TCR_Public/041129.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Monday, November 29, 2004, Vol. 8, No. 262

                          Headlines

1100255 ONTARIO: Major Shareholder Consents to Restructuring
ADELPHIA COMMS: Amends Employments Pacts with R.G Wahl & J. Bagan
ALPHA HOUSING: Objections to Plan Confirmation Are Due Wednesday
AMERICAN REST.: Milbank Tweed Approved as Bankruptcy Counsel
AMERICAN REST.: Creditors Must File Proofs of Claims by Dec. 27

ATA AIRLINES: Committee Wants to Retain Greenebaum as Co-Counsel
AVADO BRANDS: Reports Accounting Errors in Financial Statements
BISHOP GOLD: Closes $525,000 Private Equity Placement
BRUNSWICK ENTERPRISES: List of 20 Largest Unsecured Creditors
CATHOLIC CHURCH: Tucson Can Continue Using Cash Management System

CORNERSTONE PROPANE: All Administrative Claims Due by Dec. 8
CORONET FOODS: Phillips Gardill Approved as Bankruptcy Counsel
CORONET FOODS: Look for Bankruptcy Schedules on December 7
COVANTA ENERGY: Wants Court Nod to Continue DIP Financing
DAVCRANE INC: Wants to Hire Jordan Hyden as Bankruptcy Counsel

DII/KBR: Bankruptcy Court Approves St. Paul Settlement Agreement
E-PRO INC: Voluntary Chapter 11 Case Summary
ENRON CORP: Court Approves NYISO Settlement Agreement
ENRON CORP: Creditors Panel Can Amend Houlihan's Retention Terms
EQUIFIN INC: Posts $889,000 Net Loss in Third Quarter

FEDERAL-MOGUL: Court Approves DII/Cooper Partitioning Agreement
FOOTMAXX HOLDINGS: Sept. 30 Balance Sheet Upside-Down by $13.9-Mil
HEILIG-MEYERS: Wants Solicitation Period Extended to March 15
INTEGRATED HEALTH: Wants Court to Overrule Mr. Elkins' Objection
INTERSTATE BAKERIES: Has Until March 2006 to Make Lease Decisions

INTERSTATE BAKERIES: Gets Court Nod to Comply with Labor Pacts
JAM CRUISES INC: Voluntary Chapter 11 Case Summary
JEAN COUTU: Files Registration Statement for Sr. Notes with SEC
LES LLC: Wants to Hire Madoff & Khoury as Bankruptcy Counsel
LES LLC: Section 341(a) Meeting Slated for December 15

LIONEL: Needs Access to Short-Term DIP Financing
LIONEL: Wants to Employ Kurtzman Carson as Noticing Agent
LORAL SPACE: Court to Review Disclosure Statement on Dec. 6
M.A.T. MARINE: List of 20 Largest Unsecured Creditors
MAXIM CRANE: Creditors Must File Proofs of Claims by Dec. 13

MCCANN INC: Platzer Swergold Withdraws as Bankruptcy Counsel
MERCER INTERNATIONAL: Will Acquire Celgar Pulp Mill for $210M
MILLERTON ABS: Moody's Rates $12.5 Million Preference Shares Ba3
NATIONAL CENTURY: Court Okays Amended Private Investment Bank Pact
NORTEL NETWORKS: Declares Preferred Share Dividends

OWENS CORNING: Judge Fullam Says No to Medical Records Review
PEGASUS SATELLITE: Kempner Balks at Exclusive Period Extension
PG&E NATIONAL: Wants Court Nod on Intercompany Claims Settlements
PHOENIX VILLAGE: Hires James Dowden as Bankruptcy Counsel
PHOENIX VILLAGE: First Creditors Meeting Slated for Dec. 13

PILLOWTEX CORP: Court Approves BDO Seidman Hiring as Auditor
ROBOTIC VISION: Gets Interim Okay to Use Cash Collateral
ROGERS WIRELESS: Mails Exchange Offer to Public Shareholders
SCHUR MANAGEMENT: Case Summary & 6 Largest Unsecured Creditors
SLATER STEEL: Creditors Have Until Dec. 8 to Vote on Joint Plan

SLATER STEEL: Creditors Must File Proofs of Claim by Dec. 3
SOLUTIA INC: Wants Exclusive Period Extended to April 10
STELCO INC: Monitor Files Second Supplemental Eleventh Report
TRUMP HOTELS: Gets Okay to Honor Prepetition Customer Obligations
TRUMP HOTELS: Gets OK to Pay Prepetition Taxes & Gaming Fees

TSI TELSYS: Adjourns Shareholder Meeting Due to Lack of Quorum
UAL CORP: Says Best Western Did Not Comply with Participation Pact
UAL CORP: Gets Court Nod to Pay Amendment Fees to DIP Lenders
UAL CORP: Files 8th Reorganization Status Report
US AIRWAYS: Inks $140 Million Financing Agreement with GE

US AIRWAYS: Communications Workers Appeals Wage Cut Order
US AIRWAYS: Flight Attendants Mail Strike Ballots to Members
US ENERGY: Bell Coast Amends Sheep Mountain Acquisition Terms
W.R. GRACE: Confirmation Hearing Set for January 21
WHOLE AUTO: Moody's Puts Ba3 Rating on $55 Mil. Class D Sub. Notes

* BOND PRICING: For the week of November 15 - November 19, 2004

                          *********

1100255 ONTARIO: Major Shareholder Consents to Restructuring
------------------------------------------------------------
SIR Corp., a leading operator of casual and fine dining
restaurants, has consented to the commencement of a restructuring
process for 1100255 Ontario Inc., a business which includes
Leoni's Italian Kitchen(TM).  This restructuring process for
1100255 Ontario Inc., in which SIR Corp. holds a 35% ownership
stake, was instituted by the majority shareholder.  1100255
Ontario Inc. and all of its related subsidiaries have each filed a
Notice of Intention to File a Proposal under the Bankruptcy and
Insolvency Act, and a proposal trustee has been appointed for each
of the three filing entities.

Leoni's Italian Kitchen(TM) is not a part of the pool of
restaurants that provide royalty payments to the SIR Royalty
Income Fund (TSX: SRV.UN), which went public in October, 2004, and
therefore this restructuring is not expected to have any impact on
the Fund's royalty entitlements or distributions.

SIR Corp. has recognized a provision for impairment in the value
of this investment in its financial statements and as a result of
these developments may be required to increase the provision.  The
precise amount is still being determined, but the additional
provision over what was recorded in the May 9, 2004 interim
statements, is not expected to exceed $500,000.  A provision of
approximately $167,000 is also expected to be required for
receivables from the equity investment.  SIR Corp. may be required
to provide nominal financial support for the restructuring
process. SIR Corp. will maintain ownership of the Leoni's Italian
Kitchen(TM) trademark.

With a strong balance sheet, and an extensive portfolio of leading
restaurant brands, including Jack Astor's, Canyon Creek, Alice
Fazooli's! and Far Niente, the core business of SIR Corp. remains
unaffected by this restructuring. SIR Corp. management believes
the Leoni's Italian Kitchen brand is a strong and viable property,
and is assessing its options as to the future of the brand.

                          About SIR Corp

SIR Corp. is a privately held Canadian corporation that owns and
operates a portfolio of more than 34 restaurants in Canada. SIR
Corp.'s core brand is Jack Astor's Bar and Grill, with 21
locations in Canada. Other brands are Alice Fazooli's!, with five
locations, and Canyon Creek Chophouse, with four locations. SIR
Corp. also operates one-of-a-kind "signature" brands in downtown
Toronto, which comprise the upscale reds, Far Niente & Soul of the
Vine, Brasserie Friscos, the casual Armadillo Texas Grill and the
Loose Moose Tap & Grill.


ADELPHIA COMMS: Amends Employments Pacts with R.G Wahl & J. Bagan
-----------------------------------------------------------------
In a regulatory filing with the Securities and Exchange Commission
dated November 8, 2004, Adelphia Communications Corporation
disclosed that it entered into amended and restated employment
agreements with two company executives:

   * Robert G. Wahl, Senior Vice President of ACOM's Northeast
     Region on November 10, 2004; and

   * Joseph Bagan, Senior Vice President of ACOM's Southeast
     Region, on November 1, 2004.

The Amended Employment Agreements became effective on their entry
date.  According to ACOM Executive Vice President, General Counsel
and Secretary Brad M. Sonnenberg, the Agreements supercede prior
employment agreements that the executives had with ACOM that
became effective May 8, 2003.  The term of each of the Amended
Employment Agreements runs until the death or disability of the
executive, termination of the executive by ACOM, or termination by
the Executive.

Modifications to the Amended Agreements include revisions to the
definition of good reason, the provision concerning the
reimbursement of business and other expenses, and the calculation
of the incentive bonus in the event of termination from ACOM.
Provisions regarding continued medical coverage for up to two
years after certain termination events and reimbursement for
relocation expenses were also added.

Among others, the Amended Agreements provide for these terms:

   (a) Mr. Wahl and Mr. Bagan:

          * will each have an annual base salary of $260,000,
            which may be increased, subject to periodic review;

          * are eligible to earn annual incentive bonuses upon
            the satisfaction of performance goals set by the
            Compensation Committee;

          * are eligible to participate in the ACOM's Performance
            Retention Plan;

   (b) In the event that the Executive's employment terminates
       due to death or disability, the Executive is entitled to
       any accrued, unpaid base salary and incentive bonuses, a
       pro rata portion of the incentive bonus for the year in
       which termination occurs, all vested and unpaid benefits
       under ACOM's benefit plans and unreimbursed business
       expenses;

   (c) Additionally, the Executive is entitled to payment of an
       amount equal to his base salary for two years, continued
       medical coverage for two years and reimbursement for
       relocation expenses if the Executive had previously
       relocated at ACOM's request since March of 2003, in the
       event that his employment is terminated by:

          * ACOM other than for death, disability or cause; or

          * the Executives themselves, for good reason;

   (d) In the event the Executive is terminated for cause or by
       the Executive without good reason, he will only receive
       accrued, unpaid base salary, vested benefits and
       unreimbursed expenses;

   (e) The Executive is prohibited from competing with ACOM for
       at least 12 months after termination of employment without
       ACOM's express prior written approval;

   (f) The Executive will not divulge confidential information
       and will not solicit ACOM's customers or employees for at
       least 12 months after termination of employment; and

   (g) The Executive will have no claim to ACOM's intellectual
       property rights.

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


ALPHA HOUSING: Objections to Plan Confirmation Are Due Wednesday
----------------------------------------------------------------
Alpha Housing and Health Care, Inc., filed its Plan of
Reorganization and a corresponding Disclosure Statement describing
the Plan with the United States Bankruptcy Court for the Western
District of Pennsylvania.

The Plan groups Claims against the Debtor into three unclassified
categories and five Classes and designates the membership
interests in the Debtor as a separate Class:

   -- Unclassified Claims:

         * Administrative Claims
         * Professional Fee Claims
         * Priority Tax Claims

   -- Classified Claims:

         * Pre-petition secured lender claim
         * Other Secured Claim
         * Bond Claim
         * Other Priority Claim
         * General Unsecured Claims

   -- Member Interests

Under the Plan, holders of bond and general unsecured claims will
receive a distribution in an amount less than what they're owed.
Accordingly, these claim holders are impaired and are entitled to
vote to accept or reject the Plan.

The payments to be made to holders of all Allowed Claims, will be
made from the Debtor's cash on hand as of the Transfer Date
defined in the Plan.

Pursuant to Section 365(b)(l) of the Bankruptcy Code, any monetary
default existing under an executory contract or unexpired lease
that is to be assumed pursuant to the Plan will be satisfied:

   (a) by the Debtor or Reorganized Alpha paying the cure amount
       in Cash on the Effective Date; or

   (b) on other terms as the parties to the executory contract or
       unexpired lease may agree.

The liquidating plan does not contemplate the continuation of the
Debtor's business and provides for the appointment of a
Liquidating Supervisor to collect and administer the Debtor's
remaining assets.

                     Asset Purchase Agreement

The Debtor has entered into an asset purchase agreement with Care
Institute-Main Line and Haverford, LLC, calling for the purchase
of substantially all of the Debtor's assets in exchange for
cancellation of the outstanding bond debt and the issuance of New
Bonds in the approximate amount of $17 million, subject to higher
and better offers.

The acquired assets will be sold free and clear of all liens,
claims and encumbrances.

Interested bidders may submit a qualified bid to the Debtor's
counsel:

         Ronald B. Roteman, Esq.
         Campbell & Levine
         1700 Grant Building
         Pittsburgh, Pennsylvania 15219
         Tel. (412) 261-0310

on or before 4:00 p.m. Eastern Daylight Time on Dec. 1, 2004.  An
auction and sale hearing is set on Dec. 20, 2004, at the
Bankruptcy Court in Pittsburgh.

Copies of the Disclosure Statement, Plan of Reorganization and the
Asset Purchase Agreement are available for review at the
Bankruptcy Court and upon request from the Debtor's counsel.

Objections, if any, to the Plan, including the proposed sale of
substantially of the Debtor's assets must be filed with the Clerk
of the Bankruptcy Court on or before Dec. 1, 2004, and served on
core parties-in-interest.

Headquartered in Newcastle, Pennsylvania, Alpha Housing and Health
Care, Inc. operates two skilled nursing and personal care and
rehabilitation facilities, one containing 184 beds located at 283
Lancaster Avenue in Malvern, Pennsylvania and the other containing
110 beds, located at 2050 Old West Chester Pike, Havertown,
Pennsylvania.  The Company filed for chapter 11 protection on
June 17, 2003 (Bankr. W.D. Penn. Case No. 03-27597).  Ronald B.
Roteman, Esq., at Campbell & Levine, LLC, represents the Debtor in
its chapter 11 case.  When the Debtor filed for protection from
its creditors, it estimated $10 Million to $50 Million in total
assets and debts.


AMERICAN REST.: Milbank Tweed Approved as Bankruptcy Counsel
------------------------------------------------------------
The U.S Bankruptcy Court for the Central District of California
gave American Restaurant Group Inc. and its debtor-affiliates
permission to employ Milbank, Tweed, Hadley & McCloy LLP as their
general bankruptcy counsel.

Milbank Tweed will:

   a) advise the Debtors with respect to their powers and duties
      as debtors-in-possession in the continued operation of their
      business;

   b) prepare, on behalf of the Debtors, all necessary motions,
      applications, answers, orders, reports and papers in
      connection with the Debtors' administration of their
      bankruptcy estates;

   c) represent the Debtors at all critical hearings on matters
      pertaining to their affairs as a debtor-in-possession;

   d) present and implement a plan of reorganization and its
      related documents;

   e) negotiate appropriate transactions and prepare any necessary
      documentation for closing those transactions;

   f) represent the Debtors in the assumption or rejection of
      executory contracts and unexpired leases;

   g) commence and conduct litigation necessary to assert rights
      held by the Debtors, protect assets of the Debtors' chapter
      11 estate and further the goal of completing the Debtors'
      successful reorganization in a timely manner;

   h) provide counsel with respect to the general corporate,
      securities, real estate, litigation, environmental, labor,
      state regulatory, tax, intellectual property and other legal
      matters which may arise during the pendency of the Debtors'
      chapter 11 cases; and

   i) perform all other legal services that necessary for the
      efficient and economic administration of the Debtors'
      chapter 11 cases.

Thomas R. Kreller, Esq., a Partner at Milbank Tweed, is the lead
attorney for the Debtors' restructuring. Mr. Kreller discloses
that the Firm received a $205,566.33 retainer. For his
professional services, Mr. Kreller will bill the Debtors $625 per
hour.

Mr. Kreller reports Milbank Tweed's professionals bill:

    Professional           Designation      Hourly Rate
    ------------           -----------      -----------
    Robert J. Moore        Partner             $720
    David B. Zolkin        Associate            490
    Haig M. Maghakian      Associate            350

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

Headquartered in Los Altos, California, American Restaurant Group,
Inc., through its subsidiaries operating as Stuart Anderson's,
specializes in U.S.D.A. Choice fresh-cut steak; seasoned, seared,
and slow-roasted prime rib; and a variety of seafood entrees
complete with 'all the fixin's'. The company and its debtor-
affiliates filed a chapter 11 petition on Sept. 28, 2004 (Bankr.
C.D. Cal. Case No. 04-30732). Thomas R. Kreller, Esq., at
Milbank, Tweed, Hadley & Mccloy represents the Debtors in their
restructuring efforts. When the Debtor filed for bankruptcy
protection, it estimated $1 million to $10 million of assets and
more than $100 million in total debts.


AMERICAN REST.: Creditors Must File Proofs of Claims by Dec. 27
---------------------------------------------------------------
The U.S Bankruptcy Court for the Central District of California
set December 27, 2004, as the deadline for all creditors owed
money by American Restaurant Group Inc. and its debtor-affiliates,
on account of claims arising prior to September 28 2004, to file
their proofs of claim.

The December 27 Claims Bar Date includes Rejection Claims,
Avoidance of Transfer Claims, Tax Claims, and Claims Affected by
Amendments to Schedules.

Creditors must file their written proofs of claim on or before the
December 27 Claims Bar Date, and those forms must be delivered to
either the Debtor's claims agent or the Bankruptcy Clerk:

  ARG Claims Processing
  C/o Kurtzman Carson Consultants LLC
  P.O. Box 53128
  Los Angeles, California 90053-0128

  Clerk of the Bankruptcy Court
  Los Angeles Division
  Federal Building, 300 North Los Angeles Street
  Los Angeles, California 90012

For a Governmental Unit, the Claims Bar Date is April 26, 2005.

For Co-Debtor, Surety and Guarantor Claims, and for claims by the
Debtors on behalf of creditors who failed to file proofs of claim
on their own behalf, the Claims Bar Date is January 26, 2005.

Headquartered in Los Altos, California, American Restaurant Group,
Inc., through its subsidiaries operating as Stuart Anderson's,
specializes in U.S.D.A. Choice fresh-cut steak; seasoned, seared,
and slow-roasted prime rib; and a variety of seafood entrees
complete with 'all the fixin's'. The company and its debtor-
affiliates filed a chapter 11 petition on Sept. 28, 2004 (Bankr.
C.D. Cal. Case No. 04-30732). Thomas R. Kreller, Esq., at
Milbank, Tweed, Hadley & Mccloy represents the Debtors in their
restructuring efforts. When the Debtor filed for bankruptcy
protection, it estimated $1 million to $10 million of assets and
more than $100 million in total debts.


ATA AIRLINES: Committee Wants to Retain Greenebaum as Co-Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors wants to retain
Greenebaum Doll & McDonald, PLLC to serve as co-counsel.

Greenebaum will:

   (a) advise the Committee with respect to its rights, duties
       and powers in these cases;

   (b) assist and advise the Committee in its consultations
       with ATA Airlines and its debtor-affiliates relative to
       the administration of these cases;

   (c) assist the Committee in analyzing the claims of the
       Debtors' creditors and the Debtors' capital structure and
       in negotiating with holders of claims and equity
       interests;

   (d) assist the Committee in its investigation of the acts,
       conduct, assets liabilities and financial condition of the
       Debtors and of the operation of the Debtors' businesses;

   (e) assist the Committee in its analysis of, and negotiations
       with, the Debtors or any third party concerning matters
       related to, among other things, the assumption or
       rejection of certain leases of non-residential real
       property and executory contracts, asset dispositions,
       financing of other transactions and the terms of a plan of
       reorganization for the Debtors and accompanying disclosure
       statement and related plan documents;

   (f) assist and advise the Committee as to its communications
       to the general creditor body regarding significant matters
       in these cases;

   (g) represent and analyze applications, orders, statements of
       operations and schedules filed with the Court and advise
       the Committee as to their propriety;

   (h) review and analyze applications, orders, statements of
       operations and schedules filed with the Court and advise
       the Committee as to their propriety;

   (i) advise and assisting the Committee with respect to any
       legislative or governmental activities, including, if
       requested by the Committee, to perform lobbying activities
       on behalf of the Committee;

   (j) assist the Committee in preparing pleadings and
       applications as may be necessary in furtherance of the
       Committee's interests and objectives; and

   (k) perform other legal services as may be required or are
       otherwise deemed to be in the interests of the Committee
       in accordance with the Committee's powers and duties as
       set forth in the Bankruptcy Code, Bankruptcy Rules, or
       other applicable law.

Greenebaum professionals that will primarily represent the
Creditors Committee are:

     * John W. Ames, Esq.,
     * Michael G. Shaikun, Esq., and
     * C.R. "Chip" Bowles, Jr., Esq.

Greenebaum will be compensated for its services in accordance with
the Firm's customary hourly rates:

               Billing Category            Rate
               ----------------            ----
               Members                  $220 - 400
               Associates                140 - 225
               Paraprofessionals          95 - 155

Greenebaum will also be reimbursed for its out-of-pocket expenses.
The expenses will be paid as administrative expenses for the
Debtors' estate.

According to David Cotton, co-chair of the Creditors Committee,
the Creditors Committee selected Greenebaum because the Firm has
had considerable experience in representing unsecured creditors'
committees in Chapter 11 reorganization cases and other debt
restructurings, including Wallace's Bookstores, Inc., NuKoate
International, Horizon Natural Resources, and Chas Coal, LLC.

Mr. Bowles, a member of Greenebaum, assures the United States
Bankruptcy Court for the Southern District of Indiana that the
Firm does not represent any interest materially adverse to the
Creditors Committee and the Debtors' estate.  However, Mr. Bowles
acknowledges that the Firm has in the past represented or may
currently represent creditors, and parties in interest on matters
wholly unrelated to the Debtors' Chapter 11 cases:

   (a) Creditors

       * US Bank N.A.,
       * Union Planters Bank,
       * Bank of America,
       * Aon Corporation,
       * Honeywell, Inc.,
       * FedEx Ground Package System,
       * GE Aircraft Engines,
       * GE Engine Services, and
       * General Electric Co.

  (b) Parties-in-interest

      * National City Bank of Indiana, and
      * KeyBank, N.A.

Mr. Bowles also acted as Judge Lorch's law clerk in certain cases
in the U.S. Bankruptcy Court for the Western District of Kentucky
from July through August 1999 while his regular law clerk was on
maternity leave.

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


AVADO BRANDS: Reports Accounting Errors in Financial Statements
---------------------------------------------------------------
Avado Brands, Inc. disclosed in a report filed with the Securities
and Exchange Commission that the Company's previously filed
financial statements, including the financial statements for the
years ended Dec. 30, 2001 and Dec. 29, 2002, the quarterly
financial statements issued during those years, and the financial
statements for each of the first three quarters of 2003 should no
longer be relied upon because of errors identified in these
financial statements.

The Company, which on February 4, 2004 filed voluntary petitions
in the U.S. Bankruptcy Court for the Northern District of Texas
for relief under Chapter 11 of the U.S. Bankruptcy Code, has not
yet filed its Annual Report on Form 10-K for the year ended
Dec. 28, 2003, or its Quarterly Reports on Form 10-Q for the
quarters ended March 28, 2004, June 27, 2004 and Sept. 26, 2004.
The monthly operating reports the Company has furnished to the
Bankruptcy Court and filed on Form 8-K since the filing of the
Company's Chapter 11 petition, which are not prepared on the basis
of generally accepted accounting principles, also contain errors.

The conclusion was reached as part of an evaluation of the
application of the Company's accounting policies and generally
accepted accounting principles.  The material errors identified
are:

     (1) Rent Expense

The Company has historically had a policy of recording rent
expense on a straight-line basis over the initial lease term.  The
Company now believes the proper treatment for rent that escalates
over time should be to recognize the expense on a straight-line
basis over the lease term (inclusive of renewal options the
Company is reasonably expected to exercise) rather than over the
initial term of the lease.  The Company believes that the
resulting cumulative understatement of rent expense and the
cumulative understatement of accrued rent expense liability, as of
December 28, 2003, is in the range of $14.0 million to $16.0
million.  Previously reported rent expense, which is included in
other operating expenses, for the fiscal years ended December 30,
2001 and December 29, 2002 was $33.4 million and $24.0 million,
respectively.  The Company estimates that rent expense for this
two-year period will increase by approximately $2.5 million.  Such
estimates are subject to change as the Company completes its
evaluation.  The cumulative understatement of rent expense and the
understatement of rent expense for the aforementioned fiscal years
represents a non-cash understatement of previously reported rent
expense.

