TCR_Public/041229.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, December 29, 2004, Vol. 8, No. 286

                           Headlines

360NETWORKS INC: Delinquent in Filing Financial Reports
AB DICK: Has Until May 31 to Decide on Henrietta & Niles Leases
ADELPHIA COMMS: Files Annual Report & Audited Financial Statements
ALOE SPLASH INC: Voluntary Chapter 11 Case Summary
ANDROSCOGGIN ENERGY: Section 341(a) Meeting Slated for Jan. 4

ANY MOUNTAIN LTD: Case Summary & Largest Unsecured Creditors
APPLIED EXTRUSION: Sept. 30 Balance Sheet Upside-Down by $5.8 Mil.
ARMSTRONG WORLD: Plans to Cut 240 Jobs After Flooring Sales Fall
ARMSTRONG WORLD: Names F. Grasberger as Vice President & CFO
ATA AIRLINES: Details of the Southwest Asset Purchase Agreement

ATA AIRLINES: NatTel LLC Appealing Chicago Midway Asset Sale Order
ATA AIRLINES: Asks Court to Approve Southwest's $47M DIP Financing
ATHLETE'S FOOT: Great American 114-Store Liquidation is Underway
BARON CAPITAL: Gets Court Nod to Hire Frank & Frank Counsel
BARON CAPITAL: Section 341(a) Meeting Slated for January 21

BERNARD TECHNOLOGIES INC: Voluntary Chapter 11 Case Summary
BIB HOLDINGS: Subsidiary Retains S. Beebe Chief Technology Officer
BICO INC: Shares Now Trading on the OTC Bulletin Board
BLOUNT INT'L: Elects R. Kennedy & J. Collins to Board of Directors
CEDAR BRAKES: S&P Places Junk Ratings on CreditWatch Positive

COMMERCE ONE: U.S. Trustee Appoints 2-Member Creditors Committee
COVANTA: Lake II Emerges from Bankruptcy & Signs New Agreement
COVANTA ENERGY: Liquidating Trustee Asks Court to Close 52 Cases
COVANTA ENERGY: Court Closes 22 Chapter 11 Cases
COVENTRY HEALTH: Sets Jan. 28 for Shareholders to Vote on Merger

DII/KBR: District Court Affirms Prepackaged Plan of Reorganization
DII/KBR: Gets Court Nod to Employ Godwin Gruber as Special Counsel
DII/KBR: Employs Mesirow Financial as Restructuring Accountants
E.CONRAD TRUCKING: Brings-In Steven Diller as Bankruptcy Counsel
EAGLEPICHER INC: Revises Earnings Guidance for Fiscal Year 2004

EB2B COMMERCE: Dec. 31 Balance Sheet Upside-Down by $4 Million
ELECTRIC & GAS: Oct. 31 Balance Sheet Upside-Down by $141,443
ENRON CORP: PBM Employees Demand Payment Under Split-Dollar Pacts
EXIDE TECHNOLOGIES: Court Appoints Referee to Distribute Funds
FEDERAL-MOGUL: Judge Lyons Approves U.S.-U.K. Court Protocol

FEDERAL-MOGUL: Mt. McKinley Wants More Time to Conduct Discovery
FLORSHEIM GROUP: Creditors Must File Proofs of Claim by Jan. 21
FREEPORT-MCMORAN: S&P Upgrades Corporate Credit Ratings to BB-
FT WILLIAMS: Court Converts Chapter 11 Case to Chapter 7
GATEWAY EIGHT: Files Schedules of Assets and Liabilities

GRACE INDUSTRIES: Wants to Hire Cullen and Dykman as Counsel
GRACE IND: Gets Interim Okay to Use $1.4 Mil. of Cash Collateral
HOME CARE: Files Chapter 11 Joint Plan of Reorganization
INTERMET CORP: Inks Pact with Major Customers to Amend Contracts
INTERSTATE BAKERIES: Has Until March 21 to Decide on Leases

KRAMONT REALTY: Inks $1.25-Bil Merger Pact with Centro Properties
MIIX GROUP: Wants to Retain Traxi as Crisis Managers
MOLECULAR IMAGING: Likely Lease Defaults Spur Going Concern Doubt
NAVISITE INC: Names Stephen J. Pace as Executive Officer
NEXPAK CORP: Judge Kendig Confirms Amended Plan of Reorganization

NORTHWESTERN CORP: Board of Directors Elects Three New Officers
NPS PHARMACEUTICALS: Gets $175 Mil. from Private Notes Placement
ON SEMICONDUCTOR: Updates Guidance Following Sr. Note Purchase
OVERHILL FARMS: Sept. 26 Balance Sheet Upside-Down by $2.5 Million
OWENS CORNING: Appoints Robert B. Smith as Director

PACIFIC GAS: Appoints Patricia Lawicki as Vice President & CIO
PHOENIX: Merger Prompts Company to Change Name to Lighting Science
PREMIER CONCEPTS: Taps Barash & Everett as Bankruptcy Counsel
PROSOFTTRAINING: Gets Nasdaq Delisting Notice
RCN CORP: Judge Drain Approves City of Chicago Release Pact

RYLAND: Subsidiary Guarantees Spur S&P to Up Senior Debt Ratings
TECHNEGLAS INC: Has Exclusive Right to File Plan Until April 29
TECHNEGLAS INC: Creditors Must File Proofs of Claim by Jan. 14
TODD MCFARLANE: Hires Squire Sanders as Bankruptcy Counsel
TODD MCFARLANE: Section 341(a) Meeting Slated for Jan. 25

TRUMP HOTELS: Summary of Prepackaged Plan & Disclosure Statement
TRUMP HOTELS: Classification & Treatment of Claims & Interests
TRUMP HOTELS: DIP Financing Objections Must be Filed by Dec. 31
UAL CORPORATION: Judge Darrah Reverses Bankruptcy Court Order
US AIRWAYS: Creditors Committee Hiring MergeGlobal as Consultants

US AIRWAYS: Retiree Committee Hiring Watson Wyatt as Consultant
US AIRWAYS: Assumes Diners Club Card Agreement
VIROTECH CORP: Needs $3 Million Operating Capital for Next Year
VARTEC TELECOM: U.S. Trustee Picks 9-Member Creditors' Committee
VLASIC FOODS: Responds to Campbell's Story in $250M Spin-Off Suit

W.R. GRACE: Equity Committee Taps Lexecon as Asbestos Consultant
YUKOS OIL: Notice Says Dec. 19 Auction Violates US Bankruptcy Law

* Upcoming Meetings, Conferences and Seminars

                           *********

360NETWORKS INC: Delinquent in Filing Financial Reports
-------------------------------------------------------
In a notice dated December 7, 2004, the Ontario Securities
Commission reported that 360networks, Inc., is delinquent in its
Annual Financial Statements.  Ontario securities law requires that
Annual Financial Statements be filed within 140 days of the fiscal
year end.

According to the Ontario Securities Commission, 360networks has
not filed interim financial statements within 60 days of its
quarter end, as required by Section 77 of the Ontario Securities
Act.  Furthermore, 360networks has not filed an AIF within 140
days of the fiscal year end, as required by OSC Rule 51-501.

"The company was Cease traded by the Ontario Securities commission
on July 19, 2002."

Headquartered in Vancouver, British Columbia, 360networks, Inc. --
http://www.360.net/-- is a leading independent provider of fiber  
optic communications network products and services worldwide.  The
Company and its 22 debtor-affiliates filed for chapter 11
protection on June 28, 2001 (Bankr. S.D.N.Y. Case No. 01-13721),
obtained confirmation of a plan on October 1, 2002, and emerged
from chapter 11 on November 12, 2002. Alan J. Lipkin, Esq., and
Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, represent
the Company before the Bankruptcy Court.  When the Debtors filed
for protection from its creditors, they listed $6,326,000,000 in
assets and $3,597,000,000 in liabilities.  (360 Bankruptcy News,
Issue No. 78; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


AB DICK: Has Until May 31 to Decide on Henrietta & Niles Leases
---------------------------------------------------------------
The Honorable John L. Peterson of the U.S. Bankruptcy Court for
the District of Delaware gave A.B. Dick Company and its debtor-
affiliates an extension until May 31, 2005, to decide whether to
assume, assume and assign, or reject unexpired leases of
nonresidential real property located in Henrietta, New York, and
Niles, Illinois, pursuant to Section 365(d)(4) of the Bankruptcy
Code.

When the Debtors sold their assets to Silver Acquisitions Corp. in
November, the Henrietta and Niles property leases were excluded.   
However, the Asset Purchase Agreement between A.B. Dick and Silver
requires the Debtors to sublease the Henrietta Property to Silver
for six months following the closing of the sale.  The Debtors
also agreed to permit Silver to use the Niles Property until such
time that Silver and the landlord can negotiate a new lease
agreement.

The Court accepted the Debtors' argument that the extension os a
fair and logical result that is consistent with the approval of
A.B. Dick's asset sale.

Headquartered in Niles, Illinois, A.B.Dick Company --
http://www.abdick.com/-- is a global supplier to the graphic arts  
and printing industry, manufacturing and marketing equipment and
supplies for the global quick print and small commercial printing
markets.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Del. Lead Case No. 04-12002) on
July 13, 2004.  Frederick B. Rosner, Esq., at Jaspen Schlesinger
Hoffman, and H. Jeffrey Schwartz, Esq., at Benesch, Friedlander,
Coplan & Aronoff LLP represent the Debtors in their restructuring
efforts.  Richard J. Mason, Esq., at McGuireWoods, LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtor
filed for protection from its creditors, it listed over
$10 million in estimated assets and over $100 million in estimated
liabilities.


ADELPHIA COMMS: Files Annual Report & Audited Financial Statements
------------------------------------------------------------------
Adelphia Communications Corporation (OTC: ADELQ) filed its annual
report on Form 10-K for the year ended Dec. 31, 2003 with the U.S.
Securities and Exchange Commission, including audited financial
statements for the years 2003, 2002 and 2001 and related
disclosures concerning the company's results of operations and
financial condition during those periods.  The Form 10-K filing is
the product of a massive 20-month effort, under new management, by
teams of accountants who combed through millions of ledger entries
in order to present an accurate picture of the company's past
performance in the context of its June 2002 bankruptcy filing and
the filing of criminal charges against certain members of the
Rigas family and other former members of management.

"This filing is a major milestone for Adelphia," said Bill
Schleyer, chairman and CEO of Adelphia.  "While the 10-K presents
mostly historic data, it provides the clearest picture yet of the
challenges that the company faced and the incredible amount of
work that has been done over the last two years to transform
Adelphia's business, competitive position, financial reporting and
corporate governance."

Mr. Schleyer continued, "Under the leadership of our President and
COO Ron Cooper, the company's operational transformation over
nearly two years is nothing short of astounding.  At the start of
2003, only 65 percent of our customers could receive high speed
Internet service and hardly any Adelphia customers were able to
receive high definition TV, video-on-demand or digital video
recorder services.  Today, thanks to investment in the most
advanced equipment and systems, and an amazing effort by
Adelphia's dedicated employees, 95 percent of our homes passed can
receive two-way digital video and high-speed Internet service.  
Increasing numbers of our homes passed can also receive high-
definition TV, video-on-demand and digital video recorder service.  
We have also completely overhauled our customer care organization,
consolidating more than 70 outmoded call centers into 12 state of
the art centers and repackaged our digital cable offerings in ways
that are compelling and simple for the consumer.

"In addition, we have adopted transparent, progressive corporate
governance policies and, since the bankruptcy filing, replaced our
entire board of directors with a new board where six of seven
members are independent," Mr. Schleyer added.

Said Vanessa Wittman, Adelphia's executive vice president and
chief financial officer, "The magnitude of the accounting
challenge was stunning.  Our teams of accountants, led by Chief
Accounting Officer Scott Macdonald, rose to the challenge,
investing tens of thousands of man hours to reconstruct Adelphia's
books and records from the ground up and restore credibility to
our financial accounting and reporting processes. We thank Scott,
his team, and our auditors for the huge effort that went into this
project.  This was a vital step toward our overall objective to
restore value to our constituents through either a sale or
independent emergence from Chapter 11."

Ms. Wittman added, "We are extremely proud of the significant
progress we've made at Adelphia, which is a credit to our
employees, who have persevered despite uncertainty about the
company's future.  While there is still more work to be done, we
are a vastly different company today and we have achieved real
operational and financial momentum."

As previously announced, Adelphia is conducting a sale process for
the company as a whole or in seven strategic clusters.  At the
same time, it is actively pursuing the option of emerging from
Chapter 11 bankruptcy as an independent entity.  The company is
pursuing the dual track process to determine which alternative is
in the best interest of the company's constituents.

A copy of the Adelphia 10-K is available for download at
http://www.adelphia.com/ Investors should not rely on Adelphia's  
periodic and other reports filed before May 24, 2002.

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.


ALOE SPLASH INC: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Aloe Splash, Inc.
        7777 East Paradise Lane, Suite 100
        Scottsdale, Arizona 85260

Bankruptcy Case No.: 04-22170

Type of Business: The Company manufactures beverages with aloe
                  vera in different flavors.
                  See http://www.aloesplash.com/

Chapter 11 Petition Date: December 27, 2004

Court: District of Arizona (Phoenix)

Debtor's Counsel: John R. Worth, Esq.
                  Forrester & Worth, PLLC
                  3636 North Central Avenue, Suite 700
                  Phoenix, Arizona 85012
                  Tel: (602) 258-2728
                  Fax: (602) 271-4300

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

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


ANDROSCOGGIN ENERGY: Section 341(a) Meeting Slated for Jan. 4
-------------------------------------------------------------
The U.S. Trustee for Region 1 will convene a meeting of
Androscoggin Energy LLC's creditors at 10:00 a.m., on
Jan. 4, 2005, at the Office of the U.S. Trustee, 537 Congress
Street, Room 302, Portland, Maine 04101.  This is the first
meeting of creditors required under 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 Boston, Massachusetts, Androscoggin Energy LLC,
owns, operates, and maintains an approximately 150-megawatt,
natural gas-fired cogeneration facility in Jay, Maine.  The
Company filed for chapter 11 protection on November 26, 2004
(Bankr. D. Me. Case No. 04-12221).  Michael A. Fagone, Esq., at
Bernstein, Shur, Sawyer & Nelson represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $207,000,000 and total
debts of $157,000,000.


ANY MOUNTAIN LTD: Case Summary & Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Any Mountain, Ltd.
        71 Tamal Vista Boulevard
        Corte Madera, California 94925

Bankruptcy Case No.: 04-12989

Type of Business: The Company owns and operates ten specialty
                  outdoor stores throughout the San Francisco Bay
                  Area offering everything from ski and snowboard
                  gear to tents, footwear, outerwear, and more.
                  See http://www.anymountain.net/

Chapter 11 Petition Date: December 23, 2004

Court: Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Michael C. Fallon, Esq.
                  Law Offices of Michael C. Fallon
                  100 East Street #219
                  Santa Rosa, California 95404
                  Tel: (707) 546-6770

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
Salomon & Jim Holleman                                $1,466,515
PO Box 402290
Atlanta, Georgia 30384

Rossignol                        product                $486,234
PO Box 1556
Williston, Vermont 05495

Burton Corporation               product                $382,001
PO Box 11626
Tacoma, Washington 98411

Skis Dynastar                    product                $368,063
95 Winter Sport Lane
PO Box 466
Williston, Vermont 05495

Royal Robbins                    product                $342,347
PO Box 49303
San Jose, California 95161

Columbia Sportswear              product                $289,514
PO Box 932762
Atlanta, Georgia 31193

Belzer, Hulchiy & Murray                                $249,669
3650 Mt. Diablo Boulevard. #130
Lafayette, California 94549

Couloir                                                 $228,752
270 West 7th Avenue
Vancouver BC V5Y 1M1 Canada

Atomic Ski                                              $214,744
9 Columbia Drive
Amherst, New Hampshire 03031

Fera International               product                $192,037

Mountain Hardwear                product                $189,206

Patagonia & Watergirl            product                $149,584

Nils                             product                $109,708

SBC Yellow Pages                 advertising            $100,663

Delbello                                                 $92,619

Performance Sports Apparel       product                 $85,036

UTC Sports                       product                 $74,878

O'Neill                          product                 $68,808

Da Kine                                                  $64,985

Tamal Vista Investors 0 Rent     Rent                    $59,911


APPLIED EXTRUSION: Sept. 30 Balance Sheet Upside-Down by $5.8 Mil.
------------------------------------------------------------------
Applied Extrusion Technologies, Inc. (OTC:AETC.PK) reported
preliminary financial results for its year ended Sept. 30, 2004.  
Also, the Company disclosed that GE Commercial Finance had
completed syndication of the remaining $15 million of debtor-in-
possession financing, thereby increasing the total size of the
facility to $125 million, and that, on Dec. 21, 2004, the U.S.
Bankruptcy Court for the District of Delaware had granted the
Company authority to use the full amount of this facility.  This
debtor-in-possession facility now provides the Company with unused
availability of approximately $24 million, which is expected to
provide sufficient liquidity to fund the Company's operations
during the chapter 11 cases.

                  Full Year Fiscal 2004 Results

Sales for fiscal 2004 of $265.5 million were $18.2 million or
seven percent higher compared with fiscal 2003.  A nine percent
increase in unit volume was partially offset by a decrease in
average selling price resulting from the sale of significantly
more lower-priced films as part of the Company's inventory
reduction initiatives.

Gross profit in fiscal 2004 of $32.4 million decreased by
$11.8 million compared with fiscal 2003.  Gross margin of 12.2
percent in fiscal 2004 was 5.7 percentage points lower as compared
to gross margin of 17.9 percent in fiscal 2003.  The decline in
gross margin resulted principally from the impact of substantially
higher raw material cost, and was also affected by the increased
sales of lower-priced films indicated above.

Selling, general and administrative expenses were $22.2 million,
or 8.4 percent of sales, in fiscal 2004, compared with
$23.0 million, or 9.3 percent of sales, in fiscal 2003.

Research and development expense was $7.0 million, or 2.6 percent
of sales, in fiscal 2004 compared with $7.2 million, or
2.9 percent of sales, in fiscal 2003.

Restructuring and impairment charges of $13.3 million were
recognized in fiscal 2004.  A goodwill impairment of $9.9 million
is included in this amount.  The goodwill impairment was
necessitated by the decline in the Company's market value.  The
balance of the restructuring charge represents professionals fees
paid in connection with the Company's previously reported Chapter
11 filing in December 2004.

During fiscal 2004, the Company generated earnings before
interest, taxes, depreciation and amortization (EBITDA) of
$28.9 million, a decrease of $8.5 million or 23 percent compared
with EBITDA of $37.4 million for fiscal 2003.

Interest expense increased $6.8 million to $36.7 million in fiscal
2004 compared to fiscal 2003 due to a higher average outstanding
debt balance on the revolving line of credit combined with
interest due on the term loan with GE Commercial Finance.

Income tax expense of $1.1 million in fiscal 2003 represents an
adjustment to the valuation allowance against deferred taxes.  
Aside from this item, the Company's effective tax rate in fiscal
2004 and fiscal 2003 was zero.

The net loss for fiscal 2004 was $46.8 million, or $3.64 per
share, compared with a net loss of $17.0 million, or $1.33 per
share, for fiscal 2003.

                            Liquidity
  
At Sept. 30, 2004, the Company had borrowings of $46.3 million
pursuant to its revolving line of credit under its prepetition
credit agreement with GE Commercial Finance.  Unused availability
under this revolving credit facility at September 30, 2004 was
approximately $6 million.  The prepetition credit agreement with
GE Commercial Finance was repaid in full with the proceeds of the
Company's debtor-in-possession financing.  With the closing of the
full debtor-in-possession facility, as announced above, the
Company now has approximately $24 million of unused availability.

                Filing of Annual Report on Form 10-K

Additionally, the Company advised that it would not meet the
extended filing deadline of December 30, 2004, provided under its
Notification of Late Filing - Form 12b-25, as reported on
Dec. 14, 2004.  The Company reported that the delay in filing its
annual report on Form 10-K due to the timing and associated
critical demands of its recent prepackaged Chapter 11 filing,
including the evaluation of the financial reporting implications
of the Chapter 11 filing.  The Company anticipates that it will
complete and file its annual report by January 31, 2005.

At Sept. 30, 2004, Applied Extrusion's balance sheet showed a
$5,792,000 stockholders' deficit, compared to a $34,357,000
deficit at Sept. 30, 2003.

Headquartered in New Castle, Delaware, Applied Extrusion
Technologies, Inc. -- http://www.aetfilms.com/-- develops &  
manufactures specialized oriented polypropylene films used
primarily in consumer products labeling and flexible packaging
application.  The Company and its debtor-affiliate filed for
chapter 11 protection on Dec. 1, 2004 (Bankr. D. Del. Case No.
04-13388).  Edward J. Kosmowski, Esq., and Pauline K. Morgan,
Esq., at Young Conaway Stargatt & Taylor and Sheldon K. Rennie,
Esq., at Fox Rothschild O'Brien & Frankel LLP represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $407,912,000 in
total assets and $414,957,000 in total debts.


ARMSTRONG WORLD: Plans to Cut 240 Jobs After Flooring Sales Fall
----------------------------------------------------------------
On November 30, 2004, Armstrong Holdings, Inc., announced plans to
eliminate approximately 240 salaried jobs, largely in Armstrong
World Industries' North American flooring operations.   The
workforce reductions are planned over the next four months,
Armstrong World Industries' Assistant Secretary Walter T. Gangl
informs the Securities and Exchange Commission.

The jobs eliminated include approximately 95 account
representative jobs affected by a major retailer's decision to use
a third party to merchandise Armstrong products in its stores.  
The other eliminations were taken in response to customer-driven
changes in the marketplace.  In response, Mr. Gangl says, the
Company plans increased marketing and product development
initiatives to help the Company improve competitiveness.  "The
costs of these initiatives have not been determined.

According to Mr. Gangl, the Company expects to record aggregate
charges of $5.7 million during the fourth quarter of 2004 and the
first quarter of 2005 for termination and outplacement assistance
to the affected employees.  The charges will be recorded in
"Restructuring and Reorganization Charges, Net."  Upon completion,
Mr. Gangl says, the annualized net impact of the workforce
reduction is expected to reduce expenses by approximately
$9.5 million.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major  
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company and
its debtor-affiliates filed for chapter 11 protection on
December 6, 2000 (Bankr. Del. Case No. 00-04469).  Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell C.
Silberglied, Esq., at Richards, Layton & Finger, P.A., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$4,032,200,000 in total assets and $3,296,900,000 in liabilities.
(Armstrong Bankruptcy News, Issue No. 70; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ARMSTRONG WORLD: Names F. Grasberger as Vice President & CFO
------------------------------------------------------------
Armstrong World Industries, Inc., has decided to replace its
current senior vice president and chief financial officer, and has
sought a qualified candidate who possesses the requisite
experience and leadership qualities to fill that position.  After
conducting an extensive search for a candidate, AWI determined
that F. Nicholas Grasberger is the appropriate individual for the
position.

Immediately prior to joining AWI, Mr. Grasberger was the Vice
President and Chief Financial Officer of Kennametal, Inc., a
$2-billion, global manufacturer of branded cutting tools used in
industrial applications.  Before being employed by Kennametal,
from 1989 to 2000, Mr. Grasberger was employed in various treasury
roles at H.J. Heinz Company.

As a result of his tenure with Kennametal and Heinz, Mr.
Grasberger has gained significant leadership and corporate finance
experience that AWI believes will be invaluable to the company and
the success of its reorganization effort.

Accordingly, AWI seeks the Court's authority to employ Mr.
Grasberger as its Senior Vice President and Chief Financial
Officer, effective as of January 1, 2005.

The material terms of Mr. Grasberger's employment are:

    (1) Base Salary

        Mr. Grasberger's starting base salary is $450,000
        annually.

    (2) Management Achievement Plan

        Mr. Grasberger will be eligible to participate in AWI's
        Management Achievement Plan, pursuant to which he will
        receive a target bonus equal to 60% of his annual Base
        Salary earnings.  The actual amount of his Annual Bonus
        will be based on corporate operating income results.
        The Annual Bonus for 2005 is payable in February 2006,
        and will be subject to the terms and conditions of the
        Management Achievement Plan.

    (3) Long-term Incentive Plan

        Mr. Grasberger will be eligible to receive an annual
        long-term incentive award with a target present value of
        180% of his annualized base salary.  During AWI's
        Chapter 11 case, Long-Term Incentive compensation has been
        delivered in the form of cash incentive awards based on
        corporate operating income results.  Mr. Grasberger is
        expected to receive a $810,000 long-term cash incentive
        award in February 2005, with a performance-based payment
        to occur in early 2007.

    (4) Emergence Equity Awards

        At AWI's emergence from its Chapter 11 case, Mr.
        Grasberger will receive Emergence Equity Awards
        consisting of 41,400 shares of restricted stock and
        124,2000 non-qualified stock options.  This award will
        replace the Long-Term Incentive payment for one year.

    (5) Sign-on Cash Bonus

        Mr. Grasberger will receive a $300,000 cash payment upon
        hiring.  He will be obligated to return the entire amount
        if he voluntarily terminates his employment with AWI
        within one year from the hiring date.

    (6) Cash Retention Program

        This program provides for cash retention payments ranging
        from 20% to 100% of his base salary.  Mr. Grasberger will
        be eligible for a $450,000 cash retention payment payable
        in late December 2005.

    (7) Severance Pay Plan/Individual Change in Control Agreement

        Mr. Grasberger will be eligible to participate in AWI's
        Severance Pay Plan during the course of AWI's Chapter 11
        case.  Under the Severance Pay Plan, should Mr.
        Grasberger be terminated during the pendency of AWI's case
        and qualify for benefits under the terms of the Severance
        Pay Plan, he will receive severance benefits equal to two
        times the sum of the Base Salary and the Annual Bonus at
        target, or approximately $1,440,000.  Subsequent to AWI's
        emergence from Chapter 11, Mr. Grasberger will be eligible
        for a minimum severance payment equal to his annual base
        salary and continued healthcare and life insurance
        benefits at active employee contribution levels for 12
        months if the reason for termination is other than
        voluntary, death, disability, termination for unacceptable
        performance or termination for a cause.

        Mr. Grasberger is also entitled to participate in an
        Indemnification Agreement and an Individual Change in
        Control.  AWI's emergence from Chapter 11 will not
        constitute a change in control under the CIC Agreement.
        In the event of post-emergence change in control, the CIC
        Agreement will extend for three years from the date of the
        CIC event.  Severance benefits will amount to three times
        the sum of base salary and the highest annual bonus earned
        in the three years prior to the termination or the three
        years prior to the CIC event.  If termination were to
        occur before the completion of the first bonus year
        following the effective date of the CIC Agreement, the
        target bonus will be used for severance determination.
        Benefits would continue for three years following Mr.
        Grasberger's termination of employment.

    (8) Benefit Plans

        Mr. Grasberger and his qualified dependents will
        participate in all customary employee benefit plans,
        practices and policies at a level appropriate for his
        position.

    (9) Miscellaneous

        Mr. Grasberger will also participate in AWI's customary
        benefit plans for executives.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major  
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company and
its debtor-affiliates filed for chapter 11 protection on
December 6, 2000 (Bankr. Del. Case No. 00-04469).  Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell C.
Silberglied, Esq., at Richards, Layton & Finger, P.A., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$4,032,200,000 in total assets and $3,296,900,000 in liabilities.
(Armstrong Bankruptcy News, Issue No. 70; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATA AIRLINES: Details of the Southwest Asset Purchase Agreement
---------------------------------------------------------------
As reported in the Troubled Company Reporter on Dec. 22, 2004, the
U.S. Bankruptcy Court for the Southern District of Indiana
approved Southwest Airlines' proposed acquisition of certain of
the Chicago-Midway Airport lease rights of ATA Holdings Corp.  The
bid, which has the backing of the Air Transportation Stabilization
Board and ATA's Official Committee of Unsecured Creditors, is
subject to approval by the City of Chicago.

