Collateral:
San Francisco, CA 94123       $800,000

Test Spectrum, Inc.           Trade                     $247,731

O'Sullivan                    Trade                     $205,243

Vinson & Elkins LLP           Attorney Fees             $142,694


The CIT Group/EF              Lease                     $214,816
                              Value of Collateral:
                              $100,000

Arrow Electronics             Trade                      $91,970

Future Active Industrial      Trade                      $90,839

Pyramid Technologies, Inc.    Trade                      $76,424

Pro-Tech Int'l Staffing       Services                   $60,133

Dynamic Details Canada        Trade                      $58,492

D2M Technologies              Trade                      $53,703

City of Austin                Services                   $41,582

Advantek Taping Systems       Services                   $39,914

Blue Cross Blue Shield        Services                   $37,703

Hawkins Associates, Inc.      Services                   $37,206

Teradyne                      Trade                      $36,000

Network Circuits              Trade                      $35,676

Wells CTI                     Trade                      $34,425

TTI Inc.                      Trade                      $30,236


CATHOLIC CHURCH: Asks Court to Fix Dec. 31 as Tort Claims Bar Date
------------------------------------------------------------------
Since December 1999, the Archdiocese of Portland in Oregon has
been involved in litigation and claims brought by more than 200
persons alleging sexual abuse, said to have occurred between 1940
and 1986, by clergy and others claimed to be agents of the Debtor.
The Debtor has contributed substantially to the settlement of
these claims.  Since February 2001, various insurers have refused
to honor their contractual obligations to the Debtor and insurance
has paid only a portion of the costs.  Since then, out-of-pocket
costs to the Debtor related to these claims aggregate almost $25
million.

There were approximately 60 tort claims which were in various
stages of litigation and discovery pending against the Debtor when
it filed for Chapter 11.  Certain cases had been scheduled for
trial.  In others, no discovery had yet been accomplished.
In addition, the Debtor anticipates that there are at least 20
more claims that certain claimants' attorneys are aware of but
have not been brought to the Debtor's attention.  The Debtor
believes that there may be other claims that no one currently
involved in the Chapter 11 proceeding is aware of.

Because the issue of the Debtor's liability for tort claims
dominates the Chapter 11 case, the Debtor finds it critical to
define the scope and extent of the liability as the predicate for
the formulation and negotiation of a plan of reorganization.  The
Debtor seeks to begin the process of defining the scope of its
liability for the claims by:

   * establishing a deadline for holders of "Tort Claims" to file
     proof of the claims against the Debtor;

   * obtaining through a special proof of claim form the
     information needed to begin to undertake the legal and
     factual analysis of the liability; and

   * implementing a comprehensive notification program designed
     to ensure that the notice of the deadline reaches the
     appropriate persons.

By this motion, the Debtor asks the Court establish December 31,
2004, at 5:00 p.m., Pacific Standard Time, as the last date and
time by which proofs of Tort Claims must be filed.

"Tort Claim" means any claim, demand, suit, cause of action,
proceeding, or any other rights or asserted right to payment
against the Debtor, based on or in any manner arising in or
related to any tortious act or acts.  This includes, but is not
limited to, personal injury, wrongful death, assault, battery,
negligence, intentional infliction of emotional distress,
defamation, conversion, child abuse as defined in Statute
419B.005(1)(a) of the Oregon Revised Statutes, or any sexual
contact with a person which is, or is alleged to be, inappropriate
or non-consensual, whether or not the contact is in violation of
Oregon or federal law.

The Debtor believes that its definition of "Tort Claim" is broad
enough to encompass any claims that have been or could be asserted
by any person or entity arising out of, or related to, any acts of
Tortious Misconduct by any priest, representative, agent, or
employee of the Debtor, which occurred before the Petition Date.

Thomas W. Stilley, Esq., at Sussman Shank, LLP, in Portland,
Oregon, tells Judge Perris that fixing a Tort Claims Bar Date will
enable the Debtor to begin to analyze its liability with respect
to Tort Claims in an appropriate, timely, and efficient manner.
The proposed deadline will give all Tort claimants ample
opportunity to file proofs of claim.

Each Tort Claimant is required to file its claim by either
delivering in person, by courier service or by first-class mail,
an original written proof of the claim so as to be received on or
before the Tort Claims Bar Date by the Debtor's Claims Agent.
Proofs of claim sent by facsimile or telecopy transmission will
not be accepted.  Proofs of claim are deemed timely filed only if
the claims are actually received by the Debtor's Claims Agent in
person, by courier service, or by first-class mail on or before
the Tort Claims Bar Date.

Persons whose Tort Claims have been paid in full are not required
to file a proof of claim on or before the Tort Claims Bar Date.
Any person who settled a Tort Claim against the Debtor before the
Petition Date, but has not yet been paid or fully paid on account
of the claim, must file a proof of the Tort Claim.

                       Proof of Claim Form

The Debtor prepared a proof of claim form that will elicit
specific information needed to begin the analysis of its potential
liability for Tort Claims.  Based on the Debtor's prepetition
litigation history, the Debtor formulated a list of key
information necessary to appropriately address certain critical
issues pertinent to a determination of its liability on account of
the Tort Claims.

The Tort Proof of Claim Form is designed to collect information:

   (a) that will enable the Debtor and other parties to locate
       the claimant;

   (b) about the persons involved, the timing, and the nature of
       the activities for which the claimant is asserting a
       claim;

   (c) about the claimant's injuries and when the claimant first
       realized that he or she had sustained an injury;

   (d) about the extent of the damages sustained, or losses or
       injuries suffered, by the claimant; and

   (e) about professionals and other parties the claimant
       consulted with about the injury and the claim.

The information will provide a basis for resolution of the key
issues that will ultimately put a fair value on the Debtor's
liability for the Tort Claims.

The Debtor seeks the Court's authority to use the proposed Tort
Proof of Claim Form.  The Debtor also asks the Court to declare
that:

   -- The failure of any Tort Claimant to use the Tort Proof of
      Claim Form will invalidate the claim as improperly filed
      and of no force and effect;

   -- If any claim that is filed on or before the Tort Claims Bar
      Date is deemed invalid as improperly filed because it was
      not filed on the Tort Proof of Claim Form, then the holder
      of the claim will be entitled to cure the omission by
      filing a claim using the Tort Proof of Claim Form, within
      the later of:

         * 10 business days from receipt of notice by the Debtor
           that the claim has been deemed an improperly filed
           claim; and

         * the Tort Claims Bar Date; and

   -- Any claim that is filed on the Tort Proof of Claim Form but
      fails to provide the requested information will be subject
      to disallowance upon further Court order if the information
      is not provided within the later of:

         * 10 business days after receipt of notice by the Debtor
           that the required information is missing; and

         * the Tort Claims Bar Date.

It is well recognized that proof of claim forms that deviate from
the Official Proof of Claim Form 10 may be used when special
circumstances exist.  Mr. Stilley explains that, in the Debtor's
case, special circumstances clearly exist.  The information being
requested is critical to any reasonable evaluation and analysis of
the Debtor's liability.  This issue is the lynchpin of the
Debtor's Chapter 11 case.  The proposed form provides a rational,
uniform, and expeditious means to obtain the basic information
that any claimant should provide to justify a claim and
participate in the Debtor's case.  The Debtor would expect that
the requested information would be readily available because it is
an integral prerequisite to any legitimate claim that could be
asserted against the Debtor.

                     Failure to File a Claim

Any Tort Claimant who is required, but fails, to file a proof of
claim on or before the Tort Claims Bar Date will be forever
barred, estopped and enjoined from asserting the claim against the
Debtor or filing a proof of claim with respect the Claim.  The
Debtor and its property will be forever discharged from any and
all indebtedness or liability with respect to the claim.  The
Tort Claimant will not be permitted to vote on any plan of
reorganization, participate in any distribution in the Debtor's
Chapter 11 case, or receive further notices regarding the claim.

                 Proposed Bar Date is Reasonable

The Debtor will be responsible for mailing notices of the Tort
Claims Bar Date, the Tort Claims Bar Date Order, and the Tort
Proof of Claim Forms.  The Debtor expects to complete mailing the
documents within 30 days.

By establishing December 31, 2004, as the Tort Claims Bar Date,
Tort Claimants will have three months' notice of the deadline for
filing proofs of claim.  Mr. Stilley asserts that this is an
adequate period of time, particularly in view of the fact that
Rule 2002(a)(7) of the Federal Rules of Bankruptcy Procedure
requires only 20 days' notice.

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. of Sussman Shank LLP
represent the debtor 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. 5; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


COEUR: Wheaton Reschedules Silver Wheaton Closing to Oct. 15
------------------------------------------------------------
Wheaton River Minerals Ltd. (AMEX:WHT) (TSX:WRM) and Chap
Mercantile Inc. (TSX VENTURE:CPC) rescheduled the closing date of
the previously announced Silver Wheaton transaction for
October 15, 2004.

Following the filing of an application by Coeur d'Alene Mines with
the British Columbia Securities Commission to seek to delay the
closing of the transaction, Wheaton agreed with Coeur that, in
order to avoid the cost and expense of a regulatory hearing, it
would postpone the closing of the Silver Wheaton transaction to
October 15, 2004.  In turn, Coeur has agreed that if its offer to
acquire Wheaton shares is not successful by October 15, 2004,
Wheaton may complete the Silver Wheaton transaction on
October 15, 2004 and, in such case, Coeur will not to take any
action to further prevent or delay the completion of the
transaction.

                     About Coeur d'Alene

Coeur d'Alene Mines Corporation is the world's largest primary
silver producer, as well as a significant, low-cost producer of
gold.  The Company has mining interests in Nevada, Idaho, Alaska,
Argentina, Chile and Bolivia.

                         *     *     *

As reported in the Troubled Company Reporter on June 3, 2004,
Standard & Poor's Ratings Services placed its B- corporate credit
and senior unsecured debt ratings on Coeur D'Alene Mines Corp. on
CreditWatch with positive implications following the company's
announcement that it intends to acquire precious metals mining
company Wheaton River Minerals Ltd. in a stock and cash
transaction valued at approximately $1.8 billion.

"The CreditWatch action reflects what is likely to be a
meaningful improvement in Coeur's business and financial
profile upon the successful acquisition of lower-cost producer
Wheaton," said Standard & Poor's credit analyst Paul Vastola.
Standard & Poor's expects that its ratings on Coeur would likely
be raised several notches.  Standard & Poor's will continue to
monitor the transaction for any potential revisions to the deal.
The deal remains subject to several conditions and is expected to
close by Sept. 30, 2004.


EDISON INT'L: Subsidiary Gets Court Decision on General Rate Case
-----------------------------------------------------------------
On July 8, 2004, the California Public Utilities Commission issued
a final decision in Southern California Edison Company's 2003
general rate case.  Southern California Edison is the largest
subsidiary of Edison International.  The general rate case
decision authorized an annual increase of approximately
$73 million in base rates.  Southern California Edison had
requested an increase of about $250 million.

The decision is retroactive to May 22, 2003, when the decision
initially was forecasted to be rendered.  The balance in the
account established to record the recovery of the authorized rate
increase since that date will be recovered in rates over the next
12 months.  To stabilize customer rates, Southern California
Edison proposed that the general rate case decision be combined
with several other rate-related proceedings.  Southern California
Edison estimates that the outcome of this consolidated rate
decision will decrease average rates for bundled service customers
by 0.34%.

The general rate case decision approves nearly all of Southern
California Edison's request to continue its multi-billion
infrastructure investment program through 2005.  This program is
essential to preserve current levels of electric grid reliability.
The decision also establishes revenue adjustments for 2004 and
2005 to meet cost escalation and planned capital investments.

The decision rejects Southern California Edison's requested
increase in depreciation to cover the rising disposal costs of
retired equipment, instead choosing to shift recovery of about
$114 million annually to future years.  The balance of the
reduction in Southern California Edison's request is primarily in
the areas of capital-related ratemaking adjustments of about
$42 million, and operations and maintenance expense of about
$17 million.

While Southern California Edison's case was pending before the
California Public Utilities Commission, the company identified
$28 million of supplemental costs being incurred above the general
rate case forecast.  The Commission's final decision did not
recognize these cost increases, which are primarily in the area of
transmission and distribution operations.  Southern California
Edison intends to review its operations to better align its costs
with the authorized revenues.

Southern California Edison is planning to submit a notice of
intent for its 2006 general rate case this summer and then file a
formal application in the fall once it has met the California
Public Utilities Commission's standard for completeness.  In this
upcoming application, Southern California Edison will renew its
request to establish appropriate levels of operating and
depreciation expenses.

Based in Rosemead, California, Edison International (NYSE: EIX)
(S&P, BB+ Corporate Credit and Senior Unsecured Debt Ratings,
Stable) is the parent company of Southern California Edison,
Edison Mission Energy and Edison Capital.


ENRON CORP: Sen. Cantwell Releases Evidence of Enron Profit Scheme
------------------------------------------------------------------
U.S. Senator Maria Cantwell (D-WA) released new Enron audio tapes
and financial documents uncovering an Enron scheme to profit from
emergency power generated in the Northwest intended to help
California during the western energy crisis.

On the same days the Bonneville Power Administration (BPA) was
operating the Northwest energy system at maximum capacity to
assist California, new data shows Enron was exporting power out
of California to Southwest markets where price caps were not in
place.  In addition, Enron was also engaged in multiple
manipulation schemes such as "Death Star" and "Load Shift" on
those days, further distorting Western market conditions.  Enron
audio tapes show that Enron traders were aware that not only were
they exporting much needed power from California to increase
their own profits, those profits came at the expense of Northwest
consumers and the environment.

The financial documents reveal that Enron was exporting to the
Southwest at least one-third of the amount of power BPA was
shipping to California during this period.  The Enron exports
thus far identified for these days (August 3 and August 4, 2000)
were large enough to power a city the size of Seattle for more
than six hours.  BPA was shipping Northwest power to California
under a federal directive to maximize Northwest hydroelectric
production to help keep the lights on during California's
electricity emergencies.

In new audio tapes released by Senator Cantwell, Enron traders and
executives, one of whom (Tim Belden) has since plead guilty to
energy market manipulation, discuss their scheme to profit from
the emergency sale of power from the Northwest to California
during the western energy crisis by reselling power into
southwestern markets, where prices were even higher.

     Tim Belden, Enron trader: What's going on? It's hot.  It's
     hot and they don't have enough power.  And they kill fish in
     northwest so that people in California can go enjoy
     themselves at a baseball game.

     Rick Shapiro, Enron exec: And then what are we doing, are we
     exporting some of the 'fish kill power' out of California?

     Tim Belden, Enron trader: We are exporting some power from
     California to the southwest.

     In another tape, a trader remarks that:

     "You know what they're doing?  They're selling the
      fish in Oregon to the State of California for
      $250 because they're shutting off the spill.
     They're killing thousands of fish."

Senator Cantwell and Steve Johnson, Executive Director of the
Washington Public Utility Districts Association, said the
scheme was the latest example of how Enron's energy market
manipulation harmed Northwest ratepayers, which the Federal
Energy Regulatory Commission has yet to acknowledge.  Cantwell
and Johnson said relief from the Federal Energy Regulatory
Commission was long overdue.

"This new evidence shows that as the Northwest was scrambling to
supply California with emergency power, Enron was working just as
hard to manipulate energy markets by shipping power out of
California to the Southwest," Sen. Cantwell said.  "How can anyone
deny that the Northwest was harmed by Enron's shenanigans and that
Enron knew it?  It's about time that federal regulators stepped up
to the plate and recognize that we paid a price and deserve some
relief."

The financial documents show that Enron was in fact exporting
power from California to the Southwest, where caps were not in
place and prices were often higher.  On these same days, the
Bonneville Power Administration was asked to stretch the Northwest
system and send as much power to California as possible, to meet
emergency conditions.  BPA was taking extra steps to maximize its
hydro production, sending about 19,500 Megawatt-hours (MWh) into
California markets on August 3 and August 4, 2000.  On these same
days, financial records released so far show Enron exported about
6,700 MWh of power out of California to the Southwest.