     (2) Fixed Assets

An evaluation of the Company's premises and equipment accounting
practices identified certain errors resulting in an overstatement
of recorded net book values.  In addition, the Company's
depreciable lives for certain leasehold improvements have
historically been based upon the useful lives of the assets, which
for certain leasehold improvements is longer than the remaining
term of the associated lease, including available renewal option
periods.  Because of these errors, the Company estimates the net
book value of its premises and equipment was overstated by
approximately $5.0 million as of December 28, 2003.

The Company estimates that approximately $2.8 million of this
error occurred in the fiscal years prior to the year ended
December 30, 2001.  This estimate is subject to change as the
Company completes its evaluation.  The Company is currently
evaluating the effect of the remaining errors on individual
periods.  The previously reported net book value of premises and
equipment as of December 30, 2001 and December 29, 2002 was
$283.0 million and $237.0 million, respectively.  The adjustment
to correct this overstatement of net book value of premises and
equipment will represent a non-cash charge.

     (3) Employee Partner Programs

Certain of the Company's employee partner programs, which were
amended in 2002, have been historically accounted for as ownership
interests.  The Company now believes that they should have been
accounted for as compensation agreements from the date of the
amendment.  The cumulative effect of this error, as of
December 28, 2003, is estimated to be less than $0.5 million.  The
Company is currently evaluating the effect of this error on
individual periods.

                Audit Committee Retains Alston & Bird

On November 22, 2004, the Bankruptcy Court gave the Debtors
permission to retain Alston & Bird LLP as special counsel to the
Company's Audit Committee in connection with the Audit Committee's
review of certain past accounting practices, including those
described above.

Both the Company's Audit Committee and the Company's management
have discussed with Deloitte & Touche LLP, the Company's current
independent auditors, the matters disclosed in this Current Report
on Form 8-K.  KPMG LLP, the Company's predecessor independent
auditors through March 30, 2004, has been advised of the matters
disclosed herein.

Headquartered in Madison, Georgia, Avado Brands, Inc. --
http://www.avado.com/-- owns and operates two proprietary brands
comprised of 102 Don Pablo's Mexican Kitchens and 37 Hops
Grillhouse & Breweries. The company recently introduced a new
Hops City Grille concept that is currently in test in Florida.
The Company and its debtor-affiliates filed voluntary chapter 11
petitions on Feb. 4, 2004 (Bankr. N.D. Tex. Case No. 04-31555).
Deborah D. Williamson, Esq., and Thomas Rice, Esq., at Cox & Smith
Incorporated, represent the Debtors in their restructuring
efforts. Miller Buckfire Lewis Ying & Co., LLC, is providing
financial advisory services. When the Debtors filed for
protection from its creditors, they listed $228,032,000 in total
assets and $263,497,000 in total debts.


BISHOP GOLD: Closes $525,000 Private Equity Placement
-----------------------------------------------------
Bishop Gold Inc. (TSX VENTURE:BSG), has closed its previously
announced private placement of $525,000 of units of Bishop at a
price of $0.27 per unit through the MineralFields Group and
several of its "super" flow-through limited partnerships.  An
aggregate of 1,944,444 flow-through common shares and 1,944,444
common share purchase warrants have been issued in connection with
the Private Placement, with each Warrant entitling the holder to
acquire one non-flow-through common share at a price of $0.35 for
a period of twelve months from the date of issue or at a price of
$0.40 for an additional period of 12 months thereafter.  An
aggregate of $26,500 was paid as cash commissions and a total of
194,444 compensation warrants were issued, with each compensation
warrant being exercisable on the same terms as the Warrants.

                        About the Company

Bishop Gold is a mineral exploration company with interests in the
Al/Bonanza property and the Lawyers property, both are located in
the Toodoggone District of North Central B.C.; and the Gordon Lake
Property in the Giant Bay Region near Yellowknife, NWT.

                         *     *     *

                       Going Concern Doubt

Stated in Bishop Gold's 3rd Quarter Report ending June 30, 2004:

"The Company has realized recurring losses from operations, and
has a working capital deficiency of $191,905.  These factors,
amongst others, cast substantial doubt with respect to the
Company's ability to continue as a going concern."


BRUNSWICK ENTERPRISES: List of 20 Largest Unsecured Creditors
-------------------------------------------------------------
Brunswick Enterprises of Southwest Florida, Inc. released a list
of its 20 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
Roger Brunswick                                         $450,195
3774 Cracker Way
Bonita Springs, Florida 34134

James & Sue McCord                                      $348,452
c/o John N. Buso, P.A.
Suite 450, 1645 Palm Beach
Lakes Boulevard
West Palm Beach, Florida 33401

Internal Revenue Service                                $132,103
Ogden, Utah 84201-0005

Gemaire Distributors                                     $61,692

Florida Department of Revenue                            $51,243

Citibank Processing Center                               $38,037

Five County Wholesale                                    $27,270

Lennox Industries Inc.                                   $21,779

First National Bank              Value of Security:      $18,273
                                 $14,850

Tropic Supply, Inc.                                      $10,332

Sprint Yellow Pages                                      $10,168

Yellow Book USA                                           $7,549

Welcome Wagon                                             $6,472

Coastline Distributing                                    $4,894

Exxon Mobil Fleet                                         $4,266

United Healthcare                                         $4,135

Preferred Automotive Group                                $4,127

ABP, Inc.                                                 $3,625

AT&T Wireless Services                                    $3,551

American Express                                          $3,431


Headquartered in Fort Myers, Florida, Brunswick Enterprises of
Southwest Florida, Inc. -- http://www.jmairconditioning.com/--  
provides air conditioning sales and service to Lee, Collier and
Charlotte counties in Southwest Florida.  The Company filed for
chapter 11 protection on November 2, 2004 (Bankr. M.D. Fla. Case
No. 04-21346).  Jeffrey W. Leasure, Esq., at Jeffrey W. Leasure,
PA, represents the Company in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets of over $100,000 and debts of over $1 million.


CATHOLIC CHURCH: Tucson Can Continue Using Cash Management System
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorizes
the Diocese of Tucson to segregate and manage the funds Tucson
holds for other non-debtor parties separately from its Existing
Accounts in segregated accounts at financial institutions selected
by the Diocese or the parties for whose benefit the funds are
administered.  This is subject to approval by the Office of the
United States Trustee regarding collateralization and reporting.

Tucson is also authorized to maintain and administer prepetition
accounts associated with its workers compensation and insurance
programs in the ordinary course, likewise, subject to the U.S.
Trustee's approval.

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

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


CORNERSTONE PROPANE: All Administrative Claims Due by Dec. 8
------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York, set December 8, 2004, as the deadline for all creditors
owed money by Cornerstone Propane Partners, L.P., and its debtor-
affiliates on account of administrative claims to file their
proofs of claim following these requirements:

   (1) Creditors must file written proofs of claim on or before
       the December 8 Administrative Claims Bar Date; and

   (2) Professionals must file written proofs of service for
       Final Fee Applications no later than Dec. 2, 2004.

Also, the Honorable Robert D. Drain of the U.S. Bankruptcy Court
for the Southern District of New York will convene a Final Fee
Hearing on Dec. 21, 2004, at 10:00 a.m., to consider the final
allowance of compensation and reimbursement of expenses for
professionals.  Written objections, if any, to the Final Fee
Applications must be filed no later than 12:00 noon on Dec. 20,
2004 and served on:

       (a) Clerk of the Bankruptcy Court
           U.S. Bankruptcy Court for the Southern District of
           New York
           Alexander Hamilton Custom House
           One Bowling Green
           New York, New York 10004

       (b) Cornerstone Propane Partners, L.P.
           10 Rockefeller Plaza
           New York, New York 10111
           Attn: Leonard H. York, Esq.

       (c) Kirkland & Ellis LLP
           153 East 53rd Street
           New York, New York 10022
           Attn: Michael A. Cohen, Esq.

       (d) Akin Gump Strauss Hauer & Feld LLP
           590 Madison Avenue
           New York, New York 10022-2524
           Attn: Fred S. Hodara, Esq.

       (e) Akin Gump Strauss Hauer & Feld LLP
           2029 Century Park East, Suite 2400
           Los Angeles, California 90067
           Attn: David P. Simonds, Esq.

       (f) Office of the United States Trustee
           33 Whitehall Street
           New York, New York
           Attn: Pamela J. Lustrin, Esq.

Headquartered in New York, New York, Cornerstone Propane Partners,
L.P. -- http://www.cornerstonepropane.com/ -- is the nation's
sixth largest retail propane marketer, serving more than 440,000
retail propane customers in over 30 states. The Company filed for
chapter 11 protection (Bankr. S.D.N.Y. Case No. 04-13856) on June
3, 2004.  Matthew Allen Cantor, Esq., at Kirkland & Ellis LLP,
represents the Company in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
$582,455,000 in assets and $692,470,000 in liabilities.  The Court
approved the Debtors' Disclosure Statement explaining its Joint
Plan of Reorganization on Aug. 10, 2004.


CORONET FOODS: Phillips Gardill Approved as Bankruptcy Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of West
Virginia gave Coronet Foods, Inc., permission to employ Phillips,
Gardill, Kaiser & Altmeyer, PLLC, as its lead bankruptcy counsel.

Phillips Gardill will:

   a) advise the Debtor with respect to its powers and duties as
      debtor in possession in the continued management and
      operation of its businesses and properties as required by
      the Debtor;

   b) attend meetings and negotiate with representatives of
      creditors and other parties in interest as required by the
      Debtor;

   c) take necessary action to protect and preserve the Debtor's
      estate, including:

         (i) the prosecution of actions on the Debtor's behalf,

        (ii) the defense of actions commenced against the Debtor,

       (iii) negotiations concerning all litigation in which the
             Debtor is involved, and

        (iv) objections to claims filed against the estate as
             required by the Debtor;

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

   e) negotiate and prepare on the Debtor's behalf a Plan of
      Reorganization, Disclosure Statement, and all related
      agreements and documents, and take necessary action on
      behalf of the Debtor to obtain confirmation of the Plan;

   f) assist in representing the Debtor in connection with
      obtaining postpetition financing;

   g) advise the Debtor in connection with any potential sale of
      assets as required by the Debtor;

   h) appear before the Bankruptcy Court, any appellate court, and
      the United States Trustee to protect the interests of the
      Debtor's estate; and

   i) perform all other necessary legal services and provide all
      other necessary legal advice to the Debtor in connection
      with its chapter 11 case.

Charles J. Kaiser Jr., Esq., and Denise Knouse-Snyder, Esq.,
Members at Phillips Gardill are the lead attorneys for Coronet
Foods' restructuring. Mr. Kaiser discloses that the Firm received
a $12,000 retainer.

Mr. Kaiser reports Phillips Gardill's professionals bill:

    Designation             Hourly Rate
    -----------             -----------
    Members                 $125 - 200
    Associates               100 - 120
    Legal Assistants          25 - 40

Phillips Gardill assures the Court that it does not represent any
interest adverse to the Debtor or its estate.

Headquartered in Wheeling, West Virginia, Coronet Foods, Inc. --
http://www.coronetfoods.com/-- supplies fresh-cut products
to chain restaurants and retailers. The Company filed for chapter
11 protection on October 29, 2004 (Bankr. N.D. W.Va. Case No.
04-03822). When the Debtor filed for protection from its
creditors, it listed estimated assets of $1 million to $10 million
and estimated debtors of $10 million to $50 million.


CORONET FOODS: Look for Bankruptcy Schedules on December 7
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of West
Virginia gave Coronet Foods, Inc., more time to file its Schedules
of Assets and Liabilities, Statement of Financial Affairs, and
Schedule of Executory Contracts and Unexpired Leases.  The Debtor
has until December 7, 2004, to file those documents.

The Debtor tells the Court that in order to accurately prepare and
complete its Schedules and Statements, it must gather and review a
multitude and documents and records. The collection of information
necessary to for the documents and records for the Schedules would
require a substantial effort and time on the part of the Debtor's
management and many of its employees.

The Debtor tells the Court that the extension will give it more
time to gather all the information necessary to accurately and
properly complete its Schedules and Statements.

Headquartered in Wheeling, West Virginia, Coronet Foods, Inc. --
http://www.coronetfoods.com/-- supplies fresh-cut products
to chain restaurants and retailers.  The Company filed for chapter
11 protection on October 29, 2004 (Bankr. N.D. W.Va. Case No.
04-03822).  Charles J. Kaiser Jr., Esq., and Denise Knouse-Snyder,
Esq., at Phillips, Gardill, Kaiser & Altmeyer, PLLC, represent the
Debtor in its restructuring.  When the Debtor filed for protection
from its creditors, it listed estimated assets of $1 million to
$10 million and estimated debtors of $10 million to $50 million.


COVANTA ENERGY: Wants Court Nod to Continue DIP Financing
---------------------------------------------------------
Remaining Debtors Covanta Warren Energy Resources Co., LP,
Covanta Warren Holdings I, Inc., Covanta Warren Holdings II, Inc.,
and Covanta Lake II, Inc., anticipate that they will continue to
require access to DIP financing to fund their continuing
operations.

The Remaining Debtors inform the United States Bankruptcy Court
for the Southern District of New York that Reorganized Covanta
Energy Corporation, as lender, has agreed to enter into new DIP
financing facilities with them.  The New DIP Agreements contain
substantially the same terms and conditions as are contained in
the existing DIP Agreements.

Pursuant to Section 364(c) of the Bankruptcy Code, the Remaining
Debtors ask Judge Blackshear for authority to continue to obtain
credit pursuant to the New DIP Facilities.

Covanta Warren, Warren Holdings I, and Warren Holdings II will
borrow up to $2,000,000 from Reorganized Covanta.  The Debtors
will be jointly and severally liable for the obligations arising
under their New DIP Facility.

Covanta Lake II will borrow up to $2,000,000 under a separate
facility.

The Remaining Debtors propose to grant Reorganized Covanta,
pursuant to Section 364(c)(2), first priority, valid, perfected
and non-voidable senior liens on and security interests in all
unencumbered assets of each of the Remaining Debtors' estates.
Reorganized Covanta will also receive valid, perfected and non-
voidable liens on and security interests in all assets of each of
the Remaining Debtors' estates pursuant to Section 364(c)(3).

The DIP Collateral will be subject only and junior to:

     * any valid, enforceable, perfected and non-voidable liens
       and security interests that existed on the applicable
       Petition Date; and

     * the Project Replacement Liens granted as adequate
       protection under any "Project Cash Collateral Order," as
       that term is defined in the Covanta Debtors' DIP Credit
       Agreement, dated April 1, 2002, with Bank of America,
       N.A., as Administrative Agent, Deutsche Bank AG, New York
       Branch, as Documentation Agent, and the lenders thereto.

The DIP Collateral will secure the loans, advances and all
Obligations at any time owing or to be performed by each of the
Remaining Debtors pursuant to the New DIP Agreements and the other
Loan Documents.

The Remaining Debtors also propose to grant superpriority
administrative claim status in favor of Reorganized Covanta for
all Obligations under the New DIP Agreements.

"It is essential to the success of the Remaining Debtors' chapter
11 cases that they obtain access to sufficient replacement
postpetition financing," Vincent E. Lazar, Esq., at Jenner &
Block, LLP, in Chicago, Illinois, asserts.

Mr. Lazar explains that the Remaining Debtors' ability to continue
in business so that they can attempt to reorganize under the
Bankruptcy Code depends on their obtaining credit pursuant to the
New DIP Facilities, which is necessary to avoid irreparable harm
to them, their creditors and their estates.  The Remaining Debtors
may have insufficient cash funds available to conduct ordinary
business operations, maintain and preserve the property and assets
of their estates, and complete their reorganizations.  Their
ability to maintain business relationships with their vendors and
suppliers and pay necessary employees, and otherwise finance their
operations, is essential to their continued viability.

According to Mr. Lazar, the loans and financing arrangements
contemplated by the New DIP Agreements and the other Loan
Documents are products of earlier negotiations involving
interested parties in the Debtors' bankruptcy cases, and are being
entered into by Reorganized Covanta in good faith.

Granting superpriority administrative claim status in favor of
Reorganized Covanta is also warranted, Mr. Lazar says.  The
Remaining Debtors could not have obtained postpetition financing
of the type or magnitude required on an unsecured or
administrative priority basis.

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


DAVCRANE INC: Wants to Hire Jordan Hyden as Bankruptcy Counsel
--------------------------------------------------------------
Davcrane, Inc., asks the U.S. Bankruptcy Court for the Southern
District of Texas for permission to employ the law firm of Jordan,
Hyden, Womble & Culbreth as its general bankruptcy counsel.

The Debtor and the Firm designated Shelby A. Jordan, Esq., to
serve as the attorney in charge of the Debtors' representation,
with other attorneys to perform services as needed.

The Firm will:

   (a) give the Debtor advice in the liquidation and management of
       its property and duties and responsibilities as Debtor;

   (b) prepare on behalf of the Debtor all necessary applications,
       notices, motions, contested matters, orders, reports and
       other legal papers;

   (c) assist the Debtor in negotiation of a Plan satisfactory to
       parties-in-interest, and to prepare a Disclosure Statement
       which will be submitted to parties in interest after it has
       been approved by the Court; and

   (d) perform all other legal services for the Debtor that may be
       necessary and appropriate as general bankruptcy counsel.

The Firm has requested and received an $8,000 retainer.

The hourly rates to be charged by the Firm are:

            Professional               Rate
            ------------               ----
         Shelby A. Jordan              $375
         Harlin C. Womble, Jr.         $300
         Nathaniel Peter Holzer        $250
         Michael J. Urbis              $225
         James Michael Evans           $145
         Paralegals                 $60 to $95

The Debtor will also reimburse the Firm's out-of-pocket expenses.

Michael J. Urbis, Esq., assures the Court that the Firm is a
disinterested party within the meaning of the Bankruptcy Code.

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


DII/KBR: Bankruptcy Court Approves St. Paul Settlement Agreement
----------------------------------------------------------------
Pursuant to Sections 105(a) and 363 of the Bankruptcy Code and
Rule 9019 of the Federal Rules of Bankruptcy Procedure, DII
Industries, LLC, and its debtor-affiliates sought and obtained
approval from the United States Bankruptcy Court for the Western
District of Pennsylvania of their settlement agreement with Cooper
Industries, Inc., Auburn Technology, Inc., Bombardier, Inc., and
St. Paul Fire and Marine Insurance Company.

The St. Paul Settlement Agreement effectuates a full and final
settlement of all disputes between DII Industries, Cooper,
Auburn, Bombardier, and St. Paul, regarding their rights and
obligations to each other under the insurance policy or policies
that during all or part of the period from January 1, 1963, to
January 1, 1966, provided coverage to Alco Products, Inc. (a New
York corporation) and Alco Products, Inc. (a Delaware
corporation).

The St. Paul Settlement Agreement also resolves insurance coverage
litigation among DII Industries, Bombardier, Auburn,
Cooper, St. Paul, and others in the form of a third-party action
captioned, "Sanchez, et al. v. Cooper Industries, et al. v.
Employers Insurance of Wausau, et al.," in the United States
District Court for the District of New Mexico, now pending before
the Judicial Panel on Multidistrict Litigation.

Michael G. Zanic, Esq., at Kirkpatrick & Lockhart, LLP, in
Pittsburgh, Pennsylvania, tells the Court that the Alco Claims
include asbestos-related bodily injury claims that have been
asserted against DII Industries, Cooper, Auburn, and Bombardier in
connection with asbestos-containing products allegedly
manufactured by American Locomotive Company -- ALCO -- or entities
alleged to be its successors, subsidiaries, or affiliates,
including Alco NY and Alco DE.

Prior to the Petition Date, DII Industries agreed to indemnify,
defend, and hold Cooper harmless against the Alco Claims, and
Cooper assigned to DII Industries any rights with respect to the
Alco Claims, as well as any causes of action that it may have
against the insurers that provide coverage for the Alco Claims.

The material terms of the St. Paul Settlement Agreement are:

    (1) Settlement Payment

        When all contingencies are satisfied or waived, St. Paul
        will pay $680,000, half will go to DII and the other half
        will go to Bombardier.

    (2) Releases

        DII, Cooper, Auburn, and Bombardier will be deemed to
        release and forever discharge St. Paul.  St. Paul will
        also be deemed to release and forever discharge DII,
        Cooper, Auburn, and Bombardier.  St. Paul further agrees
        not pursue any claims for subrogation, equitable or legal
        indemnity, contribution or reimbursement of the St. Paul
        Settlement Amount or any part from any third party.

    (3) Indemnification by DII Industries

        DII agrees to hold St. Paul harmless and provide St. Paul
        full indemnification, including, but not limited to,
        defense costs, up to one half of the St. Paul Settlement
        Amount, for all claims seeking payment or coverage or
        relating to the handling of claims under the St. Paul
        Insurance Policies, whether by way of direct action or
        otherwise, including claims made by:

        * other insurers of DII, Cooper, Auburn, or Bombardier,
          provided, however, that DII's indemnification
          obligations will not extend to claims seeking
          indemnification, contribution or subrogation under the
          policies that cover Auburn and Bombardier, but not DII
          and Cooper;

        * any person claiming to be insured under the St. Paul
          Insurance Policies;

        * any person who has acquired or been assigned the right
          to make a claim under the St. Paul Insurance Policies;

        * any person asserting direct action rights under the St.
          Paul Insurance Policies; or

        * any federal, state or local government or any political
          agency.

        This indemnification includes claims made by any person
        over whom DII and Cooper do not have control, which may
        include former subsidiaries, predecessors-in-interest, or
        any person who asserts rights to coverage or claims
        handling under the St. Paul Insurance Policies.

    (4) Indemnification by Auburn and Bombardier

        Auburn and Bombardier agree to hold St. Paul harmless and
        to provide St. Paul full indemnification, including, but
        not limited to, defense costs, up to one half of the St.
        Paul Settlement Amount, for all claims seeking payment or
        coverage or relating to the handling of claims under the
        St. Paul Insurance Policies.

    (5) Conditions Precedent to Settlement Payment

        The St. Paul Settlement Agreement conditions the
        obligation to pay the St. Paul Settlement Amount on:

        * a final Court order approving the St. Paul Settlement
          Agreement providing that:

          -- the St. Paul Settlement Agreement constitutes an
             Asbestos/Silica Insurance Settlement Agreement;

          -- St. Paul is a Settling Asbestos/Silica Insurance
             Company entitled to the protections of the
             Asbestos/Silica Insurance Company Injunction;

          -- the Plan is amended to add all of the St. Paul
             Insurance Policies, and the St. Paul Settlement
             Agreement; and

        * the occurrence of the Plan Effective Date.

    (6) Dismissal of the Coverage Lawsuit

        DII, Cooper, Auburn, and Bombardier will dismiss without
        prejudice their claims against St. Paul in the Coverage
        Lawsuit, and St. Paul will dismiss without prejudice its
        claims, if any, against DII, Cooper, Auburn, and
        Bombardier in the Coverage Lawsuit.

        These dismissals will be converted by the parties into
        dismissals with prejudice within 14 days after all
        conditions precedent set forth in the St. Paul Settlement
        Agreement have been satisfied or waived by St. Paul,
        provided that St. Paul has paid the St. Paul Settlement
        Amount.