The salient terms of the Debtors' Asset Purchase Agreement dated
December 22, 2004, with Southwest Airlines Co. are:

(A) Assets to be purchased

    * ATA's right, title and interest in and to the Chicago
      Midway Airport Amended and Restated Airport Use Agreement
      and Facilities Lease dated January 1, 1997, solely with
      respect to six gates including the associated ramp space
      and service facilities at the Midway Airport;

    * All of ATA's right, title and interest in and to the Lease
      of Hangar Facilities at Midway Airport between the City of
      Chicago and American Trans Air, Inc. dated September 1,
      1995, including with respect to facilities, fixtures,
      improvements and appurtenances associated therewith; and

    * the Midway Gate Property and the Midway Hangar Property.

(B) Assumption of Liabilities

    Southwest Airlines will assume and, in due course, pay and
    fully satisfy liabilities and obligations under:

    * the Hangar Lease and the Facilities Lease transferred to
      and assumed by Southwest Airlines; and

    * any other assumed contracts,

    but in each case only those accruing or arising solely from
    or with respect to the period after the Closing.

    However, Southwest Airlines will have the right, upon prior
    written notice to the Sellers, to pay any cure amounts and
    offset the amounts against the Acquisition Price or any other
    amount due to one or more of the Debtors by Southwest.

(C) Purchase Price

    Southwest Airlines will assume at the Closing the Assumed
    Liabilities and pay to or on behalf of ATA an aggregate of
    $40,000,000, subject to adjustments, prorations and any
    offsets.

(D) Closing

    The parties hope to close the transaction as soon as
    possible.  At Closing, ATA will assign and transfer to
    Southwest all of its rights, title and interest to the
    property to be assigned and transferred to Southwest under
    the Agreement, free and clear of liens, claims and interests
    pursuant to Section 363(f) of the Bankruptcy Code.

                     $47,000,000 DIP Facility

Southwest Airlines will provide the Debtors with a postpetition
loan facility of up to $40,000,000 for general working capital
purposes.  In addition, Southwest Airlines will make available up
to $7,000,000 to guaranty ATA Airlines' loan from the City of
Chicago.

The base interest rate on amounts borrowed by the Debtors under
the DIP Facility will be the greater of (a) 8.0% per annum and (b)
the 3-month LIBOR rate plus 5.0% per annum, paid monthly.  The
Chicago Guaranty fee will be 3.0% per annum, paid monthly.

                    $47,000,000 Exit Facility

Southwest Airlines also commits to provide the Debtors with post-
bankruptcy financing through long-term debt refinancing of up to
$47,000,000 for amounts outstanding under the DIP Facility on the
effective date of a Plan of Reorganization for the Debtors and the
Debtors' exit from Chapter 11 protection.  Southwest Airlines will
issue one or more 5-year note to refinance the DIP Facility plus a
replacement guaranty of up to $7,000,000 of the amounts
outstanding under the Chicago Construction Loan.

The base interest rate on the amounts borrowed by Reorganized ATA
under the Exit Facility will be 9.5% per annum, paid semi-
annually.  The New Chicago Guaranty Fee will be 3.0% per annum,
paid monthly.

                  $30,000,000 Equity Investment

On the Effective Date, Southwest Airlines will purchase an
additional $30,000,000 in non-voting convertible preferred equity
of Reorganized ATA.  The Preferred Equity will be convertible into
35.0% of the fully diluted economic ownership of Reorganized
ATA, subject to pro rata dilution for management interests.  The
Preferred Equity (x) will have voting rights only upon certain
events of default, (y) will be senior to the common equity of
Reorganized Ata, and (z) will be convertible into Common Equity,
at Southwest Airlines' option, upon Southwest Airlines' sale or
transfer of the Preferred Equity to a third party and certain
other specified major liquidity events.

              Codeshare and Other Support Agreements

In furtherance of the Debtors' restructuring of their operations,
the parties will codeshare out of Midway and other airports as the
parties will mutually agree, including Las Vegas, Nevada; Seattle,
Washington; Phoenix, Arizona; Los Angeles, California, and
Orlando, Florida, as soon as the Debtors' gates have been
relocated to facilities which will reasonably accommodate
passenger connections and baggage handling between the two
carriers.  The Debtors and Southwest Airlines will also consider
entering into various agreements to support the codeshare
arrangement and other transactions, including with respect to
reservation and ground handling services and sharing frequent
flier programs.

                   Payment of Arrangement Fees

In consideration of Southwest Airlines' commitment to provide
financing and the Equity Investment, the Debtors will pay
Southwest Airlines a 2.5% closing fee for each of the DIP
Facility, Exit Facility and the Equity Investment.

The closing fee for the DIP Facility will be accrued to the
principal amount of the DIP Facility.  The closing fee for the
Exit Facility will be accrued to the principal amount of the
Notes.

The Debtors will also pay Southwest Airlines an unused commitment
fee of 1.0% per annum, paid monthly, for any amounts not drown
pursuant to the DIP Facility and a guaranty fee of 3.0% per annum,
paid monthly, for any amounts guaranteed but not drawn under the
Chicago Guaranty and the New Chicago Guaranty.

                     Plan-Related Provisions

The Debtors will use their best efforts to obtain confirmation of
a Plan by June 30, 2005.  Southwest Airlines will not be obligated
to consummate other transactions contemplated by the Plan if no
order has been entered by the Court confirming the Plan by
September 30, 2005, in which event the closings will be unaffected
and Southwest Airlines will be entitled to exercise any rights
under the DIP Facility.

                 Indemnity on Southwest Airlines

Judge Lorch clarifies that Southwest Airlines is not a successor
to the Debtors or the Debtors' business, and will not incur any
liability as successor, nor will Southwest Airlines otherwise be
liable for any of the Liens, Interests and Claims not expressly
assumed by Southwest Airlines.  Each holder of any of the non-
assumed Liens, Interests and Claims is permanently enjoined from
commencing, continuing or otherwise pursuing or enforcing any
remedy or claim, cause of action or encumbrance against Southwest
Airlines.

                    AirTran as Back-Up Bidder

The Court approves the AirTran bid as a Back-up Bid as provided in
the Bid Procedures.  The Debtors are authorized to pay to AirTran
the $3,250,000 Break Up Fee within two business days after
consummation of the Transaction with Southwest.

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


ATA AIRLINES: NatTel LLC Appealing Chicago Midway Asset Sale Order
------------------------------------------------------------------
Aaron L. Hammer, Esq., at Freeborn & Peters, LLP, notifies the
Bankruptcy Court that NATTEL LLC will take an appeal from Judge
Lorch's order authorizing ATA Airlines to consummate the sale of
their assets at Chicago Midway Airport to Southwest Airlines Co.
to the United States District Court for the Southern District of
Indiana.

NatTel is a creditor of debtor Chicago Express Airlines, Inc.

As reported in the Troubled Company Reporter on Dec. 22, 2004, the
U.S. Bankruptcy Court for the Southern District of Indiana
approved Southwest Airlines' proposed acquisition of certain of
the Chicago-Midway Airport lease rights of ATA Holdings Corp.  The
bid, which has the backing of the Air Transportation Stabilization
Board and ATA's Official Committee of Unsecured Creditors, is
subject to approval by the City of Chicago.

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


ATA AIRLINES: Asks Court to Approve Southwest's $47M DIP Financing
------------------------------------------------------------------
As part of its bid for ATA's assets at Chicago Midway Airport,
Southwest Airlines Co. has committed to provide ATA Airlines,
Inc., with up to $47,000,000 in postpetition financing pursuant to
a Secured Debtor-in-Possession Credit and Security Agreement.

Southwest Airlines agrees to provide up to $40,000,000 in cash
plus a guaranty of up to $7,000,000 for amounts outstanding under
two separate loans made to ATA Airlines by the City of Chicago to
fund a jet bridge extension at Midway.

At October 1, 2004, ATA Airlines' construction loans have an
outstanding principal amount of $6,990,362.  To the extent
Southwest Airlines pays the Debtors' obligations under the Chicago
Construction Loan pursuant to the terms of the Asset Acquisition
Agreement, an equal amount of the Chicago Guaranty will be made
available to the Debtors as cash under the DIP Facility rather
than as a guaranty of the Chicago Construction Loan.

                 Southwest Airlines DIP Financing

On December 21, 2004, the Debtors presented Southwest Airlines'
financing offer before the Court.

ATA Holdings Corp., Ambassadair Travel Club, Inc., ATA Leisure
Corp., Amber Travel, Inc., American Trans Air ExecuJet, Inc., ATA
Cargo, Inc., and Chicago Express Airlines, Inc., and any other
subsidiary of ATA Holdings Corp., guarantee ATA Airlines'
obligations under the Facility.

The DIP Facility and the Chicago Guaranty will be available upon
the satisfaction of certain conditions.  Any amount borrowed will
be immediately deposited in an account with a bank acceptable to
Southwest Airlines.

                             Security

Pursuant to Section 364(c)(2) of the Bankruptcy Code, all loans,
advances and other obligations, liabilities and indebtedness to
Southwest Airlines, including interest, fees and expenses will be
secured by a continuing first priority Lien and security interest
in and to all Primary Collateral of the Debtors, subject only to:

   (i) valid and perfected Liens in existence on the Petition
       Date and junior to such valid and perfected Liens;

  (ii) valid, enforceable and non-avoidable Liens existing as of
       the Petition Date, but perfected after the Petition Date
       pursuant to Section 546(b) only to the extent the
       postpetition perfection is expressly permitted under the
       Bankruptcy Code;

(iii) a $500,000 carve-out; and

  (iv) Permitted Senior Liens, including liens granted pursuant
       to the ATSB Cash Collateral Order and the order
       authorizing the Debtors to obtain secured financing from
       the Indiana Transportation Finance Authority.

"Primary Collateral" will include:

   (1) All property owned or leased by any of the Debtors as of
       December 21, 2004, at the Chicago Midway Airport in which
       Southwest Airlines does not already hold a valid,
       enforceable and perfected lien or security interest and
       the proceeds therefrom; provided, however, that Southwest
       Airlines will not receive liens, security interests or
       operational rights in, or any reversionary interests or
       any right to control or use the Chicago Midway Airport
       terminal facilities that are the subject of the Chicago
       Midway Airport Amended and Restated Use Agreement and
       Facilities Lease themselves or in the Lease for the
       airport terminal facilities;

   (2) Any interests the Debtors have in and to the proceeds, if
       any, from any assumption and assignment of the Lease for
       any Chicago Midway Airport terminal facilities, as
       approved by the Court and subject to any and all City of
       Chicago consents as are required; and

   (3) Any assets of the Debtors if and to the extent
       constituting the collateral pledged to the Indiana
       Transportation Finance Authority or Indianapolis Airport
       Authority pursuant to the Indiana DIP Orders if the
       financing by the State has been repaid at any applicable
       time and the collateral pledged to the State has been
       released.

The Debtors will also grant Southwest Airlines a valid, perfected
and enforceable best priority available liens and security
interests in all encumbered present and future assets and all
proceeds thereof, other than the Excluded Assets and any assets
under Section 1110, to the extent the underlying lease, security
agreement mortgage, trust agreement or other applicable instrument
would prohibit the Debtors' granting of a lien to Southwest
Airlines.

The DIP Collateral will not include any assets or property:

    -- pledged by the Debtors prepetition to the ATSB Lender
       Parties to secure the Debtors' indebtedness under the ATSB
       Loan; and

    -- upon which the Bankruptcy Court will have granted to the
       ATSB Lender Parties a replacement lien pursuant to the
       ATSB Cash Collateral Order.

Other than under the ATSB Cash Collateral Order and Indiana DIP
Orders, no other claim or lien having a priority superior to or
pari passu with those granted to Southwest Airlines will be
granted or allowed while any portion of the Obligations arising
under the DIP Facility remain outstanding.

                            Carve-Out

Southwest Airlines' Liens will be subject to the Carve-out for
fees and expenses arising from claims for:

   (a) quarterly fees required to be paid to the U.S. Trustee
       pursuant to Section 1930(a)(6) of the Judicial Procedures
       Code and any fees payable to the Clerk of the Bankruptcy
       Court;

   (b) prior to the occurrence of an Event of Default (i) the
       reasonable expenses of any member of the Official
       Committee of Unsecured Creditors and (ii) unpaid
       professional fees and disbursements incurred prior to the
       occurrence of an Event of Default by the professionals
       retained, pursuant to Sections 327 or 1103(a), by the
       Debtors or the Committee, which will be allowed by the
       Bankruptcy Court; and

   (c) following the occurrence of an Event of Default (i) the
       reasonable expenses of any member of the Committee and
       (ii) unpaid professional fees and disbursements by the
       professionals retained by the Debtors and the Committee
       incurred after the occurrence of an Event of Default,
       which will be allowed by the Bankruptcy Court.

The Carve-out will not include any fees or expenses incurred by
any party in connection with the investigation, initiation or
prosecution of any claims, causes of action, adversary proceedings
or other litigation against Southwest Airlines.

                             Maturity

The DIP Facility will terminate and all amounts outstanding
thereunder will be due and payable on the earliest of:

   (a) January 31, 2005, if Southwest Airlines does not receive a
       consent from the City of Chicago of the transfer of the
       Debtors' Assets at Chicago Midway Airport, pursuant to the
       terms of the Asset Purchase Agreement;

   (b) the effective date of any plan of reorganization for ATA;
       or

   (c) September 30, 2005.

All Obligations will be payable on the Maturity Date.  However,
the DIP Facility may be repaid at any time in whole or in part
without premium or penalty.

The Maturity Date is subject to extension.

                           Interest Rate

Outstanding obligations under the DIP Facility and the Chicago
Guaranty will bear interest at the greater of:

     * 8.0% per annum; or

     * the 3-month LIBOR rate plus 5.0% per annum.

The interest will be payable monthly.

                               Fees

Southwest Airlines will receive:

    -- a closing fee equal to 2.5% of DIP Facility commitment,
       which will be accrued to the principal amount of the DIP
       Facility; and

    -- a guaranty fee equal to 3.0% per annum, paid monthly, of
       the Chicago Guaranty for any amounts guaranteed but not
       drawn under the Chicago Guaranty.

All fees will be deemed fully earned upon the disbursement of the
DIP Facility and the delivery of the Guaranty, as applicable, and
will accrue to principal on the disbursement of the DIP Facility.

                 Conditions Precedent to Closing

The closing of the DIP Facility and the issuance of the Chicago
Guaranty will be subject to satisfaction of the condition
precedent customary for financings of similar type.

                   Debtors Will Hire Executives

By no later than December 31, 2004, ATA Airlines will retain a
Co-Chief Restructuring Officer whose retention will be made in
consultation with Southwest Airlines.

By no later than July 31, 2005, ATA Airlines will retain a Chief
Executive Officer whose employment will be subject to the approval
of the Committee and the ATSB.

                       Financial Covenants

(A) Minimum EBITDARR

From January 1, 2005, through and including September 30, 2005,
ATA Airlines covenants to maintain a minimum monthly EBITDARR,
calculated in the same manner as in the business plan provided to
and approved by Southwest Airlines, at 75% of the EBITDARR stated
in ATA Airlines' projections dated December 20, 2004.

In addition, from January 1 through and including September 30,
2005, ATA Airlines will maintain EBITDARR, calculated in the same
manner as reflected in its Business Plan, at 80% of the cumulative
EBITDARR stated in its Projections.  The first test will be for
the period from January 1 through March 31, 2005:

                          Min. EBITDARR    Min. Cumulative
           Period             Test          EBITDARR Test
           ------         -------------    ----------------
           January 2005          75%          Not tested
           February 2005         75%          Not tested
           March 2005            75%             80%
           April 2005            75%             80%
           May 2005              75%             80%
           June 2005             75%             80%
           July 2005             75%             80%
           August 2005           75%             80%
           September 2005        75%             80%

"EBITDARR" means, for any period, for ATA Airlines and its
subsidiaries on a consolidated basis, an amount equal to:

    -- Consolidated Net Income for the period plus;

    -- without duplication, the following to the extent deducted
       in calculating the Consolidated Net Income:

       (a) Consolidated Interest Charges for the period;

       (b) the provision for federal, state, local and foreign
           income taxes payable by ATA Airlines and its
           subsidiaries for the period;

       (c) the amount of depreciation and amortization expense;

       (d) administrative expenses; and

       (e) rents associated with aircraft leases.

(B) EBITDARR Less Capital Expenditures Test

From January 1, 2005, through and including September 30, 2005,
ATA Airlines will maintain a minimum monthly EBITDARR less
Capital Expenditures, calculated in the same manner as in the
Business Plan, at 75% of the EBITDARR less Capital Expenditures
stated in its Projections.

In addition, from January 1 through and including September 30,
2005, ATA Airlines will maintain a EBITDARR less Capital
Expenditures, calculated in the same manner as reflected in the
Business Plan, at 80% of the cumulative EBITDARR less Capital
Expenditures stated in its Projections.  The first test will be
for the period from January 1 through March 31, 2005:

                          Min. EBITDARR    Min. Cumulative
           Period             Test          EBITDARR Test
           ------         -------------    ----------------
           January 2005          75%          Not tested
           February 2005         75%          Not tested
           March 2005            75%             80%
           April 2005            75%             80%
           May 2005              75%             80%
           June 2005             75%             80%
           July 2005             75%             80%
           August 2005           75%             80%
           September 2005        75%             80%

(C) Minimum Cash Test

From January 1, 2005, through and including September 30, 2005,
ATA Airlines will maintain a minimum monthly cash, calculated in
the same manner as reflected in the Business Plan, at these
percentages of the level of the amounts stated in its
Projections:

                Period            Minimum Cash Test
                ------            -----------------
                January 2005             75%
                February 2005            75%
                March 2005               75%
                April 2005               75%
                May 2005                 75%
                June 2005                75%
                July 2005           $100,000,000
                August 2005         $100,000,000
                September 2005      $100,000,000

                        Events of Default

The DIP Facility contains defaults and events of default
customary for a facility of this type, applicable to the Debtors,
including but not limited to:

   (a) Failure to pay principal, interest or fees when due;

   (b) Material inaccuracy of representations or warranties;

   (c) Violation of covenants;

   (d) Change of control, including a change in ATA Airlines'
       Board of Directors;

   (e) Customary ERISA defaults;

   (f) The Debtors' allegation in any pleading or other writing,
       or the finding or conclusion by the Bankruptcy Court, that
       any loan or security document pertaining to the DIP
       Facility is not valid, binding or forceable, or any other
       event occurs or circumstance exists which cause the loan
       or security document to be impaired or to not be valid,
       binding and enforceable;

   (g) Dismissal of the Chapter 11 cases or conversion to a
       Chapter 7 case;

   (h) Appointment of a Chapter 11 trustee or any examiner for
       the Debtors;

   (i) Granting of relief from automatic stay to permit
       foreclosure on any material assets of the Debtors;

   (j) Entry of any order, without Southwest Airlines' prior
       consent, reversing, amending, supplementing, staying or
       vacating the Interim Order or the DIP Order;

   (k) Unstayed monetary judgment defaults in an amount to be
       agreed and material non-monetary judgment defaults;

   (l) Payment of prepetition debt, other than as approved by
       Southwest Airlines and the Bankruptcy Court;

   (m) The existence of any material lien in connection with any
       ERISA plan of the Debtors, excluding any lien arising
       after the Petition Date that is unperfected and wholly
       junior to the liens securing the DIP Facility;

   (n) The occurrence of any event or circumstance that would
       constitute a material adverse change in the business,
       condition, operations, performance, properties or
       prospects of ATA Airlines and its subsidiaries, taken as a
       whole;

   (o) The submission by the Debtors of any motion or other
       pleading attacking the validity or enforceability of any
       of the documents executed in connection with the DIP
       Facility;

   (p) Any default under any cash collateral order; and

   (q) Cross-defaults under material documents.

                          Default Rate

During the continuance of an Event of Default, all outstanding
obligations will bear interest at 3.0% above the Base Rate.  
Overdue interest, fees and other amounts will bear interest at
3.0% above the Base Rate.

              Debtors Need Immediate Access to Cash

At a hearing held on December 21, 2004, Judge Lorch finds that
the Debtors have an immediate need to obtain funds and financial
accommodations to continue their operations, meet payroll and
other necessary, ordinary course business expenditures, acquire
goods and services, administer and preserve the value of their
estates, and maintain adequate cash balances to maintain customer
confidence.  The Debtors' ability to finance their operations
requires the availability of additional working capital, the
absence of which would immediately and irreparably harm the
Debtors, their estates, and their creditors.  The Debtors need
the working capital to preserve the confidences of vendors,
suppliers and customers, to meet obligations under Section 1110
of the Bankruptcy Code, and to preserve the going concern value
of their business.

Accordingly, Judge Lorch authorizes the Debtors to borrow up to
$47,000,000 from Southwest Airlines pursuant to the terms of the
DIP Credit Agreement, on an interim basis, and pay all requisite
fees and expenses.

Judge Lorch will convene a hearing on January 10, 2005, at 10:30
a.m., Eastern Standard Time, to consider final approval of the
Debtors' request.

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


ATHLETE'S FOOT: Great American 114-Store Liquidation is Underway
----------------------------------------------------------------
Great American Group, one of the nation's leading asset management
firms, has commenced the orderly liquidation for The Athlete's
Foot.  Recognized across the country as a leading athletic shoe
retailer, Athlete's Foot stores began store-closing sales on
Saturday, Dec. 18, 2004, in 114 locations across the country.

The Athlete's Foot sells branded athletic apparel and footwear for
the family, as well as selected sporting goods.  Merchandise in
114 select stores will be discounted to facilitate immediate
liquidation of such stores.  The remaining 636 stores will stay
open.  For a complete list of store closings, visit
http://www.greatamerican.com/

"Great American Group was pleased to be selected as the winning
bidder in this process.  We look forward to providing great values
on footwear and apparel for sports fans, athletes, and those
resolving to hit the gym after the New Year," stated Harvey M.
Yellen, Chief Executive Officer of Great American Group.

                      About Great American
     
Great American Group -- http://www.greatamerican.com/-- provides  
financial services to North America's most successful retailers,
distributors, manufacturers, and healthcare providers.  Their
well-established services center on turning excess assets into
immediate cash through strategic store closings and wholesale,
industrial, and healthcare liquidations and auctions.  With over
30 years of liquidation experience, Great American Group has
successfully completed over 1,000 transactions.  Headquartered in
Los Angeles, Great American Group also has offices in Chicago,
Boston, New York, and Atlanta.

Headquartered in New York, New York, Athlete's Foot Stores, LLC,
-- http://www.theathletesfoot.com/-- operates approximately
125 athletic footwear specialty retail stores in 25 states.  The
Company and its debtor-affiliate filed for chapter 11 protection
on December 9, 2004 (Bankr. S.D.N.Y. Case No. 04-17779).  Bonnie
Lynn Pollack, Esq., and John Howard Drucker, Esq., at Angel &
Frankel, P.C. represents the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed total assets of $33,672,000 and total debts
of $39,452,000.


BARON CAPITAL: Gets Court Nod to Hire Frank & Frank Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida gave
Baron Capital Properties and its debtor-affiliate, Baron Capital
Trust, permission to employ Frank & Frank P.C. as their general
bankruptcy counsel.

Frank & Frank will:

   a) advise and counsel the Debtors as debtors-in-possession
      concerning the operation of their businesses;

   b) prosecute and defend any cause of action in behalf of the
      Debtors and prepare on their behalf all necessary
      applications, motions, reports and other legal papers;

   c) assist in the formulation of a plan of reorganization and
      the preparation of a disclosure statement;

   d) represent the Debtors at all creditors meeting, all status
      and court hearings, mediations and other matters involving
      counseling and representation; and

   e) perform all other legal services to the Debtors as maybe
      appropriate and necessary in their chapter 11 cases.

Jerome D. Frank, Esq., a Shareholder at Frank & Frank, is the lead
attorney for the Debtors' restructuring. Mr. Frank discloses that
the Firm received a $50,000 retainer. Mr. Frank will bill the
Debtors $295 per hour. Mr. Frank adds that associates who will
assist him in performing services to the Debtors will charge at
$150 per hour.

Frank & Frank assures the Court that it does not represent any
interest adverse to the Debtors or their estates.

Headquartered in Lakeland, Florida, Baron Capital Properties is a
real estate broker. The Company and its debtor-affiliate filed for
chapter 11 protection on December 21, 2004 (Bankr. M.D. Fla. Case
No. 04-24463).  When the Debtor filed for protection from its
creditors, it listed total assets of $13,171,742 and total debts
of $2,092,258.


BARON CAPITAL: Section 341(a) Meeting Slated for January 21
-----------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Baron
Capital Properties and its debtor-affiliate's creditors at
1:30 p.m., on Jan. 21, 2004, at the Office of the U.S. Trustee,
501 Polk St., Timberlake Annex, Room 100-B, Tampa, Florida 33602.   
This is the first of creditors required under 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 Lakeland, Florida, Baron Capital Properties is a
real estate broker.  The Company and its debtor-affiliate filed
for chapter 11 protection on December 21, 2004 (Bankr. M.D. Fla.
Case No. 04-24463).  Jerome D. Frank, Esq., at Frank & Frank P.C.
represents the Debtors' restructuring.  When the Debtor filed for
protection from its creditors, it listed total assets of
$13,171,742 and total debts of $2,092,258.


BERNARD TECHNOLOGIES INC: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Bernard Technologies, Inc.
        75 East Wacker Drive
        Chicago, Illinois 60601

Bankruptcy Case No.: 04-13617

Type of Business: The Company manufactures food additive for
                  packaging meats, poultry and seafood that will
                  be cooked prior to being consumed, and for
                  packaging fresh fruits and vegetables and foods
                  in transit or storage from producers to
                  processors, or institutional users, that will
                  be washed with a potable water rinse and further
                  processed before being consumed.

Chapter 11 Petition Date: December 26, 2004

Court: District of Delaware

Judge:  Mary F. Walrath

Debtor's Counsel: James E. Huggett, Esq.
                  Flaster Greenberg PC
                  913 Market Street, 7th Floor
                  Wilmington, Delaware 19801
                  Tel: (302) 351-1910
                  Fax: (302) 351-1919

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 Unsecured
Creditors.


BIB HOLDINGS: Subsidiary Retains S. Beebe Chief Technology Officer
------------------------------------------------------------------
Incode Corporation, a wholly owned subsidiary of BIB Holdings Ltd.
(OTC Bulletin Board: BIBO), reported the appointment of Steven
Beebe to the post of Chief Technology Officer.

Steven is currently Vice President and Chief Operating Officer at
Xapware Technologies, a software development consulting firm in
Colorado Springs, Colo.  Steve consults with clients on project
management, software development process management and product
development.  Prior to working for Xapware, Steve held the Vice
President of Implementation Services and Director of Knowledge
Management positions at Alliente, Inc.  Steve was the R&D Manager
for Hewlett-Packard's OpenView Services and Support Business.  
Prior to this assignment, Steve built the Americas Solution Center
within HP's Global Financial Services organization, consisting of
both technical and business process professionals.  He also
managed HP's global Financial Reporting Systems and General
Accounting organizations. Steve has over 19 years experience in
information technology and finance management.  Steve received an
MBA from the Graduate School of Business at the University of
Chicago in 1983, with concentrations in Finance and Accounting.

Mr. Beebe said: "I am excited to be part of the Incode Team.  I
believe that this is a unique opportunity to build a significant
subscription based business."

Jim Grainer, Incode's president and chief financial officer added
that: "Steven brings a wealth of relevant expertise to Incode at
the inception of its development.  We expect to leverage our
knowledge base into the successful deployment of the first wave of
our development in the online dating services sector and, from
there, to the comparatively more sophisticated industrial, market
and financial subscription services.  We believe that Steven's
simultaneous command of technology and finance fits our intended
development plans well and we look forward to building Incode's
portfolio with him on board."

The Company said its new board of directors has reviewed the
proposed plan by the Company's prior board to declare a stock
dividend, and that it has determined that the declaration of a
dividend is not best interests of the Company and its stockholders
at this time.  The proposed plan has therefore been abandoned.

                   About Incode Corporation

Incode was founded to acquire, develop and commercialize
innovative and profitable subscription-based eBusinesses in the
online dating, information, retail, industrial, and financial
services sectors. Incode recently announced its plans to acquire
an industrial services subscription portal, several online dating
services, and to develop a streaming financial and market
information service in connection with the merger with BIB.
Additional information is available online at
http://www.incodetech.com/

                     About BIB Holdings Ltd.
   