                     August 3, 2000   August 4, 2000      Total
                     --------------   --------------      -----
BPA sales to CA        10,310 MWh        9,274 MWh    19,584 MWh
Enron exports           2,240 MWh        4,491 MWh     6,731 MWh

Headquartered in Houston, Texas, Enron Corporation is in the midst
of restructuring various businesses for distribution as ongoing
companies to its creditors and liquidating its remaining
operations.  Before the company agreed to be acquired, controversy
over accounting procedures had caused Enron's stock price and
credit rating to drop sharply.  The Company filed for chapter 11
protection on December 2, 2001 (Bankr. S.D.N.Y. Case No. 01-
16033).  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.
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. 123;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON CORP: LeBoeuf Will Pay $1,050,000 Under Settlement Agreement
------------------------------------------------------------------
On October 30, 2003, Enron and its debtor-affiliates asked
LeBoeuf, Lamb, Greene & MacRae, LLP, to disgorge payments totaling
$2,083,741 that Enron Corporation made to LeBoeuf within 90 days
of the Petition Date, pursuant to Sections 547, 548 and 550 of the
Bankruptcy Code.

LeBoeuf asserts that $334,281 of the Transfers was returned to
the Debtors postpetition and the remaining Transfers are not
subject to avoidance and disgorgement because, among other
reasons, the transfers were made in the ordinary course of
business pursuant to Section 547(c)(2).

After extensive due diligence and arm's-length negotiations, the
parties agreed to settle and compromise their dispute by
LeBoeuf's:

    (i) payment of $1,050,000 to the Debtors and

   (ii) waiver of any claims it may possess against the Debtors
        arising pursuant to Section 502(h).

By a Stipulation dated November 21, 2003, as amended, the parties
agreed to toll:

   (a) the statute of limitations under Chapter 5 of the
       Bankruptcy Code, and all other time limitations or
       time-based defenses in respect of any claim or cause of
       action against LeBoeuf which might be asserted by one or
       more of the Debtors under or through Sections 502, 506,
       541, 544, 547, 548, 549, 550 and 553; and

   (b) any defenses, set-offs and counterclaims to the Claims
       which might be asserted by LeBoeuf.

Pursuant to the Settlement Procedures Order, the Debtors must
first obtain the consent of the Official Committee of Unsecured
Creditors to the proposed Settlement Agreement and seek the
Court's approval of the proposed Settlement Agreement pursuant to
Rule 9019 of the Federal Rules of Bankruptcy Procedure.

The Debtors concluded that the compromise and settlement is in
the best interest of their estates, considering, among other
things, LeBoeuf's asserted defenses and the costs, expense and
delay associated with litigating the disputed matters and issues.

The Committee has no objection to the Debtors' entry into the
Settlement Agreement.

Accordingly, at the Debtors' behest, Judge Gonzalez approves
these Settlement terms:

   (a) LeBoeuf will pay the Settlement Amount to the Debtors
       immediately by wire transfer to "Enron Corp., et al." at
       Citibank New York, Account #323-397530 ABA #021000021;

   (b) Upon full and complete payment of the Settlement Amount,
       the Debtors will be deemed to have waived and released
       any and all claims arising under Chapter 5 of the
       Bankruptcy Code that they may have against LeBoeuf
       arising out of or relating to the Demand;

   (c) LeBoeuf will be deemed to have waived and released any
       and all claims it may have against the Debtors arising
       out of or relating to the Demand and the Transfers;

   (d) LeBoeuf will not file any proofs of claim in the Debtor's
       cases in connection with its payment of the Settlement
       Amount.  Any claim by LeBoeuf will be deemed expunged
       without further Court order; and

   (e) The Settlement Amount will be retained by the Debtors and
       will neither disbursed nor used until the earlier to occur
       of:

          (i) an agreement between the Debtors and the Committee
              with respect to the release of the proceeds and

         (ii) a Bankruptcy Court Order.

Headquartered in Houston, Texas, Enron Corporation is in the midst
of restructuring various businesses for distribution as ongoing
companies to its creditors and liquidating its remaining
operations.  Before the company agreed to be acquired, controversy
over accounting procedures had caused Enron's stock price and
credit rating to drop sharply.  The Company filed for chapter 11
protection on December 2, 2001 (Bankr. S.D.N.Y. Case No.
01-16033).  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.
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. 123;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FURNAS COUNTY: Asks Court for More Time to File Chapter 11 Plan
---------------------------------------------------------------
Furnas County Farms, Furnas County Farms Marketing Company,
L.L.C., 7-11 Pork Foods, Inc., Arapahoe Feed Mill, L.L.C., and
Furnas County Trucking, L.L.C., ask the U.S. Bankruptcy Court for
the District of Nebraska to extend the period within which they
have the exclusive right to file a Plan of Reorganization until
December 30, 2004, and to extend their exclusive period to solicit
acceptances for that Plan until February 28, 2005.

Joseph H. Badami, Esq., at Woods & Aitken, LLP, in Lincoln,
Nebraska, tells the Court that the Debtors have liquidated
substantially all of their assets pursuant to Section 363 of the
Bankruptcy Code.  There remain items of personal property to be
disposed of by the Debtors including vehicles, accounts receivable
and other assets, all of which are collateral for the loans of the
Banks.  The Debtors and the secured lenders are in the process of
determining the most expeditious manner in which to conclude the
bankruptcy cases, either through dismissal or through a plan.
The Debtors ask that the exclusive period be extended while they
talk to their secured creditors about whether to formulate a plan
or dismiss the cases.

Headquartered in Columbus, Nebraska, Furnas County Farms operated
the largest swine operations in Nebraska, South Dakota and Iowa.
The Company, along with its affiliates, filed for chapter 11
protection (Bankr. D. Neb. Case No. 04-81489) on May 3, 2004.
James Overcash, Esq., and Joseph H. Badami, Esq., at Woods &
Aitken, LLP, represent the Debtors.  When the Debtor filed for
protection from its creditors, it listed over $50 Million in
estimated assets and over $100 Million in estimated liabilities.


HLM DESIGN: Wants to Employ Hamilton Gaskins as Counsel
-------------------------------------------------------
HLM Design, Inc., and its debtor-affiliates, sought and obtained
permission from the U.S. Bankruptcy Court for the Western District
of North Carolina to engage Hamilton Gaskins Fay & Moon, PLLC as
their bankruptcy counsel.

Hamilton Gaskins is expected to:

    a) provide legal advice with respect to the powers and
       duties as debtors-in-possession in the continued
       operation of its business and management of its
       properties;

    b) negotiate, prepare, and pursue confirmation of a chapter
       11 plans and approval of a disclosure statement(s), and
       all related reorganization agreements and/or documents;

    c) prepare on behalf of the Debtors necessary applications,
       motions, answers, orders, reports, and other legal
       papers;

    d) appear in Court to protect the interests of the Debtors
       before the Court; and

    e) perform all other legal services for the Debtors which
       may be necessary and proper in these chapter 11
       proceedings.

The principal attorneys and paralegals who will provide services
to the Debtors and their current hourly rates are:

           Professional              Rate
           ------------              ----
           Travis W. Moon            $375
           T. Jonathan Adams          250
           Kevin M. Profit            205
           Shannon Myers (paralegal)  125

To the best of the Debtors' knowledge, Hamilton Gaskins is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Charlotte, North Carolina, HLM Design
-- http://www.hlmdesign.com/-- provides architectural,
engineering and project planning services. The Company and its
debtor-affiliates filed for chapter 11 protection on August 27,
2004 (Bankr. W.D. NC. Case No. 04-33049).  When the Debtors filed
for protection they listed approximately $4 million in total
assets and more than $10 million in total debts on a consolidated
basis.


HLM DESIGN: Turns to the Finley Group for Financial Advice
----------------------------------------------------------
The Honorable George R. Hodges of the U.S. Bankruptcy Court for
the Western District of North Carolina gave his stamp of approval
to HLM Design, Inc., and its debtor-affiliates' request for
authority to engage the Finley Group as their financial
consultants.

Specifically, Finley will:

    a) validate working capital requirements and the Debtors'
       ability to generate the working capital necessary to
       execute its business model;

    b) evaluate current capital structure;

    c) evaluate "core business" viability;

    d) validate current year sales and marketing plan;

    e) validate current year financial projections; and

    f) provide other consulting services as requested by
       management or counsel to the Debtors.

Armand J. Carrano, Jr., is the principal consultant who will
provide services to the Debtors.  Mr. Carrano discloses that the
Debtors paid the Firm a $347,973 prepetition retainer and an
additional $100,000 retainer.  Mr. Carrano will bill at an hourly
rate of $325.  All associates who will provide services to the
Debtors will charge $200 per hour.

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

Headquartered in Charlotte, North Carolina, HLM Design
-- http://www.hlmdesign.com/-- provides architectural,
engineering and project planning services. The Company and its
debtor-affiliates filed for chapter 11 protection on August 27,
2004 (Bankr. W.D. NC. Case No. 04-33049).  Travis W. Moon, Esq.,
at Hamilton, Gaskins, Fay & Moon, PLLC, represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection they listed approximately $4 million in total assets
and more than $10 million in total debts on a consolidated basis.


INTEGRATED HEALTH: Asks Court to Approve Felser Settlement
----------------------------------------------------------
On December 10, 1998, Jay M. Felser and Felser Health Ventures,
Inc., filed a complaint before the Circuit Court for Baltimore
County in Maryland against more than 70 defendants, including:

   (1) Integrated Health Services, Inc.;

   (2) Two IHS non-debtor subsidiaries, Integrated Health
       Services Franchising Co., Inc., and Integrated Health
       Services Facility Management, Inc.;

   (3) Lyric Health Care, LLC, a former partially owned non-
       debtor subsidiary of IHS, and certain of its
       subsidiaries;

   (4) Timothy F. Nicholson, former IHS director who was also
       affiliated with the Lyric Entities;

   (5) TFN Healthcare Investors, Inc., a corporation controlled
       by Nicholson, which held a membership interest in Lyric;

   (6) Monarch Properties, LLC, and certain of its affiliates;

   (7) Dr. Robert N. Elkins, co-founder and former President and
       CEO of IHS;

   (8) Shirlene Elkins, the wife of Mr. Elkins;

   (9) Brian Davidson, former officer of IHS;

  (10) The Vinca Group, LLC, an entity which provided consulting
       services to IHS before the Filing Date; and

  (11) Alice Katz, a principal of Vinca Group.

The Felser Action alleges that in 1995, IHS entered into an oral
contract to pay the Felser Parties a 1% fee for certain services
provided to IHS.  Pursuant to the oral contract, the Felser
Parties alleged that they should have been paid a fee for their
concept proposal that was used as the basis for a set of
transactions IHS and Lyric undertook in 1998.  With respect to the
transactions, IHS and Lyric transferred certain nursing facilities
to Monarch, which were subsequently leased back to Lyric and
managed by IHS.  The Defendants disputed the Felser Parties'
contentions on various grounds, including among other things,
that:

   -- there never was any agreement between IHS and Mr. Felser;
      and

   -- Mr. Felser released all claims of the sort asserted in the
      Felser Action pursuant to a settlement agreement executed
      in 1996.

The Felser Parties asserted claims against IHS, Lyric and Monarch
for breach of contract, fraud, civil conspiracy and detrimental
reliance.  The Felser Parties sought compensatory damages in
excess of $15,000,000 and $150,000,000 in punitive damages, plus
unqualified claims for attorney's fees and costs.

On November 17, 2000, the Bankruptcy Court modified the automatic
stay to allow the Felser Parties to file an amended complaint.
The Felser Parties added claims against the other Defendants to
the Action.

                 IHS' Applicable Insurance Policy

Before the Petition Date, IHS purchased a Directors, Officers and
Corporate Liability Insurance Policy issued by National Union
Fire Insurance Company of Pittsburgh, Philadelphia.  The Policy
provides insurance coverage for liabilities of directors and
officers of IHS and its subsidiaries under certain circumstances.

The Policy is subject to a $500,000 self-insured retention
obligation per claim.  The Policy provides for a $35,000,000
single, total coverage limit, inclusive of defense costs plus
excess policies extending the aggregate coverage to $90,000,000.

The Felser Action is one of three pending lawsuits potentially
covered by the Policy.  The other two lawsuits are:

   -- An action commenced by Don G. Angell and certain of his
      affiliates against former officers of IHS, which is pending
      in the U.S. District Court for the Middle District of North
      Carolina; and

   -- An action commenced by the Official Committee of Unsecured
      Creditors, on behalf of the IHS Debtors' estates, against
      current and former directors of IHS.  The Action is pending
      before the Court of Chancery of the State of Delaware, New
      Castle County.

                     The Adversary Proceeding

On May 15, 2001, the IHS Debtors commenced an adversary proceeding
against the Felser Parties to stay the Felser Action pursuant to
Section 362 of the Bankruptcy Code.  The Debtors complained that
the Felser Action sought to recover proceeds from the Policy.  In
the alternative, the IHS Debtors asked the Bankruptcy Court to
enjoin the Felser Parties from prosecuting the Felser Action
during the pendency of their Chapter 11 cases.  The IHS Debtors
also sought a preliminary injunction of the prosecution of the
Felser Action on the same grounds.

On May 5, 2002, the Bankruptcy Court:

   (a) denied the IHS Debtors' request for preliminary
       injunction;

   (b) modified the automatic stay to allow the Felser Parties to
       prosecute their claims in the State Court and enforce any
       judgment in their favor to the extent of available
       insurance coverage under the Policy; and

   (c) authorize the Felser Parties to file an unliquidated proof
       of claim against the IHS Debtors' estates, subject to a
       $16,000,000 cap solely for purposes of the Felser Parties'
       entitlement to distributions from the Debtors' estates.

        Excluded Liabilities Relating to the Felser Action

Pursuant to the Plan, IHS Liquidating, LLC, as successor to the
IHS Debtors, is responsible for fully satisfying all Allowed
Administrative Expense Claims that are Excluded Liabilities under
their Stock Purchase Agreement with Abe Briarwood Corp.  The
Excluded Liabilities include IHS' postpetition obligations to the
Elkinses, Lyric and Monarch with respect to their costs arising
out of the Felser Action:

   (i) Pursuant to a January 2001 separation agreement between
       IHS and Mr. Elkins, IHS agreed to pay a $500,000 self-
       insured retention obligation under the Policy plus all
       defense costs incurred by the Elkinses as defendants in
       the actions covered by the Policy; and

  (ii) Pursuant to a settlement approved by the Plan Confirmation
       Order between IHS and Lyric, IHS agreed to indemnify Mr.
       Nicholson, TFN, Lyric and Monarch for attorney's fees and
       other costs and expenses of up to $250,000 in connection
       with the Felser Action, to the extent not otherwise
       covered by the Policy.

                     Carrier Coverage Dispute

After the Bankruptcy Court authorized the Felser Action to
proceed, IHS asserted that the Felser Claims against it, which
were mere unsecured non-priority claims for which IHS could
reasonably accept a default judgment rather than pay defense
costs, did not require defense.  IHS believed that National Union
should fund all defense costs because the Policy covered
liabilities of the Elkinses, Mr. Nicholson, Mr. Davidson, Lyric,
and IHS.

National Union disputed IHS' interpretation of the Policy, arguing
that:

   * the Felser Action was, in substance, a breach of contract
     claim against IHS, which is not covered by the Policy;

   * Mr. Elkins' alleged liability was not covered because he was
     being sued in his capacity as an agent of Monarch, rather
     than as CEO of IHS;

   * Mr. Nicholson's alleged liability was not covered because he
     was being sued in his capacity as an agent of Lyric, rather
     than as a director of IHS; and

   * Lyric was not covered because it was not controlled by
     IHS, as is required to be an insured subsidiary under the
     Policy.