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


E-PRO INC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: E-PRO, Inc.
        8020 South Las Vegas Boulevard #53
        Las Vegas, Nevada 89123

Bankruptcy Case No.: 04-21834

Type of Business: Real Estate Investment

Chapter 11 Petition Date: November 24, 2004

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: David Mincin, Esq.
                  Law Offices Of Richard Mcknight, P.C.
                  330 South Third Street
                  Las Vegas, Nevada 89101
                  Tel: (702) 388-7185

Total Assets: $1,800,000

Total Debts:  $1,500,000

The Debtor has no unsecured creditors who are not insiders.


ENRON CORP: Court Approves NYISO Settlement Agreement
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved Enron Energy Services, Inc.'s settlement agreement with
New York Independent System Operator, Inc.

As reported in the Troubled Company Reporter on Nov. 16, 2004, the
Debtors and NYISO were parties to prepetition contracts for the
sale of services and physical commodities.  Enron Corp. issued a
guarantee as credit support for the Contracts.

The terms of the Settlement Agreement are:

   (a) NYISO will pay the Debtors $1,947,675;

   (b) the Debtors and NYISO will exchange a mutual release of
       claims related to the Contracts;

   (c) Enron's Guarantee will be revoked; and

   (d) all claims filed by or on behalf of NYISO will be deemed
       irrevocably withdrawn, with prejudice.

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


ENRON CORP: Creditors Panel Can Amend Houlihan's Retention Terms
----------------------------------------------------------------
As reported in the Troubled Company Reporter on Sept. 2, 2004, the
Official Committee of Unsecured Creditors retained Houlihan
Lokey Howard & Zukin Financial Advisors, Inc., to provide
financial advisory services pursuant to an engagement letter,
dated December 17, 2001.  Under the Engagement Letter, Houlihan's
compensation is based on a fixed monthly fee and a fixed
transaction free that is subject to certain credits based on the
length of the engagement.  In addition, the Engagement Letter
reflected the Committee's belief that the use of Houlihan's
services would vary during the Debtors' cases, including some
potential periods of inactivity.

According to Luc A. Despins, Esq., at Milbank, Tweed, Hadley &
McCloy, LLP, in New York, those periods of reduced services did
not materialize.  Under the known circumstances at the time of
the Engagement Letter negotiations, the Committee was not capable
of foreseeing the substantial demands for the services it would
actually place on Houlihan.  In the Committee's view, Houlihan
has devoted extraordinary efforts and staffing throughout the
Debtors' cases and provided great results for creditors.

Judge Gonzales gave the Committee permission to amend the terms of
Houlihan's compensation:

   * The $9,500,000 transaction free would be increased to
     $14,500,000;

   * The provision reducing the transaction free by a portion
     of the monthly fees would be eliminated;

   * The $350,000 monthly fee payable to Houlihan would be
     reduced to $175,000 per month, for all monthly periods
     commencing after December 31, 2004; and

   * Rather than on the Effective date of the Plan, the payment
     of the transaction fee would take place on the earlier of:

      -- the completion of the closing of the sale of
         CrossCountry Energy; or

      -- December 31, 2004.

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


EQUIFIN INC: Posts $889,000 Net Loss in Third Quarter
-----------------------------------------------------
EquiFin, Inc. (OTC BB:EQUI) reported third quarter and nine month
results for the period ended September 30, 2004.  As a result of
the Company's 81% owned subsidiary's, Equinox Business Credit,
receipt of a notice of non-renewal of its operating credit
facility, which is due for payment in December 2004, and Equinox'
inability to secure a replacement credit facility, the Company
has, at September 30, 2004, reported its asset-based lending
activities, which have been carried out through Equinox, to be
discontinued and is actively negotiating a disposal to satisfy its
lender.

After adjusting for these discontinued operations, revenues for
the third quarter of 2004 were reduced to $160,000, compared with
$129,000 for the same period in 2003.  The revenues represent the
ongoing activities of the Company as carried out through its
business factoring group which operations are not of the size and
scale of the discontinued asset-based lending activities.  The
Company had a 2004 third quarter loss of $321,000 from continuing
operations, versus a loss of $353,000 for the same quarter ended
September 30, 2003.  The loss from continuing operations for both
the 2004 and 2003 third quarters was $.05 per share.  The loss
from discontinued operations was $568,000 for the three months
ended September 30, 2004, or $.07 per share, compared to a loss of
$6,000 from discontinued operations for the same period in 2003.
The 2004 period includes a loss from disposal of $497,000. The net
loss for the three months ended September 30, 2004 was $889,000,
or $.12 per share compared to a loss of $359,000, or $.05 per
share for the same period in 2003.

Revenues for the nine months ended September 30, 2004, were
$548,000, compared with $485,000 for the similar period in 2003,
which, again reflect the reduced ongoing operations as carried out
through the Company's factoring division as a result of the
discontinued asset-based lending activities. The loss from
continuing operations for the 9-month period was $1,160,000,
versus a loss from continuing operations of $977,000 during the
same period in 2003. Nine-month results from continuing operations
showed a loss of $.16 per share at September 30, 2004, compared
with a loss of $.13 per share for the same period in 2003. The
Company's loss from discontinued operations was $602,000 for the
nine months ended September 30, 2004, or $.07 per share, compared
to a loss of $147,000 from discontinued operations for the same
period the prior year, which resulted in a $.02 per share loss.
The 2004 period includes a loss from disposal of $497,000. The net
loss for the nine months at September 30, 2004 was $1,762,000,
$.23 per share, compared to a loss of $1,124,000, or $.15 per
share, for the same period in 2003.

"The requirement to repay Equinox' senior credit facility has
caused the results from our asset-based lending activities to be
categorized as discontinued as of the third quarter which closed
at September 30, 2004" said Walter Craig, EquiFin's President. "We
are taking steps to be in a position to timely repay this
obligation during the month of December and recognize that in
doing so, what had been EquiFin's principal business focus, will
be discontinued. Following the completion of this activity, the
Company will be in a position to dramatically cut expenses to
reflect its reduced operations and management will attempt to
develop its remaining finance business as carried out through its
factoring division, or locate an ongoing business that could be
merged into EquiFin."

                        About the Company

EquiFin, Inc., (AMEX:II AND II,WS) is a commercial finance company
providing a range of capital solutions to small and mid-size
business enterprises.

                       Going Concern Doubt

In its Form 10-KSB for fiscal year ended December 31, 2003 filed
with the Securities and Exchange Commission, Equifin, Inc.'s
independent public accountants raise substantial doubt about the
Company's ability to continue as a going concern.


FEDERAL-MOGUL: Court Approves DII/Cooper Partitioning Agreement
---------------------------------------------------------------
Before Federal-Mogul Corporation and its debtor-affiliates filed
for chapter 11 protection, several insurance companies issued
general liability insurance policies to Studebaker-Worthington,
Inc., and McGraw-Edison Company, former corporate affiliates of
Federal-Mogul Products, Inc.  Dresser Industries, Inc., now known
as DII Industries, LLC, FM Products and Cooper Industries, Inc.,
assert that they are entitled to insurance coverage under the
Policies in connection with asbestos-related and other claims.

A complete list of the Policies is available for free at:

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

Cooper's assertions for coverage entitlement arise out of the fact
that it is a former corporate affiliate of McGraw-Edison.  DII
Industries asserts coverage entitlement in view of its acquisition
of certain assets of McGraw-Edison.

DII Industries sought Chapter 11 protection in December 2003
before the U.S. Bankruptcy Court for the Western District of
Pennsylvania.  Judge Judith Fitzgerald presides over the case.

James E. O'Neill, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub, in Wilmington, Delaware, relates that the Debtors'
ability to settle coverage disputes in connection with the
Policies has been impeded by the existence of competing claims to
coverage and the resulting inability of the Participating Carriers
to assess their exposure to FM Products, Cooper, DII Industries
and other parties that may assert rights to or interests in the
Policies, including Cooper Clarke, Inc., Clarke Floor Equipment
Company, McGraw-Edison International, Inc., Onan Corporation,
Cooper Service, Inc., Cooper Controls, Inc., and Battery, Inc.

As a result, the Debtors, DII Industries, Cooper and the
Participating Carriers pursued a negotiated partitioning of the
Policies.  The Agreement will effectuate a settlement regarding
the partitioning of the limits of liability, self-insured
retentions, deductibles, any other self-insurance features, and
the erosions of limits of liability, SIRS, deductibles or any
other self-insurance features of the Policies among DII
Industries, FM Products and Cooper, as well as other entities that
claim or may claim to be insured or have rights or benefits under
the Policies.

Under the Partitioning Agreement, the policy limits available to
the Debtors will be fixed as between the FM Products and DII
Industries, and partially fixed as between FM Products and Cooper.
Hence, the Partitioning Agreement will increase the ability of the
Participating Carriers to settle their coverage disputes with the
Debtors.  The Partitioning Agreement also includes an agreement by
the Participating Carriers to waive any rights to argue certain
defenses relating to the appropriate exhaustion of the underlying
limits of liability.

At the Debtors' behest, Judge Lyons approves the Partitioning
Agreement.

The material terms of the Partitioning Agreement are:

A. 50/50 Vertical Partitioning of the Limits of Liability of the
   Policies

   The unexhausted aggregate limits for each Policy for all
   coverages will be partitioned so that DII Industries will
   have exclusive access to 50% of the unexhausted aggregate
   limits for each Policy.  FM Products, along with all Persons
   that FM Products has the legal right to bind, and Cooper,
   along with all Persons that Cooper has the legal right to
   bind, will share and have access to the other 50% of the
   unexhausted aggregate limits for each Policy to which DII
   Industries does not have the exclusive right.

B. Other Limits of Liability

   All other limits of liability, if any, under the Policies will
   be reduced by 50%.

C. Self-Insured Retentions

   All SIRS, all deductibles and all other self-insurance
   features in the Policies will be reduced by 50%.

D. Erosion

   Fifty percent of all prior erosion of any aggregate limit
   under any Policy issued by a Participating Carrier will be
   deducted from that portion of the aggregate limit partitioned
   to DII Industries.  The other 50% will be deducted from that
   portion of the aggregate limit partitioned to FM Products and
   to Cooper.  From the date of the Partitioning Agreement
   forward, any SIR, deductible or other self-insurance feature
   that has an applicable aggregate limit can be eroded or
   exhausted by any Persons, except DII Industries, that are
   insured or otherwise entitled to rights or benefits under the
   Policies.

E. Other Reductions in Limits of Liability

   All aggregate limits of liability in each Policy issued by a
   Participating Carrier or a Non-Participating Carrier will be
   deemed to be reduced by 50%, as to DII Industries, on the one
   hand, and as to FM Products, Cooper and any other Person bound
   by a Consent Agreement or the Partitioning Provisions, on the
   other hand.  In addition, all other limits of liability issued
   by a Non-Participating Carrier will be deemed to be reduced by
   50%.

F. Preservation of Insurance Coverage Issues and Disputes

   Other than as set forth, all coverage issues and disputes,
   including factual disputes, between or among the Non-Carrier
   Parties, the Participating Carriers, the Non-Participating
   Carriers and any other Person that claims or may claim to be
   insured or to be otherwise entitled to rights and benefits
   under the Policies are preserved.  The Parties' positions with
   respect to the issues will not be prejudiced.

G. Cooperation Between and Among the Non-Carrier Parties

   DII Industries and FM Products will cooperate with each other
   to access insurance coverage under any Policy issued or
   subscribed by any Insolvent London-based Carriers.

   The Insolvent London-based Carriers are:

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

H. Recoveries from Insolvent London-Based Carriers

   All recoveries against Insolvent London-based Carriers,
   regardless as to whether DII Industries' claims or FM
   Products' claims predominate, will be allocated 50% to DII
   Industries and 50% to FM Products.  However, if FM Products'
   recovers amounts from the Insolvent London-based Carriers on
   or before January 1, 2006, that do not equal to at least
   $4,500,000, DII Industries will pay FM Products on or before
   January 6 the difference between the Insolvent London
   Recoveries and $4,500,000.  DII Industries will then be
   entitled to all recoveries received by FM Products from the
   Insolvent London-based Carriers from and after January 1 until
   the time as DII Industries is fully reimbursed for the
   payment.  After DII Industries is fully reimbursed, all
   subsequent recoveries from the Insolvent London-based Carriers
   will be split equally between DII Industries and FM Products.

I. Limits of Liability for Non-London-Based Insolvent Insurers

   With respect to Non-Carrier Parties and any other Person
   subject to the Partitioning Provisions that asserts or may
   assert to be insured or otherwise entitled to rights or
   benefits under the Policies, the limits of liability in any
   Policy issued by or subscribed by a non-London-based insolvent
   insurer will be allocated and apportioned as if the Policy had
   been issued by a Participating Carrier.  To the extent that
   the Insolvent Non-London-Based Insurers do not consent to the
   allocation and apportionment, the Non-Carrier Parties will
   cooperate in accessing the products/completed operations
   limits of liability associated with the Policies issued by or
   subscribed to by the Insolvent Non-London-Based Insurers.  Any
   recoveries from the Insolvent Non-London-Based Insurers will
   be split 50% to DII Industries and 50% to FM Products and
   Cooper, with any division or sharing of that 50% to be
   determined by FM Products and Cooper.  To the extent that a
   Non-Carrier Party receives more in proceeds or payment from an
   Insolvent Non-London Based Insurer than is appropriate under
   the Partitioning Agreement, the Non-Carrier Party will, within
   45 days, pay the excess amounts to the other Non-Carrier Party
   in accordance with the Partitioning Agreement.

J. Limits of Liability for all Solvent Non-Participating
   Carriers

   With respect to Non-Carrier Parties and any other Person
   subject to Partitioning Provisions or a Consent Agreement that
   asserts or may assert to be insured or otherwise entitled to
   rights or benefits under the Policies, the limits of liability
   for all solvent Non-Participating Carriers will be split in
   accordance with the Partitioning Agreement.  The Non-Carrier
   Parties will cooperate in accessing the limits of liability
   applicable to any Policy issued by any solvent Non-
   Participating Carrier.  Any recoveries from the solvent Non-
   Participating Carriers will be allocated in accordance with
   the Partitioning Agreement.

K. Waiver of Rights

   DII Industries waives any and all rights, and will have no
   Rights, to any of the limits of liability of the Policies not
   partitioned to DII Industries.  FM Products and Cooper waive
   all rights, and will have no rights, to:

      (i) 50% of the aggregate limits of liability of the
          Policies allocated to DII Industries; and

     (ii) more than 50% of any other limit of liability of any
          Policy.

   Taking into account pre-existing erosion that is to be
   allocated, the Participating Carriers waive any rights to
   argue, and have no rights to argue, that exhaustion of more
   than 50% of any applicable underlying limits of liability and
   50% of any applicable self-insurance features is necessary to
   demonstrate the appropriate exhaustion of the underlying
   limits of liability, as to DII Industries, on one hand, or as
   to FM Products, Cooper and any other Person bound by a Consent
   Agreement or the Partitioning Provisions, on the other hand.

L. Exceptions for Underwriters at Lloyd's, London Policies

   The unexhausted products limits of liability of the
   Underwriters at Lloyd's, London participation in Policy Nos.
   564/UC0017 (01/01/71-11/15/73) and 564/UC0018 (01/01/71-
   11/15/73) are allocated entirely to DII Industries.  To the
   extent that Underwriters at Lloyd's, London pay to DII
   Industries the full amount of the Underwriters' Limits in
   accordance with the January 24, 2004 Partitioning Agreement
   and Mutual Release by and between Halliburton Company, DII
   Industries, and certain Underwriters at Lloyd's, London, the
   Underwriters' Limits will be deemed to be exhausted for all
   purposes.

M. Settlement with North Star Reinsurance Corporation

   DII Industries, FM Products and Cooper agree to enter into a
   settlement with North Star Reinsurance Corporation in relation
   to Insurance Policy No. NSX 8963 issued to Studebaker.  The
   North Star settlement will call for the payment of the
   remaining unexhausted limits of liability of the insurance
   policy.  DII Industries will receive 50% of the proceeds from
   the settlement.  FM Products and Cooper will equally split the
   remaining 50% of the proceeds in whatever manner FM Products
   and Cooper will agree.

N. Payments to Cooper

   In consideration of the agreements made by Cooper in the
   Partitioning Agreement, DII Industries will pay Cooper
   $46,000,000, which will be paid in three installments:

      (i) $16,000,000 on the Funding Date;

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

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

   DII Industries will obtain from Halliburton a guaranty in
   favor of Cooper of the payments.

O. Cooper/FM Products Allocation

   For the first five years from the effective date of the
   Partitioning Agreement, Cooper and FM Products will share
   equally in the remaining products liability/completed
   operations limits of the Policies -- except for the CAN
   Policies and those policies issued by insolvent insurers 50%
   to FM Products and 50% to Cooper -- in the aggregate but not
   on a policy-by-policy basis.  Every five years thereafter, the
   sharing formula between Cooper and FM Products will be subject
   to revision pursuant to the terms of the Partitioning
   Agreement.

P. DII Industries Bankruptcy Court Approval

   DII Industries will seek approval of the Partitioning
   Agreement from the Pennsylvania Bankruptcy Court.


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


FOOTMAXX HOLDINGS: Sept. 30 Balance Sheet Upside-Down by $13.9-Mil
------------------------------------------------------------------
Footmaxx Holdings Inc., (TSX VENTURE:FMX), a Canadian owned
company and one of North America's leading suppliers of corrective
foot orthotics and diagnostic systems reported that the Company
continues towards a positive trend over the prior year.

During the third quarter of 2004, the Company grew revenues
through introduction of new products which significantly offset
the effects of a strengthening Canadian dollar.  As a result,
final revenues were $3,414,639 or 1.3% below prior year third
quarter revenues of $3,460,648.  An increase of 1.7% would have
been realized had it not been for the severe and precipitous drop
in value of the U.S. dollar.  The Company continued to benefit
from successfully implemented cost reduction programs.  As a
result Net Loss for the third quarter of $165,725 was comparable
to the Net Loss of $166,532 for the third quarter of 2003.  EBITDA
(as defined in the MD&A) for the third quarter improved by
$26,835,from $373,821 in Q3 2003 to $400,656 in Q3 2004.

Year to date revenues decreased from $10,994,287 in 2003 to
$10,022,001 in 2004 for the first nine months of the year.
Revenues were impacted by softer demand for orthotics, most of
which occurred in the first six months of the year, and the
negative impact of unfavorable foreign exchange. However due to
cost reduction programs, EBITDA improved from $1,043,517 for the
first three quarters of 2003 to $1,408,194 for the first three
quarters of 2004. Net Loss for the first three quarters of 2004
improved by $360,838 from a Net Loss of $633,156 in 2003 to a net
loss of $272,318 in 2004. Cost reduction programs for fixed
expenses and growth of new products have resulted in improved
profitability in 2004.

At Sept. 30, 2004, Footmaxx Holdings' balance sheet showed a
$13,949,780 stockholders' deficit, compared to a $13,677,462
deficit at Dec. 31, 2003.


HEILIG-MEYERS: Wants Solicitation Period Extended to March 15
-------------------------------------------------------------
Heilig-Meyers Company and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Virginia to extend
the period within which they have the exclusive right to solicit
acceptance of their chapter 11 Plan to March 15, 2005.

                            The Plan

On September 16, 2004, the Debtors and their Official Committee of
Unsecured Creditor filed their Plan and Disclosure Statement.  The
Plan contemplates that only one of the Debtors, RoomStore, will
emerge as a reorganized business enterprise after consummation of
the Plan.  The Plan also provides that any assets necessary to the
operation of the RoomStore business will be transferred to
"Reorganized RoomStore," and the remaining assets and liabilities
of the other Debtors will be substantively consolidated.

The Plan also creates a trust to hold the remaining assets pending
their conversion into cash and distribution to creditors.

On the "Effective Date" of the Plan, each of the Debtors, other
than RoomStore, will be dissolved, all of the Debtors' shares of
capital stock will be cancelled, released and extinguished, and
the common stock holders in Heilig-Meyers will not receive any
Distributions under the Plan.

Reorganized RoomStore will issue new shares of "New RoomStore
Common Stock" to the Liquidation Trust, which will be held for the
benefit of holders of the allowed unsecured claims.  The
Liquidation Trustee will have the right to vote the stock in the
Reorganized RoomStore until it is distributed to creditors in
accordance with the Plan.

The Disclosure Statement attempts to provide adequate information
to creditors and other parties concerning the Plan, and to
otherwise comply with Section 1125 of the Bankruptcy.  A hearing
date to consider approval of that Disclosure Statement has been
set for November 23, 2004.  The deadline for objecting to the
Disclosure Statement was October 20, 2004.

The Debtors received numerous responses on the adequacy of the
Disclosure Statement including objections from:

   (1) a landlord,
   (2) the Internal Revenue Service, and
   (3) Wachovia Bank as agent for the prepetition lenders.

In connection with its objection, Wachovia has requested certain
discovery from the Debtors.  The Debtors contest the right of
Wachovia to seek any discovery, primarily because it is targeted
at issues that they are legally precluded from raising.

According to Katherine Macaulay Mueller, Esq., at LeClair Ryan,
P.C., in Richmond, Virginia, the Debtors need to respond to the
inquiries and fashion a Disclosure Statement that responds to the
information requests of the creditor body.  That fact alone
suggests that a solicitation period longer than sixty days is more
often the rule, not the exception, in a large and complex case.
Thus, it is rarely the case that a sixty-day solicitation period
is appropriate.

Ms. Mueller further contends that the Debtors' cases include
intensive litigation tactics by the bank group.  At the present
time, the Debtors are trying to respond to or prevent extensive
and unnecessary discovery and litigation over the approval of the
Disclosure Statement.

Heilig-Meyers Company filed for chapter 11 protection on
Aug. 16, 2000 (Bankr. E.D. Va. Case No. 00-34533), reporting
$1.3 billion in assets and $839 million in liabilities.  When the
Company filed for bankruptcy protection it operated hundreds of
retail stores in more than half of the 50 states.  In April 2001,
the company shut down its Heilig-Meyers business format.  In
June 2001, the Debtors sold its Homemakers chain to Rhodes, Inc.
GOB sales have been concluded and the Debtors are liquidating
their remaining Heilig-Meyers assets.  The Debtors are working to
effect a restructuring of their RoomStore business operations with
the expectation of bringing that business out of bankruptcy as a
reorganized company.  Bruce H. Matson, Esq., Troy Savenko, Esq.,
and Katherine Macaulay Mueller, Esq., at LeClair Ryan, P.C., in
Richmond, Va., represent the Debtors.


INTEGRATED HEALTH: Wants Court to Overrule Mr. Elkins' Objection
----------------------------------------------------------------
To recall, IHS Liquidating, LLC, sought the United States
Bankruptcy Court for the District of Delaware's permission to
make interim distributions to the holders of allowed claims in
Classes 4 and 6 under the Plan.

IHS Liquidating has about $58,000,000 in funds in its bank
accounts, of which $35,000,000 is being held in reserve on account
of Excluded Administrative Expense Claims, Priority Tax Claims,
Other Priority Claims, Other Secured Claims and the expense
reserve for the estimated costs of administering the Integrated
Health Services, Inc. and its debtor-affiliates' Chapter 11 cases
to conclusion. IHS Liquidating also anticipates at least
$25,000,000 in additional distributable value through the
disposition and monetization of certain other limited assets.

                     IHS Liquidating Responds

The only party who objected to the proposed $20,000,000
distribution to unsecured creditors in Classes 4 and 6 is Robert
N. Elkins, former President and CEO of IHS.  Mr. Elkins has filed
an unquantified, contingent administrative expense claim for
indemnification.  Mr. Elkins asserts that distributing
$20,000,000 to unsecured creditors before the claims of the
Former Officers and Abe Briarwood Corp. are adjudicated would
expose him to the possibility that IHS Liquidating would be unable
to satisfy his unquantified, contingent and unmatured
Administrative Expense Claim.