BIB Holdings Ltd. -- http://www.msasson.com/-- designs,  
manufactures, imports, sells and markets branded and nonbranded
apparel.  The company has a showroom in New York, a distribution
center in Pennsylvania and a distribution center in Las Vegas,
within a Foreign Trade Zone.  The company designs, sources and
markets a brand of high-quality apparel under the m.Sasson, Elk
Canyon and New Terrain labels as well as private label.  Product
lines have included underwear, loungewear and outerwear, as well
as accessories such as ties, hats, scarves, gloves, jewelry,
backpacks and small leather goods as well as apparel.  BIB
Holdings Ltd. distributes its clothing via leading retailers
throughout the United States and abroad.

At Sept. 30, 2004, BIB Holdings' balance sheet showed a $2,218,115
stockholders' deficit, compared to a $1,933,002 stockholders'
deficit at Dec. 31, 2003.


BICO INC: Shares Now Trading on the OTC Bulletin Board
------------------------------------------------------
BICO, Inc. (OTC Bulletin Board: BIKO) discloses that effective
Dec. 23, 2004, its shares are quoted on the Over The Counter
Bulletin Board.  This is the final step in BICO's completing its
emergence from Chapter 11 bankruptcy protection, a step subsequent
to the final closure of the bankruptcy case earlier this month,
which permitted BICO to focus on implementing its new web phone-
based business strategy.

All BICO shareholders will retain their shares in BICO common
stock, which will now trade on the Over the Counter Bulletin Board
under the ticker symbol BIKO.  Richard Greenwood, President and
CEO stated, "We are very pleased with this move.  It will
certainly provide our shareholders with increased convenience and
efficiency."  He added, "As our new business gets underway, it is
important for our existing and new shareholders to be able to
conduct transactions in our stock easily and efficiently."

On a related matter, cXc Services, formerly a privately held
corporation which merged into BICO, is now operating as a division
of BICO.  Until BICO can complete the design and construction of a
new Internet website, it will be using the website and E-Mail
services of its cXc Services Division as its main website.  Those
interested in learning more about BICO can find additional
information about the Company at http://www.cxcservices.com/ BICO  
shareholders and the financial community are encouraged to check
this website for important updates and press releases.  For
further information contact:

         John D. Hannesson, Esq.
         Executive Vice President
         Administration & Law
         Tel. Phone: 949 509-9858
         Fax: 949 509-9867
         E-Mail: investor-relations@cxcservices.com
         Website: http://www.cxcservices.com/

Bico, Inc., formerly known as Biocontrol Technology, Inc.,
manufactures laboratory sized ore crushers. The Company filed for
Chapter 11 protection on March 18, 2003 (Bankr. W.D. Pa. Case No.:
03-23239).  Steven T. Shreve, Esq., at Shreve & Pail represents
the Debtor in its restructuring efforts.  The Bankruptcy Court
confirmed the Debtor's Chapter 11 Reorganization Plan on Oct. 15,
2004.


BLOUNT INT'L: Elects R. Kennedy & J. Collins to Board of Directors
------------------------------------------------------------------
Blount International, Inc., (NYSE: BLT) disclosed that William A.
Shutzer resigned as a director of the Corporation effective
immediately due to the increased responsibilities and demands of
his position as Partner of Evercore Partners, a financial advising
and private equity firm.  The Board of Directors elected Joshua L.
Collins to fill Mr. Shutzer's unexpired term from and after
January 2, 2005, until the next Annual Meeting of Stockholders in
April 2005.  In an unrelated move, the Board also amended the
by-laws to raise the number of directors constituting a full board
from seven to eight, and elected Robert D. Kennedy to fill the
eighth directorship effective January 2, 2005, until the next
Annual Meeting.

Mr. Shutzer, formerly a managing director of Lehman Brothers,
served as a director since June 2001, a member of the executive
committee since 2002 and was a member of the audit committee from
June 2001 to April 2002.  He also serves on the board of directors
of Tiffany & Company, American Financial Group, Jupitermedia
Corporation, TurboChef Technologies, Inc. and CSK Auto
Corporation.

"We value the service and guidance Bill provided the Board and our
Corporation as it has transformed from a highly-leveraged
management buyout company controlled by Lehman Brothers Merchant
Banking toward a stand-alone public company.  We all extend our
very best wishes to him," said Eliot M. Fried, Chairman of the
Board.

Mr. Collins, 39, is a Principal of Lehman Brothers Merchant
Banking and a Senior Vice President of Lehman Brothers.  Mr.
Collins joined LBMB in 1996, after serving as an infantry officer
and Captain in the United States Marine Corps.  He is a director
of Phoenix Brands LLC and Enduring Resources, LLC.  He holds an
M.B.A. from Harvard Business School and a B.A. from the University
of Pennsylvania.

Mr. Kennedy, 72, served as president and chief executive officer
of Union Carbide Corporation from 1986 through 1995, having
previously served as president of Union Carbide's Linde Division,
senior vice president and executive vice president of the parent
corporation, and president and chief operating officer of Union
Carbide Chemical and Plastics.  He was elected to Union Carbide's
Board of Directors in 1985.

Mr. Kennedy also serves on the board of directors of Sunoco, Inc.
and Hercules Corporation, and on the advisory boards of the
Blackstone Group, Sullivan Associates and RFE Investment Partners.  
He previously has served as a director for Union Camp Corporation,
General Signal Corporation, Kmart, International Paper and
Birmingham Steel, as well as chairman and CEO of UCAR
International, Inc.

Mr. Kennedy's professional affiliations include membership in the
Business Council, former board memberships in the Chemical
Manufacturers' Association, Business Round Table, National
Inroads, Inc. and Aspen Institute.  Mr. Kennedy has received the
Chemical Industry Medal in 1995 from the Society of Chemical
Industry, the Kavaler Award in 1995 for chief executive excellence
and the International Palladium Medal from the Societe de Chimie
Industrielle in 1991.  He also received an Honorary Fellow Award
from the American Institute of Chemists in 1988.  Mr. Kennedy
received his B.S. in mechanical engineering from Cornell
University and has served his alma mater as a Trustee Emerturs,
Presidential Counselor, past Co-Chairman of the Committee of
Academic Affairs and Campus Life and past Chairman of the Task
Force on Athletics.

Messrs. Collins' and Kennedy's committee assignments will be made
early in 2005 after the report of a special nominating and
governance subcommittee and review by the full board.

                        About the Company

Blount International, Inc. is a diversified international company
with three principal business segments: Outdoor Products,
Lawnmower and Industrial & Power Equipment. Blount sells its
products in more than 100 countries around the world. For more
information about Blount International, Inc., please visit our
website at http://www.blount.com/

At Sept. 30, 2004, Blount International's balance sheet showed a
$282.5 billion stockholders' deficit, compared to a $393.7 billion
deficit at Dec. 31, 2003.


CEDAR BRAKES: S&P Places Junk Ratings on CreditWatch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC+' senior
secured bond ratings for Cedar Brakes I LLC and Cedar Brakes II
LLC on CreditWatch with positive implications following the
announcement by El Paso Corp. that it has agreed to sell its
equity interests to a subsidiary of Bear Stearns Companies, Inc.
More importantly, El Paso has agreed to transfer all of its
long-term obligations to supply power to subsidiaries of
Constellation Energy Group, Inc.

The ratings on Cedar Brakes I and II have been constrained by the
minimum of the senior unsecured rating on either El Paso as the
"mirror purchased-power agreement" supplier or Public Service
Electric & Gas Co. (PSEG; 'BBB-' implied senior unsecured rating)
as the offtaker.  With the sale of Cedar Brakes and transfer of
the power supply obligations, the debt ratings will be constrained
by PSEG.  

"The sale is expected to be finalized in the first quarter of
2005, at which time the bond ratings will be raised," said
Standard & Poor's credit analyst Michael Messer.


COMMERCE ONE: U.S. Trustee Appoints 2-Member Creditors Committee
----------------------------------------------------------------
The United States Trustee for Region 15 appointed two creditors  
to serve on the Official Committee of Unsecured Creditors in  
Commerce One, Inc., and its debtor-affiliates' chapter 11 cases:

   1. Tri-State Financial
      Attn: Glen Buchbaum
      109 N. 5th Street
      Saddle Brook, New Jersey 07663

   2. PeopleSoft, Inc.
      Attn: Robin Washington
      4460 Hacienda Drive
      Pleasanton, California 94588

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

Headquartered in San Francisco, California, Commerce One, Inc. --
http://www.commerceone.com/-- provides software services that  
enable businesses to conduct commerce over the Internet.  Commerce
One, Inc., and its wholly owned subsidiary, Commerce One
Operations, Inc., filed for chapter 11 protection on
Oct. 6, 2004 (Bankr. N.D. Calif. Case Nos. 04-32820 and 04-32821).
Doris A. Kaelin, Esq., and Lovee Sarenas, Esq., at the Murray and
Murray, represent the Debtors.  When the Debtors filed for
bankruptcy, they listed $14,531,000 in total assets and
$12,442,000 in total debts.  As of December 2, 2004, Commerce One
estimates that its liabilities owed to creditors total
approximately $9.7 million, including approximately $5.1 million
owed to ComVest.  The company expects that total liabilities will
continue to increase over time.


COVANTA: Lake II Emerges from Bankruptcy & Signs New Agreement
--------------------------------------------------------------
Covanta Lake II, Inc., a subsidiary of Covanta Energy Corporation
and owner and operator of the 528-ton-per-day waste-to-energy
facility in Okahumpka, Florida has signed a new waste disposal
agreement with Lake County, Florida.  The new agreement provides
that Covanta Lake will provide disposal service to the County
through 2014 for its non-recycled municipal solid waste.  The
County estimates the new agreement will save Lake County taxpayers
$37.4 million over the next 10 years.

The implementation of the agreement with Lake County follows the
confirmation of Covanta Lake's Chapter 11 reorganization plan on
December 1, 2004 and marks the resolution of all outstanding
disputes between the parties.

"We are very pleased to reach this agreement with the County that
will simplify the contract and align our interests such that we
can move forward to forge a mutually beneficial relationship,"
said Anthony Orlando, President and CEO of Covanta Energy
Corporation.  "Since we began operations in 1991, Covanta's
employees at the Lake Facility have done an outstanding job
providing the County with superior service and we look forward to
continuing to do so for many years to come."

"Lake County is very pleased to enter into this new agreement with
Covanta," said Commissioner Welton Cadwell.  "We look forward to
building on the new foundation the agreement provides to further
improve this public-private partnership that benefits all Lake
County citizens."

"Since beginning operations in 1991," continued Commissioner
Cadwell, "the Lake facility has processed more than 2.2 million
tons of waste, helping preserve space at the county landfill in
Astatula and saving more than 3.2 million barrels of oil that
otherwise would have been needed to generate electricity.  That's
a record we can all be proud of."

The Lake facility, which employs 34 residents of Lake and Sumter
counties, operates 24 hours a day, 365 days a year, throughout
holidays and major weather events such as the recent hurricanes
that struck Florida.  Covanta personnel have operated the facility
since it began commercial operations in March 1991.

Using only municipal solid waste as fuel to generate electricity,
the facility operates at combustion temperatures ranging up to
1,800 degrees Fahrenheit, firing two boilers that help generate up
to 12.5 megawatts of electricity.  The power is sold to Progress
Energy Corp and is enough to light up about 12,500 homes and
businesses.

Emissions from the facility are processed though a sophisticated
system of filters that make waste-to-energy a clean source of
renewable energy.  In 2003, the federal Environmental Protection
Agency said modern waste-to-energy facilities such as Covanta Lake
generate electricity with "less environmental impact than almost
any other source of electricity."

Covanta Energy Corporation is a wholly owned subsidiary of
Danielson Holding Corporation.

Danielson is an American Stock Exchange listed company (Amex:
DHC), engaging in the energy, financial services and specialty
insurance businesses through its subsidiaries.  Danielson's
charter contains restrictions that prohibit parties from acquiring
5% or more of Danielson's common stock without its prior consent.

Headquartered in Fairfield, New Jersey, Covanta Energy Corporation
-- http://www.covantaenergy.com/-- is a publicly traded holding  
company whose subsidiaries develop, own or operate power
generation facilities and water and wastewater facilities in the
United States and abroad.  The Company filed for Chapter 11
protection on April 1, 2002 (Bankr. S.D.N.Y. Case No. 02-40826).  
Deborah M. Buell, Esq., and James L. Bromley, Esq., at Cleary,
Gottlieb, Steen & Hamilton represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $3,280,378,000 in assets and
$3,031,462,000 in liabilities.  On March 10, 2004, Covanta Energy
Corporation and its core subsidiaries emerged from chapter 11 as a
wholly owned subsidiary of Danielson Holding Corporation. Some of
Covanta's non-core subsidiaries have liquidated under separate
chapter 11 plans.  (Covanta Bankruptcy News, Issue No. 71;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


COVANTA ENERGY: Liquidating Trustee Asks Court to Close 52 Cases
----------------------------------------------------------------
Pursuant to Section 350 of the Bankruptcy Code and Rule 3022 of
the Federal Rules of Bankruptcy Procedure, James N. Lawlor, the
liquidating trustee asks the U.S. Bankruptcy Court for the
Southern District of New York to enter a final decree closing the
Chapter 11 cases of 52 liquidating Debtors:

   Case No.   Debtor
   --------   ------
   02-16322   Covanta Concerts Holdings, Inc.
   02-40826   Ogden New York Services, Inc.
   02-40829   Ogden Aviation Distributing Corp.
   02-40830   Ogden Aviation Service International Corporation
   02-40832   Lenzar Electro-Optics, Inc.
   02-40834   Ogden Aviation Service Company of Pennsylvania, Inc.
   02-40836   Ogden Attractions
   02-40837   Ogden Aviation Fueling Company of Virginia, Inc.
   02-40838   Ogden Aviation, Inc.
   02-40839   Ogden Aviation Service Company of Colorado, Inc.
   02-40843   Ogden Cargo Spain, Inc.
   02-40844   Ogden Central and South America, Inc.
   02-40845   Ogden Facility Holdings, Inc.
   02-40847   Ogden Film and Theatre, Inc.
   02-40848   Ogden Firehole Entertainment Corp.
   02-40849   Ogden International Europe, Inc.
   02-40852   PA Aviation Fuel Holdings, Inc.
   02-40853   Philadelphia Fuel Facilities Corporation
   02-40854   Covanta Energy Sao Jeronimo, Inc.
   02-40857   J.R. Jack's Construction Corporation
   02-40858   Ogden Constructors, Inc.
   02-40859   Ogden Environmental & Energy Services Co., Inc.
   02-40864   Covanta Key Largo, Inc.
   02-40878   Covanta Oil & Gas Inc.
   02-40896   Covanta Secure Services USA, Inc.
   02-40897   Covanta Waste Solutions, Inc.
   02-40918   Covanta Huntington, Inc.
   02-40942   Covanta Northwest Puerto Rico, Inc.
   02-40945   Covanta Tulsa, Inc.
   02-40947   Covanta Financial Services, Inc.
   02-13679   Alpine Food Products, Inc.
   02-13680   Bouldin Development Corp.
   02-13681   BDC Liquidating Corp.
   02-13684   Doggie Diner, Inc.
   02-13685   Gulf Coast Catering Company, Inc.
   03-13687   OFS Equity of Alexandria/Arlington, Inc.
   03-13688   Logistics Operations, Inc.
   03-13689   OFS Equity of Delaware, Inc.
   03-13690   OFS Equity of Babylon, Inc.
   03-13691   OFS Equity of Huntington, Inc.
   03-13692   OFS Equity of Stanislaus, Inc.
   03-13693   OFS Equity of Indianapolis, Inc.
   03-13694   Offshore Food Service, Inc.
   03-13696   Ogden Aviation Terminal Services, Inc.
   03-13697   Ogden Communications, Inc.
   03-13698   Ogden Cisco, Inc.
   03-13699   Ogden Facility Management Corp. of West Virginia
   03-13700   Ogden Leisure, Inc.
   03-13701   Ogden Food Services Corporation
   03-13703   Ogden Technology Services Corporation
   03-13704   Ogden Pipeline Service Corporation
   03-13705   Ogden Transition Corporation

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

Although neither the Bankruptcy Code nor the Bankruptcy Rules
define "fully administered," the Advisory Committee's Note to Rule
3022 states that:

    [F]actors that the court should consider in determining
    whether the estate has been fully administered include
    (1) whether the order confirming the plan has become
    final; (2) whether deposits required by the plan have been
    distributed; (3) whether the property proposed by the plan to
    be transferred has been transferred; (4) whether the debtor or
    the successor of the debtor under the plan has assumed the
    business or management of the property under the plan; (5)
    whether payments under the plan have commenced; and (6)
    whether all motions, contested matters, and adversary
    proceedings have been finally resolved.

Applying the six factors to the facts and circumstances of the 52
Completed Cases demonstrates that the cases have been fully
administered.

Paul R. DeFelippo, Esq., at Wollmuth, Maher, & Deutsch, LLP,
asserts that the entry of a final decree closing the Completed
Cases is warranted.  The Completed Cases meet the six factors, and
the Court has no need to keep them open to exercise jurisdiction
over any outstanding matters.  Absent the closure of the Completed
Cases, the Liquidating Trustee would continue to incur unnecessary
U.S. Trustee fees.

Headquartered in Fairfield, New Jersey, Covanta Energy Corporation
-- http://www.covantaenergy.com/-- is a publicly traded holding  
company whose subsidiaries develop, own or operate power
generation facilities and water and wastewater facilities in the
United States and abroad.  The Company filed for Chapter 11
protection on April 1, 2002 (Bankr. S.D.N.Y. Case No. 02-40826).  
Deborah M. Buell, Esq., and James L. Bromley, Esq., at Cleary,
Gottlieb, Steen & Hamilton represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $3,280,378,000 in assets and
$3,031,462,000 in liabilities.  On March 10, 2004, Covanta Energy
Corporation and its core subsidiaries emerged from chapter 11 as a
wholly owned subsidiary of Danielson Holding Corporation. Some of
Covanta's non-core subsidiaries have liquidated under separate
chapter 11 plans.  (Covanta Bankruptcy News, Issue No. 71;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


COVANTA ENERGY: Court Closes 22 Chapter 11 Cases
------------------------------------------------
At the behest of Covanta Energy Corporation and its debtor-
affiliates, the U.S. Bankruptcy Court for the Southern District of
New York closed these chapter 11 cases:

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

Headquartered in Fairfield, New Jersey, Covanta Energy Corporation
-- http://www.covantaenergy.com/-- is a publicly traded holding  
company whose subsidiaries develop, own or operate power
generation facilities and water and wastewater facilities in the
United States and abroad.  The Company filed for Chapter 11
protection on April 1, 2002 (Bankr. S.D.N.Y. Case No. 02-40826).  
Deborah M. Buell, Esq., and James L. Bromley, Esq., at Cleary,
Gottlieb, Steen & Hamilton represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $3,280,378,000 in assets and
$3,031,462,000 in liabilities.  On March 10, 2004, Covanta Energy
Corporation and its core subsidiaries emerged from chapter 11 as a
wholly owned subsidiary of Danielson Holding Corporation. Some of
Covanta's non-core subsidiaries have liquidated under separate
chapter 11 plans.  (Covanta Bankruptcy News, Issue No. 71;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


COVENTRY HEALTH: Sets Jan. 28 for Shareholders to Vote on Merger
----------------------------------------------------------------
Coventry Health Care, Inc. (NYSE: CVH) and First Health Group
Corp. (NASDAQ: FHCC) has called for a special meeting of First
Health shareholders to vote on Coventry's proposed acquisition of
First Health, pursuant to a merger of First Health with and into a
wholly owned subsidiary of Coventry.  The meeting will be held on
Jan. 28, 2005, 8:00 a.m. Central Time, at 3200 Highland Avenue,
Downers Grove, Illinois.

First Health shareholders of record on Dec. 22, 2004 will be
entitled to vote at the special meeting.  In the merger, each
share of First Health common stock will be converted into $9.375
in cash and 0.1791 shares of Coventry common stock.

Also, Coventry and First Health disclosed that all regulatory
approvals required to consummate the transaction have been
obtained.  Coventry does not anticipate that a Coventry
shareholder vote will be required to approve the proposed merger.  
Assuming First Health shareholders approve the transaction,
Coventry and First Health expect to close the transaction by
Jan. 31, 2005.

                       About First Health

First Health -- http://www.firsthealth.com/-- specializes in  
providing large payors with integrated managed care solutions.
First Health is a unique national managed care company serving the
group health, workers' compensation and state agency markets.
Using technology to enable service and managed care innovations,
First Health sets the bar for industry performance.  
                   About Coventry Health Care
   
Coventry Health Care -- http://www.cvty.com/-- is a managed  
health care company based in Bethesda, Maryland operating health
plans and insurance companies under the names Coventry Health
Care, Coventry Health and Life, Altius Health Plans, Carelink
Health Plans, Group Health Plan, HealthAmerica, HealthAssurance,
HealthCare USA, OmniCare, PersonalCare, SouthCare, Southern Health
and WellPath. Coventry provides a full range of managed care
products and services, including HMO, PPO, POS, Medicare+Choice,
Medicaid, and Network Rental to 3.1 million members in a broad
cross section of employer and government-funded groups in 15
markets throughout the Midwest, Mid-Atlantic and Southeast United
States.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 09, 2004,
Moody's Investors Service confirmed Coventry Health Care, Inc.'s
ratings (senior unsecured rating at Ba1) in conjunction with the
company's planned acquisition of First Health Group Corp.  While
the increased debt that Coventry is expected to issue with this
transaction is larger than what had been assumed in the ratings,
the rating agency noted that Coventry has a credible plan to bring
its financial leverage to a level consistent with the rating
within a short period.  In addition, Moody's views the strategic
opportunities presented by the acquisition as positive.  However,
Moody's noted that the acquisition poses both operational and
integration issues and as a result the outlook on the ratings has
been changed to negative.

The rating action concludes the review for possible downgrade that
was initiated on October 18, 2004.  The review was prompted by the
announced planned acquisition of First Health which raised
questions with respect to management's tolerance for financial
leverage, its appetite for future acquisitions and the company's
near term financial plans for de-leveraging.


DII/KBR: District Court Affirms Prepackaged Plan of Reorganization
------------------------------------------------------------------
On December 1, 2004, Judge Terrence F. McVerry of the United
States District Court for the Western District of Pennsylvania
approved the establishment of a $1.5 billion trust by DII
Industries, LLC, and Kellogg Brown & Root for payment of asbestos
claims.

Halliburton said in a statement that the District Court order will
resolve the company's asbestos liability after a 30-day waiting
period ending on December 31, 2004.

Halliburton anticipates concluding DII's and KBR's bankruptcy by
year-end with funding of the trusts by the end of January 2005.

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


DII/KBR: Gets Court Nod to Employ Godwin Gruber as Special Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
gave DII Industries, LLC and its debtor-affiliates authority to
employ Godwin Gruber, LLP, as their special counsel, nunc pro tunc
to the bankruptcy petition date.

The Debtors want Godwin Gruber to continue representing them in
10 lawsuits:

   (a) DII Industries, LLC, Successor by Conversion to Dresser
       Industries, Inc., v. Underwriters at Lloyd's, London, and
       Certain London Market Companies, et al; No. 03-0693; In
       the Supreme Court of Texas; remanded to the 333' Judicial
       District Court of Harris County, Texas; Cause No. 98
       -44026;

   (b) DII Industries, LLC, Successor by Conversion to Dresser
       Industries, Inc. v. Underwriters at Lloyd's, London, and
       Certain London Market Companies, et al; Cause No. 01
       -07414; In the 192" Judicial District Court, Dallas
       County, Texas; and related mandamus action, In re: Certain
       Underwriters at Lloyd's London, et al; No. 03-0559;

   (c) DII Industries, LLC, f/k/a Dresser Industries, Inc., v.
       Alba General Insurance Co., et al.; Adversary No. 03-3072;
       In the United States Bankruptcy Court for the Western
       District of Pennsylvania; related to Harbison-Walker
       Refractories Company v. DII Industries, LLC;

   (d) DII Industries, LLC, Successor by Conversion to Dresser
       Industries, Inc., v. RIII Refractories Holding Company;
       Cause No. 2003-43959; In the 80' Judicial District Court
       of Harris County, Texas;

   (e) Kellogg Brown & Root, Inc., v. AIU Insurance Company, et
       al.; Cause No. 20133-03653; In the 11" Judicial District
       Court of Harris County, Texas;

   (f) DII Industries, LLC, and Kellogg Brown & Root, Inc., vs.
       California Coastal Communities, Inc., and Resco Holdings,
       Inc.; Cause No. 2003-03653; In the 58' Judicial District
       Court of Jefferson County, Texas;

   (g) Smith International Acquisition Corp. v. Dresser
       Industries, Inc., et al.; Cause No. 2003-16631; In the 55"
       Judicial District Court of Harris County, Texas;

   (h) M-1, L.L.C, and Smith International Acquisition
       Corporation vs. Dresser Industries, Inc., et al.; Civil
       Action No. H-03-5044; USDC, Southern District, Houston
       Division;

   (i) Bienvenido M. Cadalin, et al., v. Brown & Root
       International, Inc., and Asia International Builders
       Corporation, et al.; NLRC NCS Case No. POEA-84-06-555;
       Romeo Patag, et al., v. Brown & Root International, Inc.,
       and Asia International Builders Corporation, et al.; NLRC
       NCR Case No. PLEA-85-1.0-777; and Solomon B. Reyes v.
       Brown & Root International, Inc., and Asia International
       Builders Corporation, et al.; NLRC NCR Case No. POEA-86
       -10-799; and

   (j) William Boyd v. Texas Utilities, et al.; Cause No. 4163;
       in the 249th District Court, Somervell County, Texas.

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


DII/KBR: Employs Mesirow Financial as Restructuring Accountants
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
gave DII Industries, LLC and its debtor-affiliates authority to
employ Mesirow Financial Consulting, LLC, as their restructuring
accountants in connection with their Chapter 11 cases, nunc pro
tunc to September 16, 2004.  Mesirow will render these
restructuring accounting services:

   (a) advice and assistance in preparation of reports or filings
       as required by the Court or the Office of the United
       States Trustee, including, but not limited to, schedules
       of assets and liabilities, statement of financial affairs,
       mailing matrix and monthly operating reports;

   (b) advice and assistance regarding financial information for
       distribution to creditors and other parties-in-interest,
       including, but not limited to, analyses of cash receipts
       and disbursements, financial statement items and proposed
       transactions for which Court approval is sought;

   (c) assistance with implementation of bankruptcy accounting
       procedures as required by the Bankruptcy Code and
       generally accepted accounting principles;

   (d) assistance in preparing documents necessary for
       confirmation, including financial and other information;
       and

   (e) if necessary, assistance with claims resolution
       procedures, including analyses of creditors' claims by
       type and entity, provided, however, that:

       -- Mesirow will not assess the existence, validity, or
          magnitude of claims, or assist in the formulation of a
          reorganization plan to resolve claims, including any
          potential claim(s) held by Committees; and

       -- Mesirow will not assess the existence, validity, or
          magnitude of claims against the Debtors or their
          Estates, or negotiate the terms of the Plan with them.

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.CONRAD TRUCKING: Brings-In Steven Diller as Bankruptcy Counsel
----------------------------------------------------------------
E.Conrad Trucking, Inc., asks the U.S. Bankruptcy Court for the
Northern District of Ohio, Western Division, for permission to
employ Steven L. Diller, Esq., as its bankruptcy counsel.

Mr. Diller will:

     a) aid the Debtor in the preparation and implementation of
        a plan of reorganization; and

     b) represent the Debtor in all matters relating to such
        proceedings.

Mr. Diller will charge the Debtor for his professional services at
his current hourly rate of $150.

To the best of the Debtor's knowledge, Mr. Diller holds no
interest materially adverse to the Debtor and its estate.

Headquartered in Van Wert, Ohio, E.Conrad Trucking, Inc., is an
inter- and intrastate trucking company.  The Company filed for
chapter 11 protection on Dec. 26, 2004 (Bankr. N.D. Ohio Case No.
04-70698).  When the Company filed for protection from its
creditors, it listed $6,297,807 in total assets and $10,284,510 in
total debts.