IHS and the National Union failed to reconcile their disagreement
as to the scope of coverage under the Policy.  As a result, the
accrued fees of the defense counsel remain unpaid as of the
Effective Date.

To enable the defense of the parties to proceed, IHS Liquidating
and the National Union agreed to an allocation of the defense
costs whereby:

   -- National Union will waive IHS' retention obligation and
      pay 35% of the litigation costs associated with the defense
      of the Felser Action; and

   -- IHS Liquidating will pay the remaining 65% of accrued and
      future litigation costs.

As a result of the allocation, IHS Liquidating paid substantial
attorney's fees, a portion of which is allocable toward the
satisfaction of IHS Liquidating's indemnification obligations
under the Lyric Settlement.  However, the amount of the allocation
is subject of a dispute between IHS Liquidating and the Lyric
Defendants.

       Prosecution & Procedural Status of the Felser Action

Before the Court lifted the automatic stay in May 2002, the
Felser Parties amended the Felser Action twice to name additional
Defendants.  On December 16, 2002, the State Court dismissed the
Second Amended Complaint in its entirety, but allowed the Felser
Parties to replead.  The Felser Parties filed a Third Amended
Complaint that was again contested by the Defendants.  The State
Court, ruling in the Defendants' favor, dismissed certain of the
Felser Parties' claims, without prejudice.

On October 27, 2003, the Felser Parties filed a Fourth Amended
Complaint.  Subsequently, IHS filed a counterclaim against the
Felser Parties for damages and attorney's fees based on the
Felser Parties' breach of the 1996 Settlement.

On April 24, 2004, after considering cross-motions to dismiss
filed by the Defendants and the Felser Parties, the State Court:

   (i) dismissed with prejudice the Felser Claims against Lyric,
       Monarch, Mr. Nicholson, TFN and IHS' Non-Debtor
       Subsidiaries; and

  (ii) sustained IHS' Counterclaim.

Three Defendants currently remain active in the wake of the State
Court's decision -- IHS, Mr. Davidson and the Elkinses.  The
Felser Parties' breach of contract, quantum meruit and negligent
misrepresentation claims survive against IHS, and claims for
negligent misrepresentation survive against Mr. Davidson and the
Elkinses.  Currently, other than some production of documents, the
parties have not engaged in any discovery.

                       The Felser Agreement

After the State Court's ruling, in consideration of the likely
expenses associated with litigating the Felser Action to a
conclusion, IHS Liquidating and the Felser Parties agreed to
undertake a binding mediation process.  The mediation was held
before the State Court and concluded in an agreement in principle,
which provides for the full and final settlement and compromise of
the Felser Claims:

   (a) IHS Liquidating will pay Mr. Felser $1,000 and Felser
       Health Ventures $249,000 as reimbursement for litigation
       fees, expenses, advanced costs, and payment for Felser
       Health Venture's alleged claims of detrimental reliance.
       National Union will reimburse IHS Liquidating for $100,000
       in respect of the Settlement Payments;

   (b) The parties will execute and file a Stipulation of
       Dismissal with Prejudice, providing for the voluntary
       dismissal of the Felser Action;

   (c) All proofs of claim filed by the Felser Parties, including
       without limitation, Claim No. 13779, will be deemed to
       have been withdrawn with prejudice;

   (d) IHS will dismiss the Adversary Proceeding with prejudice;

   (e) The Felser Parties, on the one hand, and Mr. Davidson, the
       Elkinses, IHS Long Term Care, Inc., and IHS Liquidating,
       on the other, will exchange mutual releases with respect
       to claims arising out of the Felser Action, the Adversary
       Proceeding and the Felser Parties' contemplated provision
       of consulting services.  The Felser Parties will not be
       deemed to release Vinca Group or Ms. Katz, neither of
       which is a party to the Felser Agreement;

   (f) Mr. Davidson, the Elkinses, IHS Long Term Care, Inc., and
       IHS Liquidating agree not to assert any claims against
       Vinca Group and Ms. Katz relating to the Felser Action or
       the Adversary Proceeding.  Breach of this covenant will
       entitle the Felser Parties to be held harmless by the
       party making the claim from all resulting liabilities,
       costs and attorney's fees; and

   (g) Either party may terminate the Felser Agreement if the
       Settlement Payments are not received by October 8, 2004.

Joseph M. Barry, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, tells Judge Walrath that the Felser
Agreement is the product of arm's-length negotiations between the
parties and reflects IHS Liquidating's "extensive consideration of
the relevant legal, factual and economic issues surrounding the
continued defense of the Felser Action."  While IHS Liquidating
believes that its defenses to the Felser Action are strong,
certain of the Felser Claims survived requests to dismiss, thus,
making the ultimate outcome of any litigation uncertain.  If the
Felser Agreement is not approved, IHS Liquidating anticipates that
the Felser Parties will seek to further amend the Complaint and
undertake substantial discovery.  Some or all of the remaining
claims may then be subject to a trial.  Given that the parties are
at the initial stages of discovery, IHS Liquidating believes that
the defense of the Felser Action to a litigated conclusion will
exceed the amount of its share of the Settlement Payments.

Mr. Barry maintains that the Felser Action and related issues will
continue to be complex and expensive, involving the review of a
broad range of old and complicated transactions that will involve
thousands of documents.  Approval of the Settlement Agreement will
eliminate the expense and burden of the litigation.  Moreover,
there is a remaining dispute between IHS Liquidating, National
Union and Lyric as to the proper apportionment of liability among
the various insured and non-insured Defendants.  Approval of the
Felser Agreement will prevent the incurrence of additional time
and expense that would accompany a litigated resolution of that
issue.

Separate and apart from IHS Liquidating's indemnification
obligations and its coverage disputes with National Union, IHS
Liquidating believes that if the Felser Agreement is not approved,
it will have to litigate the Felser Action on IHS' behalf.  If IHS
Liquidating opts to avoid litigation altogether and allow a
default judgment to be entered against IHS, the Felser Parties
will receive a distribution on account of their Allowed General
Unsecured Claim that would exceed the cost of litigating the
Felser Action to a successful conclusion.

Assuming an ultimate distribution of 3% to the holders of Allowed
General Unsecured Claims under the Plan, Mr. Barry points out that
the Felser Parties would recover $480,000 on account of a
$16,000,000 Allowed Claim.  Consequently, the resolution of the
Felser Action and all the related liabilities pursuant to the
Felser Agreement is less costly than IHS Liquidating's
alternatives.

Mr. Barry also notes that once the Felser Action has been settled,
the only remaining claims against the Policy will be those arising
out of the Angell Action and the Compensation Action.  IHS
Liquidating's potential indemnity obligations to the defendants in
the Angell Action must be resolved before IHS Liquidating can make
an initial distribution to the holders of General Unsecured
Claims.  Since the Post-Confirmation Committee controls the
Compensation Action, the settlement of the Felser Action will give
the Angell Action defendants greater assurance that there will be
adequate insurance under the Policy to cover IHS Liquidating's
indemnification obligations.  Thus, the Felser Agreement will aid
in the elimination of one of the last remaining obstacles
preventing IHS Liquidating from making a distribution to
creditors.

IHS Liquidating asks the Court to approve the Felser Settlement.

Headquartered in Owings Mills, Maryland, Integrated Health
Services, Inc. -- http://www.ihs-inc.com/-- IHS operates local
and regional networks that provide post-acute care from 1,500
locations in 47 states. The Company filed for chapter 11
protection on February 2, 2000 (Bankr. Del. Case No. 00-00389).
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the Debtors in their restructuring efforts.  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. 80; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


KAISER ALUMINUM: Asks Court to Approve TRC Exit Strategy Contract
-----------------------------------------------------------------
Kaiser Aluminum and Chemical Corporation own or has liabilities
with respect to property located in Chalmette and Baton Rouge, in
Louisiana, and Ravenswood, West Virginia.

                        Chalmette Landfill

In 1950, KACC built a facility known as the Chalmette Aluminum
Reduction Works on a green site in Chalmette, Louisiana, and
operated it on a continuous basis until the mid-1980s, when
operations were terminated.  Historic disposal practices at the
facility resulted in the creation of a landfill known as the
Chalmette Landfill, a large landfill containing spent potlining.
Over time, KACC sold portions of the facility and adjacent
operations.  In 1989, KACC sold 200 acres at the Chalmette site to
the St. Bernard, Harbor and Terminal District of Chalmette,
retaining only the closed Chalmette Landfill.  KACC has ongoing
obligations and liabilities with respect to the Landfill.

                          East Landfill

From 1944 to 1983, KACC operated a facility known as the Baton
Rouge Alumina Works in Baton Rouge, Louisiana.  Portions of the
Baton Rouge operation were sold, while other portions formerly
associated with the operation were retained, including the East
Landfill.  The East Landfill resulted from historic disposal
practices at the Baton Rouge Alumina Works.  The Landfill contains
a wide-range of materials and has no development potential.  KACC
has ongoing obligations and liabilities with respect to the
Landfill.

                      Ravenswood SPL Property

In 1956, KACC built a primary aluminum reduction smelter and an
adjacent rolling mill in Ravenswood, West Virginia, known as the
Ravenswood Works, to fabricate foil, sheet, and plate.  KACC
operated it until 1988 when it sold the Ravenswood Works to
Century Aluminum of West Virginia, Inc., pursuant to an Amended
and Restated Asset Purchase Agreement dated December 13, 1988.
Under the terms of the sale, KACC continues to have responsibility
for environmental liabilities arising out of activities occurring
during its ownership of the Ravenswood Works.  Furthermore,
pursuant to various agreements between KACC and Century WV, KACC
retained or re-obtained title to certain areas of the Ravenswood
Works commonly known as the Spent Potliner Pile, the Discolored
Puddle Area, and the Spent Potliner Vault -- the Ravenswood SPL
Property.  Subsequently, in 1999, Century WV sold, among other
things, the rolling mill to Pechiney Rolled Products, LLC.  KACC
has ongoing obligations and liabilities with respect to the
Ravenswood SPL Property as well as the Ravenswood Works.

                          The Claims

Both Century WV and Pechiney have asserted claims against KACC in
the Chapter 11 cases with respect to the Ravenswood Works.
Specifically, Century WV filed Claim No. 1917 and Pechiney filed
Claim No. 7124, each asserting a claim in unliquidated amounts
with respect to alleged obligations of KACC at the Ravenswood
Works, including indemnification provisions in certain agreements
relating to the Ravenswood Works.

To address KACC's environmental obligations associated with the
discontinued operations at the Sites, KACC contacted TRC
Companies, Inc., and TRC Environmental Corporation.  TRC is a
company in the business of assuming liabilities and a market
leader in fixed-cost remediation solutions.  KACC contacted TRC to
negotiate an economic way of satisfying its obligations with
respect to the Sites.  After several months of negotiations, the
parties entered into an exit strategy contract.

The significant terms of the Exit Strategy Contract are:

(A) Assumption of Environmental Liabilities

    Upon the closing date of the Contract, TRC will assume, among
    other liabilities, any liabilities associated with:

    (a) the remedial actions associated with each Site that are
        currently KACC's legal obligation;

    (b) any and all conditions and problems arising with respect
        to the Sites after the Closing Date;

    (c) any contamination present at the Sites before the Closing
        Date;

    (d) the natural resource damages caused by contamination at
        the Sites except damages that occurred solely and
        exclusively before the Closing Date; and

    (e) all obligations to be performed by TRC under a separate
        agreement with KACC, Century WV, Century Aluminum
        Company, and Pechiney, with respect to the Ravenswood
        Works -- the Ravenswood Agreement.

    TRC will not assume responsibility with respect to:

    -- the presence of contamination on property other than the
       Sites, except as required under the Ravenswood Agreement;

    -- worker health claims arising from pre-Closing Date injury
       or exposure;

    -- third party bodily injury or property damage claims
       arising solely from pre-Closing Date injury from exposure
       to pre-existing contamination;

    -- KACC's obligations that are discharged under a confirmed
       plan of reorganization that includes KACC, except to the
       extent expressly assumed by TRC under the Ravenswood
       Agreement;

    -- any past costs incurred by KACC or any other party
       before the effective date of the Contract;

    -- natural resource damages that occurred solely and
       exclusively before the Closing Date; and

    -- liabilities expressly assumed and to be performed by
       Century or Pechiney under the Ravenswood Agreement.

(B) Transaction Price

    KACC agrees to pay TRC $15,365,387, which TRC will
    allocate and use, in part, to purchase an environmental
    insurance policy.

(C) Title Transfer

    On the Closing Date, KACC will transfer title to the
    Sites to TRC.

(D) Insurance

    TRC is required to obtain and maintain, at its sole cost and
    expense, the insurance coverages described in the Contract,
    including the Environmental Insurance Policy.  All policies
    for each insurance coverage must, at a minimum, name TRC as
    the named insured and KACC, and Pechiney as the additional
    named insureds.

(E) Assignment of Permits and Contracts

    KACC will transfer and assign to TRC, subject to the approval
    by the parties, if required, all of KACC's interest in any
    permits, licenses, approvals, contracts, decrees, and orders
    relating to the use, operation, maintenance or remediation of
    the Sites.  TRC will assume and perform all the obligations
    and terms of the Permits and Contracts.  Moreover, TRC will
    execute all applicable documents and cooperate with KACC to
    take all other actions necessary to effect the assignment of
    the Permits and Contracts.  TRC will assume all obligations
    with respect to the Permits and Contracts irrespective of the
    timing and receipt of approval from any applicable
    governmental authority or third party.

(F) Financial Assurance

    TRC will post all financial assurance for each Site that
    is required by any federal, state, provincial, or local
    environmental laws and agreements.  To that end, TRC will
    provide to the applicable governmental authorities, as
    promptly as practicable after the effective date of the
    Contract, the required proof of financial assurance for each
    Site as required by the environmental laws.

(G) TRC Releases

    TRC and its affiliates will release KACC and its affiliates
    from any and all losses of any kind associated with the
    Sites, except for the Excluded Matters.

(H) Century Releases

    Except for certain excluded liabilities, Century, for itself
    and its affiliates, will release KACC and its affiliates
    under the Ravenswood Agreement from any losses of any kind
    associated with the Ravenswood Works to the extent arising
    from acts, omissions, or conditions occurring or existing
    before the effective date of the Ravenswood Agreement,
    including with respect to Claim No.19117, which Century
    agrees will be withdrawn.

    KACC and its affiliates are not released from:

    -- their obligations under the Ravenswood Agreement;

    -- any liability for any intentional misrepresentation of
       fact in the Ravenswood Agreement or intentionally
       fraudulent act in the inducement for Century or Pechiney
       to enter into the Ravenswood Agreement; or

    -- any liability for any health claims brought by or on
       behalf of any current or former employee of KACC or
       its contractor or subcontractor arising out of any
       employment with KACC, or any act or omission of KACC
       at the Ravenswood Works before December 16, 1988.

(I) Pechiney Releases

    Except for the Excluded Liabilities, Pechiney, for itself and
    its affiliates, will release KACC and its affiliates under
    the Ravenswood Agreement from any losses of any kind
    associated with the Ravenswood Works to the extent arising
    from acts, omissions, or conditions occurring or existing
    before the effective date of the Ravenswood Agreement,
    including with respect to Claim No. 7323, which Pechiney
    agrees will be withdrawn.

(J) TRC Indemnification

    Under the Contract, TRC will indemnify and defend KACC and
    its affiliates from various liabilities, including those
    liabilities that arise directly or indirectly from:

    (a) any contamination at the Sites; or

    (b) any activities, acts, or omissions, including performance
        of or failure to perform the Assumed Obligations, of or
        by TRC, or any subsidiary of TRC that may hold title to
        the Sites, or their employees, officers, consultants,
        contractors or other agents or representatives, but
        excluding any Excluded Matters.