"[Mr.] Elkins does not have a valid Administrative Expense Claim,
and therefore, he is not at risk of being hammered by any
distribution to Classes 4 and 6," Robert S. Brady, Esq., at Young
Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, points
out.  "Moreover, even if the Court is persuaded the Mr. Elkins
could someday have a claim, the Court should not allow that
possibility to delay the proposed distribution."

Mr. Brady tells the Court that the unsecured creditors of the IHS
Debtors' estates should not have to suffer further delay in
receiving an initial distribution solely because Mr. Elkins
believes the distribution "may interfere with or compromise" IHS
Liquidating's ability to perform under the Elkins Agreement.  In
fact, C. Taylor Pickett, Daniel Booth and Briarwood, do not oppose
the IHS Debtors' request and are willing to bear the risk that, if
their claims were allowed in full, IHS Liquidating would most
likely be unable to satisfy them in full.  This fact should give
Mr. Elkins comfort that these claimants do not expect their claims
to ever be allowed in full.

The IHS Debtors and IHS Liquidating have honored their obligations
to advance Mr. Elkins defense costs in the pending Compensation
Action commenced by the Official Committee of Unsecured Creditors
before the Delaware Chancery Court, and have either satisfied the
self-insured retention obligation under the D&O Policy or are
within a few thousand dollars of satisfying that obligation in
full.  Once the retention obligation has been satisfied, Mr.
Elkins' defense costs will either be paid by IHS Liquidating or
directly from the Insurer.

Pursuant to the Elkins Agreement, if a final judgment is entered
which finds that the claim against Mr. Elkins in the Compensation
Action are not covered by the D&O Policy, Mr. Elkins will owe IHS
Liquidating a refund for any defense costs advanced to him.
Thus, Mr. Brady notes, it is difficult to imagine how Mr. Elkins
could ever have a valid Administrative Expense Claim, let alone a
claim large enough to justify holding up a $20,000,000
distribution.  Even if there is a colorable basis under the
Elkins Agreement for Mr. Elkins to assert an Administrative
Expense Claim, his claim will be subject to disallowance pursuant
to Section 502(e) of the Bankruptcy Code, as it:

   * is contingent;

   * constitutes a claim for reimbursement; and

   * constitutes a claim for which the IHS Debtors would be
     vicariously liable.

Any indemnity claim that Mr. Elkins might have must, therefore, be
disallowed.

Accordingly, IHS Liquidating asks the Court to overrule Mr.
Elkins' objection.

IHS Liquidating asks Judge Walrath to find that:

   -- its other assets constitute a sufficient "cushion" against
      the prospect of administrative insolvency; and

   -- weighing Mr. Elkins' highly speculative concerns against
      the unfairness of further delaying distributions to Classes
      4 and 6, the distribution is reasonable and appropriate.

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


INTERSTATE BAKERIES: Has Until March 2006 to Make Lease Decisions
-----------------------------------------------------------------
Judge Venters extends the date by which Interstate Bakeries
Corporation and its debtor-affiliates must assume or reject their
real property lease with G.C. Acquisitions Corp., related to the
premises at Woodman Road and Patterson Road, in Dayton, Ohio,
through and including the earlier of the effective date of a plan
of reorganization or May 21, 2005.

The Debtors must assume or reject the remaining Real Property
Leases through and including the earlier of the effective date of
a plan of reorganization or March 21, 2006.

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

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


INTERSTATE BAKERIES: Gets Court Nod to Comply with Labor Pacts
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
gave Interstate Bakeries Corporation and its debtor-affiliates
authority to:

   (1) comply with existing grievance procedures under their
       collective bargaining agreements with unions;

   (2) engage in arbitration;

   (3) pay the fees and costs of the arbitrators;

   (4) liquidate union grievances;

   (5) extend certain expired or expiring Collective Bargaining
       Agreements; and

   (6) implement existing agreements and enter into and implement
       ongoing agreements with the unions in connection with the
       Collective Bargaining Agreements.

The Debtors are parties to about 500 Collective Bargaining
Agreements with various unions, including the International
Brotherhood of Teamsters and the Bakery Confectionery Tobacco
Workers & Grain Millers International Union. The Unions
represent nearly 81% of the Debtors' workforce.

Under the Collective Bargaining Agreements, a significant
percentage of the Debtors' employees and former employees were
subject to, and entitled to various benefits. The Debtors
believe that their relationships with the Unions and the Union
Employees will have a significant effect on the Debtors' ongoing
operations and their ability to reorganize.

The Debtors anticipate that they will discuss key reorganization
issues with the Unions on a regular basis. Ultimately, these
discussions must address the treatment of the Collective
Bargaining Agreements in connection with the Debtors'
reorganization.

Under these circumstances, the Debtors find it important to
obtain temporary authority to continue their existing
relationships with their Unions and Union Employees during the
course of their bankruptcy cases, while the Debtors address Union
issues on a global basis. Taking precipitous actions to alter
existing relationships and agreements with the Unions at this
time would only serve to undermine the Debtors' ability to
maintain smooth business operations, preserve a "business as
usual" atmosphere and, ultimately, engage in constructive
discussions with the Unions regarding the important restructuring
issues raised by the Debtors' bankruptcy cases and the Collective
Bargaining Agreements.

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

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


JAM CRUISES INC: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Jam Cruises, Inc.
        11601 Biscayne Boulevard, Suite 306
        North Miami, Florida 33706

Bankruptcy Case No.: 04-22912

Chapter 11 Petition Date: November 26, 2004

Court: Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtor's Counsel: Harley E. Riedel, II, Esq.
                  Stichter, Riedel, Blain & Prosser
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: 813-229-0144

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.


JEAN COUTU: Files Registration Statement for Sr. Notes with SEC
---------------------------------------------------------------
The Jean Coutu Group Inc. has filed a registration statement under
the United States Securities Act of 1933 with the United States
Securities and Exchange Commission.  The registration statement
covers:

   -- the US$350,000,000 principal amount 7-5/8% Senior Notes due
      2012; and

   -- the US$850,000,000 principal amount 8-1/2% Senior
      Subordinated Notes due 2014

to be exchanged for a like amount of the Company's outstanding
7-5/8% Senior Notes due 2012 and the 8-1/2% Senior Subordinated
Notes due 2014 issued in July 2004.

The registration of the exchange notes in the United States
follows an undertaking of the Company to the initial purchasers of
the currently outstanding notes to file a registration statement
with respect to the exchange notes, and to undertake to complete
an exchange offer for the outstanding notes.  The exchange notes
will evidence the same debt as the applicable outstanding notes
and will be governed by the same applicable indenture.

This registration statement has been filed with the SEC, but has
not yet become effective.  The exchange notes may not be sold nor
may offers to buy be accepted prior to the time the registration
statement becomes effective.

                    About The Jean Coutu Group

The Jean Coutu Group Inc. -- http://www.jeancoutu.com/-- is the
fourth largest drugstore chain in North America and the second
largest in both the eastern United States and Canada. The Company
and its combined network of 2,209 corporate and affiliated
drugstores (under the banners of Eckerd, Brooks, PJC Jean Coutu,
PJC Clinique and PJC Sante Beaute) employ more than 59,600 people.

The Jean Coutu Group's United States operations employ over 45,600
persons and comprise 1,888 corporate owned Eckerd and Brooks
drugstores located in 18 states of the Northeastern, mid-Atlantic
and Southeastern United States. The Jean Coutu Group's Canadian
operations and the drugstores affiliated to its network employ
over 14,000 people and comprise 321 PJC Jean Coutu franchised
stores in Quebec, New Brunswick and Ontario.

                          *     *     *

As reported in the Troubled Company Reporter on July 21, 2004,
Standard & Poor's Ratings Services rated Jean Coutu Group Inc.'s
US$250 million senior unsecured notes 'B'. The new notes will
replace a like amount of the company's initially proposed
US$1.2 billion senior subordinated notes, to be reduced to
US$950 million. The 'BB' bank loan ratings and the '1' recovery
rating indicate that lenders can expect full recovery of principal
in the event of a default. The outlook is negative.


LES LLC: Wants to Hire Madoff & Khoury as Bankruptcy Counsel
------------------------------------------------------------
LES LLC asks the U.S. Bankruptcy Court for the District of
Massachusetts for permission to employ Madoff & Khoury LLP, as its
general bankruptcy counsel.

Madoff & Khoury is expected to:

   a) give the Debtor legal advise with respect to its duties and
      powers as a debtor in possession;

   b) represent the Debtor in all legal aspects of its
      reorganization efforts and other related matters; and

   c) perform all other legal services necessary as required by
      the Debtor in its reorganization process.

David B. Madoff, Esq., and Michael A. Khoury, Esq., Members of
Madoff & Khoury, are the lead attorneys for LES LLC's
restructuring. The Firm had not yet submitted its hourly rate of
professional fees for counsels at the time the Debtor filed its
motion for authority to employ the Firm.

Mr. Madoff reports to the Court that Madoff & Khoury received a
$6,886.22 prepetition retainer, and upon approval by the Court,
the Firm would receive a postpetition retainer of $21,000 from the
Debtor.

Madoff & Khoury assures the Court that it does not represent any
interest adverse to the Debtor or its estate.

Headquartered in Gloucester, Massachusetts, LES LLC, filed for
chapter 11 protection on November 12, 2004 (Bankr. D. Mass. Case
No. 04-19188). When the Debtor filed for protection from its
creditors, listed estimated assets of $1 million to $10 million
and estimated debts of $10 million to $50 million.


LES LLC: Section 341(a) Meeting Slated for December 15
------------------------------------------------------
The United States Trustee for Region 1 will convene a meeting of
LES LLC's creditors at 1:00 p.m., on December 15, 2004, at the
Office of the U.S. Trustee, 10 Causeway Street, Boston,
Massachusetts 02222. This is the first of creditors required under
11 U.S.C. Sec 341(a) in all bankruptcy cases.

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

Headquartered in Gloucester, Massachusetts, LES LLC filed for
chapter 11 protection on November 12, 2004 (Bankr. D. Mass. Case
No. 04-19188). David B. Madoff, Esq., and Michael A. Khoury, Esq.,
at Madoff & Khoury LLP, represent the Company in its
restructuring. When the Debtor filed for protection from its
creditors, listed estimated assets of $1 million to $10 million
and estimated debts of $10 million to $50 million.


LIONEL: Needs Access to Short-Term DIP Financing
------------------------------------------------
(marj)

Lionel LLC and its debtor-affiliates seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to enter
into a short-term postpetition financing arrangement with some of
their prepetition senior lenders.

These lenders are PNC Bank, National Association, and GE Business
Capital Corporation.

Prepetition Debt

In March 2003, the Lenders provided Lionel a prepetition revolving
credit line of up to $25.8 million and term loan borrowings in the
amount of $9.2 million.  These obligations are secured by first
priority liens in substantially all of the Debtors' assets
including property, inventory, goodwill and accounts receivables.

Lionel also issued:

    -- Senior Second Lien Notes due 2008 in the principal amount
       of $7 million and

    -- Senior Subordinated Notes due 2008 amounting to $5 million

to 1888 Fund Ltd., Fortwith CDO Ltd., Adams Street CDO 1998-1,
Ltd. and Stellar Funding, Ltd. with Guggenheim Investment
Management, LLC, acting as the Note Agent.

Need for Postpetition Financing

Under the Financing Arrangement, the Senior Lenders will provide
the Debtors with an additional $1 million in borrowing
availability under the revolving credit line while the Debtors
continue to negotiate with potential providers of long-term DIP
financing.

The Court's approval of the Financing Arrangement will provide the
Debtors with funds to pay their current and ongoing operating
expenses, wages and salaries, utilities and the procurement of
inventory from manufacturers.  Unless these expenditures are made,
the Debtors will be forced to cease operations and their going
concern value will be destroyed.

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


LIONEL: Wants to Employ Kurtzman Carson as Noticing Agent
---------------------------------------------------------
Lionel LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of New York for authority to retain
Kurtzman Carson Consultants LLC as their noticing and claims
agent.

Kurtzman Carson will:

     a) prepare and serve required notices in these chapter 11
        cases, which may include:

           i) notice of the commencement of these chapter 11
              cases and the initial meeting of creditors
              pursuant to section 341(a) of the Bankruptcy Code;

          ii) notice of the deadline to file proofs of claims or
              interests;

         iii) notice of objections to claims;

          iv) notice of any hearings on a disclosure statement
              and confirmation of a plan of reorganizations; and

           v) other miscellaneous notices to any entities, as
              the Debtors or the Court may deem necessary or
              appropriate for an orderly administration of these
              cases;

     b) prepare for filing with the Clerk's Office a certificate
        or affidavit of service that includes a copy of the
        notice involved, an alphabetical list of persons to whom
        the notice was mailed and the date and manner of
        mailing;

     c) receive and record proofs of claim and proofs of
        interest filed;

     d) create and maintain official claims registers;

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

     f) transmit to the Clerk's Office a copy of the claims
        registers upon request and at agreed upon intervals;

     g) maintain an up-to-date mailing list for all entities
        that have filed a proof of claim or proof of interest,
        which list shall be available upon request or a party in
        interest of the Clerk's Office;

     h) provide access to the public for examination of copies
        of the proofs of claim or interest without charge during
        regular business hours;

     i) record all transfers of claims pursuant to
        Bankruptcy Rule 3001(e) and provide notice of such
        transfers as required to the extent that such
        transfers are properly filed and clearly identify
        the claim to be transferred;

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

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

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

     m) perform such other administrative and support services
        related to noticing, claims, docketing, solicitation and
        distribution as the Debtors or the Clerk's Office may
        request; and

     n) at the closing of the case, box and transport all
        original documents in proper format, as provided by the
        Clerk's Office, to the Federal Archives and Record
        Administration.

The Debtors paid Kurtzman Carson a $5,000 retainer.  The Firm's
professionals will charge the Debtors based on their current
hourly rates:

          Designation                    Rate

     Senior Bankruptcy Consultant     $225 - 295
     Bankruptcy Consultant             125 - 195
     Programming Consultant            125 - 195
     Case Manager                       75 - 115
     Clerical                           40 -  65

Eric S. Kurtzman, at Kurtzman Carson, assures the Court of his
Firm's "disinterestedness" as defined by Section 101(14) of the
Bankruptcy Code.

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


LORAL SPACE: Court to Review Disclosure Statement on Dec. 6
-----------------------------------------------------------
As reported in the Troubled Company Reporter on Oct. 25, 2004,
Loral Space & Communications Ltd. filed a revised plan of
reorganization and a Disclosure Statement explaining that revised
plan with the Bankruptcy Court.  The company expects to exit
chapter 11 under current management in the first-quarter of 2005.

The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York will hold a hearing in Room 610 on
December 6, 2004, at 10:00 a.m., to consider whether the Debtors'
disclosure statement contains "adequate information" before the
document is approved for distribution to Loral's impaired
creditors for a vote.

Responses and objections, if any, to the Debtor's request for
approval of the Disclosure Statement must:

   a) be in writing;

   b) state the name and address of the objecting party and the
      nature of the claim or interest of such party;

   c) state with particularly the basis and nature of any
      objection or proposed modification to the Disclosure
      Statement;

   d) be filed with the Court on or before Monday, Nov. 29, 2004
      at 4:00 p.m.; and

   e) copies must be served on:

      (1) Weil, Gotshal & Manges LLP
          767 Fifth Avenue
          New York, New York 10153
          Attn: Stephen Karotkin, Esq.
          Lori R. Fife, Esq.
          Shai Y. Waisman, Esq.

      (2) Office of the U.S. Trustee for the Southern New York
          33 Whitehall Street, 21st Floor
          New York, New York 10004
          Attn: Pamela Lustrin, Esq.

      (3) Shearman & Sterling
          599 Lexington Avenue
          New York, New York 10022
          Attn: James L. Garrity, Jr., Esq.

      (4) Davis Polk & Wardwell
          450 Lexington Avenue
          New York, New York 10017
          Attn: Marshall S. Huebner, Esq.
          John Fouhey, Esq.

      (5) Akin Gump Strauss Hauer & Feld LLP
          590 Madison Avenue
          New York, New York 10022
          Attn: David H. Botter, Esq.

The Disclosure Statement and Plan may be examined by interested
parties by accessing the Court's website at
http://www.nysb.uscourts.gov/or upon request to Bankruptcy
Services LLC at (646) 282-2500.

                        About the Company

Loral Space & Communications is a satellite communications
company.  It owns and operates a fleet of telecommunications
satellites used to broadcast video entertainment programming,
distribute broadband data, and provide access to Internet services
and other value-added communications services.  Loral also is a
world-class leader in the design and manufacture of satellites and
satellite systems for commercial and government applications
including direct-to-home television, broadband communications,
wireless telephony, weather monitoring and air traffic management.

The Company and various affiliates filed for chapter 11 protection
(Bankr. S.D.N.Y. Case No. 03-41710) on July 15, 2003.  Stephen
Karotkin, Esq., and Lori R. Fife, Esq., at Weil, Gotshal & Manges
LLP, represent the Debtors in their restructuring efforts.  When
the company filed for bankruptcy, it listed total assets of
$2,654,000,000 and total debts of $3,061,000,000.


M.A.T. MARINE: List of 20 Largest Unsecured Creditors
-----------------------------------------------------
M.A.T. Marine, Inc. released a list of its 20 Largest Unsecured
Creditors:

Entity                        Nature of Claim       Claim Amount
------                        ---------------       ------------
Gulf Insurance Company                                  $146,877
Packer and Movitz, P.C.
11 Beacon Street, Suite 615
Boston, MA 02108

Michael Hallam                                           $59,500
c/o M.A.T. Marine, Inc.
P.O. Box 974
Monument Beach, MA 02553

Global Remediation Services,                             $38,552
Inc.
1 Westinghouse Plaza
Boston, MA 02136

Sterling Equipment                                       $38,250

Kathleen Hallam                                          $32,000

Masters & Servant                                        $23,294

Internal Revenue Service                                 $16,000

C N Wood Co. Inc.                                        $12,500

Eckert Seaman Cherin &                                    $8,334
Mellott

Hodgson & Pratt                                           $7,248

Massachusetts Dept. of        Taxes                       $6,000
Revenue

Blue Cross Blue Shield                                    $5,189

Arthur Hallam                                             $4,712

Sea Fuels                                                 $4,164

Shawmut Equipment                                         $3,891

Hardwood Millis                                           $3,715

Marine Propeller                                          $3,000

Warrior Fuel                                              $2,908

Northeast Marine                                          $2,600

NStar                                                     $2,464

Headquartered in New Bedford, Massachusetts, M.A.T. Marine, Inc.
provides tugboat & towing services.  The Company filed for chapter
11 protection (Bankr. D. Mass. Case No. 04-19106) on November 9,
2004.  Victor Bass, Esq., at Burns & Levinson LLP, represents the
Company in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed assets of over $1,855,839
and debts of $1,077,544.


MAXIM CRANE: Creditors Must File Proofs of Claims by Dec. 13
------------------------------------------------------------
The United States Bankruptcy Court for the District of Western
Pennsylvania set Dec. 13, 2004, as the deadline for all creditors
owed money by, Maxim Crane Works affiliates:

     * ACR Management, L.L.C
     * Anthony Crane Rental Holdings, L.P.
     * ACR/Dunn Acquisition, Inc.
     * Anthony Crane Capital Corporation
     * Anthony Crane Holdings Capital Corporation
     * Anthony Crane International, L.P.
     * Anthony Crane Sales & Leasing, L.P.
     * Anthony International Equipment Services Corporation
     * Anthony Crane Sales & Leasing Corporation
     * Carlisle Equipment Group, L.P.
     * Carlisle GP, L.L.C.
     * Husky Crane, Inc.
     * Anthony Crane Rental, L.P. d/b/a Maxim Crane Works
     * Maxim Crane Works, L.L.C.
     * Sacramento Valley Crane Service, Inc.
     * The Crane & Rigging Company, LLC
     * Thompson & Rich Crane Service, Inc.

on account of claims arising prior to June 14, 2004, to file their
proofs of claim.

Creditors must file written proofs of claim on or before the
December 13 Claims Bar Date and those forms must be delivered to:

     If sent by mail:

           ACR Managemnet, L.L.C.
           c/o Bankruptcy Management Corporation
           PO Box 1055
           El Segundo, California 90245-1055

     If sent by messenger or overnight courier:

           ACR Managemnet, L.L.C.
           c/o Bankruptcy Management Corporation
           1330 East Franklin Avenue
           El Segundo, California 90245

Headquartered in Pittsburgh, Pennsylvania, ACR Management, L.L.C.,
and 16 debtor-affiliates (commonly known as Maxim Crane Works)
filed for chapter 11 protection on June 14, 2004 (Bankr. W.D. Pa.
Case No. 04-27848).  The Company is the largest provider of
comprehensive crane and lifting equipment rentals and services in
North America.  The Company has a network of 38 crane rental yards
(plus three satellite locations) that provide services to some
8,000 customers in 41 states and the U.S. Virgin Islands.  Anup
Sathy, Esq., David L. Eaton, Esq., James J. Antonopoulos, Esq.,
Roger J. Higgins, Esq., and Ross M. Kwasteniet, Esq., at Kirkland
& Ellis; Douglas Anthony Campbell, Esq., David Bruce Salzman,
Esq., Paul J. Cordaro, Esq., and Salene R. Mazur, Esq., at
Campbell & Levine, LLC; Joel D. Applebaum, Esq., and Robert S.
Hertzberg, Esq., at Pepper Hamilton LLP; and Richard F. Rinaldo,
Esq., at Meyer Unkovic & Scott, represent the Debtors in their
restructuring efforts.


MCCANN INC: Platzer Swergold Withdraws as Bankruptcy Counsel
------------------------------------------------------------
Platzer, Swergold, Karlin, Levine, Goldberg & Jaslow, LLP, asks
the U.S. Bankruptcy Court for the Southern District of New York
for permission to withdraw as counsel to McCann, Inc., in its
chapter 11 case.

Platzer Swergold explains that it is appropriate for the Firm to
withdraw as the Debtor's counsel at this point because the chapter
11 Trustee is now in full possession of the Debtor's assets,
business and records.

The Firm adds that McCann's former president Bruce Fahey has also
engaged its services and as such, the Firm will not be able to
satisfy the "disinterestedness" requirement necessary in
bankruptcy cases should it continue as the Debtor's counsel.

Headquartered in New York, New York, McCann, Inc., is a commercial
interior general contracting company. On April 15, 2004, a group
of creditors filed an involuntary Chapter 7 petition against
McCann, Inc. On June 23, 2004, the Debtor exercised its right
under Sec. 706(a) of the Bankruptcy Code to convert its bankruptcy
case to a Chapter 11 case, and an order for relief was entered on
June 25, 2004 (Bankr. S.D.N.Y. Case No. 04-12596 (SMB)). On July
22, 2004, the court appointed Lee E. Buchwald to serve as Chapter
11 Trustee.  Mr. Buchwald hired Scott S. Markowitz, Esq., at
Todtman, Nachamie, Spizz & Johns, P.C., as his counsel.


MERCER INTERNATIONAL: Will Acquire Celgar Pulp Mill for $210M
-------------------------------------------------------------
Mercer International Inc. (Nasdaq: MERCS, TSX: MRI.U) entered into
a definitive agreement to acquire the Celgar pulp mill.  The
Celgar mill is a modern producer of NBSK pulp with an annual
production capacity of approximately 430,000 tonnes located at
Castlegar, British Columbia, Canada.

The purchase price for the mill, excluding an amount for defined
working capital on closing, is $210 million, of which $170 million
is payable in cash and $40 million is payable in shares of Mercer.

On a combined basis, the acquisition will position Mercer as the
largest publicly traded market producer of NBSK pulp in the world
with an annual NBSK pulp production capacity of approximately
1.3 million tonnes.

Jimmy Lee, Mercer's President and Chief Executive Officer stated:
"This transaction clearly fits within our strategy of focusing on
world class production assets that produce high quality NBSK pulp.
Celgar is one of the few large, modern and efficient NBSK mills
that can match our existing operations in terms of capacity and
technical age and we are very pleased to be able to secure the
mill at well below the replacement cost of comparable facilities.