EAGLEPICHER INC: Revises Earnings Guidance for Fiscal Year 2004
---------------------------------------------------------------
EaglePicher Holdings, Inc. and EaglePicher Incorporated are
revising downward their earnings guidance for fiscal year 2004.  
EaglePicher expects to report revenues for the year ending
November 30, 2004 consistent with its prior guidance of $705 to
$712 million, Adjusted EBITDA of $70 to $77 million, down from its
prior guidance of $82 to $86 million, and Credit Agreement EBITDA
of $80 to $87 million, down from its prior guidance of $90 to
$94 million.  EaglePicher's net debt, including the investment in
its accounts receivable program, at fiscal year end is expected to
be $406.3 million, within its prior forecast of $400 to
$410 million, and its total debt, including the investment in its
accounts receivable program, is expected to be $426.3 million.

The reduced forecasted Adjusted EBITDA and Credit Agreement EBITDA
ranges are primarily due to reduced margin booking rates for two
long-term contracts accounted for under the percentage of
completion method in the Defense and Space Power unit of
EaglePicher's Power Group Segment due to increased foreign
exchange rates and reduced productivity performance and
assumptions.  These items did not have a significant impact on
cash flow in the fourth quarter.  The reduced forecasted ranges
are also due to several lot acceptance test failures on battery
programs in the Defense and Space Power unit, an inventory
adjustment, additional vacation and severance accruals and other
miscellaneous items, all within the Defense and Space Power unit.

The U.S. Defense Security Service imposes restrictions on
EaglePicher headquarters management's access to financial and
operational details within the Defense and Space Power unit.  For
the past several months, management of EaglePicher has been in
negotiation with the U.S. Defense Security Service on obtaining
permanent access to the Defense and Space Power unit.  Upon
identification of the matters described above, certain members of
management at EaglePicher's headquarters have been granted
immediate temporary access to such information and are in the
process of reviewing such information with the recently appointed
Chief Financial Officer of the Defense and Space Power unit.

At the high end of the revised Credit Agreement EBITDA range,
EaglePicher Incorporated (EPI) expects to be in compliance with
all financial covenants in its credit agreement and accounts
receivable securitization facility as of November 30, 2004.  At
the low end of the revised Credit Agreement EBITDA range, EPI
would not be in compliance with certain financial covenants under
its credit agreement and accounts receivable securitization
facility at November 30, 2004.  If EPI is not in compliance, it
would need to obtain a waiver of, or amendment to, the applicable
agreement.  No assurance can be given that it will be able to
obtain such a waiver or amendment.

                       About the Companies

EaglePicher Incorporated -- http://www.eaglepicher.com/-- founded  
in 1843 and headquartered in Phoenix, Arizona, is a diversified
manufacturer and marketer of innovative, advanced technology and
industrial products and services for space, defense,
environmental, automotive, medical, filtration, pharmaceutical,
nuclear power, semiconductor and commercial applications
worldwide. The company has 3,900 employees and operates more than
30 plants in the United States, Canada, Mexico and Germany.

EaglePicher Holdings, Inc. is the parent of EaglePicher
Incorporated.  EaglePicher(TM) is a trademark of EaglePicher
Incorporated.

At Aug. 31, 2004, EaglePicher Holdings' balance sheet showed a
$96,480,000 stockholders' deficit, compared to a $90,207,000
deficit at Nov. 30, 2003.


EB2B COMMERCE: Dec. 31 Balance Sheet Upside-Down by $4 Million
--------------------------------------------------------------
eB2B Commerce, Inc. (PINK SHEETS:EBTB), a leading provider of
business-to-business transaction management and supplier
enablement solutions reported its annual results for calendar
year 2003.

Revenue for year ended December 31, 2003, was $4,013,000 compared
to $3,493,000 for the same period in 2002, an increase of $520,000
or 15%.  The increase in revenue is primarily attributable to
growth of the Company's core transaction processing business, the
Trade Gateway(TM), in which the Company provides Internet-based
supplier enablement services for larger companies' corporate
e-commerce initiatives.  The Company added over 750 new suppliers
to its Trade Gateway(TM) network during 2003.

Notwithstanding the improved results, the Company continues to be
severely cash constrained, with insufficient resources deployed in
a number of key business areas required for continued growth.

Net income for the year ended December 31, 2003, was $128,000,
compared to a loss of $9,011,000 for the same period last year.  
The improvement is the result of settlements of outstanding
obligations from the Company's discontinued operations, revenue
increase, and cost reductions that have been implemented by the
Company over the past 24 months.

Total cash and cash equivalents at December 31, 2003, was
$146,000.  As of December 31, 2003 the Company had a negative
working capital position of $4,797,000.

Loss from continuing operations for the year ended Dec. 31, 2003,
was $32,000 compared to a loss of $7,984,000 for the same period
of 2002, an improvement of $7,952,000.  Adjusted for an impairment
charge of $2,524,000 taken in calendar year 2002, year over year
improvement would have been $5,428,000.

Net cash used in continuing operations for the year ended
Dec. 31, 2003 was $171,000 versus net cash used in operating
activities of $1,453,000 for the same period in 2002.  No interest
payments were made to the Company's Senior Secured Noteholders.  
As of Sept. 30, 2004, the Company owed its Senior Secured
Noteholders interest in the amount of approximately $545,000.

The Company released a Form 8-K on April 21, 2004, disclosing that
its Senior Secured Noteholders had given the Company notice that
as a result of its default on interest due, the Noteholders
demanded acceleration of their entire Senior Secured debt in the
aggregate amount of $3,200,000.

In order to effectuate a settlement with its Noteholders, the
Company filed for reorganization under Chapter 11 of the U.S.
Bankruptcy Code in the Southern District of New York on
Oct. 27, 2004.

The report of the Company's independent auditors on its financial
statements as of and for the year ended December 31, 2003,
contains an unqualified report with an explanatory paragraph which
states that its recurring losses from operations and negative cash
flows from operations plus the fact that the Company has initiated
a Chapter 11 proceeding, raise substantial doubt about its ability
to continue as a going concern.

In the Plan filed with the Court, the Senior Convertible Notes,

     (i) an aggregate principal amount of $2,000,000 due in
         January 2007, and

    (ii) an aggregate principal amount of $1,200,000 due beginning
         in July 2007

will be exchanged for most of the assets of the Company.  The
remaining Bac-Tech note will also be extinguished in exchange for
a consideration by the Senior Convertible noteholders.

Investors may secure a copy of the Disclosure Statement in the
bankruptcy case at the Bankruptcy Court's Internet site at
http://www.nysb.uscourts.gov/Chapter 11 Case Number 04-16926(CB).

The Company plans to file its SEC Form 10-QSBs for its first three
quarters of 2004 no later than December 24, 2004.

Headquartered in New York, New York, eB2B Commerce provides
business-to-business transaction management services that simplify
trading partner integration, automation, and data exchange across
the order management life cycle. The Company filed for chapter 11
protection on Oct. 27, 2004 (Bankr. S.D.N.Y. Case No. 04-16926).  
Alan D. Halperin, Esq., at Halperin Battaglia Raicht LLP
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
$1,232,200 in total assets and $5,546,900 in total debts.

At Dec. 31, 2003, eB2B Commerce's balance sheet showed a
$4,060,000 stockholders' deficit.


ELECTRIC & GAS: Oct. 31 Balance Sheet Upside-Down by $141,443
-------------------------------------------------------------
Electric & Gas Technology, Inc. (OTC BB: ELGT) reported financial
results for the first quarter of its current fiscal year, ended
Oct. 31, 2004.

Daniel Zimmerman, President and CEO of ELGT, said, "As we continue
ELGT's transition from a holding company for subsidiary
corporations to a management company exercising active operational
control over those entities, I am pleased to inform our
shareholders that we have just completed the first quarter of our
new fiscal year with positive operating results."

For the quarter ended October 31, 2004, ELGT had revenue of
$2,147,202 from continuing operations versus $1,573,229 for the
same period a year ago, representing an increase of 36.5%.  The
Company had income from operations of $153,471 for this quarter as
compared to a loss of ($224,987) for the same quarter last year,
or an improvement of $378,458 in operating income.  This resulted
in the Company achieving a net income of $54,548 in this quarter
compared to a loss of ($126,580) for the same period a year ago.

Mr. Zimmerman continued, "It is exciting to see positive results
so quickly from our change in strategic direction.  To record net
earnings despite non-recurring expenses related to the settlement
of litigation and discontinuation of non-performing operations is
a testament to our people and plans.  We have combined our
operations into one facility and reorganized to improve
utilization of resources.  With the recent addition of new capital
equipment we are adding production capability that will
significantly enhance both our output capacity and
competitiveness.  This week we are also executing a new banking
agreement that will provide additional working capital reserves.  
All of this combines to give us a very optimistic outlook as we
enter the holidays and an attitude of excitement and enthusiasm as
we enter the new year."

                        About the Company

Electric & Gas Technology, Inc. (ELGT) is a publicly traded
company that, through its subsidiaries, operates in two main
areas: Utilities Products and Contract Manufacturing.

At Oct. 31, 2004, Electric & Gas' balance sheet showed a $141,443
stockholders' deficit, compared to a $195,991 deficit at
July 31, 2004.


ENRON CORP: PBM Employees Demand Payment Under Split-Dollar Pacts
-----------------------------------------------------------------
Enron Corporation and its debtor-affiliates object to 31 claims
aggregating $14,884,656, asserted by their employees based on
prepetition employment agreements or prepetition separation
agreements.  The 31 Claims include:

    Claimant                          Claim No.     Claim Amount
    --------                          ---------     ------------
    Arnold, John D.                    1832500       $5,160,000
    James, Fallon B.                   1829204        1,500,000
    Herndon, Rogers                     924500        1,150,000
    Sheriff, John R.                    618200        1,650,000

The Debtors object to the 31 Claims for one or more of these
reasons:

    -- the Claimants already executed a severance settlement
       release thus waiving their termination-related claims;

    -- the Claimants failed to timely respond to the notice of the
       proposed severance settlement and therefore are deemed to
       have accepted the Severance Settlement;

    -- the Claimants voluntarily terminated their employment thus,
       are not entitled to involuntary severance payments or
       unpaid discretionary bonuses under the prepetition
       employment agreements;

    -- the Claimants are not employees of any of the Debtors;

    -- the Claim is based on discretionary payments that were
       never awarded to the Claimant; or

    -- no amount is due to the Claimants.

Accordingly, the Debtors ask Judge Gonzalez to disallow and
expunge the 31 Claims.

The Debtors also identified 38 claims aggregating $6,595,751 that
need to be modified because the claims:

    -- have been overstated by the claimant,

    -- are incorrectly classified, in whole or in part, as
       priority or administrative claims, or

    -- have been filed against the wrong Debtor.

Thus, the Debtors ask the Court to reduce the 38 Claims to
$3,653,352 and reclassify them to the correct Debtor and claim
classification.  The Debtors further ask the Court to allow the
38 Claims as modified.

Twenty-seven claims aggregating $22,345,835 also need to be
modified.  The Debtors ask the Court to reduce the 27 claims to
$4,960,156.  The Debtors reserve their rights to object to the
validity, allowance, classification and priority of the 27
Claims.

                          PBM Employees Respond

Robert N. Vohra, Esq., at Sizemore & Vohra, LLC, in Alexandria,
Virginia, relates that in 2000, Enron negotiated split-dollar
agreements with members and employees of PBM Group, LLC, as part
of the sale of PBM Mechanical, Inc., to its wholly owned
subsidiary, Limbach Company.  After the sale, the PBM Employees
agreed to continue and remained as employees of PBM Mechanical.
Enron agreed to pay the premiums on split-dollar insurance
policies for the PBM Employees over a five-year period.  PBM
would own the policies for the first five years, while Enron
retained a collateral interest.  After it filed for Bankruptcy,
Enron continued to make payments on the policies.

In 2002, the PBM Employees negotiated separation agreements with
Limbach, which amended the split-dollar agreements.  The
amendments provides that the PBM Employees, would each be paid,
in a lump sum, the remaining insurance premiums due on their
individual policies under the original agreements.  The payment
was contingent only upon the completed sale of Limbach, of which
PBM was a part, to Limbach Facility Services, LLC, which must
close before March 31, 2003.  LFS is an Enron-created
corporation.

The sale of Limbach to LFS, Mr. Vohra says, was closed and
completed on December 13, 2002.  As agreed, the PBM employees
will be paid within 30 days of the closing -- January 13, 2003.
By April 4, 2003, no payments had been made.

Mr. Vohra tells the Court that upon a PBM employee's inquiry
regarding the absence of the payments, Enron counsel David Roland
explained that Enron's bankruptcy case was holding up the
payments.  Mr. Roland assured the PBM Employees that Enron was in
the process of trying to correct the situation, via an impending
Bankruptcy Court order, to remedy the fact that the PBM Employees
had not yet been paid what was owed them under the amended split-
dollar agreements.

Mr. Vohra asserts that under its Plan of Reorganization, Enron
completely omitted five PBM employee claims and wrongly
characterized one:

    Employee            Claim Amount     Objection
    --------            ------------     ---------
    Patrick McAteer         $989,648     wrong amount and entity
    Ron Caylon                59,982     completely omitted
    Will McAteer             269,918     completely omitted
    Mike Russell              80,976     completely omitted
    Nicholas Tereshenko       53,984     completely omitted
    Kevin Walsh               26,992     completely omitted

There were a total of nine employees involved in the amended
split-dollar agreements, which are currently the obligations of
EFS VIII, Mr. Vohra states.  The claim of Patrick B. McAteer is
incorrectly listed as an obligation of EFS Xl and must be
corrected to an obligation of EFS VIII.  The total amount of that
obligation is $989,648 and not $191,620 as listed.

Accordingly, the PBM Employees ask the Court to compel Enron to
properly classify obligations owed to them under the amended
split-dollar agreements.

Headquartered in Houston, Texas, Enron Corporation is in the midst
of restructuring various businesses for distribution as ongoing
companies to its creditors and liquidating its remaining
operations.  Before the company agreed to be acquired, controversy
over accounting procedures had caused Enron's stock price and
credit rating to drop sharply.

Enron filed for chapter 11 protection on December 2, 2001 (Bankr.
S.D.N.Y. Case No. 01-16033).  Judge Gonzalez confirmed the
Company's Modified Fifth Amended Plan on July 15, 2004, and
numerous appeals followed.  Martin J. Bienenstock, Esq., and Brian
S. Rosen, Esq., at Weil, Gotshal & Manges, LLP, represent the
Debtors in their restructuring efforts.  (Enron Bankruptcy News,
Issue No. 132; Bankruptcy Creditors' Service, Inc., 15/945-7000)


EXIDE TECHNOLOGIES: Court Appoints Referee to Distribute Funds
--------------------------------------------------------------
As reported in the Troubled Company Reporter on Sept. 30, 2004,
Antoine Dodd and 108 lead claimants are parties to a global
settlement reached just before confirmation of the Exide
Technologies and its debtor-affiliates' reorganization plan.  
Pursuant to the global settlement, the aggregate amount of the
Dodd Claimants' claims was fixed in a single aggregate dollar
amount.  The aggregate claim is an allowed Class P4-A Claim under
the confirmed Plan.

In essence, the settlement provides a fund comprised of the Dodd
Claimants' allocable amount of the stock and warrants being
distributed, and to be distributed in the future, to holders of
Allowed Class P4-A Claims.  The Fund will be the source of
recovery for the 109 individual claims of the Dodd Claimants.

                         *     *     *

The United States Bankruptcy Court for the District of Delaware
appoints James Watson as Special Referee and A.G. Edwards Trust
Company FSB as the Trustee to analyze and report to the Bankruptcy
Court on the allocation of the Fund among them.

Headquartered in Princeton, New Jersey, Exide Technologies is the
worldwide leading manufacturer and distributor of lead acid
batteries and other related electrical energy storage products.
The Company filed for chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125).  Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, represent the Debtors
in their restructuring efforts.  Exide's confirmed chapter 11 Plan
took effect on May 5, 2004.  On April 14, 2002, the Debtors listed
$2,073,238,000 in assets and $2,524,448,000 in debts. (Exide
Bankruptcy News, Issue No. 58; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FEDERAL-MOGUL: Judge Lyons Approves U.S.-U.K. Court Protocol
------------------------------------------------------------
At the request of the plan proponents of the chapter 11 Plan of
Federal-Mogul Corporation and its debtor-affiliates -- the
Debtors, Unsecured Creditors Committee, the Asbestos Claimants
Committee, the Future Asbestos Claimants Representative, the Agent
for the Prepetition Bank Lenders and the Equity Committee -- and
the administrators of the U.K. Debtors, Judge Lyons of the U.S.
District Court for the District of Delaware approves certain
procedures and issues for inter-court communications between the
United States Bankruptcy Court for the District of Delaware, the
United States District Court for the District of Delaware and the
High Court of Justice, Chancery Division in London, England.

The procedures will create a structure that will permit
coordination and harmonization of the Federal-Mogul's
Reorganization Cases and will allow the U.S. Bankruptcy Court, the
U.S. District Court and the English Court to:

    -- communicate in a fair and transparent manner; and

    -- discuss between them those issues, which relate to the U.K.
       Debtors.

The matters for inter-court communications comprise of the
Administrators' issues and the Plan Proponents' issues:

A. Administrators' Issues

    (1) Implementation of the Plan in the U.K. by Schemes

        * The requirements of English law relating to schemes of
          arrangement pursuant to Section 245 of the Companies Act
          1985 and company voluntary arrangements pursuant to Part
          I of the Insolvency Act 1986;

        * The matters identified in the judgment given by David
          Richards on October 21, 2004, as being likely to be
          considered relevant factors by the English Court when
          assessing the merits and fairness of any Scheme or CVA
          proposed to implement the Plan in the UK, namely:

          -- whether or not any Scheme or CVA is likely to produce
             a return to creditors which is less than that which
             they could expect to receive in a liquidation, or
             equivalent distribution process, following a
             controlled realization of the assets of the UK
             Debtors by the Administrators; and

          -- whether or not any Scheme or CVA would be considered
             to be fair, as a matter of English law, having regard
             to the matters referred to in paragraphs 83 to 89, 98
             to 104, 106 to 116 and 117 to 120 of the judgment.

    (2) Creditors Meetings in Administration

        * The requirements for the calling of meetings of
          creditors pursuant to Section 17(3) of the Insolvency
          Act 1986; and

        * The jurisdiction of the English Court to direct
          administrators not to comply with resolutions passed by
          creditors at a meeting held pursuant to Section 17(3) of
          the Insolvency Act 1986.

    (3) Discharge of Administration Orders

        * The circumstances in which the English Court will
          discharge administration orders and, in particular, the
          circumstances in which the English Court would discharge
          an administration order to permit the company or its
          directors to promote Schemes or CVAs.

    (4) Mandatory Law & Conflicts of Laws

        * The requirements of English insolvency law, so far as
          they relate to the U.K. Debtors, including without
          limitation, the law relating to:

          -- realization of assets by administrators; and

          -- voting by creditors on any scheme or CVA and
             distributions to creditors;

        * The inconsistency between mandatory requirements of
          English insolvency law and the provisions of the Plan
          and in particular, the provisions of Article 8.16.1-5.

        * The effect, as a matter of English law, of a U.S. plan
          of reorganization on the claims of creditors making a
          claim in English insolvency proceedings whose claims are
          not governed by U.S. law or who would not, for the
          purposes of any U.K. insolvency proceedings be regarded
          by the English Court has being subject to the
          jurisdiction of the relevant U.S. bankruptcy court.

    (5) Comity

        * The extent to which, absent a supporting Scheme or CVA
          in the U.K., the English Court would or would not be
          prepared to give effect to the provisions of the Plan,
          if confirmed by the U.S. Court, as a matter of comity.

B. Plan Proponents' Issues

    (1) Estimation of the claims of the T&N Pension Trustees
        relating to the T&N Retirement Benefits Scheme (1989), if
        necessary;

    (2) In the event of a market test/controlled realization, the
        procedure to be adopted for the marketing and possible
        sales of the assets and businesses of the U.K. Debtors
        that will comply with U.S. and U.K. law;

    (3) Estimation of the value of all U.S. resident Asbestos
        Personal Injury Claims against T&N Limited and its
        subsidiary companies;

    (4) Estimation of the value of all U.K. resident Asbestos
        Personal Injury Claims against T&N Limited and its
        subsidiary companies;

    (5) Estimation of the value of all U.S. resident Asbestos
        Property Damage claimants against T&N Limited and its
        subsidiary companies; and

    (6) In the event of a market test/controlled realization, the
        allocation and distribution of any proceeds from a sale of
        the assets and businesses of the U.K. Debtors.

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


FEDERAL-MOGUL: Mt. McKinley Wants More Time to Conduct Discovery
----------------------------------------------------------------
Mt. McKinley Insurance Company, formerly known as Gibraltar
Casualty Company, and Everest Reinsurance Company, formerly known
as Prudential Reinsurance Company, ask the U.S. District Court for
the District of Delaware for more time to conduct discovery to
fully prosecute its objections to confirmation, including
allowance for adequate review of documents, identification of
expert witnesses, and preparation of expert reports.  Mt. McKinley
and Everest further ask Judge Lyons to compel Federal-Mogul
Corporation and its debtor-affiliates to produce documents that
are responsive to their requests and relevant to those asbestos-
related personal injury claims for which Mt. McKinley and Everest
will be demanded to provide indemnity under the Plan and Plan-
related documents.

Mt. McKinley and Everest dispute the Debtors' assertion that Mt.
McKinley and Everest, and certain other insurers owe them coverage
on account of certain insurance polices issued to entities that
are not debtors or parties to the Chapter 11 proceedings.

            Plan Provisions Involving Insurance Proceeds

Sean J. Bellew, Esq., at Cozen O'Connor, in Wilmington, Delaware,
relates that the Plan contemplates that payment to claimants
asserting asbestos-related personal injury claims will come from
the Asbestos Personal Injury Trust established pursuant to
Section 524(g) of the Bankruptcy Code.  The Trust is to include at
least four sub-funds that will be funded in substantial part with
the proceeds of insurance policies.

One of those sub-funds is the FMP Fund, from which the FMP Claims
will be processed and paid.  The Plan purports to assign to the
FMP Fund certain policies issued by:

    -- Gibraltar Casualty Company to Studebaker Worthington, Inc.,
       and McGraw-Edison Company; and

    -- Prudential Reinsurance Company to Studebaker Worthington,
       Inc.

Mr. Bellew notes that none of the policies were issued to the
Debtors.  According to the Plan, insurance proceeds are the only
assets available to pay FMP Claims.

Mr. Bellew contends that if confirmed, the Plan will significantly
and detrimentally affect Mt. McKinley's rights under the policies
in a number of ways:

    (1) The Plan calls for the assignment to the Trust of various
        insurance policies under which the Debtors claim coverage,
        in violation of the terms of those policies;

    (2) The Plan will be heralded as a full and final adjudication
        and resolution of all asbestos-related claims against the
        Debtor and the Trust, for which the Trust will seek
        indemnity from the Insurers;

    (3) The Plan, including the proposed Trust Distribution
        Procedures, call for payment of asbestos-related personal
        injury claims based on pre-defined matrix values, disease
        levels, medical and exposure criteria and allowance
        procedures that are so inconsistent with legal and
        historical values and criteria as to significantly and
        materially increase Mt. McKinley's exposure, if any, under
        the policies; and

    (4) The Plan and proposed TDP materially alter the terms and
        conditions of Mt. McKinley's contractually bargained for
        rights in contracts to which the Debtors were never
        parties.

                         FMP's Claims Files

Mt. McKinley has made repeated requests for access to the Debtors'
original FMP claims files warehoused in Michigan, including
requests for any relevant indices or other information describing
the contents of the documents housed in the Michigan facility.  
Hours after the Court's November 24 rulings ordering access to the
Claims Files, Mt. McKinley advised the Debtors that a
representative was prepared to travel to Michigan to review the
files on November 29, 2004.  The Debtors advised Mt. McKinley that
they could not give access to the warehouse on that date, but
would advise when access would be permitted.  The Debtors' counsel
later sent three indices purporting to list or describe the Claims
Files they were ordered to produce to Mt. McKinley.  The indices
identify in excess of 1,000 boxes of documents.  However, in
contravention of the Court's order, the Debtors refused to permit
Mt. McKinley access to the warehouse.  Mr. Bellew asserts that the
Court should require the Debtors to produce the documents as
previously ordered and in a manner that is meaningful to Mt.
McKinley.  The Debtors produced only three indices in three
separate formats.  Even a cursory review of the indices, however,
shows that only the Debtors are in a position to understand the
indices and how to determine which documents are responsive to the
discovery ordered by the Court.

The Debtors' conduct in failing to timely produce the requested
documents in accordance with the Court's directives has totally
gutted Mt. McKinley's ability to prosecute its confirmation
objections and otherwise protect its rights, Mr. Bellew maintains.  
Mt. McKinley's ability to comply with the Court's deadlines for
designating witnesses and exhibits and for submitting expert
reports depended on the Debtors' production of the claims files
and other related documents warehoused in Michigan and,
apparently, the New York area.  Mt. McKinley has, through no fault
of its own, been completely stonewalled in its efforts to review
these critical documents.

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


FLORSHEIM GROUP: Creditors Must File Proofs of Claim by Jan. 21
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
set at 4:30 p.m. on January 21, 2005, as the deadline for all
creditors owed money by Florsheim Group, Inc., on account of
claims arising prior to March 4, 2002, to file their proofs of
claim.

Creditors must file written proofs of claim on or before the
January 21 Claims Bar Date and those forms must be delivered to:

   (a) Logan & Company, Inc.
       Attn: Florsheim Group, Inc.
       546 Valley Road
       Upper Montclair, New Jersey 07043

   (b) Mark L. Radtke, Esq.
       Shaw, Gussis, Fishman, Giantz, Wolfson & Towbin, LLC
       321 North Clark Street, Suite 800
       Chicago, Illinois 60610

Florsheim Group, Inc. (OTC BB: FLSC.OB), filed for chapter 11
protection on March 4, 2002 (Bankr. N.D. Ill. Case No. 02 B 08209)
to facilitate a sale of its U.S. wholesale business and 23 retail
stores, its U.S. assets to the Weyco Group, Inc. for $45.6 million
in cash, subject to post closing adjustment.


FREEPORT-MCMORAN: S&P Upgrades Corporate Credit Ratings to BB-
--------------------------------------------------------------
Standard & Poor's Rating Services raised its foreign and local
currency corporate credit ratings on Freeport-McMoRan Copper &
Gold, Inc., to 'BB-' from 'B+'.  The outlook is stable.  At the
same time, Standard & Poor's raised its senior unsecured debt
rating to 'B+' from 'B' and its preferred stock rating to 'B-'
from 'CCC+'.

"The rating action stems from the recent upgrade of the Republic
of Indonesia's sovereign ratings and Standard & Poor's assessment
that political risks and economic risks, although still
considerable, have improved somewhat," said Standard & Poor's
credit analyst Dominick D'Ascoli.  The improvement in Indonesia's
economic and political environment increases stability in
Freeport-McMoRan's operating environment.

The ratings on Freeport-McMoRan reflect the risks of operating in
Indonesia and its limited operating diversity, offset partly by
the company's ownership of one of the lowest-cost copper
operations in the world, significant reserve base, and its strong
free cash flow generation.

With copper and gold reserves totaling 40 billion pounds and
47 million ounces, respectively, Freeport-McMoRan has significant
long-term production.  Freeport-McMoRan produced approximately
733 million pounds of copper and 1.1 million ounces of gold for
the 12 months ended Sept. 30, 2004.  The company benefits from a
fair degree of vertical integration as a result of its ownership
in two smelting and refining facilities, Atlantic Copper S.A.
(100%) in Spain, and PT Smelting Co. (25%) in Gresik, Indonesia.
The two smelters process approximately 50% of the mine's output.

Freeport ranks as one of the world's lowest-cost copper producers,
benefiting from the high gold content in its copper ore and
currently high gold prices, low labor costs, favorable geological
conditions, and open-pit mining operations.


FT WILLIAMS: Court Converts Chapter 11 Case to Chapter 7
--------------------------------------------------------
The Honorable J. Craig Whitley of the U.S. Bankruptcy Court for
the Western District of North Carolina authorized R. Keith
Johnson, the Chapter 11 Trustee of F.T. Williams Company Inc., to
convert its Chapter 11 restructuring case to a Chapter 7
liquidation proceeding.

The Court also approved the appointment of R. Keith Johnson as the
Chapter 7 Trustee for the Debtor's estate.