(K) Century Indemnity

    Under the Ravenswood Agreement, Century will indemnify and
    defend KACC and TRC from and against any losses arising out
    of any negligent acts or omissions or willful misconduct of
    or by Century, its officers, agents, employees and
    subcontractors with respect to certain of Pechiney's
    obligations under the Ravenswood Agreement.

(L) Pechiney Indemnity

    Under the Ravenswood Agreement, Pechiney will indemnify and
    defend the KACC and TRC from and against any losses arising
    out of any negligent acts or omissions  or willful misconduct
    of or by Pechiney, its officers, agents, employees, and
    subcontractors with respect to certain of Pechiney's
    obligations under the Ravenswood Agreement.

Kimberly D. Newmarch, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, tells Judge Fitzgerald that the TRC
Contract and the Ravenswood Agreement present the most cost-
effective manner of ensuring continued compliance with
environmental laws, protection of the environment, and addressing
KACC's environmental liabilities associated with the Sites in
context of KACC's restructuring efforts.  Moreover, the Contract
and the Ravenswood Agreement:

   (a) allows KACC to transfer title to the Sites, thereby
       further reducing any potential future liability with
       respect to the Sites; and

   (b) enhances KACC's ability to reach consensus in the
       reorganization process by reducing uncertainty and the
       time and expense of additional negotiation or litigation
       that might otherwise be required with respect to priority
       environmental claims and the associated effect on, and
       viability of, the emerged entity.

By this motion, the Debtors ask the Court to approve the Exit
Strategy Contract and the Ravenswood Agreement.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation --
http://www.kaiseral.com/-- operates in all principal aspects of
the aluminum industry, including mining bauxite; refining bauxite
into alumina; production of primary aluminum from alumina; and
manufacturing fabricated and semi-fabricated aluminum products.
The Company filed for chapter 11 protection on February 12, 2002
(Bankr. Del. Case No. 02-10429).  Corinne Ball, Esq., at Jones,
Day, Reavis & Pogue, represent the Debtors in their restructuring
efforts. On September 30, 2001, the Company listed $3,364,300,000
in assets and $3,129,400,000 in debts. (Kaiser Bankruptcy News,
Issue No. 49; Bankruptcy Creditors' Service, Inc., 215/945-7000)


KMART CORP: Court Resolves Florida Tangible Property Tax Dispute
----------------------------------------------------------------
Resolving a tax dispute that arose between Kmart Corporation and
various Florida Tax Collectors, Judge Sonderby directs Kmart to
pay a portion of the gross tangible property tax and a reduced
amount of interest.

Judge Sonderby rules that the interest will be deemed to cease to
accrue on the portion of the gross tax paid to the Florida Tax
Collectors.  The interest is reduced from the Florida statutory
rate of 18% annually to the rate of 11% annually proposed by the
Debtors.  "Gross tax" will mean the amount of the actual gross tax
the Florida Tax Collectors assert to be due, exclusive of
interest, attorney's fees or other statutory costs.

The Debtors will pay 70% of the gross tax plus the 11% interest
rate from the date of delinquency until paid.  The Tangible
Person Property adequate protection is to be paid in one lump sum
to the Palm Beach County Tax Collector by August 31, 2004:

   Gross Tangible Personal Property Taxes            $3,331,732

   70% of Gross Tangible Personal Property Taxes     $2,322,212

   Interest at 11% on 70% of Gross Tangible
      Personal Property Taxes Calculated through
      August 2004                                      $363,436
                                                     ----------
   Total Tangible Personal Property
      Adequate Protection                            $2,695,649
                                                     ==========

The remaining 30% of the gross tax will continue to accrue
interest at the reduce rate of 11% per annum until paid.  The
Debtors will create and maintain a separate, segregated account on
the Florida Tax Collectors' behalf pending further Court order.
The 30% Account will include the balance of the gross tax not paid
as adequate protection plus an additional $100,000 to secure
additional interest accruals on the 30% Account.

The Order is entered without prejudice for the Florida Tax
Collectors to request additional adequate protection.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- is the
nation's  second largest discount retailer and the third largest
merchandise retailer. Kmart Corporation currently operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No. 02-
02474).  Kmart emerged from chapter 11 protection on May 6, 2003.
John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  (Kmart Bankruptcy News, Issue No. 80; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LIBERTY ELECTRIC: JPMorgan Schedules Auction for Tues., Sept. 14
----------------------------------------------------------------
JPMorgan Chase Bank will hold a public auction to sell 100 units
of Liberty Electric Power, LLC, representing 100% of the issued
and outstanding LLC Membership Interests in Liberty and certain
property pledged by Liberty on September 14, 2004 at 12:00 p.m.
at:

   30th Floor
   425 Lexington Avenue
   New York, New York 10017

Liberty is a party to extensive financing agreements with JPMorgan
with other lenders and is liable for secured debt in excess of
$275,000,000 that is currently in default under the terms of the
financing agreements.

The LLC Interests are to be sold as a single block to the highest
bidder.  All the LLC Interests are unregistered securities under
the Securities Act of 1933.

                         Terms of Sale

These are the terms of the sale:

   (1) Cash Sale

       Prospective purchasers must be prepared to pay in cash of
       cashier's check.  JP Morgan reserves the right to bid for
       and purchase the LLC Interests and all other Collateral to
       be sold and to credit the expenses of the sale and all or a
       portion of the principal, interest and any other amounts
       owing or for which Liberty and Liberty Electric PA, LLC are
       liable to JP Morgan against the purchase price.

   (2) Compliance with Federal Power Act/Public Utility Holding
       Company Act/applicable Regulatory requirements

       Prospective purchases must be prepared to close the
       purchase of any of the Collateral, including without
       limitation, the LLC interests in escrow prior to satisfying
       applicable regulatory requirements, including without
       limitation, provisions of the Federal Power Act, the Public
       Utility Holding Company Act of 1935, and Pennsylvania's
       public utility statutes, and prospective purchasers must
       provide a best efforts commitment to obtain any necessary
       regulatory approvals within 120 days of the sale.  The
       approvals will include (but not limited to) an approval of
       the Federal Energy Regulatory Commission under Section 203
       of the Federal Power Act for the transfer of the LLC
       Interests to the prospective purchaser.

   (3) Purchaser Representations

       Because the LLC Interests are unregistered and are being
       sold as a block, the purchaser of the LLC Interests will be
       required to execute a letter representing:

         (i) that it is purchasing the LLC Interests for its own
             account and not with the view to distribute them;

        (ii) that the LLC Interests will not be resold or
             transferred or otherwise hypothecated by the
             purchaser without prior registration in compliance
             with the provisions of the 33 Act and applicable
             state blue sky laws or unless an exemption of the 33
             Act and applicable state blue sky laws;

       (iii) that it possesses sufficient business experience to
             evaluate the risk of purchasing the LLC Interests;
             and

        (iv) that it has sufficient financial means to be able to
             afford the risk of the investment.

   (4) Restrictive Legend

       Certificates for the shares of the LLC Interests when
       issued to the purchaser, will bear an appropriate legend to
       the effect that the LLC Interests represented thereby may
       not sold or transferred without registration under the 33
       Act of the availability of a valid exemption from such
       requirements.

Parties may obtain financial and other information with respect to
the collateral by written request addressed to:

             Mr. Manochere Alamgir
             JPMorgan Chase Bank
             270 Park Avenue, 20th Floor
             New York, New York 10017

Liberty Electric Power, LLC, owns and operates an approximately
568 megawatt combined cycle gas-fueled electric generating plant
located in the Borough of Eddystone, Delaware County,
Pennsylvania.  Construction of the plant was completed in 2002.
The project company is an exempt wholesale generator under Section
32 of the Public Utility Holding Company Act and is authorized
under by the Federal Energy Regulatory Commission to sell electric
power at market-based rates.


LUCENT TECH: Invests $70 Million More for R&D Center in Jiangsu
---------------------------------------------------------------
Lucent Technologies (NYSE: LU) reported an additional investment
of $70 million for its 3G Mobility Research and Development Center
in Nanjing, the capital city of Jiangsu province.  The investment
will support the expansion of ongoing R&D activities at the
center.  The new investment reaffirms Lucent's long-term
commitment to the development of China's mobile networking
industry.

"Our further investment in the Nanjing R&D center reflects our
focus on enhancing our R&D capabilities in China and demonstrates
the importance of these activities for Lucent's operations
worldwide," said Mary Chan, president of Global Wireless Research
and Development for Lucent's Mobility Solutions Group.  "These
investments will enable Lucent to take advantage of the already
significant contributions of researchers and engineers in China to
support our customers globally."

This investment builds on a recent agreement between Lucent
Technologies and the Information Industry Department of Jiangsu
Province -- signed at a ceremony at Lucent Technologies'
headquarters in Murray Hill, New Jersey on July 23, 2004 -- to
collaborate on economic development projects in Jiangsu.

Lucent Technologies' 3G Mobility (Nanjing) R&D Center, which
opened in September 2003, focuses on projects supporting the
development of 3G spread-spectrum mobile networking technologies
including CDMA2000 and Wideband-CDMA (also known as Universal
Mobile Telecommunications System or UMTS).

Lucent Technologies, backed by its research arm Bell Labs, is a
global leader in the development of commercial 3G spread-spectrum
solutions.  Lucent's Mobility Solutions Group has deployed 3G
CDMA2000, CDMA450, and W-CDMA/UMTS networks with more than 30
mobile operators on the continents of North and South America,
Asia, Europe and in the Australia/New Zealand region.  Lucent has
deployed more than 90,000 spread-spectrum base stations for mobile
operators worldwide, of which 50,000 are already supporting 3G
services.

                   About Lucent Technologies

Lucent Technologies designs and delivers the systems, services and
software that drive next-generation communications networks.
Backed by Bell Labs research and development, Lucent uses its
strengths in mobility, optical, software, data and voice
networking technologies, as well as services, to create new
revenue-generating opportunities for its customers, while enabling
them to quickly deploy and better manage their networks.  Lucent's
customer base includes communications service providers,
governments and enterprises worldwide.  For more information on
Lucent Technologies, which has headquarters in Murray Hill, N.J.,
USA, visit http://www.lucent.com/For more information on
Lucent China, visit its web site at http://www.lucent.com.cn/

                         *     *     *

As reported in the Troubled Company Reporter on July 23, 2004,
Fitch Ratings has upgraded the senior unsecured debt of Lucent
Technologies to 'B' from 'B-', and the rating of the subordinated
convertible debentures and convertible trust preferred securities
to 'CCC+' from 'CCC'. The Rating Outlook is revised to Positive
from Stable. Approximately $6 billion of securities are affected
by Fitch's action.

The ratings upgrade reflects Lucent's continued improvement in
quarterly operating performance driven by a stabilized and growing
wireless telecommunications equipment end market, improved cost
structure, and return to profitability. Lucent's strengthened
balance sheet, as a result of the company's debt retirement
efforts, and manageable near-term debt obligations also support
the ratings action. The Positive Rating Outlook reflects Fitch's
belief that if industry conditions improve further and,
consequently, Lucent's operating metrics trend positively as they
have done the past few quarters, then additional ratings
improvement could occur.


MIRANT CORP: Asks Court to Approve Wawayanda Settlement Agreement
-----------------------------------------------------------------
Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, Mirant Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Northern District of Texas to
approve a settlement agreement, dated August 25, 2004, among
Mirant New York, Inc., on behalf of itself and Mirant NY-Gen, LLC,
the Town of Wawayanda, the Assessor for Wawayanda, and the Board
of Assessment Review of
Wawayanda.

Robin E. Phelan, Esq., at Haynes and Boone, LLP, in Dallas,
Texas, relates that in July 1999, the Debtors purchased the
Wawayanda Power Plant, along with other power plants in New York
State, from Orange & Rockland Utilities, Inc., and Consolidated
Edison Company of New York, Inc.  Of the $475,000,000 paid for the
assets, the Debtors allocated $1,626,153 to the Wawayanda Power
Plant.  The Wawayanda Power Plant is capable of generating 37.9
megawatts of electricity at peak operations.

Because the Wawayanda Power Plant is located at the Town, it is
subject to yearly ad valorem taxes by the Wawayanda Tax
Authorities.  After the Debtors' purchase, the Wawayanda Power
Plant has been taxed on these equalized assessments of value:

         Year          Amount
         ----          ------
         2000     $11,685,804
         2001       7,760,000
         2002       7,760,000
         2003       7,200,000

Mr. Phelan tells Judge Lynn that for each year from 2000 to 2003,
the Wawayanda Tax Authorities levied real property taxes against
the Wawayanda Power Plant in excess of $200,000.  In 2003, those
taxes accounted for 16% of the Wawayanda Power Plant's combined
operating expenses.

For what the Debtors saw to be an enormous disparity between the
$1,626,153 aggregate book value of the Wawayanda Power Plant in
1999 and the aggregate assessed value in subsequent years, Mirant
NY timely commenced a tax certiorari proceeding in New York state
court to challenge the valuation by the Wawayanda Tax Authorities.
In the Wawayanda State Proceeding, Mirant NY claimed a reduction
in the assessed values of the Wawayanda Power Plant, which would
result in refunds of about $534,269.

According to Mr. Phelan, the Wawayanda State Proceeding did not
materially progress in state court.  Indeed, from 2000 to 2002,
the Wawayanda State Proceeding was not assigned to a judge, no
discovery had taken place and no motions were filed.  Also, the
Wawayanda State Proceeding was essentially suspended while Mirant
and the Town of Haverstraw, New York negotiated and executed a
settlement agreement presumably resolving a similar real property
tax dispute.  Mirant believed that the Haverstraw Settlement would
serve as a model settlement for the Wawayanda State Proceeding.
However, Haverstraw reneged within a week of signing the
Haverstraw Settlement.  Mirant sought to enforce the Haverstraw
Settlement, but in April 2003, the New York Appellate Division
reversed the trial court decision and refused to enforce the
Haverstraw Settlement.

To ensure the efficient administration of the Debtors' bankruptcy
estates and to provide accelerated visibility to the ongoing
financial viability of their generation assets in New York, the
Debtors asked the Bankruptcy Court to determine their correct New
York real property tax liabilities related to the New York Power
Plants, including the Wawayanda Power Plant.

The Wawayanda Tax Authorities opposed the Court's exercise of
jurisdiction over the 505 Motion.  On January 8, 2004, the Court
established its jurisdiction over the 505 Motion, and ruled that
it would exercise that jurisdiction.  The January 8 Order was
crafted to allow the Wawayanda State Proceeding to proceed to
trial in New York provided, among other things, that it could be
timely adjudicated.  In any event, the Court ensured a timely
adjudication of the Debtors' tax disputes with the Towns under the
505 Motion by scheduling a trial beginning on September 20, 2004.

To preserve its rights under the Bankruptcy Code, including its
setoff rights under Section 558 of the Bankruptcy Code, Mirant NY
did not pay its 2003 tax bills of $257,894 issued by the
Wawayanda Tax Authorities:

    (a) County/Town tax bill issued for the tax period
        January 1, 2003 to December 31, 2003, totaling $79,057;
        and

    (b) School District tax bill issued for the tax period
        July 1, 2003 to June 30, 2004, totaling $178,837.

On April 1, 2004, the County paid the $257,895 of Unpaid
2003-2004 Wawayanda Taxes to the Town and the School District.
Absent the Settlement Agreement, Mirant NY could eventually owe
the County $257,895 for the assessment year 2003, plus applicable
penalties and interest at a 12% annual statutory rate.

Under the January 8 Order, the dispute between the Debtors and the
Wawayanda Tax Authorities are to be tried either by the Bankruptcy
Court or the New York Court no later than September 2004.  Given
the Court's directive, the Debtors immediately began to prepare
for trial in state court.