"The transaction will be a major expansion of our pulp business
where we feel we can generate strong value through active
management.  The Celgar mill's operations are highly complementary
to our existing European facilities and will permit us to
coordinate our pulp sales on a global basis to better serve our
larger customers."

He added: "The Celgar mill has been operating under receivership
for several years and we believe as the new owner there are a
number of areas where we can improve financial operating
performance and increase NBSK pulp production."

Mr. Lee concluded: "Our seasoned management team has successfully
completed significant expansions, construction and start-ups of
pulp mills and has successfully optimized their performance.  We
are confident that we can make this acquisition successful for all
of our stakeholders."

David Gandossi, Mercer's Chief Financial Officer, stated: "The
Celgar mill represents an outstanding opportunity for our
stakeholders, given that we expect the transaction to be accretive
to earnings and cash flow.  Furthermore, the acquisition will
diversify our cost base away from Euros and enhance our position
as a leading player in the NBSK pulp segment."

                    Terms of the Transaction

Under the terms of the agreement, Mercer will pay total
consideration of $210 million for the Celgar pulp mill, of which
$170 million is payable in cash and $40 million is payable in
shares of Mercer.

The price per Mercer share will be equal to the weighted average
trading price for Mercer shares for a 20 day period preceding
closing, subject to a maximum price of $9.50 and a minimum price
of $7.75 per share.

The shares of Mercer to be issued as partial payment of the
purchase price have not been registered under the United States
Securities Act of 1933 and may not be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements.  Additionally, Mercer will acquire
certain defined net working capital of the Celgar mill on closing.

The transaction, to be accounted for as an asset purchase, is
expected to close in early 2005.  The transaction requires certain
regulatory approvals including the expiration or earlier
termination of the applicable waiting periods under the
Competition Act (Canada) and the Hart-Scott-Rodino Antitrust
Improvements Act and a determination that the transaction is of
net benefit to Canada under the Investment Canada Act.

The acquisition is also subject to Mercer securing satisfactory
financing and closing occurring on or before February 28, 2005
with an extension available under certain circumstances.  Mercer
intends to raise the required capital for the transaction by way
of both equity and debt capital.  Additional information with
respect to the proposed financing for the transaction will be made
available in December.  Mercer also intends to establish a new
working capital revolving debt facility for the Celgar pulp mill.

The Celgar mill underwent a CDN$850 million rebuild and
modernization program in 1993.  As a result, the mill is a high
quality, continuous process NBSK pulp mill with a current annual
production capacity of approximately 430,000 tonnes with modern
power generation and environmental treatment facilities.

The mill has diverse fiber supply arrangements with numerous
regional sawmills as well as a dedicated workforce that benefits
from a five year collective bargaining agreement.  As a result of
cost overruns and indebtedness incurred in connection with the
modernization program, the Celgar mill's then shareholders
assigned it into bankruptcy in 1998.

Subsequently, the Celgar mill's two senior secured lenders
appointed a receiver for the mill's assets.  KPMG Inc. has
operated the Celgar mill as a receiver and trustee since 1998.

Mercer believes that the Celgar mill represents operations with
similar underlying profit potential and low maintenance capital
requirements as its Rosenthal mill and recently completed Stendal
mill in Germany.

                             Mercer

Mercer is a European pulp and paper manufacturing company.  Mercer
currently operates two modern NBSK pulp mills in Germany with an
aggregate annual production capacity of approximately 862,000
tonnes.  To obtain further information on the Company, please
visit its web site at http://www.mercerinternational.com/

At September 30, 2004, the company's balance sheet reports a
working capital deficit of about EUR122.5 million compared to
EUR58 million At September 30, 2003.


MILLERTON ABS: Moody's Rates $12.5 Million Preference Shares Ba3
----------------------------------------------------------------
Moody's Investors Service assigned ratings of:

   -- Aaa to the U.S.$210,000,000 Class A-1 Senior Secured
      Floating Rate Notes Due 2039,

   -- Aaa to the U.S.$36,000,000 Class A-2 Senior Secured Floating
      Rate Notes Due 2039,

   -- Aa2 to the U.S.$24,750,000 Class B Senior Secured Floating
      Rate Notes Due 2039,

   -- Baa2 to the U.S.$16,500,000 Class C Secured Floating Rate
      Deferrable Notes Due 2039, and

   -- Ba3 to the 12,500 Preference Shares (U.S.$12,500,000
      Aggregate Liquidation Preference).

The collateral of Millerton ABS CDO, Ltd. consists largely of
Investment-Grade Asset-Backed Securities.

According to Moody's, the ratings of the classes are based
primarily on the expected loss posed to noteholders relative to
the promise of receiving the present value of the payments.  The
ratings of the Preference Shares addresses the ultimate cash
receipt of all required principal payments by the Stated Maturity
Date.  Moody's also analyzed the risk of diminishment of cashflows
from the underlying portfolio of corporate debt due to defaults,
the characteristics of these assets and the safety of the
transaction's legal structure.

The Collateral Manager is Hyperion Capital Management, Inc.


NATIONAL CENTURY: Court Okays Amended Private Investment Bank Pact
------------------------------------------------------------------
As reported in the Troubled Company Reporter on Mar. 18, 2004,
National Century Financial Enterprises, Inc., and its debtor-
affiliates and subsidiaries sought and obtained the authority of
the U.S. Bankruptcy Court for the District of Ohio to enter into a
settlement agreement with Private Investment Bank Limited.

                 Parties Amend Settlement Agreement

At the request of the Debtors, the Unencumbered Assets Trust, the
VI/XII Collateral Trust, Judge Calhoun approved an amended
settlement agreement among the Debtors, the Trusts, Private
Investment Bank Limited, Med Diversified, Inc., and Tender Loving
Care Health Care Services, Inc., resolving the disputes among the
parties in the Med Diversified and TLC bankruptcy cases.

Sean P. Byrne, Esq., at Jones Day, in Chicago, Illinois, relates
that the revised terms of the Amended Settlement Agreement
include:

    (a) changes to the deadlines for confirming the MedD and TLC
        chapter 11 plans;

    (b) an agreement by the Trusts to pay $2,250,000 of their
        recovery from the TLC estate to a trust established for
        the benefit of the general unsecured creditors of the MedD
        estate; and

    (c) adding an addendum containing certain agreements among the
        Debtors, the Trusts, PIBL, MedD and TLC regarding:

           -- the timing of the transfer of the common stock of
              TLC from MedD to the Trusts,

           -- the payment by the Trust of $2,500,000 from the
              Trust's recoveries from TLC to PIBL, and

           -- the payment of MedD's and TLC's tax obligations.

The Trusts estimate that, under the Amended PIBL Settlement
Agreement, the aggregate recovery of the beneficiaries of the
Trusts will exceed $100 million.

The terms of the Amended PIBL Settlement Agreement were
incorporated into the Chapter 11 plans of MedD and certain of its
debtor-affiliates.  On September 10, 2004, the United States
Bankruptcy Court for the Eastern District of New York entered
orders confirming those chapter 11 plans.

The terms of the Amended PIBL Settlement Agreement also were
approved by the New York Court in the TLC chapter 11 cases on
September 10, 2004.  The Trusts support confirmation of the
proposed TLC plans.

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


NORTEL NETWORKS: Declares Preferred Share Dividends
---------------------------------------------------
The board of directors of Nortel Networks Limited declared a
dividend on each of the outstanding Cumulative Redeemable Class A
Preferred Shares Series 5 (TSX: NTL.PR.F) and the outstanding Non-
cumulative Redeemable Class A Preferred Shares Series 7 (TSX:
NTL.PR.G).

The dividend amount for each series is calculated in accordance
with the terms and conditions applicable to each respective
series, as set out in the Company's articles.  The annual dividend
rate for each series floats in relation to changes in the average
of the prime rate of Royal Bank of Canada and The Toronto-Dominion
Bank during the preceding month and is adjusted upwards or
downwards on a monthly basis by an adjustment factor which is
based on the weighted average daily trading price of each of the
series for the preceding month, respectively.  The maximum monthly
adjustment for changes in the weighted average daily trading price
of each of the series will be plus or minus 4.0% of Prime.  The
annual floating dividend rate applicable for a month will in no
event be less than 50% of Prime or greater than Prime.

The dividend on each series is payable on January 12, 2005 to
shareholders of record of such series at the close of business on
December 31, 2004.

                        About the Company

Nortel is a recognized leader in delivering communications
capabilities that enhance the human experience, ignite and power
global commerce, and secure and protect the world's most critical
information. Serving both service provider and enterprise
customers, Nortel delivers innovative technology solutions
encompassing end-to-end broadband, Voice over IP, multimedia
services and applications, and wireless broadband designed to help
people solve the world's greatest challenges. Nortel does business
in more than 150 countries. For more information, visit Nortel on
the Web at http://www.nortel.com/

                          *     *     *

As reported in the Troubled Company Reporter on June 25, 2004,
Standard & Poor's Ratings Services said that its long-term
corporate credit rating and other long-term ratings on Nortel
Networks Corp. and Nortel Networks Ltd. remain on CreditWatch with
developing implications, where they were placed Apr. 28, 2004.

As previously reported, Standard & Poor's lowered its 'B' long-
term corporate credit rating and other long-term ratings on Nortel
Networks Corp. and Nortel Networks Ltd. to 'B-'.


OWENS CORNING: Judge Fullam Says No to Medical Records Review
-------------------------------------------------------------
The Honorable John P. Fullam, Sr., won't delay the hearing
scheduled for January 13, 2005, to value Owens Corning's asbestos-
related liability to let Credit Suisse First Boston obtain a
sample of medical records, including x-rays, from asbestos
claimants asserting nonmalignant claims against the company.  For
several reasons, Judge Fullam says, CSFB's motion to obtain and
review those medical records will be denied.

"The record already contains evidence to support the notion that
Owens Corning's history of dealing with asbestos claims has
included payments to large numbers of claimants who actually
sustained little or no harm from their exposure to Owens Corning's
products," Judge Fullam observes.  "The relevant data have been
available for many years.  The conclusions drawn by experts have
long been debated, and will be fully aired at the January hearing.
In the unlikely event that the information now available proves
insufficient to enable a reasonably correct estimate of future
claims, that issue, too, will be considered at the hearing in
January."

Credit Suisse argues that many of the claims against Owens Corning
are bogus.  CSFB says claimants who aren't sick and will never
manifest any illness shouldn't receive a dime from Owens Corning's
estate.  The Official Committee of Asbestos Claimants and the
Legal Representative for Future Claimants appointed in Owens
Corning's chapter 11 proceedings say CSFB is confusing a claims
allowance and disallowance process with an estimation of total
asbestos-related liability.  Total liability is a function of the
number of people asserting claims and epidemiological trends, the
asbestos constituencies explain, not whether any particular
claimant is actually sick.

"It bears emphasis," Judge Fullam says, "that the task is to
determine what amount of money will be necessary, and sufficient,
to cover Owens Corning's liability to claimants in the real world
in which such claims will be resolved.  It will then be necessary
to structure a program of payments which, to the extent possible,
recognizes only legitimate claims, and accords the appropriate
priority to the claims of all creditors."

"The bottom line," Judge Fullam reasons, "is that no useful
purpose would be served by further delaying matters, and running
up additional legal bills, to prove what is already reasonably
well known."

A trial before District Judge Fullam is scheduled to commence on
January 13, 2005, in Philadelphia, to estimate Owens Corning's
asbestos-related liability on account of personal injury claims.

Owens Corning has struck a deal with many creditors that values
the liability at $16 billion for purposes of confirming a chapter
11 plan.  Dr. Mark A. Peterson, the Official Committee of Asbestos
Claimants' asbestos claims valuation expert is prepared to testify
that, as of October 5, 2000 (the date Owens Corning filed for
chapter 11 protection), the liability totaled more than $18
billion.  CSFB's expert, Dr. Frederick C. Dunbar, will testify
that the liability is no more than $5 billion.

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
Sept. 30, 2004, the Company's balance sheet shows $7.5 billion in
assets and a $4.2 billion stockholders' deficit.  The company
reported $132 million of net income in the nine-month period
ending Sept. 30, 2004.


PEGASUS SATELLITE: Kempner Balks at Exclusive Period Extension
--------------------------------------------------------------
As previously reported, Pegasus Satellite Communications, Inc. and
its debtor-affiliates ask the United States Bankruptcy Court for
the District of Maine to further extend their:

    (a) exclusive period to file a plan of reorganization
        through January 31, 2005; and

    (b) exclusive period to solicit acceptances that plan
        through March 31, 2005.

                      Davidson Kempner Responds

Davidson Kempner Partners owns about $170,000,000 in face amount
of several series of unsecured bonds issued by Pegasus Satellite
Communications, Inc.

Davidson Kempner believes that in the Debtors' cases, the
preparation and filing of a plan of distribution in accordance
with the absolute priority rule is not conditioned on the final
resolution of any issues arising from the sale of the Debtors'
broadcast television business.  The proceeds of that sale, when
completed, will simply be distributed to the Debtors' unsecured
creditors, because the Debtors have already voluntarily repaid
virtually all of their other secured debt, in excess of
$500,000,00, effectively leaving the unsecured creditors as the
most interested and most affected party in connection with the
resolution of these Chapter 11 cases.  According to Davidson
Kempner, the Debtors simply do not need another extension of
exclusivity for their Chapter 11 cases to be completed.  Thus,
Davidson Kempner asserts, the current exclusivity period should be
allowed to terminate without any further extension.

Davidson Kempner presents six arguments:

    (a) The Debtors have not established -- and, in fact, cannot
        establish -- "cause" for an extension of the Exclusive
        Periods;

    (b) The Debtors failed to use their continued exclusivity
        productively.  The Debtors have had sufficient opportunity
        to propose a consensual plan of reorganization;

    (c) While claiming that they need additional time to prepare
        and file a reorganization plan, the Debtors provide no
        evidence that the broadcast assets sale process is likely
        to facilitate a consensual reorganization plan;

    (d) By allowing the Exclusivity Periods to terminate, the
        Court will open up the reorganization plan process which
        will foster creditor democracy and expedite the resolution
        of the Chapter 11 cases;

    (e) The mere fact that the sale of the broadcast television
        assets may not be consummated before the expiration of the
        current exclusivity period does not constitute cause under
        Section 1121(d) of the Bankruptcy Code.  The sale was
        initiated by the Debtors, is not external to the Debtors'
        cases, and does not in any way preclude the Debtors from
        negotiating a reorganization plan with its primary
        creditors; and

    (f) Even if there is sufficient "cause" to extend the
        Exclusivity Periods, 62 days is excessive.  The Debtors
        present no business or legal reasons that would require
        the estates to be completely liquidated or the sale
        completed prior to the filing of a plan.

Headquartered in Bala Cynwyd, Pennsylvania, Pegasus Satellite
Communications, Inc. -- http://www.pgtv.com/-- is a leading
independent provider of direct broadcast satellite (DBS)
television.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Me. Case No. 04-20889) on
June 2, 2004. Larry J. Nyhan, Esq., James F. Conlan, Esq., and
Paul S. Caruso, Esq., at Sidley Austin Brown & Wood, LLP, and
Leonard M. Gulino, Esq., and Robert J. Keach, Esq., at Bernstein,
Shur, Sawyer & Nelson, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,762,883,000 in assets and
$1,878,195,000 in liabilities.  (Pegasus Bankruptcy News, Issue
No. 14; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PG&E NATIONAL: Wants Court Nod on Intercompany Claims Settlements
-----------------------------------------------------------------
On April 8, 2004, the NEG Debtors and USGen New England, Inc.,
jointly sought approval of an omnibus intercompany claims
reconciliation and settlements and the imposition of an inter-
Debtor bar date.  A hearing to consider the Original Motion was
adjourned to a later date.

Concurrent with the filing of the Original Motion, National Energy
and Gas Transmission, Inc., resolved a pending litigation matter
with its parent company, PG&E Corporation.  The settlement with
PG&E Corp. has facilitated the resolution of the NEG Debtors'
claims against their various subsidiaries and resolved over
$400,000,000 in PG&E Corp. Claims against various NEGT
subsidiaries.

Separately, the ET Debtors and NEGT entered into a Court-approved
settlement, which resolved the majority of outstanding issues
among the NEG Debtors relating to tax matters.  Additionally,
there have been a reduction, waiver or resolution in claims, by
or against one or more of the NEG Debtors, including the transfer
of certain projects to their secured lenders as well as the
closing of the sale of NEGT's pipeline business and the Court's
approval of the NEGT's independent power producers portfolio
sale.

Paul M. Nussbaum, Esq., at Whiteford, Taylor & Preston, LLP, in
Baltimore, Maryland, states that the related events either
resolves or renders moot claims previously excluded from the
Original Motion.  Consequently, the NEG Debtors have withdrawn
the Original Motion.

By this motion, the Debtors incorporate the intercompany claim
settlements to accurately reflect the amounts owed by and among
the NEG Debtors and their subsidiaries.  The Revised Settlement
no longer includes a settlement of any claims running between the
NEG Debtors and USGen New England, Inc.

                        Revised Settlement

Mr. Nussbaum notes that prepetition transactions among the NEG
Debtors and their subsidiaries, under the standard cash
management procedures and in the ordinary course of business,
included, among others:

    -- allocations of overhead;

    -- reimbursement of employment expenses;

    -- reimbursement of expenses directly incurred by one entity
       on an affiliate's behalf;

    -- intercompany loans; and

    -- cash transfers.

The NEG Debtors have worked assiduously to reconcile their
intercompany balances and, subject to certain exceptions, have
successfully done so.  The Intercompany Claims Settlement is the
result of those efforts.  It will spare the NEG Debtors
substantial administrative expenses and delay that would result
from reconciling intercompany claims in an adversarial context,
rather than through a settlement.  In addition, it will enhance
the certainty of recovery by creditors of the various NEG
Debtors, and will reduce the level of disputed claims reserves
that would be required in the absence of those settlements,
both under NEGT's confirmed plan of reorganization as well as
under the other chapter 11 plans that the various Debtors hope to
file in the coming weeks.

The NEG Debtors and several NEGT non-Debtor subsidiaries have
claims running among and between them, which in the aggregate
totals hundreds of millions of dollars.  All of the claims are
recorded on each of the NEG Debtors and the Controlled
Subsidiaries' books and records.

The NEG Debtors and the Controlled Subsidiaries have reconciled
their books and records to efficiently and effectively resolve
all Intercompany Claims.

         Consolidated National Energy & Gas Transmission
          Summary of Intercompany Balances - Prepetition

                                  Intercompany Accounts
                       -----------------------------------------
                                                    Net Assets/
                          Assets     Liabilities   (Liabilities)
                       ------------  ------------  -------------
   NEGT, Inc.
   ----------
National Energy
    Construction
    Company, LLC         $6,900,000             -     $6,900,000

Spencer Station
    Generating           11,967,526             -     11,967,526

Plains End, LLC         11,300,000             -     11,300,000

Kentucky Hydro
    Holdings                100,000             -        100,000

Mantua Creek
    Generating Co.        9,000,000             -      9,000,000

ET Holdings Corp.                -   $47,627,000    (47,627,000)

ET Gas Corp.            66,397,793             -     66,397,793

ET Investments Corp.             -    71,521,000    (71,521,000)

ET Power, LP            34,784,535             -     34,784,535

Quantum Ventures               400       308,226       (307,826)

Energy Services
    Ventures             13,592,575             -     13,592,575
                       ------------  ------------  -------------
                       $154,042,830  $119,456,226    $34,586,604
                       ============  ============  =============
   ET Gas
   ------
Attala Energy
    Company, LLC            $43,560             -        $43,560

NEGT, Inc.                       -   $66,397,793    (66,397,793)

ET Holdings Corp.      297,109,424             -    297,109,424

ET Power, LP                     -    26,561,740    (26,561,740)
                       ------------  ------------  -------------
                       $297,152,984   $92,959,533   $204,193,451
                       ============  ============  =============

   ET Power
   --------
Attala Energy
    Company, LLC         $3,197,477             -     $3,197,477

Spencer Station
    Generating                    -   $10,159,231    (10,159,231)

Dispersed Generating
    Company, LLC                  -       138,340       (138,340)

Madison Windpower,
    LLC                           -        75,031        (75,031)

NEGT Enterprises,
    Inc.                 63,487,744             -     63,487,744

NEGT, Inc.                       -    34,784,535    (34,784,535)

ET Holdings Corp.                -   175,458,921   (175,458,921)

ET Gas Corp.            26,561,740             -     26,561,740

Energy Services
    Ventures                261,141             -        261,141
                       ------------  ------------  -------------
                        $93,508,101  $220,616,058  ($127,107,957)
                       ============  ============  =============

   ET Holdings
   -----------
Attala Energy
    Company, LLC           $104,544             -       $104,544

NEG Services, LLC                -      $171,962       (171,962)

NEGT, Inc.              47,627,000             -     47,627,000

ET Gas Corp.                     -   297,109,424   (297,109,424)

ET Investments Corp.             -    43,477,233    (43,477,233)

ET Power, LP           175,458,921             -    175,458,921
                       ------------  ------------  -------------
                       $223,190,465  $340,758,619  ($117,568,154)
                       ============  ============  =============

   ET Investments Corp.
   --------------------
NEGT, Inc.             $71,521,000             -    $71,521,000
ET Holdings Corp.       43,477,233             -     43,477,233
                       ------------  ------------  -------------
                       $114,998,233             -   $114,998,233
                       ============  ============  =============

   Quantum Ventures
   ----------------
NEGT, Inc.                $308,226          $400       $307,826
                       ------------  ------------  -------------
                           $308,226          $400       $307,826
                       ============  ============  =============

   Energy Services
   Ventures
   ---------------
NEGT, Inc.                       -   $13,592,575   ($13,592,575)
ET Power, LP                     -       261,141       (261,141)
                       ------------  ------------  -------------
                                  -   $13,853,716   ($13,853,716)
                       ============  ============  =============

Claims specifically excluded from the Omnibus Intercompany Claim
Settlements are:

A. USGen New England, Inc.

    All claims by and among the NEG Debtors and USGen.  All claims
    by and among the Controlled Subsidiaries and USGen.

B. Tolling Agreement and Other Guarantee Claims

    All contingent and unliquidated tolling agreement and other
    unliquidated obligations of NEGT arising from NEGT's guaranty
    of an obligation of the Controlled Subsidiaries.

C. Avoidance Actions

    Excluding the Intercompany Claims Settlements, any action
    pursuant to Sections 510, 544, 545, 547, 548, 550 or 553 of
    the Bankruptcy Code brought by or on behalf of the NEG Debtors
    against either any of the NEG Debtors or any NEGT subsidiary,
    affiliate or related company that is specifically given notice
    in a disclosure statement or under a reorganization plan of
    one or more of the NEG Debtors -- whether filed, in NEGT's
    case, or anticipated to be filed, in the case of the other NEG
    Debtors -- that they might be subject to the Action.

D. Claims Related to the GenHoldings or Lake Road Stipulations

    All claims arising from or related to two Court-approved
    stipulations regarding:

    (a) the transfer of the Lake Road and La Paloma projects and
        treatment of the Lake Road and La Paloma guarantee claims
        under the Plan.

        Parties to the Lake Road Stipulation are:

        -- the Official Committee of Unsecured Creditors of the
           NEG Debtors,

        -- the Official Noteholders Committee,

        -- Citibank, N.A., as administrative and security agent
           for the lenders,

        -- NEGT; and

    (b) the transfer of the GenHoldings projects and treatment of
        the GenHoldings guarantee claim under the Plan.

        Parties to the GenHoldings Stipulation are:

        -- NEGT,

        -- Societe Generale, as administrative agent of the
           lenders,

        -- the Creditors Committee,

        -- the Noteholders Committee.