Judge Whitley based his decision on two facts cited by Mr. Johnson
in his motion:

   a) there is no reasonable likelihood of rehabilitation and
      reorganization for the Debtor; and

   b) the Debtor is unable to propose a plan of reorganization
      that is acceptable to its creditors and confirmable by the
      Court.

The Court concludes that these facts demonstrate causes to convert
the Debtor's Chapter 11 bankruptcy case to a Chapter 7 proceeding
pursuant to Section 1112 of the Bankruptcy Code.

Headquartered in Charlotte, North Carolina, F.T. Williams Company
Inc., filed for Chapter 11 protection on July 27, 2004 (Bankr.
W.D. N.C. Case No. 04-32623).  The Court converted the case to a
chapter 7 proceeding on December 7, 2004.  Kevin Michael Profit,
Esq., and Travis W. Moon, Esq., at Hamilton Gaskins Fay and Moon
represent the Debtor.  When the Debtor filed for chapter 11
protection, it listed $10,000,001 in total assets and $12,703,065
in total debts.


GATEWAY EIGHT: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Gateway Eight Limited Partnership filed its Schedules of Assets
and Liabilities with the U.S. Bankruptcy Court for the District of
Massachusetts disclosing:

   Name of Schedule           Assets        Liabilities
   ----------------         -----------     -----------
A. Real Property            $25,500,000   
B. Personal Property            186,954
C. Property Claimed
   as Exempt
D. Creditors Holding
   Secured Claims                           $22,326,454
E. Creditors Holding
   Unsecured Priority Claims                    141,900
F. Creditors Holding Unsecured
   Nonpriority Claims                         2,823,935
                            -----------     -----------
       Total                $25,686,954     $25,292,288

Headquartered in Boston, Massachusetts, Gateway Eight Limited
Partnership -- http://www.congressgroup.com/--is a real estate  
development, construction, property & asset management and
investment company.  The Debtor filed for chapter 11 protection on
Nov. 30, 2004 (Bankr. Mass. Case No. 04-19692).  When the Company
filed for protection from its creditors, it listed more than
$10 million in assets and debts.


GRACE INDUSTRIES: Wants to Hire Cullen and Dykman as Counsel
------------------------------------------------------------
Grace Industries, Inc., seeks permission from the U.S. Bankruptcy
Court for the Eastern District of New York to retain Cullen and
Dykman Bleakley Platt LLP as its bankruptcy counsel.

Cullen and Dykman will:

     a) give the Debtor advice with respect to its powers and
        duties as a debtor-in-possession in the continued
        management of its property and affairs;

     b) negotiate with creditors of the Debtor and work out a
        plan of reorganization and take the necessary legal
        steps in order to effectuate such a plan;

     c) prepare the necessary answers, orders, reports and other
        legal papers that are required in this case;

     d) appear before the Court to protect the interest of the
        Debtor and to represent the Debtor in all matters
        pending before the Court; and

     e) perform all other legal services for the Debtor which
        may be necessary for the preservation of the Debtor's
        estate and promote the best interests of the Debtor, its
        creditors and its estate.

Matthew G. Roseman, Esq., is the lead attorney in the Debtor's
chapter 11 proceeding.  Mr. Roseman will bill $300 per hour for
his legal services.  

To the best of the Debtor's knowledge, Mr. Roseman and his Firm
are "disinterested" as that term is defined in Section 101(14) of
the Bankruptcy Code.

Headquartered in Whitestone, New York, Grace Industries Inc. --
http://www.graceindustriesinc.com/-- specializes in asphalt
manufacturing & paving, concrete paving; airport, highway & bridge
construction; electrical, interior & exterior engineering &
design; demolition, foundations, piling, real estate, and roads,
sewer and water main construction.  The Company filed for chapter
11 proctetion on Dec. 6, 2004 (Bankr. E.D.N.Y. Case No. 04-27013).  
Matthew G. Roseman, Esq., at Cullen and Dykman Bleakley Platt LLP,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
$46 million in total assets and $30 million in total debts.


GRACE IND: Gets Interim Okay to Use $1.4 Mil. of Cash Collateral
----------------------------------------------------------------
The Honorable Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York gave Grace Industries, Inc., interim
approval to use approximately $1.4 million of cash collateral
securing repayment of amounts owed to St. Paul Fire and Marine
Insurance Company.  The Debtors needs access to this cash
collateral avoid immediate and irreparable harm to their estates.

The Debtors agree to use of St. Paul's cash collateral in
accordance with a weekly budget projecting:

                             For the Week Ending
                    ----------------------------------------
                       12/12      12/19      12/26     1/2
                    ---------- --------- ---------- --------
   Revenues         $2,278,762 $ 687,106 $2,679,169 $315,000
   Labor/Equipment   1,542,500   817,500  1,930,000  165,000
   Job Costs            96,275    53,000     45,000   46,775
   Payroll              45,120    45,120     91,540   46,660
   Loans/Leases         98,737   157,730     98,737
                     --------- --------- ---------- --------
   Total               783,844  (386,244)   612,629  (42,172)

The Court grants St. Paul valid and perfected post-petition liens
and security interests in all accounts receivable, equipment,
inventory and other properties to adequately protect its
interests.

Headquartered in Whitestone, New York, Grace Industries Inc. --
http://www.graceindustriesinc.com/-- specializes in asphalt
manufacturing & paving, concrete paving; airport, highway & bridge
construction; electrical, interior & exterior engineering &
design; demolition, foundations, piling, real estate, and roads,
sewer and water main construction.  The Company filed for chapter
11 protection on Dec. 6, 2004 (Bankr. E.D.N.Y. Case No. 04-27013).  
Matthew G. Roseman, Esq., at Cullen and Dykman Bleakley Platt LLP,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
$46 million in total assets and $30 million in total debts.


HOME CARE: Files Chapter 11 Joint Plan of Reorganization
--------------------------------------------------------
Home Care Home Health Agency, Inc., and Mayer Eisenstein MD SC,
presented to Judge Pamela S. Hollis of the U.S. Bankruptcy Court
for the Northern District of Illinois their chapter 11 Joint Plan
of Reorganization and a Disclosure Statement explaining that Plan
on December 13, 2004.

                       Terms of the Plan

Under the Plan, all Class 2 general unsecured creditors will
receive a pro rata distribution on their claims from a Creditor
Trust Account.  The Debtors propose a five-year payment plan, with
a balloon payment to be made into a Creditor Trust Account in
year 5 following this schedule:

                             Payment to
          Year          Creditor Trust Account
          ----          ----------------------
          Year 1          $50,000
          Year 2          $50,000
          Year 3          $75,000
          Year 4          $75,000
          Year 5         $200,000 balloon payment

General Unsecured Claims are comprised of:

    Claim                                      Claim Amount
    -----                                      ------------
    Unsecured Trade Claims                      $109,009.23
    Unsecured claims of Judgment Creditors   $31,193,576.50
                                             --------------
    Total Amount of Class 2 Claims:          $31,302,585.73

General unsecured creditors will recover $450,000 -- around 1.5%
of their claims.  The sole interest holder, Mayer Eisenstein M.D.,
will retain his equity in the Debtors.

On the effective date of the Plan, Mayer Eisenstein, M.D. will
continue to serve as President.  Mayer Eisenstein, M.D. will be
compensated at the same rate he has received during the pendency
of the chapter 11 cases, with appropriate annual increases.

A copy of the Joint Plan of Reorganization is available for free
at:

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

A copy of the Disclosure Statement is available for free at:

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

Mayer Eisenstein, M.D., S.C. is a medical practice with an
emphasis on alternative medicine and holistic healing.  Mayer
Eisenstein's wholly owned subsidiary, Home Care Home Health Agency
-- http://www.homefirst.com/-- is a program of care delivered by  
health care professionals in the patient's home.  Home Care
provides a full range of services in family health care in the
greater Chicago metropolitan area with five medical centers.  The
Debtors filed for chapter 11 protection on July 14, 2004 (Bankr.
N.D. Ill. Case No. 04-26224).  James A. Chatz, Ltd., Esq., at
Arnstein & Lehr represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from its
creditors, it listed less than $50,000 in assets and more than
$10 million in estimated debts.

The filing of the chapter 11 cases was precipitated by a lawsuit
filed against the Debtors by the mother of an infant who died 10
days after birth.  The infant was delivered by homebirth
supervised by one of the licensed medical doctors employed by
Mayer Eisenstein, Dr. Stephen Zumhagen.  While the cause of death
was undetermined, the mother obtained a jury verdict against the
Debtors.  The case was stayed as against Dr. Zumhagen.  The
chapter 11 cases were filed prior to a final judgment being
entered.


INTERMET CORP: Inks Pact with Major Customers to Amend Contracts
----------------------------------------------------------------
INTERMET Corporation (INMTQ.PK) has reached agreements with its
largest customers to amend certain purchase orders and contracts
on mutually satisfactory terms, primarily related to the recovery
of scrap-steel and other raw-material costs.  INTERMET intends to
file a motion with the Bankruptcy Court for authority to assume
these agreements.  If the motion is approved by the court,
INTERMET intends to withdraw the motion it filed with the court on
Nov. 17, 2004, for authority to reject certain executory customer
supply contracts.

"We are pleased that agreements have been reached with these
important customers, who represent nearly 80 percent of the
company's North American business," said Gary F. Ruff, INTERMET's
Chairman and CEO.  "It is a major step in the right direction as
we continue with our restructuring process.  We appreciate the
support of our customers and we remain committed to helping them
meet their needs with quality cast-metal components."

INTERMET informed certain customers in mid-November that it was
asking for court authority to reject contracts determined to be
burdensome because of terms that did not allow sufficient recovery
of raw-material costs, primarily scrap steel.

Terms of the amended agreements were not disclosed.

Headquartered in Troy, Michigan, Intermet Corporation --
http://www.intermet.com/-- provides machining and tooling  
services for the automotive and industrial markets specializing in
the design and manufacture of highly engineered, cast automotive
components for the global light truck, passenger car, light
vehicle and heavy-duty vehicle markets. Intermet, along with its
debtor-affiliates, filed for chapter 11 protection on Sept. 29,
2004 (Bankr. E.D. Mich. Case Nos. 04-67597 through 04-67614).
Salvatore A. Barbatano, Esq., at Foley & Lardner LLP, represents
the Debtors. When the Debtors filed for protection from their
creditors, they listed $735,821,000 in total assets and
$592,816,000 in total debts.


INTERSTATE BAKERIES: Has Until March 21 to Decide on Leases
-----------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates'
deadline to decide whether to assume or reject their real property
lease with Virginia Electric and Power Company with respect to the
premises located at Wilson Street in Chesapeake, Virginia, is
extended through and including the earlier of (a) effective date
of a plan of reorganization and (b) March 21, 2006.

So long as (a) a motion is filed prior to confirmation of a plan  
of reorganization or (b) the Debtors seek as a part of a plan of  
reorganization to assume or assign the Real Property Lease, the  
Real Property Lease will not be deemed rejected unless and until  
the Court so orders in connection with the hearing with respect  
to any such motion or plan of reorganization.

Pending assumption or rejection of the Real Property Lease, Judge  
Venters directs the Debtors to timely perform all of their  
obligations under the Real Property Lease as required by Section  
365(d)(3) of the Bankruptcy Code.

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


KRAMONT REALTY: Inks $1.25-Bil Merger Pact with Centro Properties
-----------------------------------------------------------------
Kramont Realty Trust (NYSE:KRT) has entered into an Agreement and
Plan of Merger providing for the merger of the Company into Centro
Watt America REIT III L.L.C., an affiliate of Melbourne,
Australia-based Centro Properties Limited (ASX:CNP) for a total
cost of approximately $1.25 billion in cash and assumed
indebtedness.  Simultaneously, other affiliates of Centro will be
merged into Kramont Operating Partnership, L.P. and Montgomery CV
Realty L.P.  The transaction is expected to close during the first
quarter of 2005.

In the transaction, which was unanimously approved by Kramont's
Board of Trustees, holders of the outstanding shares of Kramont
and outstanding limited partnership units of the Operating
Partnerships will receive:

   -- $23.50 per Common Share and per OP Unit.

      Either one series B-1 preferred share in Centro Watt America
      REIT III L.L.C., or, under certain circumstances, $25.00,
      plus accrued and unpaid dividends, per Series B-1 Preferred
      Share (NYSE:KRTPR).  Holders of each Series B-1 Preferred
      Share are currently entitled to convert such Share into
      Kramont Common Shares.

   -- $25.00 (the liquidation preference), plus accrued and unpaid
      dividends, per Series E Cumulative Preferred Share
      (NYSE:KRTPRE).

      Assuming a $23.50 price per Common Share, the acquisition
      would provide a premium of approximately 17% over Kramont's
      closing Common Share price of $20.08 on December 17, 2004.

The agreement calls for the payment of the previously announced
regular quarterly distributions on Kramont's Common and Preferred
Shares to shareholders of record as of January 3, 2005 and
December 28, 2004, respectively and payment of declared
distributions to holders of record of OP Units as of January 3,
2005.  The amount of any subsequent distributions will be deducted
from the price paid for Common Shares and OP Units.

The transaction is subject to the approval of Kramont's Common and
Series B-1 shareholders voting together and customary closing
conditions.  Cohen & Steers Capital Advisors, LLC acted as
financial advisor to Kramont and Legg Mason Wood Walker,
Incorporated rendered a fairness opinion to Kramont's Board in
connection with the transaction.

"This transaction offers a very attractive premium to our
shareholders," stated Louis P. Meshon, Sr., president and chief
executive officer of Kramont.  "Centro is a very well-respected
organization with the wherewithal to complete the transaction and
fund the forward operations of the company, including its
obligations into the future."

"Kramont's portfolio of neighborhood and community shopping
centers on the East Coast of the United States combined with its
experienced and highly regarded management team attracted us to
the company," stated Andrew Scott, chief executive officer of
Centro.  "We, along with our joint venture partner, Watt
Commercial Properties, look forward to continuing and expanding
upon Kramont's excellent track record."

                          About Centro

Centro Properties Group is a retail property investment and
services organization (covering property, development and funds
management services) that is customer focused, value adding and
team based.

Through its continuous program of strong and strategic growth
Centro has become one of Australia's leading property owners and
managers with a managed retail property portfolio valued in excess
of $5.2 billion and a market capitalization of $3.0 billion.
Centro holds ownership interests in 130 shopping centers across
main population areas in all states of Australia; with gross
leasable area of over 20 million square feet. In addition, Centro
currently owns and manages, in conjunction with its joint venture
partner Watt Commercial Properties, 17 retail properties in the US
with a total leasable area of 3.9 million square feet.

                         About Kramont
  
Kramont Realty Trust -- http://www.kramont.com/-- is a self-
administered, self-managed equity real estate investment trust
specializing in neighborhood and community shopping center
acquisitions, leasing, development and management. The company
owns, operates, manages and has under development 93 properties
encompassing nearly 12.6 million square feet of leasable space in
16 states. Nearly 80 percent of Kramont's centers are grocery,
drug or value retail anchored.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 23, 2004,
Moody's Investors Service placed its B3 preferred stock rating of
Kramont Realty Trust under review for upgrade due to the
announcement that Kramont agreed to merge into Centro Watt America
REIT III LLC, an affiliate of Melbourne, Australia-based Centro
Properties Limited (ASX: CNP), a property trust.  Simultaneously,
other affiliates of Centro will be merged into Kramont.  The
transaction is expected to close during the first quarter of 2005.  
During its review, Moody's will review the pro forma financial and
strategic structure of Centro and its US affiliates, and the
disposition of the Kramont preferred stock.  The review for
upgrade reflects Centro's status as a larger, more diverse and
seemingly more financially robust company than Kramont.  Moody's
does not rate Centro.


MIIX GROUP: Wants to Retain Traxi as Crisis Managers
----------------------------------------------------
The MIIX Group, Inc., and its debtor-affiliate ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Traxi LLC as their restructuring managers.

Traxi will:

     a) participate in management cash meetings, discussions
        regarding key vendors and customers, management
        discussions regarding major new business opportunities,
        and matters requiring Court approval;

     b) provide support for the preparation of financial and
        information filings;

     c) assist in the development of a plan of reorganization
        and related disclosure statement;

     d) assist in the development and presentation of business
        plans, cash flow projections and other analyses prepared
        for review by potential buyers of the Debtors;

     e) analyze and make recommendations to the Debtors with
        respect to any purchase offers from suitors;
     
     f) monitor the Debtors' activities regarding cash
        expenditures, receivables, collection, asset sale and
        projected cash requirements;

     g) attend at meetings that include an official committee of
        unsecured creditors, their attorneys and consultants and
        federal and state authorities, as necessary;

     h) review the Debtors' books and records for various
        transactions, including related party transactions,
        potential preferences, fraudulent conveyances, and other
        potential prepetition investigations;

     i) assist in any investigation that may be undertaken with
        respect to the Debtors' prepetition acts, conduct,
        property, liabilities and financial condition, their
        management and creditors, including the operation of
        their business, and as appropriate, avoidance actions;

     j) provide expert testimony;

     k) provide the Debtors with other and further financial
        advisory services regarding the Debtors' operations,
        including valuation, securing postpetition financing,
        general restructuring and advice with respect to
        financial, business and economic issues; and

     l) undertake such other activities as directed by the Board
        of Directors from time to time.

Perry M. Mandarino at Traxi will serve as the Debtors' chief
restructuring officer.  

The current hourly rates of professionals at Traxi:

            Designation         Rate
            -----------         ----
            Partners            $500
            Managers/Directors   275 - 400
            Associates           200 - 275
            Analysts             125 - 200

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

Headquartered in Lawrenceville, New Jersey, The MIIX Group, Inc.,
provides management services to medical malpractice insurance
companies.  The Company along with its debtor-affiliate filed for
chapter 11 protection on Dec. 20, 2004 (Bankr. D. Del. Case No.
04-13588).  Andrew J. Flame, Esq., at Drinker Biddle & Reath LLP
represents the Debtors in their restructuring efforts.  When the
Debtor filed for protection from its creditors its listed more
than $10 million in assets and debts.


MOLECULAR IMAGING: Likely Lease Defaults Spur Going Concern Doubt
-----------------------------------------------------------------
Molecular Imaging Corporation became overdue to several of its
critical vendors during the fiscal year ended June 30, 2004.  The
Company was required to restructure its equipment leases with
Siemens Financial Services, Inc., and GE Healthcare Financial
Services, Inc., in order to lower the monthly lease payments until
December 31, 2004.  However, the Company's monthly lease
obligations to Siemens and GE will resume to full payment
commencing January 2005. There is substantial uncertainty with
respect to the Company's ability to resume such full payments in
January 2005.

              Going Concern Doubt & Likely Default

The Company's $458,218 net loss, $35,026,392 accumulated deficit,
as of September 30, 3004, and resumption of full payment of its
monthly lease obligations to Siemens and GE in January 2005, raise
substantial doubt about the Company's ability to continue as a
going concern.  The Company's continued existence is dependent
upon its ability to resolve its liquidity problems, principally by
increasing revenues to cover operating expenses, reducing
operating expenses, and obtaining additional equity or debt
financing.  While pursuing additional equity or debt financing,
the Company must continue to operate on limited cash flows
generated internally. In the event the Company cannot raise
additional debt or equity financing, or increase its revenues and
decrease its operating expenses, by January 2005 in order to
resume full payments to Siemens and GE under the monthly equipment
leases, the Company will likely become in default under the lease
restructuring agreements with Siemens and GE.  In the event of a
default:

   (1) Siemens and GE would have the right to terminate the
       Siemens leases and GE leases, respectively;

   (2) repossess the molecular imaging equipment operated by the
       Company under the leases; and

   (3) demand payment for all costs and expenses related to
       repossessing and reselling the equipment.

                   Operations Hinge on Leases

A default under the Siemens leases and GE leases could also result
in a default under the three molecular imaging equipment leases
assigned to Ascendant PET Partners-I, LLC in May of 2003.  In the
event of a default, PET Partners would also be entitled to
repossess their equipment and demand payment for costs and
expenses.  The Company generates substantially all of its revenue
from the operation of the molecular imaging equipment under these
leases.  The repossession of all or a portion of this molecular
imaging equipment would result in the Company's inability to
generate further revenues.  In addition, the Company will be
required to raise additional debt or equity capital to add or
acquire additional mobile or stationary molecular imaging sites.
However, there can be no assurance as to whether, when, or upon
what terms the Company will be able to consummate any financing to
raise any additional debt or equity capital.

Molecular Imaging's primary source of liquidity is cash from
ongoing operations.  However, since inception it has incurred
significant losses, which it has financed primarily through the
sale of equity securities.  

Management says the Company needs to raise additional capital in
order to meet its ongoing cost of operations. In addition, it will
be required to raise additional capital in the future if it is to
add or acquire additional mobile units or stationary sites.
Molecular Imaging does not have any debt or credit facility
available in place at this time.  It is actively exploring various
financing alternatives.  However, there can be no assurance as to
whether, when, or upon what terms the Company will be able to
consummate any financing.

Molecular Imaging Corporation is a leading national service
provider of Positron Emission Tomography diagnostic imaging
services.  PET is a 3-Dimensional Full Body molecular imaging
procedure used to diagnose stage and assess treatment outcomes for
many cancers, cardiovascular disease and neurological disorders.
The Company operates both mobile and permanent (fixed) PET imaging
technologies for hospitals, diagnostic imaging centers and
physician group practices offices across the U.S. The Company's
clinical web site -- http://www.PETadvances.com/-- addresses  
questions about the various cancers and how molecular imaging can
assist and benefit physicians and their patients.  The Company's
commercial web site -- http://www.molecularimagingcorp.com/--  
addresses questions about our commercial services and investor
relations.

At Sept. 30,2004, Molecular Imaging's balance sheet showed a
$3,986,458 stockholders' deficit, compared to a $3,528,240 deficit
at June 30, 2004.


NAVISITE INC: Names Stephen J. Pace as Executive Officer
--------------------------------------------------------
NaviSite, Inc., a leading provider of managed application services
and a broad range of outsourced hosting services, disclosed the
appointment of Stephen J. Pace, Senior Vice President, Sales and
Marketing of NaviSite, Inc., as an executive officer of NaviSite.

From 2000 to 2004, Mr. Pace served as Vice President, Sales and
Marketing for Surebridge, Inc. (now known as Waythere, Inc.), a
provider of managed application services for mid-market companies.  
NaviSite acquired substantially all of the assets and liabilities
of Surebridge on June 10, 2004.  From 1998 to 2000, Mr. Pace
served as Vice President, Sales of NetScout Systems, Inc., a
provider of integrated network performance management solutions.  
Mr. Pace is 44 years old.  There are no family relationships
between Mr. Pace and any director or other executive officer of
NaviSite.

In connection with NaviSite's acquisition of Surebridge, NaviSite
and Mr. Pace entered into an employment offer letter, dated as of
June 9, 2004, pursuant to which Mr. Pace has an initial annual
salary of $255,000.  Mr. Pace will also be eligible to earn
additional compensation under NaviSite's 2005 Senior Vice
President, Sales and Marketing Compensation Plan, which NaviSite
expects to adopt in the near future.  Pursuant to the employment
offer letter, on June 10, 2004, Mr. Pace was granted an option to
purchase 100,000 shares of NaviSite's common stock at an exercise
price of $4.39 per share.  Such option vests and becomes
exercisable as to 25% of the total number of shares subject to the
option on the six-month anniversary of the date of grant and as to
the remainder of shares subject to the option in 36 equal monthly
installments thereafter.  The employment offer letter also
provides that in the event NaviSite terminates Mr. Pace's
employment for reasons other than cause (as defined), NaviSite
shall continue to pay Mr. Pace his base salary for a period of
12 months, provided that if Mr. Pace commences any employment
during the 12-month period following the termination of his
employment, the remaining amount of base salary to be paid by
NaviSite will be reduced by the amount of compensation received by
Mr. Pace from such other employment.

                       About the Company

NaviSite was founded in 1997 and is headquartered in Andover,
Massachusetts, with offices and data centers across the United
States and in the UK.  The Company has approximately 500 employees
servicing approximately 1,100 customers worldwide.  For more
information, visit http://www.navisite.com/or call  
978.682.8300.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 9, 2004,
NaviSite, Inc., disclosed last week that it received an audit
report on its fiscal year 2004 consolidated financial statements
from KPMG LLP, and the report contains an explanatory paragraph
stating that the Company's recurring losses since inception and
accumulated deficit, as well as other factors, raise substantial
doubt about NaviSite's ability to continue as a going concern.

NaviSite anticipates it will continue to incur net losses in the
future, and notes that it has significant fixed commitments for
real estate, bandwidth commitments, machinery and equipment
leases.

NaviSite says that it needs to obtain additional financing.
NaviSite filed a registration statement with the SEC in early 2004
to register shares of common stock to issue and sell in a public
offering to raise additional funds.


NEXPAK CORP: Judge Kendig Confirms Amended Plan of Reorganization
-----------------------------------------------------------------
The Honorable Russ Kendig of the U.S. Bankruptcy Court for the  
Northern District of Ohio put his stamp of approval on NexPak  
Corporation and its debtor-affiliates' Second Amended Joint Plan
of Reorganization on December 21, 2004.

The Debtors filed their Disclosure Statement and Second Amended
Joint Plan on November 10, 2004.  The Court approved the adequacy
of the Disclosure Statement explaining that Plan the same day.

As reported in the Troubled Company Reporter on November 26, 2004,
the Debtors' Plan provides that the lenders under the Prepetition  
Credit Facility, holding approximately $145 million of Secured  
Claims, will convert their Bank Loan Claims into interests in a
$37 million New Subordinated Term Loan.  The balance of their
Secured Claims will be converted into 100% of the equity in
Reorganized NexPak Corporation.  

Full-text copies of the Disclosure Statement and Amended Plan are  
available for a fee at:

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

Headquartered in Uniontown, Ohio, NexPak Corporation, --  
http://www.nexpak.com/-- manufactures and supplies standard and   
custom packaging for DVD, CD, video, audio, and professional media  
formats.  The Company filed for chapter 11 protection on  
July 18, 2004 (Bankr. N.D. Ohio Case No. 04-63816).  Ryan Routh,  
Esq., and Shana F. Klein, Esq., at Jones Day represent the Debtors  
in their restructuring efforts.  When the Company filed for  
protection from its creditors, it reported approximately  
$101 million in total assets and total debts approximating  
$209 million.


NORTHWESTERN CORP: Board of Directors Elects Three New Officers
---------------------------------------------------------------
NorthWestern Corporation d/b/a NorthWestern Energy (Nasdaq: NWEC)
reported that its Board of Directors has elected:

    * Thomas J. Knapp as General Counsel;

    * Michael L. Nieman as Internal Audit & Controls Officer; and

    * Paul J. Evans as Treasurer.  

The officer elections are effective immediately.

Mr. Knapp is responsible for all in-house and outside legal
activities for the Company, including risk management insurance
and loss prevention activities, governance and compliance
activities, contract administration and information development
and records retention.  He reports to Gary G. Drook, President and
Chief Executive Officer.  Knapp replaces Eric Jacobsen who has
elected to leave the Company effective Jan. 1, 2005, to pursue
other interests.

"During his more than two years with NorthWestern, Tom has been
directly involved in the Company's successful reorganization
efforts," said Mr. Drook.  "He has broad experience in the energy
industry and will be an important addition to NorthWestern's
executive management team."

Mr. Knapp joined NorthWestern in 2002 and has 25 years of
corporate and large legal firm experience with energy,
transportation, retail and other industrial companies.  Prior to
joining NorthWestern, Mr. Knapp held management positions at The
Boeing Company, The Burlington Northern and Santa Fe Railway
Company and Paul, Hastings, Janofsky & Walker LLP.

Mr. Knapp holds a Juris Doctor degree from Loyola University
School of Law, Chicago, Ill., and a BA, Political Science
Business, from the University of Illinois, Urbana, Ill., and has
completed Continuing Legal Education at the National Institute of
Trial Advocacy.

Mr. Nieman's primary responsibilities are to direct NorthWestern
Energy's internal audit function and control processes including
Sarbanes-Oxley compliance and Enterprise Risk Management
processes.  In this position, Mr. Nieman will report directly to
the chairman of the Audit Committee of the Board of Directors and
will report administratively to Brian B. Bird, Chief Financial
Officer.  Mr. Nieman replaces George Boyles who recently resigned
from the company to become controller of a hospital in his native
Fairmont, W.Va.