The settlement discussions resulted in an agreement, which:

    (a) resolves the pending 2000, 2001, 2002 and 2003 real
        property tax disputes;

    (b) establishes a value for real property tax purposes for
        the Wawayanda Power Plant through 2006, the maximum look-
        forward permitted by New York law;

    (c) sets forth the 2004 assessed values of the Wawayanda
        Power Plant because the 2004 assessment rolls were
        finalized prior to the execution of the Settlement
        Agreement;

    (d) reduces the 2004 equalized assessed value for the
        Wawayanda Power Plant by more than 46%, from $7,200,000
        to $3,915,328; and

    (e) reduces the tax assessments of the Wawayanda Power Plant
        based on the "Original Assessments" as they appear on the
        New York tax assessment rolls by about 46% for 2003 and
        2004 Assessments, 10% for the 2000 to 2002 Assessments.

The revised assessments for 2004 and 2003 will apply to the
Wawayanda Power Plant for 2005 and 2006.

The Wawayanda Tax Authorities owe Mirant NY $86,060604 in refunds
for the years 2000, 2001 and 2002, which will be treated as full
satisfaction of the Unpaid 2003-2004 Wawayanda Taxes, which totals
$117,653 as adjusted by the Settlement Agreement.  No refunds are
owed for 2003 because Mirant NY did not pay its property taxes
relating to the Wawayanda Power Plant for that year.

The Settlement Agreement further provides that the Wawayanda Tax
Authorities will waive all penalties and interests resulting from
Mirant NY's non-payment of 2003 taxes.  The Mirant Entities and
the Wawayanda Tax Authority Entities will release each other with
respect to various claims they may have against each other.  The
parties will use their best efforts to obtain timely entry of a
New York State Court order dismissing the Wawayanda State
Proceeding with prejudice by executing a stipulation of
discontinuance.

Mr. Phelan contends that the Settlement Agreement is favorable to
the Debtors because:

    (i) it provides the Debtors with refunds for past years and
        a 46% tax reduction for current and future years;

   (ii) it provides a means by which to avoid the litigation
        costs associated with the tax disputes concerning the
        Wawayanda Power Plant, which are not inconsiderable;

  (iii) Mirant NY will be able to close its books on all pre-2004
        real property taxes relating to the Wawayanda Power Plant
        without penalties and interests on the Unpaid 2003-2004
        Wawayanda Taxes;

   (iv) the Debtors avoid the risk of an adverse ruling on the
        valuation method applied; and

    (v) it avoids additional cost in litigating the dispute.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and indirect
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean.  The Company filed for
chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590).  Thomas E. Lauria, Esq., at White & Case LLP represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from their creditors, they listed $20,574,000,000
in assets and $11,401,000,000 in debts. (Mirant Bankruptcy News,
Issue No. 44; Bankruptcy Creditors' Service, Inc., 215/945-7000)


MIRANT CORPORATION: Wants Future Pepco Contract Payments Escrowed
-----------------------------------------------------------------
On August 4, 2004, the United States Court of Appeals for the
Fifth Circuit resolved the issue whether Mirant Corporation and
its debtor-affiliates may reject executory contracts that may be
subject to the jurisdiction of the Federal Energy Regulatory
Commission.  In its ruling, the Court of Appeals held that the
issue of rejection of the Back-to-Back Agreement is a matter of
federal bankruptcy law and not FERC jurisdiction.  Michelle C.
Campbell, Esq., at White & Case, LLP, in Miami, Florida, relates
that the Debtors hope that, upon remand, the issue of rejection of
the Back-to-Back Agreement will be determined promptly.  However,
the possibility exists for further delay caused by Potomac
Electric Power Company or the FERC seeking to have the issue of
rejection reheard in the Court of Appeals en banc or by seeking to
appeal the ruling to the United States Supreme Court, or due to
PEPCO otherwise aggressively contesting the issue of rejection.
While the Debtors are confident that they will ultimately prevail
on their Motion to Reject, every passing day imposes increased
burden and risks to the Debtors' estates, their creditors and
other parties-in-interest.

After the Petition Date, Ms. Campbell reports that PEPCO has
received more than $300,000,000 from the Debtors on account of
the Back-to-Back Agreement.  The payments are above-market and
have provided no positive benefit to the Debtors or their
estates.  Under the Back-to-Back Agreement, the Debtors
essentially repay PEPCO for all of its payment obligations to
three power suppliers.  In turn, PEPCO receives all revenues from
the sale of the power provided to it by those suppliers,
crediting to the Debtors the market price for the power so sold.

Although the tremendous burden on the Debtors under the Back-to-
Back Agreement is partially mitigated by PEPCO's transfer of
those revenues to the Debtors in the form of cash and credits,
Ms. Campbell points out that the net losses to the estates remain
significant.  During the period from July 2003 to July 2004, the
net harm to the Debtors under the Back-to-Back Agreement, taking
into account all mitigating revenue payments received from PEPCO,
was in excess of $132,000,000 -- the Overpayments -- a monthly
average loss to the estates of more than $10,000,000.

According to Ms. Campbell, when the Back-to-Back Agreement is
rejected, PEPCO will be obligated to return to the Debtors'
estates all postpetition payments the Debtors made under the
Back-to-Back Agreement.  PEPCO may then file a claim for
administrative expense priority under Section 503 of the
Bankruptcy Code for what it contends to be the value conferred
postpetition on the Debtors' estates and for rejection damages in
respect of all other amounts due.  If, by contrast, rejection of
the Back-to-Back Agreement is denied and assumption occurs, PEPCO
will likely be entitled to retain payments made by the Debtors
under the Back-to-Back Agreement and to receive all funds the
Debtors propose to put into escrow.

The Debtors seek the authority of the U.S. Bankruptcy Court for
the Northern District of Texas to pay all future amounts due to
PEPCO under the Back-to-Back Agreement into
an escrow account.

Pending resolution of the Motion to Reject, Ms. Campbell contends
that the Debtors need not, and should not, make any further
payments to PEPCO under the Back-to-Back Agreement.  This
approach is justified by both law and equity.

Under the Bankruptcy Code, postpetition claims need not be paid
until confirmation of a plan or "promptly" upon assumption of a
contract.  Pending assumption of a contract, a creditor may
request interim contractual payments under the theory of quantum
meruit but only to the extent that contract provides benefit to a
debtor's estate.  However, PEPCO has made no such request.  Even
if a request were to be made, Ms. Campbell asserts that PEPCO
cannot establish that the Back-to-Back Agreement provides actual
benefit to the Debtors' estates.  The evidence is indisputably to
the contrary.

"Equity also supports this result," Ms. Campbell states.  In
fact, the prior payments alone justify the termination of future
payments under the Back-to Back Agreement, at least until the
issue of rejection is resolved.  However, the Debtors do not seek
this relief at the moment.  Rather, the Debtors propose to honor
the arrangement suggested by the Court, and consented to by PEPCO
during the initial hearing on the Motion to Reject held on
August 28, 2003.

By authorizing the Debtors to make all future Back-to-Back
Agreement payments into escrow, Ms. Campbell explains that the
Court will prevent PEPCO from receiving any further windfall at
the expense of the Debtors' remaining creditors.  Creation of the
escrow will also insure a source of funds that may be returned to
the estates upon rejection of the Back-to-Back Agreement.
Furthermore, the proposed escrow protects PEPCO because the
Debtors will continue to make all required payments on time and
in full.  Finally, in the unlikely event that PEPCO prevails on
the issue of rejection and the Debtors ultimately assume the
Back-to-Back Agreement, the escrow will be readily available for
curing any "default" under the Back-to-Back Agreement.

For its part, PEPCO should continue to perform its obligations
under the Back-to-Back Agreement, whether by delivery of power or
by remitting to the Debtors the revenues received by PEPCO from
PJM Interconnection, LLC, for the power that is to be delivered
to the Debtors under the Back-to-Back Agreement.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and indirect
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean.  The Company filed for
chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590).  Thomas E. Lauria, Esq., at White & Case LLP represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from their creditors, they listed $20,574,000,000
in assets and $11,401,000,000 in debts. (Mirant Bankruptcy News,
Issue No. 44; Bankruptcy Creditors' Service, Inc., 215/945-7000)


MP STEEL: Auctioning Indiana & Chicago Facilities on Sept. 23
-------------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Pennsylvania approved Bidding Procedures for the sale of certain
assets of MP Steel Indiana, LLC, and MP Steel Chicago, LLC, used
in their heat treating business.

An offer to purchase is currently pending, but the sale is subject
to higher and better offers.  Pursuant to the terms of the Initial
Offer, these assets will be acquired:

   (a) all real estate located at the places of the Debtor's
       operations in Cicero, Illinois and Kendallville, Indiana;

   (b) the inventory, machinery and equipment, including office
       furniture and equipment;

   (c) all outstanding accounts receivable;

   (d) all existing contracts for the performance of work on
       contracts for customers; and

   (e) certain additional assets associated with liabilities to be
       assumed by the prospective purchaser.

Subject to credits and adjustments as set forth in the Asset
Purchase Agreement, the consideration proposed under the Initial
Offer is calculated at $3,425,000.00.

Upon execution of a confidentiality agreement, interested
purchasers may obtain information about the Assets, Bidding
Procedures and the Asset Purchase Agreement.

An Auction for the Assets will be conducted on September 23, 2004,
at 2:30 p.m. at:

         U.S. Steel Tower
         Courtroom A, 54th Floor
         600 Grant Street
         Pittsburgh, Pennsylvania 15219

Any bidder desiring to submit a bid at the Auction must send a
letter of interest to the Debtors' counsel and must be qualified
by the Debtors in accordance with Bidding Procedures.  Qualified
Bidders must deliver their bid in writing with a bid deposit of
$100,000 in cash or immediately available funds by September 20,
2004 at 11:00 a.m. to:

         James G. McLean, Esq.
         Nathaniel Schmitt, Esq.
         Manion McDonough & Lucas, P.C.
         600 Grant Street, Suite 1414
         Pittsburgh, Pennsylvania 15219

Headquartered in Beaver Falls, Pennsylvania, MP Steel Corporation
-- http://www.mpsteel.com/-- specializes in the heat treatment of
forgings, castings and long steel bar.  The Company filed for
chapter 11 protection on January 6, 2004 (Bankr. W.D. Pa.).  James
G. McLean, Esq. at Manion McDonough & Lucas, P.C. represents the
Debtor in its chapter 11 case.  When the Company filed for
bankruptcy protection, it listed less than $10 million in total
assets and more than $1 million in total debts.


NRG ENERGY: Parties Settle Citicorp Setoff Claim Dispute
--------------------------------------------------------
Before the Petition Date, NRG Energy, Inc., and Citigroup
Financial Products, Inc.'s predecessor-in-interest, Salomon
Brothers Holding Company, Inc., were parties to an ISDA Master
Agreement dated as of March 22, 1994.

NRG and Citicorp USA, Inc., were also parties to a 364-Day
Revolving Credit Agreement dated as of March 8, 2002, together
with financial institutions like ABN Amro Bank N.V., as
administrative agent, Salomon Smith Barney, Inc., as syndication
agent, Barclays Bank plc, as co-syndication agent, and The Royal
Bank of Scotland plc, and Bayerische Hypo-Und Vereinsbank AG, New
York Branch, as co-documentation agents.  Under the Revolver,
Citicorp committed to lend NRG directly the principal amount of
$49,000,000.

Citigroup further holds 7.625% Senior Notes due 2006 and 8.625%
Senior Notes due 2031 issued by NRG, in the aggregate principal
amount of $30,000,000.

By a May 15, 2003 letter, Citigroup notified NRG of the
occurrence of an Event of Default under the ISDA Agreement.
Citigroup designated May 16, 2003, as the Early Termination Date
in respect of all outstanding transactions.  Citigroup also
notified NRG by letter dated May 22, 2003, that it owed NRG
$47,215,235 under the ISDA Agreement.

Citigroup asserted that it was entitled to set off the
$47,215,235 Defaulted Amount against the entire amount owed to it
with respect to the Senior Notes, including all related interest
and fees.

On July 17, 2003, ABN Amro filed Claim No. 193 in the Debtors'
cases on account of the Revolver.  Subsequently, the Revolver
Claim was allowed for $1,032,735,076, and includes Citicorp's
share equal to $50,651,664 as of the Petition Date.

Citicorp asserted that it and Citigroup were entitled to set off
the Defaulted Amount against NRG's obligations to Citicorp under
the Revolver.

In a stipulation dated November 21, 2003, the Debtors authorized
Citigroup to set off $30,000,000 in principal amount owed to
Citigroup under the Senior Notes against the Defaulted Amount.
Pursuant to the November 21 Stipulation, the parties:

   -- reserved all of their rights with respect to the Citicorp
      Setoff Claim and all rights were reserved and preserved;
      and

   -- agreed that Section 9.3A of the Plan did not release or
      waive NRG's right to dispute and challenge the Citicorp
      Setoff Claim.

The Court approved the November 21 Stipulation on January 7,
2004.  Accordingly, pursuant to the Stipulation, Citigroup set
off the Citigroup Setoff Claim aggregating $33,298,915.

The parties continued to negotiate to resolve their remaining
dispute as to the Citicorp Setoff Claim so as to avoid the risks
and costs inherent in litigation.  The negotiations culminated in
another stipulation by the parties, which provides that:

A. Settlement Between Citicorp and NRG

   (a) The difference between the Defaulted Amount and the amount
       set off pursuant to the November 21 Stipulation is
       $13,916,319.

   (b) The Remaining Amount will be divided between the parties:

       (1) Citicorp Expenses

           Citicorp will first deduct its:

           -- legal fees and expenses in connection with the
              settlement, in an amount not to exceed $7,000; and

           -- customary brokerage costs and fees associated with
              the purchase of NRG Stock.

       (2) Citicorp Settlement Amount

           Citicorp will retain 75% of the net Remaining Amount,
           equal to $10,430,000.

       (3) The NRG Settlement Amount

           Citicorp or Citigroup will pay NRG 25% of the net
           Remaining Amount, after deducting the Citicorp
           Expenses, equal to $3,476,600, plus $371,741 in
           interest, for a total of $3,848,000.

B. Adjustments for Distributions Made Under the Plan

   (a) On the Effective Date, the amount of the Allowed Revolver
       Claim will be reduced by the amount of the Citicorp
       Settlement Amount.  The share of each Revolver Holder in
       the Allowed Revolver Claim will be adjusted accordingly;

   (b) Citicorp, on behalf of the Revolver Holders, will deliver
       to the NRG Claims Reserve:

          (1) 168,660 shares of NRG Common Stock; and

          (2) $1,721,996 in cash;

   (c) Citicorp will reduce the portion of the Citicorp
       Settlement Amount that it otherwise would be obligated to
       share under the Revolver with the other Revolver Holders
       by an amount equal to the sum of the Stock Price and the
       Cash Payment.  Citicorp, therefore, will pay to ABN Amro
       in full settlement and satisfaction of all obligations it
       has under the Revolver to share the Citicorp Settlement
       Amount, an amount equal to:

          (1) the Citicorp Settlement Amount; less

          (2) the sum of the Stock Price and the Cash Payment,
              which amount will  be distributed by ABN Amro, pro
              rata, to all of the Revolver Holders, including
              Citicorp.

NRG Energy, Inc. owns and operates a diverse portfolio of power-
generating facilities, primarily in the United States. Its
operations include baseload, intermediate, peaking, and
cogeneration facilities, thermal energy production and energy
resource recovery facilities. The company, along with its
affiliates, filed for chapter 11 protection (Bankr. S.D.N.Y. Case
No. 03-13024) on May 14, 2003. The Company emerged from chapter 11
on December 5, 2003, under the terms of its confirmed Second
Amended Plan. James H.M. Sprayregen, P.C., Matthew A. Cantor,
Esq., and Robbin L. Itkin, Esq. at Kirkland & Ellis, represented
NRG Energy in its $10 billion restructuring. (NRG Energy
Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


OWENS CORNING: Court Okays Comm.'s Limited Retention of Dr. Utell
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware denies the
application of the Official Committee of Unsecured Creditors
appointed in the Chapter 11 cases of the Owens Corning Debtors for
services of Mar Utell, M.D., beyond estimation "without prejudice
in the event that there is a bar date order set."