E. ET Power Claims by or against Lake Road or La Paloma

F. General Bar Date

    All claims filed by NEGT's affiliates, subsidiaries or related
    companies by the January 9, 2004, general bar date.

G. Postpetition Claims by or against the NEG Debtors

H. Claims by and among Controlled Subsidiaries

I. Assigned Claims by Gas Transmission Northwest Corporation in
    NEGT's favor, pursuant to an agreement dated October 28, 2004.

J. Claims Against PG&E Corp. and Pacific Gas & Electric Company.

    All claims specifically excluded from the Court-approved
    settlement agreement by and among NEGT, certain wholly owned
    or controlled affiliates and the NEGT Creditors Committee, on
    the one hand, and PG&E Corp., Mr. Peter A. Darbee, and Mr.
    Bruce R. Worthington, on the other hand, including a related
    tax matters agreement by and between NEGT and PG&E Corp.

Accordingly, the NEG Debtors ask the Court to approve the
settlement of all Intercompany Claims, and to fix and establish
the amount of the Intercompany Claims.

The NEG Debtors will attempt to resolve each of the Excluded
Claims.

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

The Company and its debtor-affiliates filed for Chapter 11
protection on July 8, 2003 (Bankr. D. Md. Case No. 03-30459).
Matthew A. Feldman, Esq., Shelley C. Chapman, Esq., and Carollynn
H.G. Callari, Esq., at Willkie Farr & Gallagher, and Paul M.
Nussbaum, Esq., and Martin T. Fletcher, Esq., at Whiteford, Taylor
& Preston, L.L.P., represent the Debtors in their restructuring
efforts. When the Company filed for protection from its creditors,
it listed $7,613,000,000 in assets and $9,062,000,000 in debts.
NEGT received bankruptcy court approval of its reorganization plan
in May 2004, and that plan took effect on Oct. 29, 2004. (PG&E
National Bankruptcy News, Issue No. 31; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


PHOENIX VILLAGE: Hires James Dowden as Bankruptcy Counsel
---------------------------------------------------------
Phoenix Village Mall Limited Partnership sought and obtained
permission from the U.S. Bankruptcy Court for the Western District
of Arkansas to employ James F. Dowden, P.A., as its bankruptcy
counsel.

The Firm will provide all the necessary services related to the
Debtor's chapter 11 case.

James F. Dowden, Esq., will be the lead attorney in this
restructuring.  Mr. Dowden will bill the Debtor for his
professional services at his current hourly rate of $210.

Mr. Dowden assures the Court of his "disinterestedness" as that
term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Fort Smith, Arkansas, Phoenix Village Mall
Limited Partnership is a mall with spaces leased to merchants.
The Company filed for chapter 11 protection on Nov. 16, 2003
(Bankr. W.D. Ark. Case No. 04-77548).  When the Debtor filed for
protection from its creditors, it listed $7 million in assets and
$5 million in debts.


PHOENIX VILLAGE: First Creditors Meeting Slated for Dec. 13
-----------------------------------------------------------
The United States Trustee for Region 13 will convene a meeting of
Phoenix Village Limited Partnership's creditors at 11:00 a.m., on
December 13, 2004, at the Isaac C. Parker Courthouse, 30 South 6th
Street, Room 310 in Fort Smith, Arkansas.  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 Fort Smith, Arkansas, Phoenix Village Mall
Limited Partnership is a mall with spaces leased to merchants.
The Company filed for chapter 11 protection on Nov. 16, 2003
(Bankr. W.D. Ark. Case No. 04-77548).  James F. Dowden, Esq., at
James F. Dowden, PA represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $7 million in assets and $5 million in debts.


PILLOWTEX CORP: Court Approves BDO Seidman Hiring as Auditor
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Pillowtex Corporation and its debtor-affiliates permission to
employ BDO Seidman LLP, as auditor of their employee
benefit plans, nunc pro tunc to Aug. 9, 2004.

Specifically, BDO will audit:

   * the Pillowtex Corporation 401(k) Plan for Hourly
     Employees;

   * the Pillowtex Corporation 401(k) Plan for Salaried
     Employees; and

   * the Pillowtex Corporation Employee Medical Benefit Plan,

as of and for the year ended December 31, 2003, and the year
ending December 31, 2004.

Gilbert R. Saydah, Jr., Esq., at Morris Nichols Arsht & Tunnell,
in Wilmington, Delaware, relates that the Debtors originally
planned to engage their former benefit plan auditor to perform
the audits.  The Debtors decided to turn to BDO because the prior
auditor's fee proposal was significantly higher than BDO's.

Headquartered in Dallas, Texas, Pillowtex Corporation --
http://www.pillowtex.com/-- sold top-of-the-bed products to
virtually every major retailer in the U.S. and Canada. The
Company filed for Chapter 11 protection on November 14, 2000
(Bankr. Del. Case No. 00-4211), emerged from bankruptcy under a
chapter 11 plan, and filed a second time on July 30, 2003 (Bankr.
Del. Case No. 03-12339). The second chapter 11 filing triggered
sales of substantially all of the Company's assets. David G.
Heiman, Esq., at Jones Day, and William H. Sudell, Jr., Esq., at
Morris Nichols Arsht & Tunnel, represent the Debtors. On
July 30, 2003, the Company listed $548,003,000 in assets and
$475,859,000 in debts. (Pillowtex Bankruptcy News, Issue No. 71;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ROBOTIC VISION: Gets Interim Okay to Use Cash Collateral
--------------------------------------------------------
The Honorable J. Michael Deasy of the U.S. Bankruptcy Court for
the District of New Hampshire, Manchester Division, gave Robotic
Vision Systems, Inc., and its debtor-affiliate permission on an
interim basis to access the cash collateral of creditors
Intel Corporation and Pat V. Costa.

The creditors assert approximately $15.8 million against the
Debtors.

The Debtors need to use the Lender's cash collateral to avoid
immediate and irreparable harm to their estates and to pay the
ordinary, necessary and reasonable postpetition operating
expenses.  Without use of the cash collateral, the Debtors'
ability to consummate a plan of reorganization will be hampered.

Also, use of the cash collateral will enable the Debtors to
stabilize their businesses and allow an orderly sale of Robotic
Vision's Semiconductor Equipment Group division.

Intel and Mr. Costa consented for the Debtors' use of their cash
collateral in accordance with a 4-week budget through December 18,
2004, projecting:

                  11/27        12/4        12/11       12/18
                  -----        ----        -----       -----
Total
Shipments       $296,000    1,517,000   2,078,000    3,040,000

Total
Collection       362,000      481,000     731,000      433,000

Total
Payments         956,000    1,686,000     747,000    1,132,000
                 --------   ---------    --------    ---------
Net Cash Usage  (594,000)  (1,206,000)    (16,000)    (699,000)


To protect the interests of the Lenders, a replacement lien on all
of the Debtors' postpetition receivables and property with the
same validity, extent and priority were granted.

Headquartered in Nashua, New Hampshire, Robotic Vision Systems,
Inc. -- http://www.rvsi.com/-- designs, manufactures and markets
machine vision, automatic identification and related products for
the semiconductor capital equipment, electronics, automotive,
aerospace, pharmaceutical and other industries.  The Company,
together with its debtor-affiliate, filed for chapter 11
protection on Nov. 19, 2004 (Bankr. D. N.H. Case No. 04-14151).
Bruce A. Harwood, Esq., at Sheehan, Phinney, Bass + Green
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$43,046,000 in total assets and $51,338,000 in total debts.


ROGERS WIRELESS: Mails Exchange Offer to Public Shareholders
------------------------------------------------------------
Rogers Communications Inc. and Rogers Wireless Communications Inc.
jointly reported that RCI has mailed to minority shareholders of
RWCI its previously announced offer to purchase all of the
outstanding RWCI Restricted Voting shares owned by the public.
RCI is offering 1.75 RCI Class B Non- Voting Shares for each RWCI
Restricted Voting share.  The Offer expires at midnight (local
time) on Dec. 30, 2004.

RWCI's Directors' Circular was mailed to shareholders together
with RCI's Offer.  The Board of Directors of RWCI has concluded
that the Offer is fair and reasonable to minority shareholders of
RWCI and has recommended that shareholders tender their shares to
the Offer.  Completion of the Offer is subject to customary
conditions, including, the absence of any adverse material change
in respect of RWCI and the absence of material disruption in
financial markets.

The Offer is not being, and will not be, made in any jurisdiction
where not permitted by law.  RCI and RWCI urge U.S. holders of
RWCI Restricted Voting shares to read the
solicitation/recommendation statement on schedule 14D-9, the
Tender Offer Statement on Schedule TO and the Registration
Statement on Form F-10 related to the Offer, as well as the other
documents that have been filed with the Securities and Exchange
Commission, as these documents contain important information to
assist shareholders in making an informed investment decision.

This communication shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be, any sale of
securities in any jurisdiction in which the Offer, solicitation or
sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.  No offering
of securities shall be made in the U.S. except by means of a
prospectus meeting the requirements of the Securities Act of 1933,
as amended.

RCI and RWCI have filed the Offer to purchase and Directors'
Circular and related documents on SEDAR and in the United States
with the SEC.  Investors are urged to read these materials because
they contain important information. Investors may obtain a free
copy of these materials on SEDAR and with the SEC concerning RCI
and RWCI at http://www.sedar.com/and http://www.sec.gov/

                       About the Companies

Rogers Communications, Inc., (TSX: RCI; NYSE: RG) is a diversified
Canadian communications and media company. It is engaged in cable
television, high-speed Internet access and video retailing through
Canada's largest cable television provider, Rogers Cable, Inc.; in
wireless voice and data communications services through Canada's
leading national GSM/GPRS cellular provider, Rogers Wireless
Communications, Inc.; and in radio, television broadcasting,
televised shopping and publishing businesses through Rogers Media,
Inc.

Rogers Wireless Communications Inc. (TSX: RCM; NYSE: RCN) operates
Canada's largest integrated wireless voice and data network,
providing advanced voice and wireless data solutions to customers
from coast to coast on its GSM/GPRS/EDGE network, the world
standard for wireless communications technology. The company has
over 5.5 million customers, and has offices in Canadian cities
across the country. Rogers Wireless Communications Inc. is
approximately 89% owned by Rogers Communications Inc.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 16, 2004,
Moody's Investors Service:

   (1) confirmed:

       (a) the Ba3 Senior Implied rating of Rogers Communications,
           Inc.,

       (b) the existing ratings of Rogers Wireless, Inc.,

   (2) lowered the debt ratings of:

       (a) Rogers Cable, Inc., and,

       (b) Rogers Communications,

   (3) assigned:

       (a) a Ba3 Senior Secured rating to Wireless' proposed debt
           issue,

       (b) a B2 Senior Subordinated rating to Wireless' proposed
           debt issue,

       (c) a Ba3 Senior Secured Second Priority rating to Cable's
           proposed C$500 million debt issue,

       (d) a Speculative Grade Liquidity rating of SGL-2, and

   (4) withdrew Wireless':

       (a) Senior Implied, and

       (b) Issuer ratings.

The outlook is stable.


SCHUR MANAGEMENT: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Schur Management Company, Ltd.
             2432 Grand Concourse
             Bronx, New York 10458
             Tel: (718) 733-6300

Bankruptcy Case No.: 04-17544

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      915 Sherman Avenue Corporation             04-17546

Type of Business:  The Company provides residential and
                   commercial property management services.

Chapter 11 Petition Date: November 26, 2004

Court: Southern District of New York (Manhattan)

Debtor's Counsel: James A. Beldner, Esq.
                  Christopher A. Jarvinen, Esq.
                  Kronish Lieb Weiner & Hellman, LLP
                  1114 Avenue of the Americas
                  New York, New York 10036
                  Tel: (212) 479-6086
                  Fax: (212) 479-6275

Financial Condition as of October 31, 2004:

                                      Total Assets   Total Debts
                                      ------------   -----------
      Schur Management Company, Ltd.      $790,562    $1,014,075
      915 Sherman Avenue Corporation    $2,603,000            $0


Schur Management Company, Ltd.'s 6 Largest Unsecured Creditors:

    Entity                       Nature Of Claim    Claim Amount
    ------                       ---------------    ------------
Annette Casull-Garcia            Litigation           $1,000,000
c/o Murray Axelrod, Esq.
225 Broadway, Suite 700
New York, New York 10007
Tel: (212) 619-3300

Pitney Bowes                     Trade Payable            $1,056
PO Box 856390
Louisville, Kentucky 40285-6390

ADP                              Trade Payable              $379
99 Jefferson Road
Parsippany, New Jersey 07054

Allied Office Supplies           Trade Payable              $297

Staples                          Trade Payable              $175

Map Communications               Trade Payable              $151


SLATER STEEL: Creditors Have Until Dec. 8 to Vote on Joint Plan
---------------------------------------------------------------
Slater Steel U.S., Inc., and its debtor-affiliates filed their
Joint Plan of Liquidation with the U.S. Bankruptcy Court for the
District of Delaware.  The Debtors have until Dec. 8 to solicit
acceptances to their Plan.

A hearing to consider confirmation of the Plan will be held before
the Honorable Mary F. Walrath in Wilmington, Delaware, on Dec. 14,
2004.

                         About the Plan

The Plan provides for the substantive consolidation of all the
Debtors and the establishment of a Distribution Trust to
distribute the Debtors' assets transferred to it.

Under the terms of the Plan:

   -- secured lender claims amounting to $60,183,000 will receive
      a pro rata share of class C-1 Beneficial Interests in the
      Distribution Trust;

   -- general unsecured claims totaling $51,422,000 will receive a
      pro rata share of class C-4 Beneficial Interests in the
      Distribution Trust;

   -- no property will be distributed to or retained by the
      holders of allowed intercompany claims, penalty claims, and
      old stock interests; and

   -- full payment will be made to:

         * other secured claims -- $462,000
         * unsecured priority claims -- $661,000
         * administrative claims, and
         * priority tax claims

on the effective date or as soon as applicable.

Copies of the Plan, Disclosure Statement, and solicitation
materials are available for review at http://www.slater.com/
or upon request from:

            Daniel J. DeFranceschi, Esq.
            Paul N. Heath, Esq.
            Richards, Layton & Finger, P.A.
            One Rodney Square
            P.O. Box 5551
            Wilmington Delaware 19899
            Tel. (302) 651-7700

               -- and --

            Paul E. Harner, Esq.
            Mark A. Cody, Esq.
            Jones Day
            77 West Wacker
            Chicago, Illinois 60601
            Tel. (312) 782-3939

Headquartered in Wayne, Indiana, Slater Steel U.S., Inc., a mill
producer of specialty steel products, filed for chapter 11
protection on June 2, 2003 (Bankr. Del. Case No. 03-11639).
Daniel J. DeFranceschi, Esq., and Paul Noble Heath, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.   When the Company filed for protection
from its creditors, it listed estimated assets of over $10 million
and debts of more than $100 million.


SLATER STEEL: Creditors Must File Proofs of Claim by Dec. 3
-----------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
set at 4:00 p.m. on December 3, 2004, as the deadline for all
creditors owed money by Slater Steel U.S., Inc., and its debtor-
affiliates on account of administrative claims that:

   -- arose on or after June 2, 2003,and

   -- seek administrative expense priority under Section 503 and
      Section 507(a)(1) of the Bankruptcy Code.

Creditors must file written proofs of claim on or before the
December 3 Administrative Claims Bar Date and those forms must be
delivered to:

   (a) Clerk of Court
       U.S Bankruptcy Court for the District of Delaware

   (b) Local Counsel to Slater Steel:
       Daniel J. DeFranceschi, Esq.
       Paul N. Heath, Esq.
       Richards, Layton & Finger, P.A.
       One Rodney Square
       PO Box 551
       Wilmington, Delaware 19899
       Tel: (302) 651-7700

   (c) Lead Counsel to Slater Steel:
       Paul E. Harner, Esq.
       Mark A. Cody, Esq.
       Jones Day
       77 West Wacker
       Chicago, Illinois 60601
       Tel: (312) 782-3939

For additional details, please see the Notice of Administrative
Claims Bar Date that is posted on Slater Steel's website at
http://www.slater.com/

The Company and its subsidiaries sought creditor protection under
applicable Canadian and U.S. legislation on June 2, 2003 and have
announced either the wind down and orderly realization or the sale
of its remaining assets.  Slater once again stated that it does
not expect that shareholders will receive any value from the
insolvency proceedings.

Slater Steel U.S., Inc. is a mini mill producer of specialty steel
products. The Company filed for Chapter 11 Protection under the
U.S. Bankurptcy Code (Bankr. Del. Case No.: 03-11639) on June 2,
2003 before the Honorable Mary F. Walrath.  The Debtors' counsel
are Daniel J. DeFranceschi, Esq. and Paul Noble Heath, Esq. of
Richards Layton & Finger.


SOLUTIA INC: Wants Exclusive Period Extended to April 10
--------------------------------------------------------
Solutia, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to further extend
their exclusive period to file a plan to April 10, 2005, and
extend their exclusive period to solicit acceptances of that plan
to June 9, 2005.

M. Natasha Labovitz, Esq., at Gibson, Dunn & Crutcher LLP, in New
York, recounts that the Debtors' Chapter 11 cases were commenced
nearly a year ago.  During the past year, the Debtors have taken
steps to initiate and facilitate productive constructive
negotiations with respect to a Chapter 11 plan.  As a result, many
building blocks for those negotiations have moved into place and
preliminary discussions regarding the framework of a Chapter 11
plan have begun and are ongoing, with further negotiations
scheduled for December.

The Debtors continue to make progress with respect to four
critical areas:

    (a) implementation of their business plan;

    (b) productive discussions with creditor and equity
        constituencies;

    (c) clarification of challenging legal issues and positions
        important to finalizing a reorganization plan; and

    (d) establishment of the bar date and analysis of claims.

However, Ms. Labovitz tells Judge Beatty that there is much left
do.  While the parties have begun initial discussions, it would be
impossible in light of the complexity of the Debtors' cases to
conclude those negotiations in time to finalize and confirm a
reorganization plan within the current exclusive periods.

                         Business Operations

Ms. Labovitz states that the Debtors have continued to improve the
performance and viability of each of their business:

    * The Debtors continue to analyze their complex contractual
      relationships with significant vendors, customers and
      facility guests, and have begun negotiations with certain of
      these parties.  The Debtors also have continued to evaluate
      contracts for rejection or termination.  As a result, the
      Debtors have saved more than $150,000,000 in projected cash
      outflows;

    * The Debtors continue to explore the possible sale of their
      pharmaceutical service business, so as to maximize value and
      reduce interest expense for their European subsidiaries; and

    * The Debtors also have negotiated the sale of substantially
      all of Axio Research Corporation's assets and have asked the
      Court to approve the sale, subject to higher and better
      offers.

                 Creditor and Equity Constituencies

The Debtors have continued to work with the Official Committee of
Unsecured Creditors, the Official Committee of Retirees, and the
Official Committee of Equity Security Holders to prepare for plan
negotiations:

    * The Debtors have continued to meet with the Creditors
      Committee and its advisors to discuss substantive issues in
      these Chapter 11 cases, especially those issues relating to
      the Debtors' environmental obligations and potential
      liabilities;

    * The Debtors have responded and continue to respond to
      questions from the Retiree Committee regarding the provision
      of benefits to retirees; and

    * The Debtors are continuing to produce information to the
      Equity Committee and have conducted several meetings to
      assist them in better understanding the Debtors'
      environmental liabilities.

                            Legal Issues

The Debtors have sought to lead a process of consensual resolution
by assembling and providing information about potential
liabilities and unresolved legal issues, seeking to facilitate
negotiations.  Solutia, Monsanto Company, Pharmacia Corporation,
the Creditors Committee, and the Retiree Committee have all agreed
to an evergreen standstill of existing litigation, subject to
rights of termination.  Thus, until a standstill agreement is
terminated by the affirmative act of a party-in-interest, the
pending adversary proceeding regarding legacy liabilities will be
stayed.

                             Bar Date

With the November 30, 2004, Bar Date still days away, the Debtors
have not had the opportunity to analyze the nature, validity and
extent of the claims that will be treated under their
reorganization plan.  The passage of the Bar Date is a critical
point in the plan process, which will enable the Debtors to begin
to reconcile the claims that had been asserted in conjunction with
the formulation of the Chapter 11 plan.  Reconciliation of
thousands of proofs of claim will be a time-consuming process that
is critical to the ability of the Debtors or any party-in-
interest to develop and propose a confirmable Chapter 11 plan.

                             Next Steps

Ms. Labovitz says that although the Debtors are pleased with
recent progress in their Chapter 11 cases, the work to be done and
the complexity of the issues that they face make it unlikely that
they will be able to formulate a workable Chapter 11 plan in the
short term.  The Debtors have identified a short list of next
steps aimed toward negotiation and presentation to the Court of a
Chapter 11 plan.  The steps include:

    (a) continuing to implement and refine the Debtors' business
        plan, and to use tools of bankruptcy to reduce or
        eliminate operating liabilities and improve cash flows;

    (b) identifying and quantifying the Debtors' potential
        liabilities and considering alternatives toward an
        effective and appropriate resolution of those liabilities
        in a Chapter 11 plan;

    (c) analyzing claims that are filed once the Bar Date has
        passed to assess the total liabilities asserted against
        the Debtors;

    (d) evaluating the potential for asset sales;

    (e) working toward a firm valuation of the Debtors' domestic
        and foreign businesses; and

    (f) continuing discussions concerning a Chapter 11 plan with
        key constituencies and seeking to resolve major issues,
        including:

        -- consideration to be paid under the plan;

        -- distribution among creditors;

        -- amount of debt that the reorganized debtors should
           carry;

        -- amount of liabilities, if any, which should pass
           though the estate; and

        -- dealing with the multi-faceted relationships with key
           suppliers and customers.

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


STELCO INC: Monitor Files Second Supplemental Eleventh Report
-------------------------------------------------------------
Stelco Inc. (TSX:STE) reported that the Monitor has filed a Second
Supplemental Eleventh Report in the matter of the Company's Court-
supervised restructuring.  The full text of the Report can be
accessed through a link available on Stelco's Web site.

The Report provides an update on, and the Monitor's views
regarding, the amended Deutsche Bank commitment letter announced
by the Company Wednesday morning.

The Report contains the Monitor view that a "stalking horse"
process benefits Stelco's stakeholders and that the amended
Deutsche Bank commitment letter should be the "stalking horse."
The Monitor notes that this will not create any legal or
functional impediment to other parties interested in making a
proposal as part of the Company's Court-approved capital raising
process.

The Monitor also offers its views on the concern raised by some
stakeholders that the amended Deutsche Bank commitment does not
address some of the key underlying issues that caused Stelco's
financial challenges.  The Report notes that Stelco has made
little progress in developing consensus with stakeholders as to
how those challenges might be addressed as a result of many key
stakeholders not being prepared to agree to compromises.  The
Monitor observes that the Company cannot remain in CCAA
proceedings indefinitely.  The Report notes that the Deutsche Bank
amended commitment provides Stelco with a means to fund a CCAA
Plan of Compromise or Arrangement for its stayed creditors, and
capital with which Stelco can implement elements of the strategic
capital plan which is necessary for the Company to improve its
competitive position.  The Monitor states that, in light of the
currently strong steel market, it is in the best interest of all
stakeholders for Stelco to actively pursue a restructuring
transaction on a timely basis.

The Report also notes that the wider capital raising process may
generate other offers to finance or acquire Stelco on terms which
are superior to those proposed by Deutsche Bank.  The Monitor
indicates that it will oversee that process and participate in
evaluating offers.

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


TRUMP HOTELS: Gets Okay to Honor Prepetition Customer Obligations
-----------------------------------------------------------------
Trump Hotels & Casino Resorts, Inc. and its debtor-affiliates seek
the authority of the U.S. Bankruptcy Court for the District of New
Jersey to pay and honor, in the ordinary course of their business,
$10,648,955 in prepetition claims and obligations owing to their
customers.