Mr. Nieman joined NorthWestern in 1992 as an accountant and has
held several finance positions including most recently Director -
Financial Planning & Analysis.  Mr. Nieman holds a bachelor's
degree in accounting from Moorhead (Minnesota) State University
and is a Certified Public Accountant.

Mr. Evans joined NorthWestern as Treasurer in July 2004 after
working as a financial consultant for the Company for the past two
years.  He reports to Mr. Bird.  Mr. Evans is filling a vacant
position and will head all of the Company's treasury functions
including capital procurement, cash management, and credit, and
will handle the Company's banking relationships.

A Certified Public Accountant, Mr. Evans has a significant
financial background in the energy industry.  Prior to joining
NorthWestern, Mr. Evans was Vice President - Structured Finance,
Valuation and Treasury Operations for Duke Energy North America.
Prior to Duke Energy, Mr. Evans was Executive Director - Project
Finance for NRG Energy.  After serving three years in the U.S.
Army, Mr. Evans graduated from Stephen F. Austin State University
in Nacogdoches, Texas with a Bachelor of Business Administration -
Accounting.  He also holds a Master of International Management
from Thunderbird, The Garvin School of International Management in
Glendale, Ariz.

Headquartered in Sioux Falls, South Dakota, NorthWestern
Corporation (Pink Sheets: NTHWQ) -- http://www.northwestern.com/   
-- provides electricity and natural gas in the Upper Midwest and
Northwest, serving approximately 608,000 customers in Montana,
South Dakota and Nebraska.  The Debtors filed for chapter 11
protection on September 14, 2003 (Bankr. Del. Case No. 03-12872).
Scott D. Cousins, Esq., Victoria Watson Counihan, Esq., and
William E. Chipman, Jr., Esq., at Greenberg Traurig, LLP, and
Jesse H. Austin, III, Esq., and Karol K. Denniston, Esq., at Paul,
Hastings, Janofsky & Walker, LLP, represent the Debtors in their
restructuring efforts.  On the Petition Date, the Debtors reported
$2,624,886,000 in assets and liabilities totaling $2,758,578,000.
The Court entered a written order confirming the Debtors' Second
Amended and Restated Plan of Reorganization, which took effect on
November 1, 2004.


NPS PHARMACEUTICALS: Gets $175 Mil. from Private Notes Placement
---------------------------------------------------------------
NPS Pharmaceuticals, Inc., (Nasdaq: NPSP) closed a private
placement of $175 million of notes with institutional investors.
The notes are secured by revenues paid to NPS from sales of
Sensipar(R), a drug licensed to and sold by Amgen, Inc., for the
treatment of hyperparathyroidism.

Payments for the notes will be made from Sensipar royalty and
milestone payments under a Development and License Agreement
between NPS and Amgen.  The notes are non-recourse and non-
convertible, meaning that under no circumstance is NPS obligated
to repay the notes, and under no circumstance will the notes
convert to equity.

The annual interest rate on the notes is 8%, with interest payable
quarterly beginning March 30, 2005.  In addition to payments on
the notes from royalties and milestones, an interest reserve
account has been funded with approximately $14 million of the
proceeds of the offering to support the payment of interest until
December 30, 2006.  Beginning March 30, 2006, if the Sensipar
royalties received exceed the interest payments and expenses due
for any given year, the excess will be used to redeem the notes at
par, and under certain circumstances, to pay a redemption premium.    
The legal final maturity date of the notes is March 30, 2017
unless the notes are repaid earlier due to Sensipar sales that
exceed certain predetermined amounts.  In addition, the notes may
be redeemed by NPS on any quarterly payment date subject to the
payment of a redemption premium.  Once the notes are repaid in
full, NPS will receive all royalty payments due under the
Development and License Agreement with Amgen.

Net proceeds to NPS from the financing will be approximately
$155 million after interest reserves and transaction costs.  NPS
will use the proceeds of the placement to fund clinical trials of
NPS's product candidates, fund the development of its sales,
marketing and manufacturing capabilities and build-up of
inventory, advance its preclinical research programs, in-license
or acquire complementary product candidates or products,
technologies or companies, and fund general corporate purposes.

The notes have not been and will not be registered under the
Securities Act of 1933 and may not be offered or sold in the
United States absent an applicable exemption from the registration
requirements of the Act.  

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 11, 2003,
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to NPS Pharmaceuticals Inc.  At the same time,
Standard & Poor's assigned its 'B-' senior unsecured debt rating
to the company's $192 million 3% convertible notes due 2008.

The outlook is stable.


ON SEMICONDUCTOR: Updates Guidance Following Sr. Note Purchase
--------------------------------------------------------------
ON Semiconductor Corporation (Nasdaq:ONNN) has successfully
purchased $195 million principal amount of its 12% Senior Secured
Notes due 2008 and $130 million principal amount of its 12% Senior
Secured Notes due 2010 previously issued by the company and
Semiconductor Components Industries, LLC, comprising 100% of the
outstanding notes of each series.  The purchase of notes was
financed with approximately $71 million of cash on hand and
$325 million of new borrowings under an amendment and restatement
of the company's senior secured credit facilities.

This transaction will enable the company to reduce annualized
interest expense by approximately $27 million for calendar year
2005, given current interest rates.  Assuming no change in LIBOR,
annualized net interest expense will decrease from prior guidance
of approximately $88 million to approximately $61 million in
calendar year 2005, a reduction of approximately 31 percent.

Borrowings under the company's senior secured credit facilities
have increased from approximately $320.5 million to approximately
$645.5 million, which is offset by the $325 million reduction of
Senior Secured Notes.  The $645.5 million senior secured credit
facilities will bear interest at a rate of LIBOR plus 300 basis
points.  Due to debt prepayment costs associated with this
transaction, the company no longer expects to be profitable on a
U.S. GAAP basis in the fourth quarter of 2004, as previously
guided.

"This transaction significantly reduces our interest burden,
simplifies our financial structure by the elimination of two
series of secured bonds and extends the maturity of our debt,"
said Donald Colvin, ON Semiconductor senior vice president and
CFO.  "The purchase of $325 million aggregate principal amount of
our 2008 and 2010 Senior Secured Notes concludes a year of
significant capital structure improvement.  With this transaction
and assuming no change in LIBOR, we have reduced our annualized
net interest expense by over $75 million as compared to the end of
2003."

                     About ON Semiconductor

ON Semiconductor (Nasdaq:ONNN) -- http://www.onsemi.com/-- offers  
an extensive portfolio of power- and data-management
semiconductors and standard semiconductor components that address
the design needs of today's sophisticated electronic products,
appliances and automobiles.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 23, 2004,
Moody's Investors Service affirmed the debt ratings of ON
Semiconductor and its subsidiary, Semiconductor Components
Industries, LLC, and assigned a rating of B3 to the new
$645 million Tranche G term loan.  The rating outlook remains
positive.

Moody's maintains these ratings for ON Semi and its subsidiaries:

   * Senior implied rating of B3;

   * $25 million secured revolving credit facility and
     $320 million Tranche F Term Loan maturing through Nov. 2007,
     both rated B3;

   * First lien secured notes and second lien secured notes rated
     B3 and Caa1, respectively;

   * Senior unsecured issuer rating of Caa1.


OVERHILL FARMS: Sept. 26 Balance Sheet Upside-Down by $2.5 Million
------------------------------------------------------------------
Overhill Farms, Inc., (AMEX: OFI) reported results for the fiscal
year ended Sept. 26, 2004.  These included a significant increase
in operating income and a reduction in net loss on slightly lower
sales compared to year-ago results.

Operating income for fiscal 2004 was $6,276,000, an increase of
$4,420,000 or 238% from the $1,856,000 reported for fiscal 2003.  
The increase was the result of operational efficiencies and other
improvements in the company's cost structure.

Net revenues for fiscal 2004 were $133,957,000, a decrease of
$2,993,000 (2%) from the $136,950,000 reported for fiscal 2003.  
The decline occurred entirely in the first two quarters of fiscal
2004, during which sales were 14% lower than the corresponding
periods for fiscal 2003.  Sales during the first two quarters of
2004 were adversely affected by the Southern California grocery
strike and by reduced demand from airlines.  During the latter
part of fiscal 2004, revenue increased in all business areas,
offsetting the earlier period declines.

Revenue increases in the third and fourth quarters of fiscal 2004
resulted both from continued development of existing accounts and
from new accounts in the retail and food service areas, which the
company believes have significant growth potential.

While revenues from airline customers increased significantly
during the last two quarters of fiscal 2004, the company remains
cautious concerning projections for future airline revenues.  It
noted that increased fuel costs, which have impacted airline
profitability, could result in airlines taking additional cost-
saving measures, which could include reductions in meal service.  
The company believes that any further reduction in per-passenger
meal spending by airlines could be offset by sales to additional
airlines and increased sales in other business areas.

Despite the slight decline in revenues, gross profit for fiscal
2004 increased $2,369,000 (20%) to $14,311,000 from $11,942,000
for fiscal 2003.  Gross profit margin as a percentage of net
revenues increased to 11% for fiscal 2004 from 9% for fiscal 2003.

The company attributed the margin improvement to cost savings and
efficiencies resulting from the company's plant consolidation and
the company's decision to discontinue business activities that did
not meet profitability objectives.  Reductions in operating
supplies, rent expense, freight and outside storage costs resulted
in a $5,362,000 (4%) decline in cost of sales for fiscal 2004 to
$119,646,000 from $125,008,000 for fiscal 2003.

Selling, general and administrative expenses (SG&A) for fiscal
2004 decreased $2,051,000 (20%) to $8,036,000 from $10,087,000 for
fiscal 2003.  The decrease in SG&A for the fiscal year resulted
primarily from reductions in salaries, the reduced requirement for
point-of-sale product demonstration and promotional activity, and
decreases in the provision for bad debts.

The company reported a net loss of $2,142,000 for fiscal 2004 as
compared to a net loss of $6,422,000 for the previous fiscal year,
an improvement of $4,280,000.  The net loss in fiscal 2004
included a charge of $2,778,000 ($1,695,000 net of tax) related to
extinguishment of debt, $2,558,000 of which was non-cash.

In discussing the fiscal year-end results, James Rudis, Overhill
Chairman and Chief Executive Officer, said, "Recognizing that we
still have significant opportunity for improvement, we are pleased
with the progress we have made during the past fiscal year.  The
positive results of our cost-cutting measures and of our plant
consolidation, along with the opening of several new accounts and
the increase in revenues from existing customers during the second
half of the fiscal year, all lead us to be optimistic for the
future."  Mr. Rudis said, "We anticipate that the company will be
profitable for fiscal 2005 and that we will now be in the position
to seek out various opportunities to improve shareholder value.  
These opportunities include additional improvements in labor
productivity, alternative financing options and the potential
acquisition or licensing of additional products or businesses, or
other business combinations."

Overhill Farms is a value-added supplier of high quality frozen
foods to airline, foodservice, and retail, including weight loss,
customers.

At Sept. 26, 2004, Overhill Farms' balance sheet showed a
$2,481,115 stockholders' deficit, compared to a $339,459 deficit
at Sept. 28, 2003.


OWENS CORNING: Appoints Robert B. Smith as Director
---------------------------------------------------
On December 9, 2004, Robert B. Smith, Jr. was elected a Director
of Owens Corning.  "Mr. Smith was also named to serve on the
Finance Committee and the Financial Reorganization Committee of
the Board of Directors," Stephen K. Krull, Owens Corning Senior
Vice President, General Counsel and Secretary, informs the
Securities and Exchange Commission.

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. (Owens Corning Bankruptcy News, Issue No.
90; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PACIFIC GAS: Appoints Patricia Lawicki as Vice President & CIO
--------------------------------------------------------------
Pacific Gas and Electric Company's board of directors has elected  
Patricia Lawicki as vice president and chief information officer.
This appointment is effective January 12, 2005.

Ms. Lawicki will be responsible for the utility's information  
systems, including those involved in customer transactions,  
billing, outage information tracking and communications, call  
center support, as well as budget and finance, enterprise-wide  
office systems, networks and other related areas.

"Effective use of information technology is key to our
operations," said Gordon R. Smith, president and CEO of Pacific  
Gas and Electric Company.  "We look forward to the skills and  
experience Pat will bring to the organization and to our  
leadership team."

Prior to joining Pacific Gas and Electric Company, Ms. Lawicki  
served as vice president of enterprise integration and strategy  
and chief information officer for NiSource, a natural gas and  
electric utility holding company with 3.7 million customers in  
the Midwest and Northeast.  Ms. Lawicki joined NiSource in 1996 as  
director of information technology, and was named vice president  
in 2000.  Before joining NiSource, Ms. Lawicki spent 16 years as
an information technology and management consultant, with
extensive experience in utilities' information systems.

Ms. Lawicki earned a bachelor's degree in technology management  
from Purdue University, and a master's degree and an MBA, both  
from Indiana University.

Headquartered in San Francisco, California, Pacific Gas and
Electric Company -- http://www.pge.com/-- a wholly owned  
subsidiary of PG&E Corporation (NYSE:PCG), is one of the largest
combination natural gas and electric utilities in the United
States.  The Company filed for Chapter 11 protection on
April 6, 2001 (Bankr. N.D. Calif. Case No. 01-30923).  James L.
Lopes, Esq., William J. Lafferty, Esq., and Jeffrey L. Schaffer,
Esq., at Howard, Rice, Nemerovski, Canady, Falk & Rabkin represent
the Debtors in their restructuring efforts. On June 30, 2001, the
Company listed $23,216,000,000 in assets and $22,152,000,000 in
debts.  Pacific Gas and Electric emerged from chapter 11
protection on April 12, 2004, paying all creditors 100 cents-on-
the-dollar plus post-petition interest.  (Pacific Gas Bankruptcy  
News, Issue No. 88; Bankruptcy Creditors' Service, Inc.,  
215/945-7000)


PHOENIX: Merger Prompts Company to Change Name to Lighting Science
------------------------------------------------------------------
The Phoenix Group Corporation (Pink Sheets:PXGC) is changing its
name to Lighting Science Group Corporation by means of a
parent/subsidiary merger with its wholly owned subsidiary,
Lighting Science, Inc.  Pursuant to a resolution approved by the
board of directors earlier this month, The Phoenix Group
Corporation has filed a certificate of merger with the office of
the Secretary of State of Delaware to complete the merger of
Lighting Science with and into The Phoenix Group and the name
change.

"We decided to be proactive and avoid any potential confusion with
respect to the focus and direction of the company," said Ron Lusk,
chairman of The Phoenix Group.  "This company is committed to
introducing the marketplace to Optimized Digital Lighting(TM)
products."

This patent pending technology developed by Lighting Science
optimizes the use of light emitting diodes (LEDs) in many
illumination applications.  "With energy savings of as much as 90%
over conventional incandescent bulbs, LED lighting is clearly an
emerging technology," said Fred Maxik, chief technology officer of
the company.

"Changing the name to Lighting Science Group Corporation is
designed to emphasize the core business of the company, but yet
leave room for additional opportunities that may emerge from the
technology upon which our LED applications are based," said Mr.
Lusk.

            About Lighting Science Group Corporation

Lighting Science Group Corporation designs and sells energy
efficient lighting solutions based on LEDs (light emitting
diodes).  The company's patent pending designs and manufacturing
processes enable affordable, efficient and long lasting LED bulbs
which are quickly deployed in existing lighting applications and
realize immediate cost and environmental benefits.

                         *     *     *

                      Going Concern Doubt

In its Form 10-Q for the quarterly period ended Sept. 30, 2004,
filed with the Securities and Exchange Commission, The Phoenix
Group reported a loss from operations of approximately $2,900,000
for the period beginning September 26, 2003 through Sept. 30,
2004.

The Company has undertaken a private placement to increase its
liquidity.  As of November 5, 2004, this effort has raised
$2,644,450.  The proceeds from the private placement have been
used to maintain the corporate overhead of the Company and to
satisfy the Company's commitment to provide adequate working
capital for the operations of Lighting Science.  All obligations
of the Company under the agreement to purchase the common stock of
Lighting Science have now been completed.

In light of the Company's inability to independently meet its
short-term corporate obligations beyond the first quarter of 2005,
its viability as a going concern is uncertain.  

"The Company is currently exploring additional strategic
opportunities including, but not limited to, potential mergers or
acquisitions, although no additional mergers or acquisitions are
planned," the Company said in its SEC filing.  "An investment
advisory firm has been retained to assist with the strategic
review and to formulate proposed plans and actions for
consideration by the board of directors of the Company.  Despite
these activities, there can be no assurance that management's
efforts to sufficiently recapitalize the Company will be
successful."


PREMIER CONCEPTS: Taps Barash & Everett as Bankruptcy Counsel
-------------------------------------------------------------
Premier Properties asks the U.S. Bankruptcy Court for the Central
District of Illinois for permission to employ Barash & Everett,
LLC, as its general bankruptcy counsel.

Barash & Everett is expected to:

   a) advise the Debtor with respect to its powers, rights,
      duties and obligations in its chapter 11 case in relation
      to the continued operation of its business;

   b) represent and protect the interests of the Debtor in all
      matters pending before the Bankruptcy Court; and

   c) perform all other legal services that are appropriate and
      necessary in the Debtor's chapter 11 case.

Barry M. Barash, Esq., a Partner at Barash & Everett, is the lead
attorney in the Debtor's restructuring.  Mr. Barash discloses that
the Firm received a $36,661 retainer. Mr. Barash will bill the
Debtor $250 per hour.

Mr. Barash reports Barash & Everett's professionals bill:

    Professional                Designation      Hourly Rate
    ------------                -----------      -----------
    Reynolds M. Everett, Jr.    Partner             $225
    Jamie L. Ross               Counsel              200
    Grant R. Gulovsen           Counsel              150
    Keith A. Luymes             Counsel              150
    Thomas A. Hill              Counsel              150
    Clinton A. Block            Counsel              150
    Maya Parekh                 Associate            125
    Douglas E. Main             Paralegal            100
    Pamela K. Mangieri          Paralegal             85
    Jennifer Timmons            Paralegal             85
    Gretchen Penfold            Paralegal             75
    Tina Blum                   Paralegal             75

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

Headquartered in Moline, Illinois, Premier Properties filed for
chapter 11 protection on December 9, 2004 (Bankr. C.D. Ill. Case
No. 04-85449).  When the Debtor filed for protection from its
creditors, it listed estimated assets of $1 million to $10 million
and estimated debts of $10 million to $50 million.  


PROSOFTTRAINING: Gets Nasdaq Delisting Notice
---------------------------------------------
ProsoftTraining (Nasdaq: POSO) received notification of a Nasdaq
Staff Determination on Dec. 21, 2004, indicating that its
securities are subject to delisting from The Nasdaq SmallCap
Market.  Nasdaq Marketplace Rule 4310(c)(4) establishes a minimum
$1.00 closing bid price per share requirement for continued
listing, with which the company is not in compliance.  The Staff
Determination was made following the expiration of the 180-day
grace period previously granted by Nasdaq and the minimum bid
price for the company's shares remaining below $1.00.  The company
continues to meet the other listing requirements established by
Nasdaq.

Prosoft will request a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination.  If a
hearing is granted, the stock will continue to trade on The Nasdaq
SmallCap Market pending the panel's decision.  If a hearing is not
granted, the company's securities will be delisted on Dec. 30,
2004.  At the company's 2004 annual stockholders' meeting to be
held on Jan. 7, 2005, the stockholders will consider a proposal to
amend the company's articles of incorporation to effect a share
consolidation of between 2-for-1 and 7-for-1.  The share
consolidation is designed to raise the company's share price to a
level that will allow it to meet and maintain compliance with Rule
4310(c)(4).  Prosoft has filed a definitive proxy statement with
the Securities and Exchange Commission that explains the proposed
share consolidation in detail.  There can be no assurance that the
panel will grant the company's request for continued listing
following the hearing, or that the proposed share consolidation
will be approved by the company's shareholders or, if approved,
that it will be successful in raising the share price sufficiently
to regain and maintain compliance with the Nasdaq rules.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 9, 2004,
Grant Thornton LLP completed its audit of ProsoftTraining's
financial statements for the fiscal year ending July 31, 2004, on
September 24, 2004.  Grant Thornton says that there is substantial
doubt about the Company's ability to continue as a going concern.


RCN CORP: Judge Drain Approves City of Chicago Release Pact
-----------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York authorizes RCN Corp. and RCN Chicago
to enter into, and perform under, a Release and Settlement
Agreement to compromise, settle and release all disputes between
them.

The salient terms of the Settlement Agreement include:  
  
   (1) The City will retain all amounts it previously drew from  
       the Letters of Credit.  Two days after the Effective Date  
       of the Settlement Agreement, RCN Corp. will pay the City  
       $3,450,000.  
  
   (2) The Areas 3 and 4 Franchise Agreements will be rejected  
       and all of RCN Chicago's rights and obligations under the  
       Agreements will be extinguished.  The Surety Bonds with  
       respect to the Areas 3 and 4 Franchise Agreements will be  
       released to RCN Corp.  
  
   (3) The Areas 1 and 2 Franchise Agreements will be assumed by  
       RCN Chicago.  The Area 2 Franchise Agreement will be  
       assumed, as modified by the Settlement Agreement.  
       Specifically, with respect to Area 2, the Franchise  
       Agreement will be modified so that RCN Chicago will only  
       be required or allowed to offer cable television services  
       to the homes and businesses that can be served by laterals  
       from existing network facilities as of the Effective Date.  
       Accordingly, all current and future build-out obligations  
       set forth in the Area 2 Franchise Agreement will be  
       terminated.  Moreover, RCN Chicago will have the right to  
       terminate the Area 2 Franchise Agreement without penalty  
       in the event RCN Chicago determines in the future not to  
       continue to provide cable television services in Area 2.  
  
   (4) RCN Corp. will provide the City access to four dedicated  
       dark fiber strands on certain parts of the RCN Network and  
       six dedicated dark fiber strands in certain other parts of  
       the RCN Network.  The provision of these fibers, as set  
       forth in a Dark Fiber IRU Agreement, will be in exchange  
       for the City's agreement to modify the Area 2 Franchise  
       Agreement.  
  
   (5) RCN Corp will withdraw the Modification Petition and  
       related litigation.  In addition, mutual releases will be  
       granted by RCN Corp. and the City with respect to the  
       Franchise Agreements.  
  
   (6) The Parties contemplate these events to occur before the  
       Settlement Effective Date:  
  
       -- The City has completed its review and analysis of the  
          financial information provided by RCN Corp. regarding  
          RCN Corp.'s financial ability to meet the construction  
          build-out requirements set forth in the Areas 2, 3 and  
          4 Franchise Agreements;  
  
       -- The City and RCN have executed the Dark Fiber Agreement  
          to govern the City's use of certain RCN fibers;  
  
       -- The Debtors shall have resolved their disputes with  
          CAC and obtained Bankruptcy Court approval of any  
          settlement; and  
  
       -- Both the City and the Debtors shall have obtained all  
          necessary approvals for entering into the Agreement and  
          the Dark Fiber Agreement.  
  
   (7) The deadline for the City to file a proof of claim in the  
       RCN Chicago bankruptcy case will be March 31, 2005.  
  
   (8) The Effective Date of the Agreement will be the later of  
       the receipt of:  
  
       -- a final order from the Bankruptcy Court approving the  
          Agreement; or   
  
       -- final City Approvals of the Agreement.  
  
A full-text copy of the Release and Settlement Agreement is   
available for free at:
   
http://bankrupt.com/misc/chicago_release&settlement_agreement.pdf   

Headquartered in Princeton, New Jersey, RCN Corporation --
http://www.rcn.com/-- provides bundled Telecommunications  
services.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. S.D.N.Y. Case No. 04-13638) on
May 27, 2004.  Frederick D. Morris, Esq., and Jay M. Goffman,
Esq., at Skadden Arps Slate Meagher & Flom LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $1,486,782,000 in
assets and $1,820,323,000 in liabilities.  (RCN Corp. Bankruptcy
News, Issue No. 18; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


RYLAND: Subsidiary Guarantees Spur S&P to Up Senior Debt Ratings
----------------------------------------------------------------
Moody's Investors Service raised the ratings on three issues of
senior notes of The Ryland Group, Inc., to Baa3 from Ba1 and
confirmed the company's other ratings.  The ratings outlook
remains stable.

The upgrades reflect Ryland's decision to attach the guarantees of
its major homebuilding subsidiaries to the senior note issues.  
Previously, the senior notes did not carry upstream subsidiary
guarantees and thus were rated one notch below the senior implied
rating.

These rating actions were taken:

   * Senior implied rating is confirmed at Baa3

   * Senior unsecured issuer rating is raised to Baa3, from Ba1

   * $100 million of 8% senior notes due 8/15/2006 is raised to
     Baa3, from Ba1

   * $150 million of 5.375% senior notes due 6/1/2008 is raised to
     Baa3, from Ba1

   * $147 million of 9.75% senior notes due 9/01/2010 is raised to
     Baa3, from Ba1

   * $143.5 million of 9.125% senior subordinated notes due
     6/15/2011 is confirmed at Ba2

The rating on the senior subordinated notes was left unchanged
because the subsidiary guarantees will not apply to this issue.

Ryland's ratings reflect the continuing improvement in its
financial profile, a highly disciplined growth strategy that
avoids acquisitions, a conservative land policy, tight cost
controls, and strong liquidity.  At the same time, the ratings
consider Ryland's size relative to its peer group, the ongoing
share repurchase program, and the cyclical nature of the
homebuilding industry.

The stable ratings outlook reflects Moody's expectation that
Ryland will continue to maintain capital structure discipline
while pursuing its expansion opportunities.

Headquartered in Calabasas, California and founded in 1967, The
Ryland Group, Inc., is one of the nation's leading builders of
single family homes, currently operating in 27 markets across the
United States, with 2003 revenues and net income of $3.4 billion
and $242 million, respectively.


TECHNEGLAS INC: Has Exclusive Right to File Plan Until April 29
---------------------------------------------------------------
The Honorable John E. Hoffman, Jr., of the U.S. Bankruptcy Court
for the Southern District of Ohio extended the period within which
Techneglas, Inc., and its debtor-affiliates can file a chapter 11
plan through and including April 29, 2005.  The Debtors have until
June 28, 2005, to solicit acceptance of that plan from their
creditors.

This is the Debtors' first extension of their exclusive periods.

The Debtors' gave the Court these reasons to support their request
for a further extension of their exclusive periods:

   a) the Debtors' chapter 11 case is large and complex with a
      substantial number of legal questions and challenges in the
      areas of bankruptcy, real estate, corporate, labor,
      environmental, and intellectual property;

   b) the Debtors have made substantial progress in their
      reorganization efforts by:

        (i) consummating transactions in the their DIP
            financing agreements to assure sufficient liquidity to
            operate their business during the pendency of their
            chapter 11 case,

       (ii) making substantial progress in the development of a
            long-term business plan and establishing key
            employment retention plan for the their key employees,

      (iii) making substantial changes on the various analyses of
            their business and product lines,

       (iv) providing substantial due diligence materials to the
            professionals retained by the Creditors Committee,

        (v) preparing a comprehensive analysis of their collective
            bargaining agreements in connection with forthcoming
            negotiations with the employees' unions,

       (vi) preparing a comprehensive analysis of their retiree
            medical obligations in connection with possible
            modifications, and

      (vii) preparing comprehensive analyses regarding strategic
            alternatives for a plan of reorganization in
            connection with forthcoming discussions with the
            Creditors Committee; and

   c) the extension will not prejudice the Debtors' creditors and
      other parties in interest.

Headquartered in Columbus, Ohio, Techneglas, Inc. --
http://techneglas.com/-- manufactures television glass (CRT  
panels, CRT funnels, solder glass and specialty glass), dopant
sources, glass resins and specialty bulbs.  The Company and its
debtor-affiliates filed for chapter 11 protection on
September 1, 2004 (Bankr. S.D. Ohio Case No. 04-63788).  David L.
Eaton, Esq., Kelly K. Frazier, Esq., and Marc J. Carmel, Esq., at
Kirkland & Ellis, and Brenda K. Bowers, Esq., Robert J. Sidman,
Esq., at Vorys, Sater, Seymour and Pease LLP, represent the
Debtors in their restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed more than $100 million in
estimated assets and debts.


TECHNEGLAS INC: Creditors Must File Proofs of Claim by Jan. 14
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio set
January 14, 2005, as the deadline for all creditors owed
money by Techneglas, Inc., and its debtor-affiliates, on account
of claims arising prior to September 1, 2004, to file their proofs
of claim.