The Court instructs the Committee's counsel to serve a proposed
order reflecting the ruling authorizing Dr. Utell's limited
retention.

                  Futures Representative Objects

According to Sharon M. Zieg, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, the proposed order fails to
indicate that any testimony to be provided by Dr. Utell should be
clearly limited to the services approved by the Order.  In
addition, the proposed order does not mention that the denial of
Dr. Utell's retention for services beyond estimation is without
prejudice to renewal only after a bar date is set for present
asbestos personal injury claims.

As reported in the Troubled Company Reporter on March 18, 2004,
Commercial Committee's elected Dr. Utell to provide asbestos
medical consulting services to the Committee during the pendency
of these Chapter 11 cases on December 11, 2003.

Accordingly, the Commercial Committee sought the Court's authority
to retain Dr. Utell as an asbestos medical consultant specializing
in pulmonology, nunc pro tunc to December 11, 2003.

William H. Sudell, Jr., Esq., at Morris, Nichols, Arsht &
Tunnel,in Wilmington, Delaware, informed the Court that Dr. Utell
has extensive and diverse experience, knowledge and reputation in
the field of pulmonology, especially related to asbestos-related
disease and impairments. Dr. Utell's extensive pulmonological
experience qualifies him as an expert in the field of pulmonology.
Dr. Utell has been a board-certified pulmonologist for 26 years.

Dr. Utell will be:

   (1) advising on issues related to pulmonology;

   (2) advising on the application of pulmonology in asbestos-
       related disease and impairment;

   (3) assisting in the development of pulmonological standards
       to be used in claims procedures in any future trust;

   (4) assisting the Commercial Committee's counsel in preparing
       for expert depositions;

   (5) testifying on behalf of the Commercial Committee, if
       necessary; and

   (6) performing any other necessary services as the Commercial
       Committee or the Commercial Committee's counsel may
       request from time to time with respect to any asbestos-
       related issue.

Dr. Utell will be compensated at $400 per hour for services
provided to the Commercial Committee. Dr. Utell's out-of-pocket
expenses, like travel, long distance telephone calls, messenger
service, express mail, bulk mailing, photocopies, or
entertainment, will be billed at cost in addition to the hourly
rate.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom
represents the Debtors in their restructuring efforts.  At
June 30, 2004, the Company's balance sheet shows $7.3 billion in
assets and a $4.3 billion stockholders' deficit. (Owens Corning
Bankruptcy News, Issue No. 82 Bankruptcy Creditors' Service, Inc.,
215/945-7000)


PARMALAT USA: Committee Has Until Tomorrow to Challenge Citigroup
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Parmalat USA Corporation and its debtor-
affiliates and subsidiaries, Citibank, N.A., London Branch, and
Citibank, N.A., agree to extend until September 9, 2004, the
Committee's deadline to:

      (i) file an adversary proceeding or contested matter
          challenging the amount, validity, enforceability,
          perfection or priority of Citibank London's rights
          under and in connection with the Parmalat Receivables
          Purchase Agreement dated November 2, 2000; or

     (ii) otherwise assert any claims or causes of action or
          other rights and defenses against Citibank London.

The parties also agree to extend until October 15, 2004, the
Committee's time to file an adversary proceeding or contested
matter against Citibank with respect to a prepetition unsecured
credit facility provided by Citibank to one or more of the Debtors
on account of which a $2,000,000 payment was made on
December 3, 2003.

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. 29; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


PG&E NATIONAL: Court Extends Exclusive Solicitation Period Hearing
------------------------------------------------------------------
National Energy & Gas Transmission, Inc., seeks another extension
of its exclusive period to solicit acceptances of its
reorganization plan.

Paul M. Nussbaum, Esq., at Whiteford, Taylor & Preston, LLP, in
Baltimore, Maryland, explains that even though the Court has
confirmed NEG's Plan, without a further extension of the
Exclusive Solicitation Period, a party-in-interest could file a
competing plan, challenging, and conceivably undoing the
tremendous strides NEG has made toward emerging from Chapter 11,
to the detriment of NEG and its creditors.  While a hostile plan
filing under the current circumstances would likely fail, it
would nevertheless cause great mischief and disruption in the
progress of the case.

The Court will convene a hearing to consider NEG's request on
September 22, 2004 at 10:30 a.m. in the United States Bankruptcy
Court in Maryland, Greenbelt Division.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- develops, builds, owns and operates
electric generating and natural gas pipeline facilities and
provides energy trading, marketing and risk-management services.
The Company 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 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. (PG&E National Bankruptcy News, Issue No.
27; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PG&E NATIONAL: IPP Auction Scheduled for Tues., Sept. 14
--------------------------------------------------------
The Auction for the sale of the equity interests of the
independent power producers of National Energy & Gas Transmission,
Inc. and its debtor-affiliates -- formerly known as PG&E National
Energy Group, Inc. -- will be held on Tuesday, September 14, 2004
at 12:00 noon, at the offices of Willkie Farr & Gallagher LLP in
Manhattan.

The "independent power producers" are comprised of generating
facilities that sell all or a majority of their electrical
capacity and output to one or more third parties pursuant to long-
term contracts and often to the electric utility company in whose
service territory they are located.

As reported in the Troubled Company Reporter on August 20, 2004,
NEG holds interests in IPPs through three indirect wholly owned
subsidiaries:

   * National Energy Power Company, LLC,
   * Plains End, LLC, and
   * Madison Windpower, LLC

Denali Power, LLC, inked an Equity Purchase Agreement with the
Debtors to be the stalking-horse bidder.  Pursuant to the Purchase
Agreement, Denali Power will purchase all of the issued and
outstanding equity interests of NEG's IPP Portfolio for
$558,000,000.  The Purchase Price is inclusive of a $46,000,000
loan to Beale Generating Company, a newly formed limited liability
company, wholly owned and directed by NEGT Power.

Denali Power is a company formed by affiliates of ArcLight
Capital Partners, LLC, and Caithness Energy, LLC, to acquire
NEG's equity interests in 12 power plants located throughout the
country, and a natural gas pipeline.

The sale hearing is slated for September 22, 2004, at 10:30a.m.
Eastern Time in the courtroom 3D of the U.S. Bankruptcy Court for
the District of Maryland.

Objections to the sale must be filed with the Bankruptcy Court
Clerk on or before September 15, 2004 and served on:

   (1) Willkie Farr & Gallagher, LLP
       787 Seventh Avenue
       New York, New York, 10019
       Attn: Matthew A. Feldman, Esq., and
             Paul V. Shalhoub, Esq.

   (2) Whiteford, Taylor & Preston, LLP
       Seven Saint Paul Street
       Baltimore, Maryland
       Attn: Paul M. Nussbaum, Esq.
             Martin T. Fletcher, Esq.

   (3) National Energy & Gas Transmission, Inc.
       7600 Wisconsin Avenue
       Bethesda, Maryland
       Attn: Sanford L. Hartman, Esq.

   (4) Counsel to the official committees

       a. Linowes and Blocher, LLP
          7200 wisconsin Avenue, Suite 800
          Bethesda, Maryland 20814
          Attn: Bradford L. Englander, Esq.

       b. Kaye Scholer, LLP
          425 Park Avenue
          New York, New York 10022
          Attn: Ana Alfonso, Esq.

       c. Klee, Tuchin, Bogdanoff & Stern, LLP
          2121 Avenue of the Stars, Suite 3300
          Los Angeles, California 90067
          Attn: Lee Bogdanoff, Esq.

       d. Shapiro Sher Guinot & Sandler
          36 South Charles Street, Suite 2000
          Baltimore, Maryland 21201

   (5) Office of the United States Trustee
       6305 Ivy Lane, Suite 600
       Greenbelt, Maryland 20770
       Attn: John L. Daugherty, Esq.

   (6) Counsel to Denali
       Paul, Hastings, Janofsky & Walker, LLP
       1055 Washington Boulevard
       Stamford, Connecticut 06901
       Attn: Leslie A. Plaskon, Esq.

   (7) Financial Advisor to the Debtors
       Lazard
       30 Rockefeller Plaza
       New York, New York 10020
       Attn: J. Blake O'Dowd
             Peter J. Marquis

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- develops, builds, owns and operates
electric generating and natural gas pipeline facilities and
provides energy trading, marketing and risk-management services.
The Company 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 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.


QUIGLEY COMP: Hires Schulte Roth as Bankruptcy Counsel
------------------------------------------------------
Quigley Company, Inc., asks the U.S. Bankruptcy Court for the
Southern District of New York for permission to retain Schulte
Roth & Zabel LLP as its counsel.

The Company wants to hire Schulte Roth because of the Firm's
knowledge of its business and financial affairs.

Schulte Roth will:

    a) advise the Debtor with respect to its powers and duties;

    b) attend meetings and negotiate with representatives of
       creditors and other parties in interest;

    c) take all necessary action to protect and preserve the
       Debtor's estate, including the prosecution of actions on
       its behalf, the defense of any actions commenced against
       it, negotiations concerning all litigation involving the
       Debtor, and objections to claims filed against the
       Debtor's estate;

    d) prepare on the Debtor's behalf all motions, applications,
       answers, orders, reports, and papers necessary to the
       administration of the estate;

    e) take any necessary action on the debtor's behalf to:

       1) obtain confirmation of any plan that it may propose,
       2) implement all transactions related thereto, and
       3) prosecute any modifications thereto;

    f) appear before this court, any appellate courts, and the
       United States Trustee, and protect the interest of the
       Debtor's estate before such courts and the U.S. Trustee;

    g) advise the Debtor with respect to all corporate matters;
       and

    h) perform all other necessary legal services and provide
       all other necessary legal advice to the Debtor in this
       chapter 11 case.

Schulte Partner Michael L. Cook, Esq., leads the team of
professionals who will provide services to the Debtor.  Mr. Cook
discloses that Schulte's professionals will bill for services at
their customary hourly rates:

             Designation       Billing Rate
             -----------       ------------
             Partners          $500 to $725
             Special Counsel           $495
             Associates        $280 to $490
             Legal Assistants  $125 to $245

Paul A. Street, President of Quigley, tells the Court that the
Company paid a $500,000 retainer to Schulte in anticipation of the
services to be provided by the Firm in connection with this case.

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

Headquartered in Manhattan, Quigley Company is a subsidiary of
Pfizer Inc which produces and markets a broad range of
refractories and related products to customers in the iron, steel,
glass and other industries.  The Company filed for chapter 11
protection on September 3, 2004 (Bankr. S.D.N.Y. 04-15739) to
resolve legacy asbestos-related liability.  When the Debtor filed
for protection from its creditors, it listed more than
$100 million in estimated assets and debts.  Pfizer has agreed to
contribute $405 million to an Asbestos Claims Settlement Trust
over 40 years through a note, contribute approximately
$100 million in insurance and forgive a $30 million loan to
Quigley.


SCHLOTZSKY'S: Opposes Plan for Shareholders' Meeting & Election
---------------------------------------------------------------
Shareholders calling for Schlotzsky's, Inc. to hold its annual
shareholders meeting and election of directors are being opposed
by the company, which has filed a motion seeking a restraining
order and injunction against the shareholders' request.  The
motion was filed in the company's bankruptcy proceeding last week.
A hearing is set today in Federal Bankruptcy Court in San Antonio.

The company was required to hold its annual meeting and election
no later than July 23 to be in compliance with state law
requirements for corporate governance.  By law, any shareholder
may now demand an immediate meeting of the shareholders.

After twice postponing the shareholders meeting, the Schlotzsky's
board of directors approved a controversial voluntary bankruptcy
filing on August 3.

In response, several shareholders have requested a meeting to be
called in an effort to elect a new board to oversee the bankruptcy
proceeding.  Shareholders are also circulating a plan for
restructuring the company based on paying the creditors 100 cents-
on-the-dollar, which would continue public shareholder ownership,
rather than selling the company in a private sale.  Shareholders
have filed motions with the bankruptcy court asking for permission
to allow corporate governance to continue.

The company has filed several motions in opposition to the
meeting, including Friday's restraining order and injunction to
stop the shareholders from demanding a meeting.  The order targets
former CEO John Wooley and any shareholders working in concert
with him.

Mr. Wooley was quoted in the Dallas Morning News (8/25/04) and
Austin Business Journal (8/20-26/04) saying that the bankruptcy
filing was unnecessary, and that current management is using the
bankruptcy process to take the company private without a vote of
the shareholders.

After being contacted by the SEC and facing shareholder motions,
the company in its motion offered December 13 for a meeting.
However, the Dallas Morning News (8/25/04) reported that interim
CEO Sam Coats said "he hopes to have...a plan to take to the court
by late September (and) to leave the company in December. 'I'll be
happy to turn the keys over' to a new investor."

The company is past due in filing its second quarter financial
information with the SEC.

For more information, see Schlotzsky's shareholders' website at
http://www.saveschlotzskys.com/

Headquartered in Austin, Texas, Schlotzsky, Inc. -- --
http://www.schlotzskys.com/-- is a franchisor and operator of
restaurants.  The Debtors filed for chapter 11 protection on
August 3, 2004 (Bankr. W.D. Tex. Case No. 04-54504).  Amy Michelle
Walters, Esq. and Eric Terry, Esq., at Haynes & Boone, LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from its creditors, they listed
$111,692,000 in total assets and $71,312,000 in total debts.


SOLUTIA INC: Greif Holds Allowed $250,479 General Unsecured Claim
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approves the stipulation between Solutia, Inc., and Greif, Inc.,
pursuant to which Solutia will grant Greif an allowed
administrative priority claim for $15,000 and a prepetition
general unsecured claim for $250,479.  The Allowed Prepetition
Claim is equal to the General Unsecured Claim less the
Administrative Claim.  In consideration for the Administrative
Claim and the Allowed Prepetition Claim, Greif agreed that the
Reclamation Claim will be deemed fully and finally resolved.
Greif also agreed to waive any further rights or claims related to
the Reclamation Claim.

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. 22; Bankruptcy Creditors' Service, Inc., 215/945-7000)


TECHNEGLAS: Brings-In Vorys Sater as Bankruptcy Counsel
-------------------------------------------------------
Techneglas, Inc., and its debtor-affiliates, ask the U.S.
Bankruptcy Court for the Southern District of Ohio for permission
to employ Vorys, Sater, Seymour and Pease LLP as their bankruptcy
counsel.

The Debtors tell the Court that Vorys Sater has extensive
knowledge about their business operations and familiarity with
their complex capital structure and strategic prospects because of
prepetition representations when Techneglas, Inc., was still
OI-NEG PV.

Vorys Sater is expected to:

    a) represent the Debtors in all aspects of labor relations,
       including collective bargaining issues and issues arising
       under sections 1113 and 1114 of the Bankruptcy Code, and
       any litigation related to such issues;

    b) represent and advise the Debtors regarding Ohio Workers'
       Compensation; and

    c) do other matters that the Debtors will require in
       connection with their chapter 11 cases;

Robert J. Sidman, Esq., a partner at Vorys Sater, is primarily
responsible for representing the Debtors.  Mr. Sidman discloses
that the Debtors paid the Firm retainers totaling $89,497.  at
Vorys Sater Professionals will bill at their customary hourly
rates:

               Designation             Rate
               -----------             ----
               Partners            $265 - $425
               Associates          $165 - $210
               Paralegal            $65 - $140

To the best of the Debtors' knowledge, Vorys Sater does not hold
or represent any interest adverse to the Debtors or their estates.