Robert A. Klyman, Esq., at Latham & Watkins LLP, in Los Angeles,
California, explains that the Prepetition Claims fall into five
categories:

    (1) customer safekeeping and front money deposits at the
        casino cages located at each of the Debtors' properties;

    (2) customer hotel room deposits, gift certificates, and hotel
        coupons;

    (3) prepetition wagers on events to take place postpetition,
        like parimutual events and tournaments, prepetition casino
        chips and tokens in the public domain, ongoing customer
        promotions, including, but not limited to:

           -- player cards,

           -- casino simulcasting,

           -- unpaid or uncashed Keno tickets EZ Pay Vouchers, and

           -- jackpot claims and multi-casino progressive jackpot
              claims;

    (4) claims of casino guests who suffered immaterial property
        damage; and

    (5) customer claims and programs.

                    Safekeeping and Front Money

According to Mr. Klyman, safekeeping and front money is
authorized under N.J.A.C. 19:45-1.24 and 1.25, which permits
customers to deposit casino chips, cash, or wire transfers of
funds into a deposit account established for the patron while the
patron is a guest at the Debtors' casino properties.

If a customer deposits funds in "safekeeping," the customer
deposits the funds at the casino cage and can withdraw the funds
as needed.  "Front money," on the other hand, is deposited by the
customer at the casino cage and then may later be withdrawn by
the customer at the cage or at a gaming table.  If the customer
withdraws "front money" at the gaming table, a counter check is
issued and endorsed by the customer as a front money withdrawal.
The amount of the front money deposit is debited by the amount of
the counter check withdrawal.

As of the evening of October 31, 2004, the Debtors were holding
$785,307 in Safekeeping and Front Money Deposits.  However,
because the amount of Safekeeping and Front Money Deposits held
by the Debtors can fluctuate dramatically in a very short time
period, it is impossible to estimate the exact amount of
Safekeeping and Front Money Deposits that the Debtors will be
holding as of the Petition Date.

              Deposits, Gift Certificates and Coupons

The Debtors estimate that, as of the Petition Date, they are
holding $644,176 in hotel room, banquet halls, catering halls and
marina slip, and $392,875 for unredeemed Gift Certificates.

                           Gaming Claims

As wagers can be placed by patrons well in advance of certain
events, like parimutual events, it is likely that there will have
been made prepetition wagers on events that did not or will not
occur until postpetition.

Mr. Klyman points out that the Debtors' inability to pay out on
the wagers on the occurrence of the events would be disastrous to
the Debtors' ability to reorganize.  The Debtors estimate that
outstanding wagers total $35,174.

At any given time, the Debtors estimate that there are $5,002,285
in EZ Pay Vouchers, casino chips and tokens in the public domain.
Except at tremendous cost to the estates and disruption to their
businesses, the Debtors will not be able to distinguish between
those casino chips and tokens that would have been distributed
prepetition from those that will be distributed postpetition.  In
any event, it is necessary to the Debtors' reorganization that
they be granted authority to honor those casino chips and tokens
placed into the public domain prepetition.

The Debtors have several ongoing programs whereby they reward
certain patrons based on their level of wagering.  Participants
become eligible for various discretionary awards including, cash,
complimentary show tickets, complimentary meals and complimentary
hotel stays.

Cash Back is a slot incentive program, specifically, an
electronic credit offered to and earned by casino patrons based
on a pre-determined schedule or percentage of slot handle.
Cash Back for customers not gambling within 60 days is
automatically expired.  As of the Petition Date, the Debtors
estimate that they are holding $2,302,958 in Cash Back on behalf
of 190,845 patrons.

The Debtors also seek to honor their casino simulcasting
arrangements with racetracks.  Under these arrangements, the
Debtors accept a bet on simulcasted horse races transmitted to
the Debtors' casino.  Any winnings are paid by the Debtors.  The
Debtors and the transmitting track are compensated by receipt of
a percentage of the simulcast pool of bets received by the
Debtors.  From that simulcast pool, a "take out rate" or
percentage of the simulcast pool is divided between the Debtors
and a number of New Jersey Racing Commission funds.  The funds
remaining from the pool after the take-out rate and the
transmitting track's percentage of compensation are deducted
should over the theoretical long run be precisely equal to the
sum necessary to pay for winning tickets.  However, due to short-
term fluctuations, the Debtors either owe money to, or are owed
money by, the transmitting track depending on whether the winning
tickets issued by it are less or more then the remaining pool
funds.  The Debtors, after the reconciliation, either pay or
receive the amount of the excess or shortage to or from the
transmitting track and seek authority to pay the racetracks based
on reconciliations in the ordinary course of the Debtors'
business.

Additionally, the Debtors seek to honor its accrued multi-casino
progressive jackpot liability.  Under this arrangement, each
casino pays amounts into various trusts.  If a customer wins a
multi-casino progressive jackpot at the Debtors' casino, the
Debtors pay either the initial winning installment or the entire
jackpot and are reimbursed by the trust.  All further
installments are paid from the trust.  The Debtors estimate that
their total accrued and unpaid progressive jackpot liability to
the trusts for the required percentage of handle is $1,452,068.

The Debtors also seek the Court's authority to honor unpaid and
unclaimed winnings, jackpots and Keno claims estimated to be
$4,920.

                       Property Damage Claims

The Debtors want to pay the Property Damage Claims, consisting of
approximately 71 claims for damage to motor vehicles in the
Debtors' garage, additional property damage claims and lost
property claims, in the aggregate amount not to exceed $29,192.

                           *     *     *

Judge Wizmur grants the Debtors' request with certain
modifications stated in open court.

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


TRUMP HOTELS: Gets OK to Pay Prepetition Taxes & Gaming Fees
------------------------------------------------------------
Trump Hotels & Casino Resorts, Inc. and its debtor-affiliates
sought and obtained the authority of the U.S. Bankruptcy Court for
the District of New Jersey to pay prepetition taxes and gaming-
related fees incurred in the ordinary course of their business and
payable to various governmental and regulatory agencies.

    (1) Trust Fund Taxes

        In the ordinary course of their business, the Debtors
        pay certain taxes that are required by federal, state and
        local law to be collected from customers, employees or
        other third parties for payment to various taxing
        authorities.  The Trust Fund Taxes include, but are not
        limited to, employee payroll withholding taxes and sales
        taxes collected from customers.

    (2) Other Priority Taxes

        The Debtors also pay the employer's share of employment-
        related taxes, sales, use and luxury taxes.

    (3) Gaming Taxes and Fees

        The Debtors must pay gaming-related taxes and fees
        imposed by the U.S. government as well as governmental
        entities in New Jersey and Indiana.  For instance, the
        Internal Revenue Service requires a withholding from
        patron winnings.

The State of New Jersey imposes several taxes and fees, as
enumerated in the New Jersey Casino Control Act, including:

    -- a gross revenue tax, payable to the New Jersey Casino
       Revenue Fund;

    -- an investment alternative tax, payable to the Treasurer of
       the State of New Jersey for the benefit of the Casino
       Reinvestment Development Authority;

    -- Licensing Fees, payable to the State of New Jersey Casino
       Control Fund;

    -- a mandatory tax of $3.00, of which $1.50 is payable to the
       State Treasurer for the benefit of the CRDA, and the other
       $1.50 of which is payable to the Casino Revenue Fund for
       the parking, garaging or storing of motor vehicles in a
       parking facility owned or leased by a casino hotel; and

    -- fines and stipulated penalties periodically imposed by the
       Casino Control Commission, if any.

The Debtors' operations in the state of Indiana are subject to
city, county and state taxes, including:

    -- an admission tax of $3.00 per person and a revenue tax
       based on a graduated percentage of wagering revenues, both
       payable to the State of Indiana;

    -- state trooper fees, payable to the Indiana Gaming
       Commission;

    -- an incentive payment equal to 4% of monthly adjusted gross
       receipts payable to the City of Gary;

    -- an admission tax of $1.00 per person, payable to the City
       of Gary;

    -- withholdings from patron winnings, payable to the Indiana
       Department of Revenue; and

    -- a hotel tax, payable to the Treasurer of Lake County.

A. Employment Taxes

Prior to the Petition Date, the Debtors owed certain employment-
related taxes, some of which they had collected from their
employees, which constitute Trust Fund Taxes.  The Debtors
estimate that total prepetition employment taxes are $4,121,618,
broken down as:

           Type of Tax       Estimated Prepetition Amounts Due
           -----------       ---------------------------------

      Employer Contribution
      ---------------------
         FUTA                                $13,288
         Social Security                    $767,185
         Medicare                           $189,000
         Disability                         $106,566
         Unemployment                       $285,650
                                          ----------
      Total Employer Contribution:        $1,361,689

           Type of Tax       Estimated Prepetition Amounts Due
           -----------       ---------------------------------

      Employer Contribution
      ---------------------
       Federal Withholding                $1,407,491
       Social Security                      $767,164
       Medicare                             $188,865
       State of NJ W/H                      $232,464
       State of IN W/H                       $32,488
       Disability                            $71,043
       Unemployment                          $60,414
                                          ----------
      Total Employee Contribution:        $2,759,929

B. Other Taxes

The Debtors also estimate that they have $3,349,562 in unpaid
prepetition sales and use, and other taxes, broken down as:

           Type of Tax       Estimated Prepetition Amounts Due
           -----------       ---------------------------------

           Sales Tax
           ---------
           Gross Sales                      $288,054
           Complimentary taxes            $2,258,801
           Luxury Tax                       $304,072
           Promotion Fee                    $172,301
           Occupancy Tax                    $277,764
                                          ----------
           Total Sales Tax                $3,300,992

           Use Tax
           -------
           General Use Tax                   $48,570
                                          ----------
           Total Use Tax                     $48,570

C. Gaming Taxes and Fees

Additionally, the Debtors will pay certain prepetition Gaming
Taxes and Fees.  In the ordinary course of the Debtors' business,
the Debtors are required to pay Gaming Taxes and Fees in
connection with their gaming operations in New Jersey and
Indiana.

    a) New Jersey

       In New Jersey, the Gaming Taxes and Fees payable by the
       Debtors include an annual 8% gross revenue tax, payable to
       the Casino Revenue Fund, and an investment alternative tax
       of 1.25% on gross revenue, payable to the New Jersey State
       Treasurer for the benefit of the CRDA.  The GRT is paid
       weekly, while the CRDA Tax is paid quarterly.  As of the
       Petition Date, the Debtors will have accrued:

           (i) the GRT on gross revenue for the week ending
               October 31, 2004, and

          (ii) the CRDA Tax for October 1, 2004, to October 31,
               2004.

       The Debtors estimate that as of the Petition Date, the
       accrued GRT is $2,290,553 and CRDA Tax is $1,220,643.

       The Debtors are also required to pay certain licensing fees
       to the Casino Control Fund.  The Taj Mahal, Trump Marina
       and Trump Plaza are charged a sum for casino license
       renewal, inspection fees and vendor registration.
       Thereafter, a licensee is required to pay for the time
       spent by the CCC and the Division of Gaming Enforcement
       personnel on matters directly related to the particular
       licensee at the hourly rates set by the CCC and the DGE and
       to reimburse any unusual costs or out-of-pocket expenses
       incurred.  Thereafter, the CCC charges every casino,
       including the Taj Mahal, Trump Plaza and Trump Marina, on a
       pro rata basis, an amount necessary to cover any shortfall
       in the Casino Control Fund for the CCC's overall costs and
       fees.  Historically, the Debtors pay approximately $794,400
       per month in Licensing Fees.  As of October 31, 2004, the
       Debtors owe $1,657,569 in Licensing Fees for the period
       September 1, 2004, to October 31, 2004.

       The Debtors also pay the $3.00 per car Parking Tax to the
       Casino Revenue Fund and the New Jersey State Treasurer for
       the benefit of the CRDA.  The Debtors estimate that the
       unpaid prepetition Parking Tax totals approximately
       $587,310.

       The CCC periodically imposes fines and stipulated penalties
       based on the Debtors' business operations.  The Debtors
       will pay to the Casino Control Fund, in their discretion,
       any prepetition fines and penalties imposed by the CCC.

    b) Indiana

       In Indiana, the Gaming Taxes and Fees payable by the
       Debtors include a graduated gaming tax on adjusted gaming
       receipts, which can range from 15% to 30%, depending on the
       total gaming receipts.  This tax is paid daily to the State
       of Indiana.  The Debtors estimate that the unpaid
       prepetition Indiana Gaming Tax totals approximately
       $282,000.

       The Debtors are also required to pay a State of Indiana
       Riverboat Tax based on patron admissions equal to $3.00 per
       person.  The Riverboat Tax is paid two days in arrears.
       The Debtors estimate that the unpaid prepetition Riverboat
       Tax is approximately $61,000.

       The Indiana Gaming Commission also imposes fees for state
       troopers who are based at the Debtor's casino.  These fees
       are paid to the Gaming Commission on a monthly basis.  The
       Debtors estimate that the unpaid prepetition State Trooper
       Fees are approximately $160,000.

       The Debtors must also pay an incentive tax of 4% of AGR per
       person payable to the City of Gary, Indiana.  This tax is
       payable on the 20th day of the following month.  The
       Debtors estimate that the unpaid prepetition Gary Incentive
       Tax is approximately $484,000.

       The Debtors are also required to withhold amounts from
       patron winnings, which are then paid to the Indiana
       Department of Revenue.  The Debtors estimate that the
       unpaid prepetition amount of these withholdings is
       approximately $13,000.

       The Debtors must pay a hotel tax of 5% of cash room
       revenue, payable to the Treasurer of Lake County.  This tax
       is paid on a monthly basis.  The Debtors estimate that the
       unpaid prepetition amount of the Hotel Innkeeper Tax totals
       approximately $10,000.

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


TSI TELSYS: Adjourns Shareholder Meeting Due to Lack of Quorum
--------------------------------------------------------------
TSI TelSys Corporation's annual meeting of shareholders, which was
held on Nov. 22 in Columbia, Maryland, was adjourned due to the
absence of a quorum of shareholders.

A total of 60 shareholders holding a total of 2,130,993 common
shares were represented at the meeting.  As a percentage of
outstanding shares, this was equivalent to 18.5% of the total
votes that could be cast by holders of all outstanding shares.
Under the Company's by-laws, a quorum consists of shareholders,
present in person or by proxy, having one third (33.3%) of the
total votes that could be cast by holders of all outstanding
shares entitled to vote at the meeting.

Two items of business had been planned to be presented to
shareholders for a vote at this meeting:

   -- the election of Directors, and
   -- the appointment of auditors for the Company.

As a result of the adjournment of the meeting, neither of these
two items were completed.

The Company's Board of Directors plans to call for a new meeting
at a later date.

Headquartered in Columbia, Maryland, TSI TelSys designs,
manufactures and markets high-performance range data receivers,
data acquisition, simulation and communication systems for the
test range and aerospace communities and provides related
engineering services. The Company has been a pioneer in utilizing
reconfigurable architectures (Adaptive Computing) for
communications and data processing, and has incorporated this
technology into its product line since 1996. The Company is a
leader in providing multi-mission satellite communications systems
adaptable to virtually any protocol format and that support data
rates up to a gigabit per second (Gbps).

At June 25, 2004, TSI TelSys' balance sheet shows a C$1,755,316
deficit, compared to a C$1,145,834 deficit at December 26, 2003.


UAL CORP: Says Best Western Did Not Comply with Participation Pact
------------------------------------------------------------------
UAL Loyalty Services, Inc., filed a complaint against Best
Western International, Inc., of Phoenix, Arizona, alleging breach
of contract.  ULS seeks a monetary judgment arising from Best
Western's breach of a Participation Agreement with United Air
Lines' Mileage Plus frequent traveler recognition program.

In the summer of 2002, ULS and Best Western entered into a three-
year Mileage Plus Participation Agreement, which was scheduled to
end on August 31, 2005.  ULS agreed to sell Best Western the
right to purchase and award Mileage Plus Miles to eligible
Mileage Plus Members for qualifying stays at Best Western's
participating properties.  ULS agreed to advertise, promote and
market Best Western in newsletters and published statements that
are distributed to Mileage Plan Members.  Best Western was to pay
ULS a specified amount per Mile credited to eligible Mileage Plus
Member's accounts, exclusive of taxes and surcharges.  The
Participation Agreement required Best Western to pay ULS all
undisputed amounts within 30 days upon receipt of an invoice.
Also, Best Western was to pay ULS a minimum amount every year,
even if Best Western did not purchase and award that cash
equivalent in Mileage Plus Miles.

Andrew S. Marovitz, Esq., at Mayer, Brown, Rowe & Maw, in
Chicago, Illinois, informs the Court that on April 2, 2004, David
Kong of Best Western sent ULS a letter stating that Best Western
would no longer perform under the Participation Agreement due to
a force majeure event.  According to Mr. Marovitz, the
Participation Agreement does not provide any basis for Best
Western's purported termination attempt.

The letter cited the September 11, 2001 terrorist attacks.
However, this event occurred prior to the entry of the
Participation Agreement.  The letter did not identify a current
force majeure event.

On April 16, 2004, ULS sent Best Western a letter stating that
its actions were in breach of the Participation Agreement.  ULS
noted that Best Western failed to identify any current force
majeure event or indicate which obligations of Best Western were
adversely impacted by the alleged force majeure.  ULS requested
immediate and full payment of all amounts due ULS in accordance
with the Participation Agreement.  Despite ULS' efforts to
resolve the matter, Best Western refused to make any payments.

ULS seeks monetary amounts because Best Western did not purchase
or award sufficient Mileage Plus Miles to meet the cash minimum
for the first and second contract years of the Participation
Agreement.  Best Western has not paid ULS for the shortfall
either.  By attempting to terminate the Participation Agreement
early, Best Western has not complied with the cash minimum for
the third contract year.  ULS seeks $906,046, plus interest,
attorneys' fees and costs from Best Western.

With the Court's permission, ULS file the Participation Agreement
under seal.  The Participation Agreement details the Mileage Plus
frequent traveler recognition program and contains provisions
requiring the parties to use reasonable efforts to keep its terms
confidential.  Mr. Marovitz says that the Participation Agreement
contains confidential, sensitive and proprietary commercial price
information, namely the price charged by ULS to Best Western for
each Mileage Plus mile awarded.  Disclosure of this information
would be harmful and commercially disadvantageous if acquired by
third parties.

                      Best Western Answers

Best Western denies that it breached the Participation Agreement.
ULS did not comply with its obligations under the Participation
Agreement at all times.  ULS did not adequately advertise,
promote and market Best Western in its newsletters and statements
that were published and distributed to Mileage Plus members.

According to Avraham Azrieli, Esq., at Perkins, Coie, Brown &
Bain, in Phoenix, Arizona, Best Western and ULS have put forth
efforts to resolve this matter since April 2004.  The outcome of
the efforts was a fully binding settlement agreement between the
parties, which has not been formally entered but is still viable.

Mr. Azrieli tells Judge Wedoff that the Complaint fails to state
a claim upon which relief can be granted.  The Complaint may be
barred by virtue of the settlement agreement between the parties.
ULS failed to mitigate or minimize its alleged damages, which is
not Best Western's fault.  ULS has not been injured by Best
Western's actions and ULS is not entitled to any damages from, or
any other relief against, Best Western.  The Complaint should be
dismissed with prejudice with nothing awarded to ULS.  Best
Western should be awarded its costs and attorneys' fees.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier. The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts. When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts. (United Airlines
Bankruptcy News, Issue No. 66; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Gets Court Nod to Pay Amendment Fees to DIP Lenders
-------------------------------------------------------------
As reported in the Troubled Company Reporter on Nov. 18, 2004, UAL
Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of Illinois for permission to pay
certain fees in connection with a Waiver, Consent and Ninth
Amendment to their Revolving Credit, Term Loan and Guaranty
Agreement.

Section 4(b)(ii) of the Final Club DIP Order provides that
without further Court order, the Debtors are authorized to
execute, deliver and perform amendments to the Club DIP Facility.
Therefore, the Debtors are legally sanctioned to enter into the
Ninth Amendment, but need Court approval of the Ninth Amendment
Fees, because the Final Club DIP Order does not explicitly
authorize fees associated with postpetition amendments and
modifications to the Club DIP Facility.

Carole A. Neville, Esq., at Sonnenschein, Nath & Rosenthal, in
New York City, on behalf of the Official Committee of Unsecured
Creditors, tells the Court that the Ninth Amendment provides the
Lenders with a sweetheart deal.  Technically, under the Ninth
Amendment, the Debtors will be able to retain $70,000,000 more
than under the Club DIP Facility, through the Orbitz sale and
airport slot transactions.  However, the Debtors will actually
lose the ability to use an additional $150,000,000 of their cash
due to the provisions in Section 6.13, which will increase the
minimum amount the Debtors must retain unused from $600,000,000
to $750,000,000.

If the Ninth Amendment's increased cash maintenance requirement
becomes effective, over 80% of the Club DIP Lenders' credit
exposure will be cash collateralized.  The balance of the
Facility will be secured by substantially all the Debtors' assets
held worldwide, valued at several billion dollars.  Ms. Neville
argues that as a condition to the fees, the Ninth Amendment
should be modified to remove the $150,000,000 increase in
restricted cash.

The Ninth Amendment will provide the Lenders with dollar for
dollar coverage on the outstanding borrowings, plus a lien on the
Debtors' assets.  In addition, the Lenders want $2,500,000 for
increasing their protection on the outstanding balance of a
"grossly oversecured loan."

                          *     *     *

Prior to the hearing, the Committee withdrew its objection.
Accordingly, Judge Wedoff grants the Debtors' request.

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


UAL CORP: Files 8th Reorganization Status Report
------------------------------------------------
UAL Corporation and its debtor-affiliates are "stepping into a
critical stage of its reorganization -- finalization of its
business plan and immediate execution of cost-savings and business
efficiency initiatives."  Due to harsh industry conditions, the
Debtors accelerated the timetable for implementing cost savings to
be sure there is enough cash for the first quarter of 2005.  Once
discussions regarding modification or rejection of their
Collective Bargaining Agreements under Section 1113 of the
Bankruptcy Code are complete, the Debtors will focus on the final
stage of the exit strategy, obtaining exit financing and
negotiating and filing a plan of reorganization.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, says that the
most important achievement since the last Status Report was that
the Debtors and the Official Committee of Unsecured Creditors'
Working Group substantially completed the review, revision and
stress test of the business plan, which calls for enterprise-wide
cost savings.  Follow-up coordination is continuing.  The Debtors
presented the plan to the Board of Directors then to the entire
Creditors' Committee on October 28 and November 9, 2004.  Since
November 1, seven Bridge Associates representatives have been
reviewing and analyzing company data and meeting with various
constituencies to assist in this endeavor.  The Debtors remain
optimistic over the recent progress.

To ensure that the Debtors are paying market rates to their
United Express carriers, the Debtors submitted a request for
proposal to several regional airlines to operate up to 70
regional jets in the United Express network on routes currently
operated by Air Wisconsin.  The Debtors will analyze the
responses over the coming weeks.

The Debtors are underway in the preference avoidance process,
having settled 392 potential preference avoidance actions, which
will bring substantial value to the estate through cash and other
concessions.  The Debtors have begun preference avoidance
adversary proceedings where they were unable to resolve
outstanding preference claims.

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


US AIRWAYS: Inks $140 Million Financing Agreement with GE
---------------------------------------------------------
US Airways Group Inc., GE Capital Aviation Services, and GE Engine
Services have reached a comprehensive agreement on aircraft
leasing and financing, and engine services, which will provide the
airline with:

   -- short-term liquidity,
   -- reduce debt,
   -- lower aircraft ownership costs,
   -- enhanced engine maintenance services, and
   -- leases for new regional jets,

while preserving the vast majority of US Airways' mainline fleet
owned by GECAS.