Creditors must file their written proofs of claim on or before the
January 14 Claims Bar Date, and those forms must be delivered to:

               Clerk of the Bankruptcy Court
               Southern District of Ohio
               Eastern Division
               170 North High Street
               Columbus, Ohio 43215

For a Governmental Unit, the Claims Bar Date is March 1, 2005.

Headquartered in Columbus, Ohio, Techneglas, Inc. --
http://www.techneglas.com/-- manufactures television glass (CRT   
panels, CRT funnels, solder glass and specialty glass), dopant  
sources, glass resins and specialty bulbs.  The Company and its  
debtor-affiliates filed for chapter 11 protection on September 1,
2004 (Bankr. S.D. Ohio Case No. 04-63788).  David L. Eaton, Esq.,
Kelly K. Frazier, Esq., and Marc J. Carmel, Esq., at Kirkland &
Ellis, and Brenda K. Bowers, Esq., Robert J. Sidman, Esq., at
Vorys, Sater, Seymour and Pease LLP, represent the Debtors in
their restructuring efforts.  When the Debtor filed for
protection, it listed more than $100 million in estimated assets
and debts.


TODD MCFARLANE: Hires Squire Sanders as Bankruptcy Counsel
----------------------------------------------------------
Todd Mcfarlane Productions, Inc., sought and obtained permission
from the U.S. Bankruptcy Court for the District of Arizona to
retain Squire, Sanders & Dempsey LLP as its counsel.

Squire Sanders is expected to:

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

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

    (c) assist the Debtor with the preparation of its
        Schedules of Assets and Liabilities and Statements of
        Financial Affairs;

    (d) advise the Debtor in connection with any contemplated
        sales of assets or business combinations, including the
        negotiation of asset, stock, purchase, merger or joint
        venture agreements, formulate and implement appropriate
        procedures with respect to the closing of any such
        transactions, and counsel the Debtor in connection with
        such transactions;

    (e) advise the Debtor in connection with any post-petition
        financing and cash collateral arrangements and negotiate
        and draft documents relating thereto, provide advice and
        counsel with respect to pre-petition financing
        arrangements, and negotiate and draft documents relating
        thereto;

    (f) advise the Debtor on matters relating to the assumption,
        rejection or assignment of unexpired leases and
        executory contracts;

    (g) advise the Debtor with respect to legal issues arising
        in or relating to the Debtor's ordinary course of
        business including attendance at senior management
        meetings, meetings with the Debtor's financial and
        turnaround advisors and meetings of the board of
        directors;

    (h) take all necessary action to protect and preserve the
        Debtor's estate, including the prosecution of actions on
        its behalf, the defense of any actions commenced against
        it, negotiations concerning all litigation in which the
        Debtor is involved and objecting to claims filed against
        the Debtor's estate;

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

    (j) negotiate and prepare, on the Debtor's behalf, a plan of
        reorganization, disclosure statement and all related
        agreements and documents and take any necessary action
        on behalf of the Debtor to obtain confirmation of such
        plan;

    (k) attend meetings with third parties and participate in
        negotiations with respect to the above matters;

    (l) appear before the Court, any appellate courts and the
        United States Trustee and protect the interests of the
        Debtor's estate before such courts and the United
        States Trustee; and

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

Thomas J. Salerno, Esq., at Squire Sanders, discloses that the
Debtor paid his Firm a $200,000 retainer.  The current hourly
rates of professionals at Squire Sanders:

              Designation    Billing Rate
              -----------    ------------
              Partners       $190 - $460
              Associates      110 -  310
              Legal Assistants 75 -  150
  
To the best of the Debtor's knowledge, Squire Sanders is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Tempe, Arizona, Todd Mcfarlane Productions, Inc.
-- http://www.spawn.com-- publishes comic books including Spawn,  
Hellspawn, & Sam and Twitch.  The Company filed for chapter 11
protection on Dec. 17, 2004 (Bankr. D. Ariz. Case No. 04-21755).  
When the Company filed for protection from its creditors it listed
more than $1 million in assets and more than $10 million in debts.


TODD MCFARLANE: Section 341(a) Meeting Slated for Jan. 25
---------------------------------------------------------
The United States Trustee for Region 14 will convene a meeting of
Todd Mcfarlane Productions, Inc.'s on Jan. 25, 2005, at
2:00 p.m. at the U.S. Trustee Meeting Room located at 230 North
First Avenue, Suite 102, in Phoenix, Arizona.  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 Tempe, Arizona, Todd Mcfarlane Productions, Inc.
-- http://www.spawn.com-- publishes comic books including Spawn,  
Hellspawn, & Sam and Twitch.  The Company filed for chapter 11
protection on Dec. 17, 2004 (Bankr. D. Ariz. Case No. 04-21755).  
Kelly Singer, Esq., at Squire Sanders & Dempsey, LLP, represents
the Debtor in its restructuring efforts.  When the Company filed
for protection from its creditors it listed more than $1 million
in assets and more than $10 million in debts.


TRUMP HOTELS: Summary of Prepackaged Plan & Disclosure Statement
----------------------------------------------------------------
On December 15, 2004, Trump Hotels & Casino Resorts, Inc., and its
27 debtor-affiliates delivered to Judge Wizmur of the U.S.
Bankruptcy Court for the District of New Jersey their
Prepackaged Joint Plan of Reorganization and related Disclosure
Statement.

According to THCR President and Chief Operating Officer Scott C.
Butera, the Plan contemplates a restructuring of the Debtors' debt
obligations and a recapitalization of their capital structure.

                          Debt Restructuring

Pursuant to the Plan, the TAC Notes, the TCH First Priority Notes,
and the TCH Second Priority Notes will be restructured in this
manner:

    (a) The holders of TAC Notes will exchange their notes for:

           (i) $777.3 million in aggregate principal face amount
               of new notes;

          (ii) 26,325,562 shares of new common stock; and

         (iii) the TAC cash distribution, which will equal simple
               interest accrued on $777.3 million of New Notes at
               the rate of 8.5% per annum from the last scheduled
               date for which interest was paid on the TAC Notes
               to the Effective Date.

        TAC Noteholders may elect a non-pro rata allocation of New
        Notes and New Common Stock on the applicable election
        form, pursuant to which they may elect to maximize the
        distribution of New Notes or New Common Stock to them.  In
        addition, on or immediately after the first anniversary of
        the Effective Date, TAC Noteholders will receive, on a
        pro rata basis, the New Class A Warrants Proceeds,
        consisting of:

           -- cash proceeds from the exercise of New Class A
              Warrants plus any accrued interest; and

           -- any remaining reserve shares, if any of the New
              Class A Warrants are not exercised.

    (b) The holders of TCH First Priority Notes will exchange
        their notes for:

           (i) $425 million aggregate principal face amount of New
                Notes;

          (ii) $21.25 million in cash;

         (iii) 582,283 shares of New Common Stock; and

          (iv) the TCH first cash distribution, which will equal
               to simple interest accrued on $425 million at the
               rate of 12.625% per annum from the last scheduled
               date for which interest was paid with respect to
               the TCH First Priority Notes to the Effective Date.

        TCH First Priority Noteholders may elect a non-pro rata
        allocation of Cash and New Common Stock.

    (c) The holders of TCH Second Priority Notes, excluding Mr.
        Trump, will exchange their notes for:

           (i) $47.7 million aggregate principal amount of New
               Notes;

          (ii) $2.3 million in Cash;

         (iii) 145,116 shares of New Common Stock; and

          (iv) the TCH second cash distribution, which will equal
               to simple interest accrued on:

                  -- $54.6 million at the rate of 18.625% per
                     annum from the last scheduled date for which
                     interest was paid with respect to the TCH
                     Second Priority Notes to the earlier of the
                     Effective Date or 90 days after the Petition
                     Date; and

                  -- $47.7 million at the annual rate of 8.5% per
                     annum from the 91st day after the Petition
                     Date through the Effective Date, but only in
                     the event the Effective Date occurs more than
                     90 days after the Petition Date.

The distribution will be made to TCH Second Priority Noteholders
on a pro rata basis on or immediately after the Effective Date.
The New Notes will:

    * be issued by reorganized THCR Holdings and reorganized THCR
      Funding;

    * bear interest at a rate of 8.5% per annum;

    * have a 10-year maturity; and

    * be secured by a second priority security interest in
      substantially all of the reorganized Debtors' real property
      and incidental personal property and certain other assets of
      the reorganized Debtors.

The liens securing the New Notes will be junior to the liens
securing the Exit Facility.

                        New Class A Warrants

Existing holders of Old THCR Common Stock, excluding Donald J.
Trump, will receive one-year New Class A Warrants to purchase an
aggregate of up to 3,425,193 shares of New Common Stock with an
aggregate purchase price of $50 million.  Proceeds from the
exercise of the New Class A Warrants, as well as any remaining
shares reserved for issuance of the New Class A Warrants, will be
distributed to TAC Noteholders on a pro rata basis on or
immediately after the first anniversary of the Effective Date.

Prior to distribution, Cash proceeds received upon exercise of
the New Class A Warrants will be held in a segregated account,
and accrued interest will be distributed equally and ratably to
TAC Noteholders upon distribution of the New Class A Warrants
Proceeds on or immediately after the first anniversary of the
Effective Date.

                          Trump Agreements

Pursuant to the terms and conditions set forth in a certain
Investment Agreement with the Debtors, on the Plan's Effective
Date, Mr. Trump will invest $55 million in cash and contribute
the TCH Second Priority Notes he beneficially owns, to
reorganized THCR Holdings.  Under the Trump Investment Agreement
and the Plan, on the Effective Date, Mr. Trump will receive:

    (i) [_]% of the New THCR Holdings Class A Interests, which are
        exchangeable for 3,767,713 shares of New Common Stock, in
        exchange for contributing $55 million in cash to
        reorganized THCR Holdings on the Effective Date;

   (ii) [_]% of the New THCR Holdings Class A Interests, which are
        exchangeable for 1,043,867 shares of New Common Stock, in
        exchange for contributing all claims under the TCH Second
        Priority Notes beneficially owned by him to reorganized
        THCR Holdings on the Effective Date;

  (iii) New THCR Holdings Class B Interests, which are
        exchangeable for 4,554,197 shares of New Common Stock;

   (iv) the New DJT Warrant;

    (v) THCR's 25% beneficial ownership interests in Miss
        Universe, LP, LLLP; and

   (vi) the parcels of land and appurtenances in Atlantic City,
        constituting the former World's Fair site.

Mr. Trump will retain the shares of Old THCR Common Stock and the
Old THCR Holdings Interests he beneficially owns, subject to the
dilution from a reverse stock split and the issuance of the New
Common Stock and New THCR Holdings Interests.  Mr. Trump will
continue to serve as chairman of the board of directors of
reorganized THCR.

Relevant agreements between Mr. Trump and the Debtors include:

    -- A services agreement with the Debtors, which will have a
       three-year rolling term and provide for the reimbursement
       of certain expenses Mr. Trump incurs in his capacity as
       Chairman; and

    -- A new trademark license agreement, which will grant
       reorganized THCR Holdings a perpetual, exclusive, royalty-
       free license to use his name and likeness in connection
       with the Debtors' casino and gaming activities.

Reorganized THCR and THCR Holdings will also enter into a three-
year right of first offer agreement with the Trump Organization
LLC pursuant to which the Trump Organization will be granted a
right of first offer to serve as project manager, construction
manager or general contractor with respect to construction and
development projects for casinos, casino hotels and related
lodging to be performed by third parties on the Debtors' existing
and future properties.

                   Amended Organizational Documents

Except for those Debtors being dissolved or merged into another
Debtor, each of the Debtors will adopt amended and restated
certificate of incorporation or formation, amended bylaws or
other organizational document pursuant to applicable non-
bankruptcy law and Section 1123(a)(5)(1) of the Bankruptcy Code.

The Amended Organizational Documents prohibit the issuance of
nonvoting equity securities to the extent required by Section
1123(a)(6) of the Bankruptcy Code.  The Amended Certificate of
Incorporation of reorganized THCR includes these provisions:

    -- A change in the name of reorganized THCR from "Trump Hotels
       & Casino Resorts, Inc." to "Trump Entertainment Resorts,
       Inc.;"

    -- Authorizing at least 50,000,000 shares of New Common Stock,
       at least 1,000 shares of New Class B Common Stock and at
       least 1,000,000 shares of Old THCR Preferred Stock; and

    -- Terms, nomination, election and re-election of members of
       the reorganized THCR's board of directors.

In connection with the amendments, Mr. Trump and THCR/LP Corp.,
Trump Casinos, Inc., and reorganized THCR, will enter into a new
THCR Partnership Agreement, and new THCR Holdings Interests will
be issued on the Effective Date.

                   Continued Corporate Existence

After the Effective Date, each of the reorganized Debtors will
continue to exist pursuant to its organizational document in
effect prior to the Effective Date, except as amended under the
Plan and as provided in the Amended Organizational Documents.

On and after the Effective Date, all property of the Debtors'
estates will vest in the reorganized Debtors free and clear of
all claims, charges, other encumbrances and interests.  Each of
the reorganized Debtors may operate its business and may use,
acquire and dispose of property and compromise or settle any
claims or interests without supervision of or approval by the
Bankruptcy Court and free and clear of any restrictions of the
Bankruptcy Code or the Bankruptcy Rules other than restrictions
expressly imposed by the Plan or the Confirmation Order.

                     Corporate Reorganizations

On or prior to the Effective Date, Trump Taj Mahal Associates,
Trump Plaza Associates and Trump Marina Associates, LP, and other
corporate entities selected by THCR will be converted or merged
into limited liability companies in the state of organization as
selected by THCR.  Sixteen entities will be dissolved:

    -- THCR/LP, THCR Management Holdings, LLC;
    -- THCR Enterprises, LLC;
    -- THCR Enterprises, Inc.;
    -- Trump Internet Casino, LLC;
    -- Trump Atlantic City Associates;
    -- Trump Casino Holdings, LLC;
    -- Trump Casino Funding, Inc.;
    -- Trump Atlantic City Funding, Inc.;
    -- Trump Atlantic City Funding II, Inc.;
    -- Trump Atlantic City Funding III, Inc.;
    -- Trump Marina, Inc.;
    -- Trump Atlantic City Holding, Inc.;
    -- THCR Holding Corp.;
    -- Trump Plaza Funding, Inc.;
    -- Trump Atlantic City Corp.; and
    -- THCR Ventures, Inc.

As a condition to the closing of the Trump Investment Agreement,
Trump Casinos II, Inc., will merge with and into TCI 2 Holdings,
LLC, a Delaware limited liability company and a wholly owned
subsidiary of THCR, with TCI 2 Holdings, LLC, as the entity
surviving the merger, pursuant to a certain Merger Agreement.
Pursuant to the merger, Mr. Trump will receive [____] shares of
Old THCR Common Stock in exchange for his shares of capital stock
of TCI 2.

Furthermore, "Trump Indiana Casino Management, LLC," will be
renamed as "Trump Springs Valley, LLC."  On the Effective Date,
all these reorganization involving the corporate structure of the
reorganized Debtors will be deemed to have occurred without
further action under applicable law, regulation, order or rule.

                         Reverse Stock Split

As part of the Plan, THCR will implement an approximately 1,000
for 1 Reverse Stock Split of the Old THCR Common Stock, in that
each 1,000 shares of Old THCR Common Stock immediately prior to
the Reverse Stock Split will, after the Reverse Stock Split, be
consolidated into one share of New Common Stock.  The aggregate
fractional share interests of each holder of Old THCR Common
Stock will be rounded up to the nearest whole number.

On the Effective Date, reorganized THCR expects to apply to have
the New Common Stock listed on the New York Stock Exchange or, if
reorganized THCR is unable to have it listed on the NYSE, the
national market system or small cap system of the National
Association of Securities Dealers' Automated Quotation System or
other national securities exchange.

All existing options to purchase existing shares of Old THCR
Common Stock will be extinguished upon consummation of the Plan.

                      Reorganized THCR's Board

Reorganized THCR will have a board of directors consisting of
nine members.  The five Class A Directors must be acceptable to
the TAC Noteholders Committee.  Mr. Trump will have the right to
appoint three directors including him, as Chairman.  The ninth
director will be acceptable to both Mr. Trump and the TAC
Noteholders Committee.  After the Effective Date, Mr. Trump will
have the right to designate up to three directors, subject to
adjustment based on his ownership interests in reorganized THCR
on a going-forward basis.

The Plan and a certain Voting Agreement between Mr. Trump and the
Debtors will provide for the continued nomination for election of
the initial Class A Directors and any person selected by a
majority of Class A Directors then serving as directors of
reorganized THCR to fill any vacancy, regardless of the amount of
New Common Stock beneficially owned by Mr. Trump, for the
nomination period, which will begin on the Effective Date and
terminate on [___________].

Mr. Butera tells the Court that the Debtors do not currently know
all individuals who will serve as directors of reorganized THCR
or any of the reorganized Debtors from and after the Effective
Date.  Prior to the hearing to consider confirmation of the Plan,
THCR will submit to the Bankruptcy Court the names of nine
individuals as proposed directors of the initial board of
directors of Reorganized THCR.

                   DIP Facility and Exit Facility

On November 22, 2004, the Debtors entered into a DIP Facility
providing for up to $100 million of borrowings during the
pendency of their Chapter 11 cases, secured by a first priority
priming lien on substantially all of their assets, including the
assets securing the TAC Notes and TCH Notes.  On the Effective
Date, the reorganized Debtors expect to enter into an exit
facility, which will provide for borrowings of up to $500 million
and will be secured by a first priority security interest on
substantially all of the Debtors' assets, senior to the Liens
securing the New Notes.  The reorganized Debtors expect to use
the proceeds from the Exit Facility to:

    -- repay the DIP Facility;

    -- fund deferred capital expenditures;

    -- pay transaction expenses in connection with the
       restructuring; and

    -- finance future expansion of the reorganized Debtors'
       properties.

Except as otherwise provided in the Plan or the Confirmation
Order, all cash necessary for the reorganized Debtors to make
payments pursuant to the Plan will be obtained from the funds
received under the Trump Investment Agreement, the Exit Facility,
the reorganized Debtors' cash balances and the other borrowings
and operations of the reorganized Debtors.

                     Miscellaneous Provisions

On or as soon as reasonably practicable after the Effective Date,
reorganized THCR will implement a New THCR Stock Incentive Plan.
Reorganized THCR will reserve [____] shares of New Common Stock
for issuance, superseding and replacing any prior option pool
outstanding with respect to the Old THCR Stock Incentive Plan.

Except for purposes of evidencing a right to distributions under
the Plan or otherwise provided in the Plan, on the Effective
Date, all the agreements and other documents evidencing the
claims or rights of any claimholder against the Debtors, will be
canceled; provided that the indentures relating to the TAC Notes
Claims, the TCH First Priority Notes Claims, the TCH Second
Priority Notes Claims and the DJT Secured Notes Claim will
continue in effect solely for the purposes of:

    (i) allowing the indenture trustees to make any distributions
        on account of holders of those claims pursuant to the
        Plan; and

   (ii) permitting the indenture trustees to maintain any rights
        or liens they may have for fees, costs and expenses under
        the indentures.

                   Restructuring Support Agreement
                       and Plan Confirmation

The Plan, the Disclosure Statement, and related documents, are
the product of negotiations among the Debtors, Mr. Trump, the TAC
Noteholder Committee, the TCH Noteholder Committee and certain
beneficial owners of the Debtors' publicly traded indebtedness.
Mr. Butera relates that on October 20, 2004, certain of the
Debtors, Mr. Trump and certain TAC Noteholders and TCH
Noteholders executed a restructuring support agreement, which
provides that they will support and pursue the Plan on the terms
and conditions set forth in the agreement.

Pursuant to the Restructuring Support Agreement, these parties
agreed to vote in favor of the Plan:

    -- holders of 57% of the aggregate principal face amount of
       the TAC Notes;

    -- 68% of the aggregate principal face amount of the TCH First
       Priority Notes;

    -- 75% of the aggregate principal face amount of the TCH
       Second Priority Notes, excluding Mr. Trump; and

    -- Mr. Trump, as the beneficial owner of about $16.4 million
       aggregate principal face amount of the TCH Second Priority
       Notes and 56.4% of the Old THCR Common Stock.

The Debtors believe that the acceptance of the Plan by the
holders who executed the Restructuring Support Agreement makes it
likely that the Debtors will receive the acceptances necessary to
confirm the Plan.  If the Plan is consummated, the contemplated
restructuring transactions will:

    -- improve the Debtors' financial position;

    -- help preserve relationships with suppliers, customers,
       employees and other parties;

    -- fund deferred capital expenditures; and

    -- provide liquidity for future growth.

Pursuant to Section 1129(a)(11) of the Bankruptcy Code, the
Debtors believe that the Plan is not likely to be followed by a
liquidation or the need for further financial reorganization of
the Debtors, unless the liquidation or reorganization is proposed
in the Plan.

The Debtors believe that the Plan affords substantially greater
benefits to creditors and interest holders than would a
liquidation under Chapter 7 or an alternative liquidation under
Chapter 11 of the Bankruptcy Code.

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

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

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

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

Judge Wizmur will convene a hearing on January 21, 2005, to
consider the adequacy of the information contained in the
Disclosure Statement.

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: Classification & Treatment of Claims & Interests
--------------------------------------------------------------
In accordance with Section 1123(a)(1) of the Bankruptcy Code,
administrative claims and priority tax claims have not been
classified under Trump Hotels & Casino Resorts, Inc., and its
debtor-affiliates' Prepackaged Joint Plan of Reorganization.  A
claim or interest is classified in a particular class only to the
extent that it qualifies within the description of that class, and
is classified in another class to the extent that any of its
remainder qualifies within the description of the other class.  No
distribution will be made on account of any claim or interest that
is not an Allowed Claim or an Allowed Interest.

The Plan groups claims and interests into 14 classes:

Class   Description              Treatment
-----   -----------              -----------------------
  N/A    Administrative Claims    Paid in full in cash.
                                  Estimated recovery: 100%.

  N/A    Priority Tax Claims      At the Debtors' option, paid in
                                  full in cash on the Effective
                                  Date or over a period not
                                  exceeding six years from the
                                  claim's date of assessment,
                                  plus interest on the unpaid
                                  portion of the claim accrued
                                  from the Effective Date at the
                                  rate of 4% per annum or as
                                  established by the Court.

                                  Estimated Recovery: 100%.

                           Secured Claims

   1     TAC Notes Claims         Impaired; Holders will receive:

                                  (a) the TAC Cash Distribution;

                                  (b) New Class A Warrant
                                      Proceeds;

                                  (c) $777.3 million of New Notes;
                                      and

                                  (d) 26,325,562 shares of the New
                                      Common Stock.

   2     TCH First Priority       Impaired; Distribution to
         Notes Claims             holders includes:

                                  (a) TCH First Cash Distribution;

                                  (b) $425 million of New Notes;

                                  (c) additional $21.25 million
                                      cash; and

                                  (d) 582,283 shares of New Common
                                      Stock.

                                  Timely submission of an
                                  Election Form will allow
                                  holders to elect to:

                                  -- receive pro rata share of
                                     New Notes and New Common
                                     Stock;

                                  -- maximize their distribution
                                     of New Notes; or

                                  -- maximize their distribution
                                     New Common Stock.

   3     TCH Second Priority      Impaired; Holders will receive
         Notes Claims             on a pro rata basis:

                                  (a) the TCH Second Cash
                                      Distribution;

                                  (b) $47.7 million in New Notes;

                                  (c) $2.3 million of additional
                                      cash; and

                                  (d) 145,116 shares of New
                                      Common Stock.

   4     DJT Secured              Impaired; Holder will receive
                                  New THCR Holdings Interests
                                  exchangeable for 1,043,867
                                  shares of New Common Stock.

   5     Other Secured            Unimpaired under (a) and (e);
         Claims                   Impaired under (b), (c), (d)
                                  and (f); Holder will receive
                                  any one or a combination of
                                  these:

                                  (a) cash equal to the Allowed
                                      Class 5 Claim;

                                  (b) deferred cash payments
                                      totaling at least its
                                      allowed amount, of a value,
                                      of at least the value of
                                      the holder's interest in the
                                      Debtors' property securing
                                      the Allowed Class 5 Claim;

                                  (c) the Debtors' property
                                      securing the claim;

                                  (d) payments or liens amounting
                                      to the indubitable
                                      equivalent of the value of
                                      the holder's interest in the
                                      Debtors' property securing
                                      the claim;

                                  (e) reinstatement of the claim;
                                      or

                                  (f) other treatment as the
                                      Debtors and the holder
                                      will have agreed upon in
                                      writing.

                                  Estimated Recovery: 100%

                          Unsecured Claims

   6     Priority Claims          Unimpaired; Holder will be
                                  paid the allowed amount of the
                                  claim in full in cash on or
                                  before the later of:

                                  -- the Effective Date;

                                  -- the date the claim becomes
                                     an allowed claim; and

                                  -- the date that the claim
                                     would be paid as agreed
                                     between the Debtors and the
                                     holder.

                                  Estimated Recovery: 100%

   7     General Unsecured        Unimpaired; Unless otherwise
         Claims                   agreed with the Debtors, holder
                                  will be paid the allowed amount
                                  of the claim in full in cash by
                                  the Debtors on or before the
                                  later of:

                                  -- the Effective Date;

                                  -- the date the claim becomes
                                     an allowed claim; and

                                  -- the date that the claim
                                     would be paid.

                                  Estimated Recovery: 100%

   8     Intercompany             Unimpaired; Holder will be
         Claims                   reinstated on the Effective
                                  Date.

                                  Estimated Recovery: 100%

   9     Old Equity Interests     Unimpaired; Holder will be
         of Other Subsidiaries    reinstated on the Effective
                                  Date.

                                  Estimated Recovery: 100%

  10     Old THCR Holding         Impaired; Holder will retain
         Interests                its existing interests
                                  subject to the terms of the
                                  New THCR Partnership Agreement.

  11     Old THCR Common          Impaired; Holder will retain
         Stock Interests          its existing shares of common
                                  Stock, subject to the Reverse
                                  Stock Split and dilution upon
                                  issuance of the New Common
                                  Stock, on a pro rata basis.
                                  Except for Mr. Trump, each
                                  holder will receive, on a pro
                                  rata basis, New Class A
                                  Warrants.

  12     Old THCR Class B         Impaired; Holder will receive
         Common Stock             shares of New Class B Common
         Interests                Stock, on a one-for-one basis
                                  based on the holder's ownership
                                  of Old THCR Class B Common
                                  Stock.

  13     Interests of holders     Impaired; Holder will not
         of Old THCR Stock        receive or retain any cash
         Rights and Claims        or property on account of
         arising out of the       the claims and interests.
         Old THCR Stock
         Rights
                                  Estimated Recovery: 0%

  14     Securities Claims        Impaired; Holder will not
         against THCR             receive or retain any cash or
                                  property on account of the
                                  claims.

                                  Estimated Recovery: 0%

Pursuant to the provisions of the Bankruptcy Code, only holders
of Allowed Claims and Allowed Interests that are Impaired are
entitled to vote to accept or reject a proposed Chapter 11 plan.
Holders of Claims and Interests in classes that are Unimpaired
under the Plan are deemed to have accepted the Plan and are not
entitled to vote.  Holders of Claims and Interests in classes
that will receive no cash or property are deemed to have rejected
the Plan and are not entitled to vote.

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: DIP Financing Objections Must be Filed by Dec. 31
---------------------------------------------------------------
In a second interim and contingent final order, Judge Wizmur of
the U.S. Bankruptcy Court for the District of New Jersey
authorizes Trump Hotels & Casino Resorts, Inc., and its debtor-
affiliates to borrow postpetition advances pursuant
to the DIP Loan Agreement with Beal Bank SSB.

In addition to the payment of all fees and expenses which may be
required under the DIP Loan Agreement, the Court specifically
authorizes the Debtors to pay all reasonable attorneys' fees and
related costs and expenses Beal Bank incurs, provided that Beal
Bank's counsel will submit their bills to:

    -- counsel for the Debtors;

    -- the Office of the United States Trustee; and

    -- counsel for any appointed statutory committee in the
       Debtors' cases.

The fees and expenses will be deemed reasonable and allowed if
there are no objections filed within 10 days from receipt of the
bills.