Headquartered in Columbus, Ohio, Techneglas Inc. --
http://www.techneglas.com/-- manufactures television glass (CRT
panels, CRT funnels, solder glass and specialty glass), dopant
sources, glass resins and specialty bulbs.  The Company and its
debtor-affiliates filed for chapter 11 protection on September 1,
2004 (Bankr. S.D. Ohio Case No. 04-63788).  When the Debtor filed
for protection, it listed more than $100 million in estimated
assets and debts.


TECHNEGLAS: Wants to Employ Kirkland & Ellis as Co-Counsel
----------------------------------------------------------
Techneglas, Inc., and its debtor-affiliates, ask the U.S.
Bankruptcy Court for the Southern District of Ohio for permission
to employ Kirkland & Ellis as bankruptcy co-counsel to work with
Vorys, Sater, Seymour and Pease LLP.

Kirkland & Ellis is expected to:

    a) give the Debtors advice with respect to its powers and
       duties as debtors-in-possession in the continued
       management and operation of its business;

    b) attend meetings and negotiate with representatives of
       creditors and other parties in interest;

    c) take all necessary action to protect and preserve the
       Debtors' estate, including actions to prosecute on the
       Debtors behalf, defend any action commenced against the
       Debtors and represent the Debtors interests in
       Negotiations concerning all litigation in which the
       Debtors are involved, including but not limited to,
       Objections to claims filed against the estates;

    d) prepare all motions, applications, answers, orders,
       reports, and papers necessary to the administration of
       the Debtors' estate;

    e) take any necessary action on behalf of the Debtors to
       obtain approval of a disclosure statement and
       confirmation of the Debtors' plan;

    f) represent the Debtors in connection with obtaining
       postpetition financing;

    g) give the Debtors advice in connection with any
       potential sale of assets;

    h) appear before this Court, any appellate Courts, and the
       U.S. Trustee, and seek to protect the interests of the
       Debtors' estate before those Courts and the U.S. Trustee;

    i) consult with the Debtors regarding tax matters; and

    j) perform all other necessary legal services and provide
       all other necessary legal advice to the Debtors in
       connection with these cases.

The Kirkland & Ellis professionals who will provide services to
the Debtors and their hourly rates are:

              Professional                  Rate
              ------------                  ----
              David L. Eaton                $695
              Kelly K. Frazier              $485
              Marc J. Carmel                $440
              Haleh Rahjoo                  $405
              Shannon Roberts (paralegal)   $145
              (paralegal)

Kirkland & Ellis will closely collaborate with Vorys Sater to
avoid duplication of efforts and services.

To the best of the Debtors knowledge, Kirkland is "disinterested"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Columbus, Ohio, Techneglas Inc. --
http://www.techneglas.com/-- manufactures television glass (CRT
panels, CRT funnels, solder glass and specialty glass), dopant
sources, glass resins and specialty bulbs.  The Company and its
debtor-affiliates filed for chapter 11 protection on September 1,
2004 (Bankr. S.D. Ohio Case No. 04-63788).  When the Debtor filed
for protection, it listed more than $100 million in estimated
assets and debts.


TECHNEGLAS: U.S. Trustee Meeting with Creditors on Oct. 22
----------------------------------------------------------
The United States Trustee for Region 9 will convene a meeting of
Techneglas, Inc., and its debtor-affiliates' creditors at 2:00
p.m., on October 22, 2004 at 170 North High Street, Suite 204, in
Columbus, Ohio.  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 Columbus, Ohio, Techneglas Inc. --
http://www.techneglas.com/-- manufactures television glass (CRT
panels, CRT funnels, solder glass and specialty glass), dopant
sources, glass resins and specialty bulbs.  The Company and its
debtor-affiliates filed for chapter 11 protection on September 1,
2004 (Bankr. S.D. Ohio Case No. 04-63788).  David L. Eaton, Esq.,
Kelly K. Frazier, Esq., and Marc J. Carmel, Esq., at Kirkland &
Ellis, and Brenda K. Bowers, Esq., Robert J. Sidman, Esq., at
Vorys, Sater, Seymour and Pease LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection, they listed more than $100 million in estimated assets
and debts.


TOUCH AMERICA: Court Sets Sept. 17 Plan Objection Deadline
----------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
approved the Amended Disclosure Statement explaining Touch America
Holdings, Inc., and its debtor-affiliates' Amended Liquidating
Chapter 11 Plan.

The Honorable Kevin J. Carey will convene a Plan Confirmation
Hearing on September 30, 2004, at 10:00 a.m. at the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania.

Objections to confirmation of the Plan, including any supporting
memoranda, must be in writing and specify in detail:

   (1) the name and address of the objector,

   (2) all grounds for the objection, and

   (3) the amount of the Claim or number and Class of shares of
       Equity Interests held by the objection.

Any objection must be received on September 17, 2004, by:

   Counsel to the Debtors:

      Robert S. Brady
      Maureen D. Luke, Esq.
      Young Conaway Stargatt & Taylor, LLP
      The Brandywine Building
      1000 West Street, 17th Floor
      P.O. Box 391
      Wilmington, Delaware 19899-0391

   Counsel to the Committee:

      David Neier
      Winston & Strawn, LLP
      200 Park Avenue
      New York, New York 10166

         - and -

      Steven M. Yoder
      The Bayard Firm
      222 Delaware Avenue, Suite 900
      P.O. Box 25130
      Wilmington, Delaware 19899

   Counsel to SPC:

      Van C. Durrer II
      Skadden, Arps, Slate, Meagher & Flom LLP
      300 South Grand Avenue, Suite 3400
      Los Angeles, California 90071

   Counsel to AT&T:

      Paul Bennett Bran
      Dickstein Shapiro Morin & Oshinsky LLP
      2101 L Street, N.W.
      Washington, District of Columbia 20037-1526

   Office of the United States Trustee:

      Margaret Harrison, Esq.
      J. Caleb Boggs Federal Building
      844 N. King Street
      Wilmington, Delaware 19801

Copies of the Plan and Disclosure Statement have been filed with
the Bankruptcy Court and may be obtained at
http://www.bmccorp.net/touchamericaand by parties in interest
upon written request, if by U.S. mail to:

      Bankruptcy Management Corporaton
      Attn: Touch America Balloting Center
      P.O. Box 990
      El Segundo, California 90245-0990

   if by courier/overnight/hand delivery to:

      Bankruptcy Management Corporation
      Attn: Touch America Balloting Center
      1330 East Franklin Avenue
      El Segundo, California 90245

As previously reported, on December 23, 2003, Touch America sold
substantially all of its Internet services, private line, and dark
fiber assets to 360networks, a Vancouver, Canada based corporation
for $28,000,000.  On December 23, 2003, Touch America also sold
certain dark fiber assets to Qwest Communications, Inc. for
$8,000,000.  With the exception of certain wireless services,
Touch America ceased operations as of February 29, 2004.

Touch America had the exclusive right to file a Chapter 11
Liquidating Plan through April 14, 2004, and on that date, filed
a motion to extend the exclusivity period for an additional 45
days.  On June 7, 2004, an order was entered by the Bankruptcy
Court granting the extension of the exclusive right to file a plan
until July 12, 2004 and the exclusive right to solicit
acceptances thereto until September 10, 2004.

On February 25, 2004, an order was entered by the Bankruptcy
Court denying a motion of certain shareholders directing the
United States Trustee to appoint an Official Committee of Equity
Security Holders.  It is contemplated that funds will be available
for distribution to unsecured creditors, however the estimated
amount to be distributed and percentage of recovery to unsecured
creditors has not yet been determined.  Touch America estimates
that the claims of creditors and costs of administration of its
bankruptcy will exceed the total amount of funds available to
Touch America's bankruptcy estate.

Headquartered in Butte, Montana, Touch America Holdings, Inc.,
through its principal operating subsidiary, Touch America, Inc.,
develops, owns, and operates data transport and Internet services
to commercial customers. The Company filed for chapter 11
protection on June 19, 2003 (Bankr. D. Del. Case No. 03-11915).
Maureen D. Luke, Esq. and Robert S. Brady, Esq. at Young Conaway
Stargatt & Taylor, LLP represent the Debtor.  When the Company
filed for bankruptcy protection, it listed $631,408,000 in total
assets and $554,200,000 in total debts.


UNITED COMMUNITY: Liquidator Wants Nov. 15 Claims Deadline Fixed
----------------------------------------------------------------
The Superintendent of Insurance of the State of New York, as
liquidator of United Community Insurance Company, asks the Supreme
Court of the State of New York for Schenectady County, to set
November 15, 2004, as the Claims Valuation Date, after which any
and all losses incurred but not reported to United Community
Insurance Company or the Liquidator will be barred from receiving
any payment from United Community's estate or any asset
distribution.

A hearing on the Liquidator's request is slated for October 1,
2004 at:

         Saratoga County Courthouse
         30 McMaster Street
         Ballston Spa, New York 12020

Objections, if any, must be received by the Court Clerk and the
Liquidator no later than September 17, 2004.  Service upon the
Liquidator should be made by first class mail to:

         Girvin & Ferlazzo, PC
         Attn: Christopher P. Langlois, Esq.
         20 Corporate Woods Boulevard
         Albany, New York 12211

The New York State Insurance Department seized control of United
Community Insurance Co. on November 10, 1995, and forced the
property and casualty insurer into liquidation.

          Insurance Company Liquidations in New York

The New York Liquidation Bureau, created by the State Legislature
in 1909, is supervised by the court and acts on behalf of the
private interests of policyholders and creditors of domestic
insurance companies in rehabilitation or liquidation.  The
Bureau's responsibilities also encompass the conservation or
ancillary liquidation of a non-domestic insurer.  Article 74 of
the New York Insurance Law provides for the Superintendent of
Insurance to take possession of troubled insurers under the
supervision of the New York State Supreme Court and act as
Receiver.  Therefore, the Liquidation Bureau is the mechanism by
which the Receiver satisfies the legal requirements and related
tasks for which he is charged.

In a liquidation of a domestic insurer the Superintendent as
Receiver, subject to the direction of the court, immediately
proceeds to conduct the business of the insurer. This involves
taking possession of the property of an insurer, being vested by
operation of law with title to all property, contracts and rights
of action of the insurer and giving notice to all creditors to
present their claims. All of the insurer's policies and insuring
obligations are cancelled 30 days after the court order and pro-
rated insurance premiums returned to the policyholders. Until the
cancellation of policies, coverage and indemnification are still
in force according to the limits of the policy.  The Receiver has
a fiduciary responsibility to maximize the assets of the estate
and to establish a list of claimants for the court so that the
distribution of said assets is achieved in accordance with New
York Law.

                     Liquidator Sues KPMG

Kathy Ruff, writing for the Northeast Pennsylvania Business
Journal, reported in June 2004 that Lawrence Insurance Group Inc.
is suing KPMG Peat Marwick LLP for professional negligence and
breach of contract.  The suit alleges KPMG failed to detect a
massive reserve deficiency with LIG's wholly-owned subsidiary,
United Community Insurance Company, in time for management to take
action to correct the deficiency.  The suit, Ms. Ruff relates,
alleges LIG hired KPMG beginning in 1986 to perform loss reserve
auditing services for the company and its subsidiaries.

"What happened with United was that between 1986 and 1993, KPMG
audited them every year, and every year they signed off and said
reserves were adequate and therefore the balance sheet and the
profit and loss statements were correct," Matthew A. Cartwright,
Esq., at Munley, Munley & Cartwright, P.C., in Scranton, Pa.,
explained to Ms. Ruff.  "In the case of United, every year from
'86 through '93, KPMG certified those loss reserves as adequate,
year in and year out," Mr. Cartwright continues.  But after
receiving a satisfactory opinion in March 1993, KPMG advised
United at its August board meeting it had changed its opinion and
informed United it was actually $35 million under-reserved, Ms.
Ruff relates.  KPMG says that the claim that the '86-'88 financial
statements should have shown higher reserves for claims was a
choice made by United Community management, not KPMG.


USGEN NEW ENGLAND: Selling Three Plants to Dominion for $656 Mil.
-----------------------------------------------------------------
USGen New England, Inc., inked an agreement for Dominion to
acquire two coal/oil-fired electric generating facilities and a
natural gas-fired plant for $536 million in cash, plus an
adjustment for inventory and reimbursement of certain capital
expenditures incurred prior to closing.  The adjusted amount is
estimated at $120 million based on a closing at the end of the
first quarter in 2005, making the total sale price $656 million.

The plants include:

   * the 1,599-megawatt Brayton Point Station in Somerset,
     Massachusetts;

   * the 745-megawatt Salem Harbor Station in Salem,
     Massachusetts; and

   * the 495- megawatt Manchester Street Station in Providence,
     Rhode Island.

USGen New England voluntarily filed for protection under Chapter
11 of the U.S. Bankruptcy Code in July 2003.  As a result, the
sale will be subject to bankruptcy court approval.  Through a
court-sanctioned auction process in accordance with customary
bidding procedures, USGen New England will seek offers that are
higher or otherwise better than that which has been negotiated
with Dominion.

Dominion is granted certain protections as part of its agreement,
most notably and subject to court approval, a break-up fee and
expense reimbursement if another bid is accepted.  Dominion also
retains the right to amend its offer should USGen New England
receive an offer that is superior to the agreement announced
today.

The sale also will be subject to anti-trust and other regulatory
reviews.  The transaction is expected to close by the end of the
first quarter 2005.

Lazard served as exclusive financial advisor to USGen New England
in connection with this transaction.

USGen New England is separately pursuing the sale of its
hydroelectric generating facilities, also subject to bankruptcy
court approval, including an auction process in accordance with
customary bidding procedures.

Dominion is one of the nation's leading energy companies,
headquartered in Richmond, Virginia.

Headquartered in Bethesda, Maryland, USGen New England, Inc., an
affiliate of PG&E Generating Energy Group, LLC, owns and operates
several electric generating facilities in New England and
purchases and sells electricity and other energy-related products
at wholesale.  The Debtor filed for Chapter 11 protection on
July 8, 2003 (Bankr. D. Md. Case No. 03-30465).  John E. Lucian,
Esq., Marc E. Richards, Esq., Edward J. LoBello, Esq., and Craig
A. Damast, Esq., at Blank Rome, LLP, represent the Debtor in their
restructuring efforts.  When it sought chapter 11 protection, the
Debtor reported assets amounting to $2,337,446,332 and debts
amounting to $1,249,960,731.


W.R. GRACE: Wants to Implement New Executive Severance Plan
-----------------------------------------------------------
During the pendency of their Chapter 11 cases, W.R. Grace & Co.,
and its debtor-affiliates found it increasingly difficult to
attract qualified employees for key executive positions.  The
Debtors have determined that qualified candidates are reluctant to
accept employment with them because of perceived uncertainty
concerning continual employment during, and after, the
reorganization process.

David W. Carickhoff, Jr., Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub, P.C., in Wilmington, Delaware, explains that
the Debtors' successful reorganization is dependent, in part, on
attracting and retaining highly talented and qualified executives.
As a result, the Debtors want to offer certain potential new
executives enhanced severance benefits, which would become due in
the event that the Debtors terminate the executive any time after
the executive commences employment.  The New Executive Severance
Arrangement will address the concerns of candidates regarding the
perceived risks associated with the Debtors' current status and,
therefore, will allow the Debtors to attract qualified candidates.
This, in turn, will allow the Debtors to preserve the estate's
assets and facilitate a successful reorganization.

Accordingly, the Debtors seek the permission of the U.S.
Bankruptcy Court for the District of Delaware to implement the New
Executive Severance Arrangement, which would include offering
enhanced severance to certain newly hired executives.
The New Executives for whom the Debtors seek to offer the Enhanced
Severance Benefits would consist of up to 10 individuals newly
hired either to fill newly created management or leadership level
positions or to replace current management or leadership level
individuals who may depart from the Debtors during the
reorganization process.

Mr. Carickhoff informs the Court that each New Executive would be
reporting directly to the Debtors' Chief Executive Officer,
directly to the Debtors' Chief Operating Officer, or to an
individual who reports to the CEO or COO.