If approved by the U.S. Bankruptcy Court and all conditions are
met, the transaction will provide US Airways with $140 million in
interim liquidity through a new bridge facility and the deferral
of aircraft debt and lease payments coming due over the next six
months.  In total, US Airways expects the agreement to provide
over $80 million in annual cash savings and aircraft ownership and
engine maintenance costs.  In addition, GECAS will lease up to 31
new 70 and 90-seat regional jet aircraft to US Airways over the
next three years, and US Airways would return 25 of its 281
mainline aircraft over the same time period.  The agreement calls
for the return of 10 Airbus 319s in 2005, and 15 Boeing 737-300s
in 2006 and 2007.

In exchange for these significant commitments by GECAS and GEES,
upon successful emergence from Chapter 11, US Airways would issue
to GECAS a 15-year convertible note for between $125 and $216
million, depending on future lease options selected by US Airways.

The agreement was filed with the U.S. Bankruptcy Court of the
Eastern District of Virginia and requires court approval by
Dec. 17, 2004.  In addition to court approval, the agreement
requires that by Jan. 14, 2005, the company achieve a series of
cost reductions and restructuring milestones, and it must complete
its judicial restructuring and exit Chapter 11 by June 30, 2005.

"The fact that GECAS remains committed to working with us is an
enormous boost for our restructuring efforts and the
implementation of our Transformation Plan," said Bruce R.
Lakefield, US Airways president and chief executive officer.  "We
still have a lot of work to do, beginning with the completion of
labor negotiations with those remaining unions that still do not
have cost-savings agreements in place.

"In the short term, we can return the 10 Airbus aircraft in 2005
on a schedule that will not impact our customers and will be
consistent with our plans to increase aircraft utilization and
point-to-point flying next year.  The gradual return of 15 older
737-300s over the next three years, coupled with the regional jet
financing agreement, will allow us to return to a path of moderate
regional jet growth, enabling us to effectively serve smaller
routes or develop new markets," said Mr. Lakefield.

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

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

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

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


US AIRWAYS: Communications Workers Appeals Wage Cut Order
---------------------------------------------------------
As reported in the Troubled Company Reporter on Nov. 19, 2004, IAM
National Pension Fund asked the U.S. Bankruptcy Court for the
Eastern District of Virginia to reconsider its order granting the
request of US Airways and its debtor-affiliates for interim wage &
benefit reductions.

           Communications Workers of America Responds

On behalf of the Communications Workers of America, AFL-CIO,
Daniel M. Katz, Esq., at Katz & Ranzman, in Washington, D.C.,
asserts that any ruling that alleviates the adverse impact of the
Section 1113(e) Order on employees represented by the
International Association of Machinists or the Association of
Flight Attendants should also be applied to employees represented
by CWA.

Mr. Katz informs Judge Mitchell that CWA-represented employees
receive below-market pay and benefits, even compared with
passenger service employees at low-cost carriers.  CWA-represented
employees are experiencing drastic hardships and any amelioration
of the "harsh pay and benefit reductions on our coworkers" should
be shared with passenger service employees.

          "Play by the rules," Flight Attendants Says

The Association of Flight Attendants-CWA, AFL-CIO, wants the
Debtors to play by the rules.  Timothy D. Battin, Esq., at Straus
& Boies, in Fairfax, Virginia, explains that in their opposition
to reconsideration, the Debtors introduced new evidence and new
testimony that was not included at the hearing.  The Debtors
argued, without testimony from the hearing, that their benefits
cost are 13% of wages, not 15.6% as established by the evidence.
Further, the Debtors claimed that the proposed interim reduction
was calculated to yield $630,000 per month in benefit savings.
However, no evidence from the hearing supports this assertion and
the Debtors' witnesses never corroborated this calculation.  The
Debtors should not be allowed to bring new evidence to this
matter, Mr. Battin says.

                   Debtors Respond to IAM Fund

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
contends that the trustees of the IAM National Pension Plan do not
have the right to terminate the Debtors' participation in the
Plan.  The IAM National Pension Fund relied on a provision in the
Charter that states the Trustees "may terminate the participation
of the employees and the Employer in the Fund if the successor
collective bargaining agreement . . . reduces the contribution
rate."  This provision does not apply in the Debtors' because the
Court Order provides only interim reduction from a collective
bargaining agreement; it does not create a new or "successor"
collective bargaining agreement.

The IAM Fund argued that a temporary reduction of the Debtors'
contribution to a flat 3% should be rescinded because this
percentage does not allow the Fund to grant pension credit or
establish pension benefits.  This is not true, Mr. Leitch says.
The Debtors' contribution will equal the product of the hourly
contribution rates times the hours worked by employees that are
reported to the Fund.  The Debtors' methodology is consistent with
past practices and determining rates in this manner comports with
the Fund's existing administration.  Thus, because there is a
reasonable method for determining an employee's hourly
contribution rate, pension credit accruals can be calculated and
there is no reason to rescind the flat 3% contribution rate that
was ordered by the Court.

                          *     *     *

Judge Mitchell denies the IAM's and AFA's requests for
reconsideration.

           Communications Workers of America Appeals

Pursuant to 28 U.S.C. Section 158(a), the Communications Workers
of America, AFL-CIO, will take an appeal from Judge Mitchell's
order authorizing interim wage and benefits reduction to the U.S.
District Court for the Eastern District of Virginia.

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

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

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

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


US AIRWAYS: Flight Attendants Mail Strike Ballots to Members
------------------------------------------------------------
Following up on its threat to launch a nationwide strike in the
event that one of its contracted airlines abrogates its collective
bargaining agreement, the Association of Flight Attendants-CWA
mailed out more than 5,000 strike authorization ballots to its
members employed by US Airways.

"This is a wakeup call to those in airline management whose greed
has far outpaced its carrier's need," declared Patricia Friend,
AFA international president.  "Flight attendants will not
passively stand by while their employers manipulate the courts to
destroy our livelihoods.  Enough is enough."

Two of the nation's largest airlines, United Airlines and US
Airways, have asked federal bankruptcy courts for permission to
unilaterally tear up negotiated agreements with their workers,
terminate their retirement plans and attack medical benefits for
retirees.  In response to this threat, the AFA Board of Directors
last week approved a resolution calling for a strike should
management engage in this form of "self-help."  Such a job action
would be in the form of CHAOS(TM) (Create Havoc Around Our
System), AFA's trademarked tactic of surprise work stoppages on
flights, dates and locations of its choosing.

Talks between AFA and US Airways aimed at reaching a consensual
agreement took place this past week and are continuing over the
weekend.

Ballots are being prepared for United Airlines, ATA and Hawaiian
as well.  In the event of a strike, secondary activity may take
place at other carriers.

More than 46,000 flight attendants join together to form AFA, the
world's largest flight attendant union.  AFA --
http://www.afanet.org/-- is part of the 700,000 member strong
Communications Workers of America, AFL-CIO.

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

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

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

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


US ENERGY: Bell Coast Amends Sheep Mountain Acquisition Terms
-------------------------------------------------------------
Mr. Rahoul Sharan, President of Bell Coast Capital Corp. reported
that it is proceeding with its due diligence of the Sheep Mountain
uranium mines and properties held by US Energy Corp. (Nasdaq
SC:USEG) and Crested Corp. (BB:CBAG) doing business as USECC.

As part of its due diligence, Bell Coast and USECC have re-
negotiated the total acquisition cost of the Sheep Mountain
project.  Bell Coast will now make payments up to $4,050,000 and 4
million shares of Bell Coast common stock to US Energy and
Crested.  The initial $100,000 is a non-refundable deposit.  The
balance of cash and the shares will be paid by installment through
December 29, 2007 starting when Bell Coast completes due diligence
and the definitive agreement for Bell Coast to acquire a 50%
interest in the properties is signed.  In the event that uranium
prices rise above $30 per pound for a period of 30 consecutive
days, an additional $3 million (as opposed to $6 million
previously) in cash will be paid to USECC and Crested.  Bell Coast
will be responsible for the first $500,000 of exploration at Sheep
Mountain.  This letter agreement remains subject to the approval
of the TSX Venture Exchange.

Bell Coast has also signed an engagement letter with Canaccord
Capital Corporation whereby Canaccord will act as Agent, on a
commercially reasonable efforts basis, to conduct a private
placement to raise up to $3,000,500 for Bell Coast.  The placement
will consist of up to 17,650,000 units at a price of $0.17 per
unit.  Each unit will consist of one common share of Bell Coast
and one-half of one transferable share purchase warrant.  Each
whole warrant will be exercisable into one common share for a
period of 2 years from closing at a price of $0.25.  This
financing is subject to Canaccord's review of the proposed terms
and conditions of the acquisition and its own due diligence and,
in the event these matters are satisfactory to Canaccord, the
financing will be scheduled to close concurrently with the
acquisition of the interest in the Sheep Mountain project.

The offering will also include an over-allotment option under
which the Agent may solicit and accept subscriptions for an
additional 6,000,000 units ($1,020,000) from purchasers.
Canaccord will be paid an 8% cash commission and agent warrants
equal to 10% of the offering sold. Each agent warrant will be
exercisable into a common share at $0.17 per share for a period of
two years from closing.

The Agent will also be paid a fee of 250,000 units having the same
terms as the units offered and an administration fee of $5,000.

The proceeds of this financing will be used to fund the
acquisition of 50% of the Sheep Mountain uranium mines from
USECC., to do further exploration work on the Sheep Mountain
project and general working capital.

Bell Coast has retained the services of Stuart Wallis, P.G., P.
Geo of Roscoe Postle Associates Inc., to assist with its due
diligence of the Sheep Mountain Project.

To find out more about Bell Coast Capital Corp., visit our website
at http://www.bellcoastcapital.com/

              About U.S. Energy Corp. and Crested Corp.

U.S. Energy Corp. and its majority owned subsidiary, Crested
Corp., are engaged in joint business operations as USECC. Through
their subsidiary Rocky Mountain Gas, Inc., they own interests in
over 403,000 gross acres prospective for coalbed methane (CBM) in
the Powder River Basin of Wyoming and Montana and acreage adjacent
to the Greater Green River Basin in southwest Wyoming. This
acreage data includes approximately 100,000 gross acres held by
Pinnacle Gas Resources, Inc., in which RMG owns a minority equity
interest. Certain properties are subject to a definitive agreement
dated July 10, 2001 with CCBM, Inc., a division of Carrizo Oil &
Gas, Inc. of Houston, TX to develop and expand RMG's CBM
properties. USECC owns control of Sutter Gold Mining Company,
which owns properties in California prospective for gold. USECC
also owns various interests in uranium properties in Wyoming and
Utah.

As reported in the Troubled Company Reporter's April 15, 2004
edition, U.S. Energy Corp. (Nasdaq: USEG) and Crested Corp. (OTC
Bulletin Board: CBAG), d/b/a USECC reported that that their
independent auditor, Grant Thornton L.L.P. has issued a going
concern opinion qualifying the financial statements of both
companies for the year ended December 31, 2003, consistent with
the qualified opinions Grant Thornton issued for the seven months
ended December 31, 2002 and the (former) fiscal year ended May 31,
2002.


W.R. GRACE: Confirmation Hearing Set for January 21
---------------------------------------------------
The Honorable Judith K. Fitzgerald of the U.S. Bankruptcy Court
for the District of Delaware will convene a hearing at 9:00 a.m.,
on January 21, 2005, to consider approval of the proposed
Disclosure Statement for the Plan of Reorganization of W. R. Grace
& Co., and its debtor-affiliates.

The Court orders that all objections and other responses to the
Disclosure Statement must be filed and served no later than 4:00
p.m., on December 21, 2004.

Copies of all objections and other responses must be served on:

  * Counsel for the Debtors:

    Ryan B. Bennett, Esq.
    Kirkland & Ellis LLP
    200 East Randolph Drive
    Chicago, Illinois 60601
    Fax: 312-861-2200

          - and -

    Laura Davis Jones, Esq.
    Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C.
    919 North Market Street, 16th Floor
    P.O. Box 8705
    Wilmington, Delaware 19899-8705
    Fax: 302-652-4400

  * Counsel for the Official Committee of Unsecured Creditors:

    Lewis Kruger, Esq.
    Stroock & Strock & Lavan
    180 Maiden Lane
    New York, New York 10038-4892
    Fax: 212-806-6006

          - and -

    Michael R. Lastowski, Esq.,
    Duanne, Morris & Heckscher, LLP
    1100 N. Market Street, Suite 1200
    Wilmington, Delaware 19801-1246

  * Counsel to the Official Committee of Property Damage
    Claimants:

    Scott L Baena, Esq.,
    Bilzin, Sumberg, Dunn, Baena, Price & Axelrod
    First Financial Center
    200 South Biscayne Boulevard, Suite 2500
    Miami, Florida 33131
    Fax: 305-374-7593

          - and -

    Michael B. Joseph, Esq.
    Ferry & Joseph, P.A.
    824 Market Street, Suite 904
    P.O. Box 1351
    Wilmington, Delaware 19899
    Fax: 302-575-1714

  * Counsel to the Official Committee of Personal Injury
    Claimants:

    Elihu Inselbuch, Esq.
    Caplin & Dyrsdale
    399 Park Avenue, 36th Floor
    New York, New York 10022
    Fax: 212-644-6755

          - and -

    Marla Eskin, Esq.,
    Campbell & Levine, LLC
    800 N. King Street, Suite 300
    Wilmington, Delaware 19801
    Fax: 302-246-9947

  * Counsel to the Official Committee of Equity Holders:

    Thomas M. Mayer, Esq.,
    Kramer Levin Naftalis & Frankel LLP
    919 Third Avenue, New York, New York 10022
    Fax: 212-715-8000

          - and -

    Teresa K.D. Currier, Esq.,
    Klett Rooney Lieber & Schorling
    1000 West Street, Suite 1410
    P.O. Box 1397
    Wilmington, Delaware 19899-1397
    Fax: 302-552-4220

  * Counsel to the Future Claimants Representative:

    Richard H. Wyron, Esq.
    Swidler Berlin Shereff Friedman, LLP
    3000 K Street, NW, Suite 300
    Washington, DC 20007
    Fax: 202-424-7643

          - and -

    John C. Phillips Jr., Esq.,
    Phillips, Goldman & Spence, P.A.
    1200 North Broom Street
    Wilmington, Delaware 19806
    Fax: 302-655-4210

  * Office of the United States Trustee
    Attn: Frank J. Perch
    844 N. King Street
    Wilmington, Delaware 19801
    Fax: 302-573-6497

As reported in the Troubled Company Reporter on Nov. 15, 2004,
W. R. Grace & Co. filed a Plan of Reorganization as well as
several associated documents, including a Disclosure Statement,
with the U.S. Bankruptcy Court in Delaware in connection with its
Chapter 11 reorganization proceeding.

A full-text copy of the Plan is available at no charge at:

     http://bankrupt.com/misc/Grace_Chapter_11_Plan.pdf

A full-text copy of the Disclosure Statement is available at no
charge at:

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

A copy of the Debtors' historical, pro forma and prospective
financial information is available at no charge at:

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

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 Company and its debtor-
affiliates 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, Young, Jones & Weintraub, represent the Debtors in
their restructuring efforts.


WHOLE AUTO: Moody's Puts Ba3 Rating on $55 Mil. Class D Sub. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a rating of Prime-1 to the
class A-1 money market tranche and long-term ratings of Aaa, A1,
Baa1 and Ba3 to the remaining classes of notes issued in the term
securitization of prime automobile loans by Whole Auto Loan Trust
2004-1 -- WALT 2004-1.

The ratings are based on:

   (1) the quality of the underlying automobile loans and their
       expected performance;

   (2) the strength of the transaction structure;

   (3) the enhancement provided by subordination,
       overcollateralization and available excess spread; and

   (4) the ability of the various parties performing servicing
       functions.

In addition, the Prime-1 rating of the class A-1 notes is based on
the expected cashflows on the underlying receivables during the
collection periods prior to the class A-1 final maturity date.

This is the third such transaction to be executed by Bear Stearns
and its affiliates.  The first, Whole Auto Loan Trust 2002-1,
closed in December 2002.  The key structural elements of the three
transactions are comparable.  Similar to the WALT 2003-1
transaction, WALT 2004-1 also sourced retail auto loan from each
of the "Big Three" U.S. auto manufacturers.

Issuer: Whole Auto Loan Trust 2004-1

   * $548,000,000 Class A-1 2.15% Senior Notes, rated Prime-1
   * $608,000,000 Class A-2A 2.59% Senior Notes, rated Aaa
   * $25,000,000 Class A-2B 4.68% Senior Notes, rated Aaa
   * $432,000,000 Class A-3 2.96 Senior Notes, rated Aaa
   * $309,720,000 Class A-4 3.26% Senior Notes, rated Aaa
   * $50,333,000 Class B 3.13% Senior Notes, rated A1
   * $20,133,000 Class C 3.37% Senior Notes, rated Baa1
   * $55,366,000 Class D 5.60% Subordinate Notes, rated Ba3

WALT 2004-1 was formed in October 2004 by Bear Stearns Asset
Backed Funding II Inc. (the depositor and a subsidiary of The Bear
Stearns Companies, Inc. (rated A1/Prime-1)), and Wilmington Trust
Company as owner trustee.  Over the course of the past three
years, Bear Stearns has purchased approximately $12 billion of
prime auto retail installment sale contracts from DaimlerChrysler
Services North America LLC, Ford Motor Credit Company, Volvo
Finance North America, Inc., and General Motors Acceptance Corp.
on a whole loan sale, servicing-retained basis.  The transactions
were completed on a true sale, non-recourse basis, with Bear
Stearns owning a 100% economic interest in the collateral.  The
receivables pool securing the WALT 2004-1 notes is comprised only
of loans originated by DCS, Ford Credit and GMAC.

Nominally, the servicer of the WALT 2004-1 receivables is Bear
Stearns Asset Receivables Corp., an affiliate of the depositor and
Bear, Stearns & Co. Inc.  However, the servicer will subcontract
with each of the three receivables servicers (DCS, Ford Credit and
GMAC) to collect amounts due on the receivables.  Additionally,
the servicer will perform the servicer's data administration
obligations.  The Bear Stearns Companies Inc., the parent of the
servicer, will guarantee the obligations of the servicer under the
sale and servicing agreement.

     Senior and Subordinated Notes Issued from Owner Trust
                   "Concurrent Pay" Structure

The WALT 2004-1 transaction is a senior-subordinate, "concurrent
pay" structure.  Until the class A-1 money market notes are fully
repaid, all principal payments will be allocated to the class A-1
notes.  Each month thereafter, principal will be allocated to each
class in an amount sufficient to maintain the target enhancement
level for that class; this target enhancement level is the
combined amount of overcollateralization and subordination.

The minimum amount of overcollateralization is the greater of
1.40% of the outstanding adjusted principal balance of the
receivables or 1.00% of the initial adjusted principal balance of
the pool.  Once the amount of overcollateralization equals 1.00%
of the initial adjusted pool balance, it will become an increasing
percentage of the note principal balance.  As a result, an equal
level of enhancement can be provided to the senior classes by
substituting subordination with a now larger amount of
overcollateralization.  This allows the subordinate classes to be
paid down more quickly.  If certain triggers are breached, the
principal payment priority will revert to a pure sequential pay
structure, thereby creating more credit enhancement for the senior
classes of notes.

     Discounting Mechanism Increase's Pool's Effective WAC
          Notes Exceed Adjusted Pool Balance By 1.75%

In order to boost the pool's WAC, which at 3.97% reflects the
inclusion of a large proportion of subvened loans, the adjusted
principal balance of all receivables with an

APR less than 6.75% per annum will be calculated monthly to equal
the present value of all scheduled payments on those receivables,
discounted from the due date at the rate of 6.75% per annum.  This
calculation brings the pool's effective WAC up to 7.73% as of
closing.

The securities issued exceed the initial adjusted pool balance by
1.75%.  The initial overissuance amount is expected to become
fully collateralized and the additional overcollateralization to
build to the target amount through the application of excess
spread over approximately the first 8 to 10 months of the
transaction.


* BOND PRICING: For the week of November 15 - November 19, 2004
---------------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Comm.                         3.250%  05/01/21    18
Adelphia Comm.                         6.000%  02/15/06    18
AMR Corp.                              4.500%  02/15/24    69
AMR Corp.                              9.000%  08/01/12    69
AMR Corp.                              9.000%  09/15/16    68
AMR Corp.                             10.200%  03/15/20    61
Applied Extrusion                     10.750%  07/01/11    60
Armstrong World                        6.350%  08/15/03    68
Bank New England                       8.750%  04/01/99    10
Burlington Northern                    3.200%  01/01/45    56
Calpine Corp.                          7.750%  04/15/09    64
Calpine Corp.                          7.785%  04/01/08    69
Calpine Corp.                          8.500%  02/15/11    64
Calpine Corp.                          8.625%  08/15/10    66
Comcast Corp.                          2.000%  10/15/29    44
Delta Air Lines                        7.711%  09/18/11    71
Delta Air Lines                        7.900%  12/15/09    53
Delta Air Lines                        8.000%  06/03/23    62
Delta Air Lines                        8.300%  12/15/29    40
Delta Air Lines                        9.000%  05/15/16    41
Delta Air Lines                        9.250%  03/15/22    41
Delta Air Lines                        9.750%  05/15/21    42
Delta Air Lines                       10.000%  08/15/08    63
Delta Air Lines                       10.125%  05/15/10    53
Delta Air Lines                       10.375%  02/01/11    52
Dobson Comm. Corp.                     8.875%  10/01/13    68
Evergreen Int'l Avi.                  12.000%  05/15/10    72
Falcon Products                       11.375%  06/15/09    54
Federal-Mogul Co.                      7.500%  01/15/09    29
Finova Group                           7.500%  11/15/09    48
Iridium LLC/CAP                       14.000%  07/15/05    12
Inland Fiber                           9.625%  11/15/07    45
Kaiser Aluminum & Chem.               12.750%  02/01/03    20
Lehmann Bros. Hldg.                    6.000%  05/26/05    64
Level 3 Comm. Inc.                     2.875%  07/15/10    71
Level 3 Comm. Inc.                     6.000%  09/15/09    61
Level 3 Comm. Inc.                     6.000%  03/15/10    56
Liberty Media                          3.750%  02/15/30    70
Liberty Media                          4.000%  11/15/29    74
Mirant Corp.                           2.500%  06/15/21    72
Mirant Corp.                           5.750%  07/15/07    70
Mississippi Chem.                      7.250%  11/15/17    58
National Vision                       12.000%  03/30/09    62
Northern Pacific Railway               3.000%  01/01/47    57
Northwest Airlines                     7.975   03/15/08    74
Nutritional Src.                      10.125%  08/01/09    65
Oglebay Norton                        10.000%  02/01/09    61
O'Sullivan Ind.                       13.375%  10/15/09    42
Owens Corning                          7.000%  03/15/09    69
Owens Corning                          7.500%  05/01/05    71
Owens Corning                          7.500%  08/01/18    74
Pegasus Satellite                     12.375%  08/01/06    64
Pegasus Satellite                     13.500%  03/01/07     0
Pen Holdings Inc.                      9.875%  06/15/08    54
RCN Corp.                             10.000%  10/15/07    46
RCN Corp.                             10.125%  01/15/10    53
RCN Corp.                             11.125%  10/15/07    53
Reliance Group Holdings                9.000%  11/15/00    23
RJ Tower Corp.                        12.000%  06/01/13    74
Syratech Corp.                        11.000%  04/15/07    49
Trico Marine Service                   8.875%  05/15/12    52
Tower Automotive                       5.750%  05/15/24    61
United Air Lines                       9.125%  01/15/12     7
United Air Lines                      10.670%  05/01/04     7
Univ. Health Services                  0.426%  06/23/20    58
Westpoint Stevens                      7.875%  06/15/08     0
Zurich Reinsurance                     7.125%  10/15/23    63

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

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

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

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

                          *********

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

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo and Peter A. Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

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

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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