             Importance of Enhanced Severance Benefits

The Debtors have determined that hiring New Executives is
currently necessary to:

    -- provide the CEO and COO with the opportunity to restructure
       the Debtors' administrative and business organizations;

    -- place into critical roles individuals capable of providing
       the leadership necessary to continue and accelerate the
       successful operations of the Debtors' business during the
       remaining period of the Debtors' Chapter 11 cases; and

    -- facilitate succession-planning with respect to the Debtors'
       current leadership.

The Debtors believe that the New Executive Severance Arrangement
is the most efficient method for overcoming their current hiring
challenge.  The Debtors have considered other alternatives,
including offering larger base salaries or bonuses.  The Debtors
have concluded that offering larger base salaries or bonuses is
not an efficient way to address the situation because the premium
would be paid to the executive, regardless of whether the
executive actually experienced any negative impact as a result of
the Debtors' future.  Furthermore, these options could perpetuate
the payment of greater-than-competitive compensation long after
the Debtors emerge from Chapter 11.

                  Existing Severance Arrangements

The Court has previously approved severance agreements for key
employees and general severance programs for salaried employees
pursuant to an order entered on April 3, 2001.  Under the
Severance Order, the Debtors presently have these severance
arrangements for certain executives:

    * Each of the Debtors' current corporate officers is eligible
      for severance payments equal to thrice the number of the
      officer's base annual salary and targeted annual incentive
      compensation award at the time of termination of employment,
      under certain circumstances that would be characterized as a
      "change in control" of the Debtors after emergence from
      Chapter 11, in accordance with individual signed "executive
      severance agreements."  Currently, there are eight
      individuals who have these agreements with the Debtors.

    * Approximately 20 members of the Debtors' current leadership
      team and certain other senior managers and certain members
      of the Debtors' legal team managing asbestos and tax issues,
      have signed agreements with the Debtors that make each of
      them eligible for severance payments equal to twice the base
      salary at the time of involuntary termination of employment.
      Severance benefits under these Agreements are not limited to
      terminations as a result of the Debtors' reorganization.

    * The Debtors' salaried workforce is covered by the Debtors'
      Severance Plan for Salaried Employees, which generally
      provides for severance equal to 1-1/2 times an employee's
      weekly base salary for each year of services, with a minimum
      of four weeks salary and a maximum of an equivalent of the
      employee's annual salary.

    * The Debtors have secured Court approval to provide their
      salaried workforce with increased minimum severance equal to
      four months of base salary, payable to covered employees who
      are involuntarily terminated as a result of the Debtors'
      reorganization within a year of the Court's approval of a
      reorganization plan.

    * The Debtors' salaried workforce is also covered by a special
      severance plan that provides severance benefits equal to
      four weeks salary for each year of services, with a minimum
      of four weeks and a maximum of an equivalent of the
      employees' base annual salary, under certain circumstances
      that would be characterized as a "change in control" of the
      Debtors after emergence from Chapter 11, which are the same
      circumstances as those applicable under the Executive CIC
      Agreements.

The Debtors have concluded that the severance arrangements are not
sufficient to recruit highly qualified candidates for leadership
level positions.  Mr. Carickhoff notes that the severance policies
that apply to salaried workers, generally, are not even comparable
with severance policies typically offered to newly hired
executives by companies operating outside of bankruptcy, and,
therefore, are not adequate to compensate new executives for the
perceived risk that they would undertake by accepting employment
with the Debtors.  Furthermore, the arrangements that apply to
leadership level employees, including the Executive CIC Agreements
and the Leadership Severance Agreements, are only applicable to
current employees.  The Court orders approving these agreements do
not apply to newly hired executives.

               The New Executive Severance Arrangement

Under the New Executive Severance Arrangement, the Enhanced
Severance Benefits would apply to each New Executive for the
entire term of the New Executive's employment with the Debtors,
including the period of employment after the Debtors emerge from
Chapter 11.

The Enhanced Severance Benefits would be paid and administered in
accordance with the Debtors' existing Severance Plan for Salaried
Employees.  In that regard, the New Executive Severance
Arrangement would generally provide only for the payment of
Enhanced Severance Benefits in the event a New Executive is
involuntarily terminated, except for "cause," which would include,
but would not be limited to, involuntary termination as a result
of the Debtors' reorganization.

The Debtors, therefore, also seek the Court's authority to hire no
more than 10 individuals, pursuant to the New Executive Severance
Arrangement, during the remaining period of their Chapter 11
cases.  The Debtors anticipate that the base annual salary of the
New Executives may reach up to $300,000.

The Enhanced Severance Benefits would not exceed an amount equal
to 1-1/2 times the New Executive's base annual salary at
termination.

Mr. Carickhoff clarifies that if any New Executive became entitled
to severance under the New Executive Severance Arrangement and any
other existing severance plan or arrangement, the Executive would
only receive benefits under the single plan or arrangement that
provided the greatest benefit.

The New Executive Severance Arrangement would only be offered to
individuals on the approval of the Debtors' Board, CEO or COO.
The specific amount of Enhanced Severance Benefits offered to a
particular New Executive would be determined, on a case-by-case
basis, by the Board, CEO or COO.  In any event, the Enhanced
Severance Benefits would never exceed the contemplated amounts.

Headquartered in Columbia, Maryland, W.R. Grace & Co., --
http://www.grace.com/ -- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally. The Debtors filed for chapter 11
protection on April 2, 2001 (Bankr. Del. Case No: 01-01139).
James H.M. Sprayregen, Esq., at Kirkland & Ellis and Laura Davis
Jones, Esq., at Pachulski, Stang, Ziehl et al. represent the
Debtors in their restructuring efforts. (W.R. Grace Bankruptcy
News, Issue No. 70; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


WESTLIN CORPORATION: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Westlin Corporation
        aka Jarvis Entertainment Group, Inc.
        550 Club Drive, Suite 410
        Montgomery, Texas 77316

Bankruptcy Case No.: 04-42765

Type of Business: The Debtor is an Internet technology company,
                  offering secure collocation and disaster
                  recovery services, wireless networks, advanced
                  VoIP services and information technology.
                  See http://www.westlin.com/

Chapter 11 Petition Date: September 3, 2004

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Julie Mitchell Koenig, Esq.
                  Tow and Koenig PLLC
                  10077 Grogans Mill Road, Suite 145
                  The Woodlands, TX 77380
                  Tel: 281-681-9100
                  Fax: 281-681-1441

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of its 20-largest Creditors:


WESTPOINT: Opens New Shanghai Office to Enhance Asian Operations
----------------------------------------------------------------
WestPoint Stevens Inc. (OTC Bulletin Board: WSPT) moved into its
new Shanghai office on August 30.

William T. Walker, Managing Director and President - Asian
Operations, said, "Having a daily presence in Shanghai is vital to
the Company in key ways: It will enhance our already strong
position in Asian sourcing, enable us to build closer
relationships with our current sourcing partners and expand our
reach by giving us access to an even broader Asian supply base in
multiple product categories."

The WestPoint presence in Shanghai will also spur the Company's
continued drive to improve global product development, quality
assurance and logistics, Mr. Walker pointed out. "As Asia -
particularly China - continues to grow as a global supplier and in
domestic consumption, our team in Shanghai will be focused the
continuing upgrade of product and service support to our
customers."

When the decision to open the office was announced in April,
WestPoint President and CEO M.L. (Chip) Fontenot noted that, "We
have spent the last several years building our direct offshore
sourcing operations. We have now reached a point of critical mass,
currently running at over $400 million of our revenues, such that
a direct presence overseas is warranted. We have chosen China
initially because of its strategic importance in the globalization
of the home fashions industry."

The Shanghai office, located in the WestGate Mall Building at 1038
Nanjing West Road, opened with six associates. That number is
expected to increase to 12 by year-end. Shanghai native Mingzi Ye
recently joined the Company as Sourcing Coordinator to help
facilitate the office opening. Ms. Ye earned a BA in English with
a minor in Marketing and Business from Shanghai Teachers'
University and an MS in Science from Clemson (SC) University.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc., is
the #1 US maker of bed linens and bath towels and also makes
comforters, blankets, pillows, table covers, and window trimmings.
It makes the Martex, Utica, Stevens, Lady Pepperell, Grand
Patrician, and Vellux brands, as well as the Martha Stewart bed
and bath lines; other licensed brands include Ralph Lauren,
Disney, and Joe Boxer. Department stores, mass retailers, and bed
and bath stores are its main customers. (Federated, J.C. Penney,
Kmart, Sears, and Target account for more than half of sales.) It
also has nearly 60 outlet stores. Chairman and CEO Holcombe Green
controls 8% of WestPoint Stevens. The Company filed for chapter 11
protection on June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).
John J. Rapisardi, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.


WHISTLER INVESTMENTS: Integrates Advanced Lithium in "SmartHome"
----------------------------------------------------------------
Whistler Investments, Inc. (NASD OTCBB: WHIS) and its
subsidiaries, R-Electric Car Co., Global Electric Corp., and
Solium Power Corp. -- emerging leaders in the development and
marketing of Lithium-powered products worldwide -- said
development has been initiated for the Natural Resource Home(TM).

For more information on the Natural Resource Home project, please
visit http://www.whistlerinvestments.com/applications.php?sec=2&id=1

Whistler's Natural Resource Home, located south of Calgary,
Alberta, Canada will feature energy sources like solar panels and
wind turbines. Solar-powered Lithium batteries will provide the
home with energy storage, supply DC power for all the home's
energy requirements and serve as a 'hub' for recharging any of the
latest Lithium-powered passenger vehicles Whistler has to offer.
The "SmartHome" offers a sustainable, 100% off-the-grid lifestyle
and freedom from the burden and high cost of electricity bills.

This state of the art, environmentally friendly home will feature
the latest in alternative energy technology without sacrificing
any of the comforts of home. Advanced solar, wind and geothermal
technologies will provide a cleaner, healthier living environment.
The integration of our technology, eco-friendly products, and the
most advanced alternative energy sources available today will
certainly create the latest advancements in the "SmartHome"
concept. As global environmental concerns and dangers continue to
manifest at an alarming rate, we have created a holistic approach
to obtaining a healthier living environment.

Holly Roseberry, President of Whistler states, "We are thrilled at
the opportunity to focus on the complete exploration into the true
power of Lithium. Our vehicle conversion projects are reaching
incredible levels of success and performance, our development team
is poised for the technology integration that will provide a 100%
off-the-grid lifestyle. The "SmartHome" concept is not a new
concept however; the integration of our technology, eco-friendly
products, and the most advanced alternate energy sources available
will certainly create the latest advancement in the "SmartHome"
concept".

                       About Whistler

Whistler Investments, Inc. -- http://www.whistlerinvestments.com/
-- is emerging as a leader in the development and marketing of
Lithium Ion vehicles and Lithium Ion powered products worldwide.
Whistler believes our superior technology coupled with an
aggressive marketing plan will establish our company on the world
stage. With the global focus moving rapidly towards addressing
pollution, the need for sustainable, zero emission energy is
current. As legislation is dictating a move towards this type of
energy, we foresee this industry as one of the fastest growing
segments within the global economy.

In its most recent Form 10-KSB for the fiscal year ended January
31, 2004, filed with the Securities and Exchange Commission,
Whistler Investments' auditors express substantial doubt about the
Company's ability to continue as a going concern.

At January 31, 2004, the company's balance sheet shows a
stockholders' deficit of $90,933 compared to a deficit of $403,584
at January 31,2003.


WORLDCOM INC: Leucadia Clears Hart-Scott-Rodino Waiting Period
--------------------------------------------------------------
On July 8, 2004, Leucadia National Corporation filed a
notification and report pursuant to the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 with the Federal Trade
Commission and the Department of Justice with respect to acquiring
50% or more of the outstanding common stock of MCI Inc.

The waiting period expired on August 9, 2004.

According to Joseph A. Orlando, Leucadia Vice President and Chief
Financial Officer, the Company currently owns 15,738,100 shares of
MCI common stock, representing approximately 4.96% of MCI common
stock reflected as being outstanding.  "Our investment in these
securities is approximately $245.9 million.  We cannot assure you
that we will acquire control of MCI."

As of June 30, 2004, there were 317,009,511 shares of MCI common
stock outstanding.

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. 60; Bankruptcy Creditors' Service, Inc., 215/945-7000)


YOUNG WOMEN'S CHRISTIAN: Case Summary & 20 Unsecured Creditors
--------------------------------------------------------------
Debtor: Young Women's Christian Association of Germantown
        Germantown Women's Y
        5820 Germantown Avenue
        Philadelphia, Pennsylvania 19144-2139

Bankruptcy Case No.: 04-31669

Type of Business: The Debtor provides child care services.

Chapter 11 Petition Date: August 31, 2004

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Stephen Raslavich

Debtor's Counsel: Jeffrey K. Daman, Esq.
                  Dechert LLP
                  4000 Bell Atlantic Tower
                  1717 Arch Street
                  Philadelphia, PA 19103
                  Tel: 215-994-4000
                  Fax: 215-994-2222

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Internal Revenue Service      Various taxes             $138,385

Antoinette Berger             Purported Loan             $60,760

Joint Agencies Trust                                     $34,464

Philadelphia Energy           Trade Debt                 $33,170
Company (PECO)                (electricity)

Philadelphia Gas Works        Trade Debt                 $24,984
                              (heating gas)

Department of Water Revenue   Trade Debt                 $24,114

Ruggeri & Son                 Trade Debt (oil)           $15,216

Snyder, Daitz & Company       Services provided          $12,679
                              (audits)

Herman Goldner Co.            Services provided          $12,044
                              (Boiler)

Slater & Tenaglia, P.A.       Services provided          $11,339
                              (Insurance)

Toshiba Credit                Trade Debt                  $9,195
                              (photocopier)

City of Philadelphia          Government (Taxes)          $7,000

Premium Financing             Insurance Premium           $6,209
Specialists                   Financing

Susanne Finch                 Payroll                     $5,235

Strong Stevens & Wyatt /      Services Provided           $4,692
Arthur Campbell Corp.

Merrie Baldus                                             $4,424

Wells Fargo Financial         Trade Debt (financing       $4,263
                              of copier)

Pennjerdel Insurance                                      $3,320
Consultants

SKO Brenner American          Services Provided           $2,199

Borders                       Trade Debt                  $1,304


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
September 18-21, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Bellagio, Las Vegas, Nevada
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 9-10, 2004
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING
   CONFEDERATION
      IWIRC Annual Fall Conference
         Nashville, Tennessee
            Contact: 1-703-449-1316 or http://www.iwirc.com/

October 10-13, 2004
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Seventh Annual Meeting
         Nashville, Tennessee
            Contact: http://www.ncbj.org/

October 15-18, 2004
   TURNAROUND MANAGEMENT ASSOCIATION
      2004 Annual Convention
         Marriott Marquis, New York City
            Contact: 312-578-6900 or http://www.turnaround.org/


November 29-30, 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      The Eleventh Annual Conference on Distressed Investing
         Maximizing Profits in the Distressed Debt Market
            The Plaza Hotel - New York City
               Contact: 1-800-726-2524; 903-592-5168;
                        or dhenderson@renaissanceamerican.com

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org/

March 9-12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Spring Conference
         JW Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900 or http://www.turnaround.org/

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 2-4, 2005
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities and Bankruptcy
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

July 14 -17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Ocean Edge Resort, Brewster, Massachusetts
         Contact: 1-703-739-0800 or http://www.abiworld.org/

July 27- 30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, S.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
         Chicago Hilton & Towers, Chicago
            Contact: 312-578-6900 or http://www.turnaround.org/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, Calif.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                           *********

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, Bernadette C. de Roda, Rizande B.
Delos Santos, Jazel P. Laureno, Cherry Soriano-Baaclo, Marjorie
Sabijon 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.


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