Solely in the event of a conversion of the Debtors' cases to
cases under Chapter 7 of the Bankruptcy Code, a Chapter 7 Trustee
may review and challenge the reasonableness of the fees paid to
the attorneys during the pendency of the Chapter 11 cases.  Any
challenge may proceed only on reasonableness grounds.

If the U.S. Trustee or any appointed statutory committee in the
Debtors' cases objects to the 2nd DIP Loan Order, they must file
a written objection with the Court no later than 4:00 p.m. on
December 31, 2004.  If the U.S. Trustee or an appointed statutory
committee timely files an objection, a final hearing will be held
on Jan. 4, 2005, at 10:00 a.m.

If no objection is timely filed, the 2nd Interim Order will be
deemed a final order as of December 31, 2004.  An event of
default will be deemed to have occurred if objections are timely
filed bit a final order is not entered on or prior to January 5,
2005.

                          DIP Financing

Beal Bank provided $100 million in interim financing to Trump
Hotels & Casino Resorts, Inc. (OTC Bulletin Board: DJTCQ - News;
"THCR") as part of that company's recapitalization plan.  In
announcing the transaction, Beal Bank's Chairman and Chief
Executive Officer, Andy Beal, said, "Trump Hotels & Casino
Resorts, Inc. is run by one of America's leading entrepreneurs,
Donald J. Trump.  We appreciate the opportunity to work with a
businessman of his stature on this transaction, and we look
forward to future transactions."

The transaction, was sourced, negotiated and completed through CSG
Investments, Inc. ("CSG"), the Bank's investment advisor.  CSG's
President, Jacob C. Cherner, in describing the purpose of the
loan, stated, "This transaction will enable Trump Hotels & Casino
Resorts to emerge from its reorganization stronger and should make
its properties more competitive in the Atlantic City market."

The selection of Beal Bank to provide the interim financing
to THCR was the culmination of a highly competitive process among
potential lenders.  THCR's President and Chief Operating Officer,
Scott C. Butera, commented, "We are excited to be continuing our
relationship with Beal Bank through the interim facility.  Beal
Bank is an extremely innovative financial institution and a
strong supporter of the gaming industry.  I look forward to
having them as a financial partner as we look forward to expand
the Trump brand into new gaming and entertainment markets."

Mr. Cherner concluded, "We are pleased to have been able to
facilitate this interim financing transaction between two of the
nation's most innovative businessmen in Donald Trump and Andy
Beal, and we look forward to expanding the Bank's presence in the
capital markets arena."

                          About Beal Bank

Beal Bank, headquartered in Dallas, Texas, with offices in
New York and California, was founded in 1988 and is a state-
chartered savings bank designated as a wholesale bank.  With a
well-earned reputation as a stable, strongly capitalized
financial institution, the Bank provides a full range of
financing services to industries including aircraft, power,
timber, retail and gaming.  As of June 30, 2004, the Bank had
capital of more than $1.5 billion and assets of more than $7.0
billion.  The Bank's "tier one" capital, or net worth, is
approximately 22% of assets, or almost four times the FDIC
standard of 5% for a well-capitalized bank.  Beal Bank is a
member of the FDIC and is an Equal Housing Lender.

                     About CSG Investments, Inc.

CSG, a wholly owned subsidiary of Dallas-based Beal Bank,
was founded in 2000 to provide capital for companies with lending
needs that traditional lenders may not be able to accommodate.
CSG currently focuses on transactions of from $5 million to $450
million or more in commercial lending vehicles, including
acquisitions, syndicated debt, debtor-in- possession financing,
secured bonds, and exit financing. CSG is active in multiple
industries, having made well-secured loans in the energy,
aircraft, transportation, timber, gaming/lodging, real estate,
manufacturing and communication industries.

      Contact:   Jacob Cherner
                 Phone 469-467-5800
                 Fax 469-467-6718
                 JCherner@csginvestments.com

                 CSG Investments, Inc.
                 6000 Legacy Drive
                 4th Floor West
                 Plano, TX 75024
                 Phone 469-467-5800
                 http://www.csginvestments.com


                             Responses

1. U.S. Bank National Association

Kenneth A. Rosen, Esq., at Lowenstein Sandler, P.C., in Roseland,
New Jersey, tells the Court that U.S. Bank is the trustee under
various indentures for the Debtors' $1.8 billion principal amount
of secured notes.  The DIP Motion seeks extraordinary relief; the
priming of the priority security interests of the holders of the
secured notes, the use of their collateral, including cash
collateral, and the imposition of a superpriority administrative
claim in favor of the Debtors' post-petition lender.

While a majority of the beneficial holders of the notes has
purported to consent to the DIP Motion, a significant minority
has not consented.  "Silence on the part of these holders does
not constitute consent to the DIP Motion," Mr. Rosen says.

According to Mr. Rosen, in order for the Court to grant the DIP
Motion, the Court must be satisfied that the Debtors have met
their burden of proof and demonstrated that the security
interests of the holders of the notes are adequately protected.

2. Robino Stortini Holdings, LLC

The Court must first appoint an Equity Committee before it
considers the Debtors' DIP Motion on a final basis.  According to
Joseph L. Schwartz, Esq., at Riker Danzig Scherer Hyland &
Perretti, LLP, an Equity Committee must have the opportunity to
evaluate and assert any of these objections to the DIP Motion:

    * The Lenders' collateral in the Debtors' cases must exclude
      the proceeds received from the prosecution of any action, on
      behalf of the Debtors' estates, against the Debtors' former
      and current directors, officers or majority shareholder;

    * The Lenders' collateral must also exclude the proceeds
      received through any cause of action commenced under Section
      549 of the Bankruptcy Code, seeking the return of a
      postpetition transfer of property that was not otherwise
      subject to the Lenders' liens;

    * The claims, rights and causes of action waived by the
      Debtors must be preserved for, and assigned to, the Equity
      Committee, once appointed, to preserve these assets for
      the benefit of all creditor classes;

    * The final Order approving the DIP Motion must expressly
      reserve the rights of any non-Debtor parties to seek relief
      pursuant to Section 506(c), and, in lieu of the Debtors'
      waiver of this right, the Debtors' ability to seek relief
      under Section 506(c) must be assigned to the Equity
      Committee;

    * The binding effect of the Order approving the DIP Motion
      must be modified to mirror the language of Section 364(e),
      and the limitations it contains;

    * The Debtors must provide to the Equity Committee any reports
      provided to the Lenders pursuant to the terms of the DIP
      Documents;

    * The "carve-out" for professional fees should include:

         (i) fees and expenses of the Equity Committee, once
             appointed, must be included in the "carve-out," along
             with the Committee members' expenses and attorneys'
             fees;

        (ii) all fees and expenses incurred by the Equity
             Committee in investigating any potential cause of
             action that may be asserted against the Lenders must
             be included in the "carve-out;"

       (iii) the $3.5 million "carve-out" in the event of a
             termination must be specifically apportioned between
             the funds preserved for a Chapter 7 trustee and those
             available for the Chapter 11 professionals, including
             the Equity Committee's professionals; and

        (iv) all fees allowed in the Debtors' cases,

      should be payable from the Lenders' collateral, even in the
      event that the Debtors' cases convert to Chapter 7; and

    * The provisions allowing relief from the automatic stay in
      the event of a default must provide the Equity Committee,
      and other parties-in-interest, notice and an opportunity
      for a hearing.

The DIP Motion and DIP Interim Order, as currently drafted,
require the participation of all the Debtors, and a pledge of the
assets of all the Debtors.  The Debtors have provided no
information to allow interested parties to evaluate if all the
Debtor entities actually require postpetition financing and if
the assets of each Debtor are properly pledged as collateral for
the postpetition borrowings, Mr. Schwartz notes.  For example,
the "Organizational Structure" that the Debtors attached to each
petition filed in these cases does not include all of the Debtor
entities and affiliated non-Debtor entities.  The parties-in-
interest therefore cannot fully evaluate the relationship by and
among all of the Debtors.  The Debtors comprise an intricate
"web" of interrelated companies, whose interrelationships are
practically indecipherable without a comprehensive organizational
chart.

Based on the sporadic and incomplete information provided by the
Debtors, interested parties cannot adequately assess if the
participation of all the Debtors is necessary or appropriate.

Concomitantly, the liens granted through the DIP Documents are
subject to intercompany transfers that would otherwise constitute
an administrative claim.

Without additional information regarding these inter-company
transfers, the Court and parties-in-interest do not have the
ability to assess whether these transfers are proper or a mere
continuation of the self-dealing in these cases.  The Court and
parties-in-interest must be afforded clear and straight-forward
information to determine if the intercompany transfers made are
proper.

To facilitate review, Robino Stortini proposes that the Debtors
provide a complete accounting of each inter-company transfer that
provides:

    -- the amount of the transfer;

    -- the transferor;

    -- the transferee;

    -- the basis for the transfer; and

    -- the remaining balance, if any, owed by the transferring
       Debtor.

Robino Stortini also objects to the unreasonable "unused line
fee," which requires the Debtors to pay a monthly fee equal to
0.25% to 0.5% of the total unused balance of the $100 million
facility extended by the Lenders.  The "unused line fee" is in
addition to:

    (i) a $375,000 loan origination fee, which presumably, the
        Lenders have already received;

   (ii) a $50,000 annual agency fee; and

  (iii) the payment of the Lenders' attorneys' fees and expenses.

Given the scale of the credit facility, any "unused line fee" is
excessive, unreasonable, and tantamount to a hidden increase in
the interest rate that the Lenders are receiving from the
origination of this credit facility.  As currently drafted, the
"unused line fee" can bestow on the Lenders a maximum of $500,000
per month, and based on the Debtors' current projections of $25
million in utilized funds, the Lenders will receive around
$375,000 per month.  Accordingly, Robino Stortini asks the Court
to disallow or severely limit the "unused line fee."

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.


UAL CORPORATION: Judge Darrah Reverses Bankruptcy Court Order
-------------------------------------------------------------
United Air Lines, Inc., leased certain ramp space and facilities  
at the San Francisco International Airport under a Maintenance  
Base Lease with the City and County of San Francisco, dated
June 18, 1973.  To assist United in developing certain facilities  
at SFO, United and California Statewide Communities Development  
Authority consummated a transaction in 1997 pursuant to which  
CSCDA issued $154,845,000 in tax-exempt revenue bonds.  The funds  
from the sale of the bonds were made available to United in  
accordance with the terms of the 1997 SFO transaction documents.  

CSCDA is a joint exercise-of-powers government agency consisting  
of a number of California counties, cities and other local  
government agencies.  CSCDA is authorized to exercise the power  
of its member local government agencies, among others, to issue  
revenue bonds to pay the cost and expenses of acquiring or  
constructing publicly owned or operated commercial aviation  
airports and airport-related facilities.

                       The SFO Transaction

The 1997 SFO Transaction was comprised of multiple documents and  
agreements, including a Site Sublease, the Facilities Lease, and  
the Indenture of Mortgage and Deed of Trust.  United subleased to  
CSCDA a 20-acre portion of the SFO facility for a nominal rent of  
$1 under the Site Sublease.  There are no provisions for remedies  
for United for any default by CSCDA.

CSCDA then sub-subleased the 20-acre portion back to United under  
the Facilities Lease.  The Facilities Lease's rental is the  
amount necessary to make the payments required under the  
Indenture -- the amount needed to pay the bonds in accordance  
with their terms plus administrative costs.  The Facilities  
Lease's rental amount also constituted reasonable compensation  
for the use and occupation of the 20-acre portion.  The  
Facilities Lease provides default provisions and remedies,  
including CSCDA's right to take possession of the leased  
facilities and re-let them if United fails to make the required  
payments.

The Indenture provides for (x) the issuance of the Bonds, (y) the  
SFO Trustee to receive the proceeds of the sale of bonds for  
purposes of funding the construction of defined improvements  
benefiting United, and (z) the SFO Trustee to receive the rental  
payments from United under the Facilities Lease to pay the debt  
service on the bonds and ultimately retiring them.

The Indenture indicates that the bonds are "limited obligations"  
of CSCDA, payable only from the revenue received from United and  
earnings on the revenue.  Pursuant to the Indenture, CSCDA  
assigned the Facilities Lease, including the right to collect  
rents, to HSBC Bank USA.

                       Adversary Proceeding

On March 21, 2003, United filed a complaint against the CSCDA,  
HSBC and the City and County of San Francisco Airport Commission,  
seeking declaratory judgment that certain of its payment  
obligations related to airport improvements were not obligations  
arising under "leases" pursuant to Section 365 of the Bankruptcy  
Code.  United argued that the SFO Transaction together with the  
Facilities Lease are part of a "disguised" financing arrangement.

On March 4, 2004, the Bankruptcy Court granted United's request  
for summary judgment.  Judge Wedoff held that the Site Sublease  
and the Facilities Lease between United and CSCDA were not true  
leases for purposes of Section 365.  The Bankruptcy Court found  
that the 1997 SFO Transactions " . . . are economic equivalent of  
leasehold mortgages. . . ."

                        Bankruptcy Appeal

HSBC and CSCDA appealed the judgment to the U.S. District Court  
for the Northern District of Illinois.  The Appellants asked the  
District Court to find whether the Bankruptcy Court erred in:

   1. failing to apply state (California) law to characterize the
      Site Sublease and the Facilities Lease;

   2. ignoring Seventh Circuit precedent;

   3. granting United's request for Summary Judgment.

                    District Court's Analysis

According to District Court Judge John W. Darrah, federal courts,  
including the Seventh Circuit, have applied state law in  
determining whether a lease is a true lease for purposes of  
Section 365.  In contrast, some courts, including bankruptcy  
courts in the Circuit, have applied a federal rule of law, known  
as the economic realities test, to determine whether a lease is a  
true lease for purposes of Section 365.  These courts cite the  
language of the legislative history of Section 502(b)(6), read  
together with Section 365, in support of their finding that a  
federal rule of law must be applied rather than state law to  
define a particular property interest.

The pertinent legislative history of Section 502(b)(6) states:   

     Whether a "lease" is a true or [a] bona fide lease, or in
     the alternative, a financing "lease" or a lease intended
     as a security, depends upon the circumstances of each case.
     The distinction between a true lease and a financing
     transaction is based upon the economic substance of the
     transaction and not, for example, upon the locus of title,
     the form of the transaction or the fact that a transaction
     is denominated as a "lease."

"Lease" is not defined in Section 365.  The legislative history  
applicable to a security interest, however, states that  
"[w]hether a consignment or a lease constitutes a security  
interest under the bankruptcy code will depend on whether it  
constitutes a security interest under applicable state or local  
law."  S. Rep. No. 595, 95th Cong. 1st Sess. 314, reprinted in  
1978 U.S.C.C.A.N. 5963, 6271.

Based on the legislative history and the case law, particularly  
Butner v. United States, 440 U.S. 48, 54 (1979) and In re Powers,  
983 F.2d 88, 89 (7th Cir. 1993), Judge Darrah holds that the  
Bankruptcy Court erred in applying federal law in determining  
whether the leases were true leases.

Under California law, an agreement is presumptively a lease of  
real property if it (i) includes a designation of the parties,  
(ii) contains a definite description of the leased property,  
(iii) provides for periodic payment of rent for the term of the  
lease, and (iv) provides a right to occupy the property to the  
exclusion of the grantor.

Judge Darrah notes that the Facilities Lease designates the  
parties, contains a definitive description of the leased  
property, provides for periodic payment of rent over the term of  
the lease, and provides United with a right to occupy the leased  
premises to the exclusion of the grantor.  Therefore, the  
Facilities Lease is presumed to be a true lease under California  
law.

Moreover, Judge Darrah points out, the lessor retained an  
economically significant interest in the property.  United  
retained no interest in the leased property.  United concedes  
that it did not own, will not own, and cannot ever own any of the  
leased facilities.  The Facilities Lease does not have an option  
to purchase at the end of the lease.  United has retained no  
interest at the end of the lease.

United argues, and the Bankruptcy Court found, that because CSCDA  
does not retain an ownership interest at the end of the  
Facilities Lease, the Lease cannot be a true lease.  The  
Bankruptcy Court held this factor to be the most important and  
concluded that the Lease was not a true lease based on this  
factor alone.

Judge Darrah maintains that the Bankruptcy Court's analysis and  
resultant finding focus on the lessor instead of the lessee.  The  
finding fails to take into account that CSCDA had a right to  
re-let the relevant portion of the SFO Maintenance Facilities if  
United defaulted.  "The right to re-let is indicative of a true  
lease, not a financing arrangement," Judge Darrah says.

For these reasons, Judge Darrah reverses the Bankruptcy Court  
Order granting summary judgment in favor of United.

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


US AIRWAYS: Creditors Committee Hiring MergeGlobal as Consultants
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 cases of US Airways, Inc., and its debtor-affiliates
seeks the authority of the U.S. Bankruptcy Court for the Eastern
District of Virginia to retain MergeGlobal, Inc., of McLean,
Virginia, as aviation consultants, effective November 10, 2004.

Brett H. Miller, Esq., at Otterbourg, Steindler, Houston & Rosen,
in New York City, tells Judge Mitchell that MGI has extensive
experience in and knowledge of the airline industry.  This
expertise will be beneficial to the Committee, creditors and the
Debtors' estates.

Pursuant to an Engagement Letter, MGI will:

  (a) determine if the yields assumed in the Debtors' forecast
      are realistic;

  (b) determine if the load factors assumed in the Debtors'
      forecast are realistic;

  (c) determine if the assumed increase in average aircraft
      utilization is realistic;

  (d) analyze other financial and schedule information related to
      the revenue projections of the Debtors;

  (e) assess and render its professional opinion on other aspects
      of the Debtors' business plan, including cost and
      operational improvement assumptions;

  (f) attend and advise at meetings with the Committee, its
      counsel, other financial advisors, and representatives of
      the Debtors;

  (g) render testimony on behalf of the Committee; and

  (h) provide other services as requested by the Committee.

MGI's fees will be based on time incurred at customary net hourly
rates.  The time incurred will depend upon the extent and nature
of available information, modifications to the scope of MGI's
engagement and other developments that may occur as work
progresses.  MGI's hourly rates are:

       Officer/Principal/Director          $437
       Senior Consultants                  $312
       Consultants                         $265

MGI will also be reimbursed for reasonable out-of-pocket expenses.  

Robert Gallo, Chief Operating Officer at MGI, assures the Court
that MGI does not hold or represent any interest adverse to the
Committee.

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


US AIRWAYS: Retiree Committee Hiring Watson Wyatt as Consultant
---------------------------------------------------------------
Martin G. Bunin, Esq., at Thelen, Reid & Priest, in New York
City, informs Judge Mitchell of the U.S. Bankruptcy Court for the
Eastern District of Virginia that the Section 1114 Retiree
Committee has engaged Watson Wyatt & Company as its actuarial
consultant in the Debtors' cases.  The Retiree Committee selected
Watson Wyatt because of the firm's extensive actuarial experience
in employee benefits, including health care.  Watson Wyatt is
qualified to serve as actuarial consultants in a cost-effective,
efficient and timely manner.

Watson Wyatt will:

  (1) provide expert consulting advice to the Committee to
      protect the interests of retirees in negotiations with the
      Debtors;

  (2) advise the Committee on plan design, carrier and coverage
      options, and potential cost-saving measures;

  (3) provide actuarial analysis and analyze costs associated
      with proposals as reflected in the seven-year cash flow
      projections for current retirees;

  (4) attend meetings and negotiation sessions; and

  (5) provide testimony in support of its analysis, as required.

Watson Wyatt will be compensated for its services on an hourly
basis.  Watson Wyatt will also bill for its actual, reasonable and
necessary out-of-pocket disbursements.  Watson Wyatt's current
hourly rates are:

       Senior Actuaries/Consultants    $350-$620
       Junior Actuaries/Consultants    $200-$350
       Technical Support Analysts      $100-$200

A technical and administrative charge equal to 7% of consulting
fees will apply.

The Retiree Committee asks the Court to approve Watson Wyatt's
retention.

The Retiree Committee also proposes that Watson Wyatt be
indemnified and held harmless by the Debtors, except in the case
of gross negligence or willful misconduct.

                         Debtors Object

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
notes that the Engagement Letter includes a provision whereby the
Debtors are to indemnify Watson Wyatt.  This provision is
unacceptable because the Debtors cannot exercise control over
Watson Wyatt's conduct, including negligence.  

Before filing the Application, counsel for the Retiree Committee
told the Debtors' counsel that Watson Wyatt wanted indemnity from
the Debtors as part of its engagement.  Counsel for the Debtors
responded that they were strongly opposed and would object to any
inclusion of indemnity.  

Mr. Leitch explains that given the limited nature of Watson
Wyatt's retention and the lack of control over its conduct, the
Debtors cannot be expected to provide indemnification.  No other
Retiree Committee or Creditors' Committee professionals have
received indemnification from the Debtors.  The Retiree Committee
surely can find comparable services from another professional who
does not require broad indemnification.  

Mr. Leitch asks Judge Mitchell to strike the indemnification
provision from the Application, or in the alternative, to deny the
Application.

Headquartered in Arlington, Virginia, US Airways' primary
businessactivity 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. 76; Bankruptcy Creditors' Service, Inc., 215/945-7000)


US AIRWAYS: Assumes Diners Club Card Agreement
----------------------------------------------
US Airways, Inc., and its debtor-affiliates sought and obtained
the authority of the U.S. Bankruptcy Court for the Eastern
District of Virginia to assume and ratify an Establishment
Applications and Agreement with Diners Club.

Under the Diners Agreement, the Debtors accept the Diners Club and
Carte Blanche charge cards so that cardholders can charge goods
and services purchased from the Debtors to their Cards.  Diners
Club pays the Debtors for all charges, subject to a discount rate.  
Diners Club then bills its cardmembers for their purchases.  The
Debtors reimburse Diners Club for certain payments on account of
chargebacks, including disputed or erroneous charges.

The Diners Agreement specifies discount rates that reduce Diners
Club's receivables.  The discount rates are confidential but fall
within the range of customary industry discount rates.

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
explains that the continuation of the Diners Agreement is
important to the Debtors' operations, as a substantial portion of
their revenues are paid with Diners Club and Carte Blanche Cards.  
Assumption of the Diners Agreement will enhance the Debtors'
liquidity position and avoid disruption to a payment choice.  The
terms of the Agreement are beneficial to the Debtors and superior
to the terms of the existing Diners Agreement.

Diners Club presently maintains a cash reserve to secure itself
against its financial exposure under the Diners Agreement.  This
financial exposure relates primarily to air travel tickets, which
have been purchased for travel that has not yet occurred, as well
as historical chargebacks on charge transactions.  As part of the
assumption of the Diners Agreement, Diners Club agrees to return
the cash reserve to the Debtors, thereby increasing the Debtors'
cash liquidity.  Thereafter, Diners Club may establish a cash
reserve under specific circumstances.

Diners Club also agrees that the Debtors' Chapter 11 Petition will
not be deemed a default under the Diners Agreement.

If the Debtors do not remain viable or fail to successfully
reorganize, the parties agree that the Debtors may terminate the
Diners Agreement without giving rise to administrative expense
claims for breach of contract.

Headquartered in Arlington, Virginia, US Airways' primary
businessactivity 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. 76; Bankruptcy Creditors' Service, Inc., 215/945-7000)


VIROTECH CORP: Needs $3 Million Operating Capital for Next Year
---------------------------------------------------------------
In conjunction with the termination of the VitroTech Corporation's
prior Chairman and Chief Executive Officer and appointment of an
interim Chief Financial Officer, the Company commenced a review of
all aspects of its operations with the goal of accelerating and
increasing sales and reducing overhead.  Pursuant to those
efforts, ViroTech laid off selected employees, undertook to reduce
its executive office space leased through efforts to sublet a
portion of the existing space and revised salary structures of its
sales staff and other employees, among other cost control
measures.

On February 3, 2004, the Company completed a reverse merger
pursuant to which Star Computing Limited acquired 100% of the
stock of VitroCo, Inc., and VitroTech Corporation in exchange for
shares of common stock representing approximately 85.7% of the
Company's common stock.  Following the Exchange the Company
assumed as its principal plan of operations the business of
VitroCo, terminated the prior operations of Star Computing,
changed its name from Star Computing Limited to VitroTech
Corporation, carried out a 4-for-1 stock split, appointed
additional officers and directors, undertook efforts to raise
capital to support its operations and undertook efforts with
regard to selected strategic acquisitions.

              Financials Ending September 30, 2004

At September 30, 2004, ViroTech had a cash balance of $221,030 and
a working capital deficit of $10,067,000 as compared to a pro
forma cash balance of $303,292 and a pro forma working capital
deficit of $7,515,964 at December 31, 2003.

The footnotes to the Company's current financial statements
included, and in the financial statements in ViroTech's Form 8-K/A
dated May 3, 2004, and Form 10-QSB for the quarters ended March
31, 2004, and June 30, 2004, statements that its losses, negative
cash flows from operations and negative working capital raise
substantial doubt about the Company's ability to continue as a
going concern.  Continued operations of the Company are dependent
upon its ability to raise capital and generate positive cash flows
from operations.

During the nine months ended September 30, 2004, ViroTech issued
5,333,332 shares in a private placement for $2,000,000, before
fees of $8,194 and issued 2,343,333 shares of common stock upon
the exercise of warrants, for proceeds of $1,757,500.

During the nine months ended September 30, 2004, the Company
issued an additional 126,672 shares of common stock as payment for
services.

                   Needs $3,000,000 for 2005

In order to support its operations and capital commitments through
December 31, 2005, management estimates that the Company will
require $3,000,000 from operating cash flow, infusions of
additional equity or debt or other sources.  Additionally, it will
likely require substantial additional capital should it pursue the
acquisition component of its revised sales and marketing strategy.  
The Company is continuing in its efforts to secure the necessary
capital to support its operations.  In order to facilitate its
capital raising efforts it has engaged, and expects to engage in
the future, investment banking firms and financial advisors to
assist in the evaluation and financing of its operations and
prospective acquisitions.  ViroTech presently has no firm
commitments from third parties to provide such financing and there
can be no assurance that the Company will receive such financing.  
Should it be unable to secure needed financing, the Company may be
unable to fully implement its planned operations and it may be
required to curtail operations in part or in whole.

VitroTech Corporation, a Nevada corporation, originally
incorporated under the name Star Computing Limited, was formed on
July 16, 2001.  The Company is engaged in the materials technology
business which includes, but is not limited to, the mining,
processing, marketing and sale of a family of proprietary
amorphous aluminosilicate based products designed to improve
performance and quality of a broad array of manufacturing
applications.


VARTEC TELECOM: U.S. Trustee Picks 9-Member Creditors' Committee
----------------------------------------------------------------
The United States Trustee for Region 6 appointed nine creditors to
serve on an Official Committee of Unsecured Creditors in Vartec
Telecom, Inc., and its debtor-affiliates' chapter 11 cases:

          1. MCI, Inc.
             Attn: Brian H. Benjet
             1133 19th Street North West
             Washington, District of Columbia 20036
             Tel: 202-736-6409, Fax: 202-0736-6320

          2. SBC Industry Markets
             Attn: Dave Egan, CPA
             722 North Broadway, Floor 11
             Milwaukee, Wisconsin 53202
             Tel: 414-227-6624, Fax: 414-227-3883

          3. Teleglobe Telecom Corporation
             Attn: Kathy Morgan
             11495 Commerce Park Drive
             Reston, Virginia 20191
             Tel: 703-755-2042, Fax: 703-755-2610

          4. QWest Communications Corp.
             Attn: Jane Frey
             1801 California Street, Suite 3800
             Denver, Colorado 80202
             Tel: 303-383-6480, Fax: 303-383-6665

          5. AT&T Corp.
             Attn: Andrew Stein, Esq.
             55 Corporate Drive, Room 32D48
             Bridgewater, New Jersey 08807
             Tel: 908-658-0615, Fax: 908-658-2346

          6. BellSouth Corporation Legal Department
             Attn: Reginald A. Greene
             Suite 4300
             675 W. Peachtree Stree, N.W.
             Atlanta, Georgia 30375-0001
             Tel: 404-335-0761, Fax: 404-614-4054

          7. Unipoint Holdings
             Attn: Lowell Feldman
             830 Country Lane
             Houston, Texas 77024
             Tel: 512-735-1200, Fax: 512-735-1210

          8. Visionquest Marketing Services, Inc.
             Attn: Chad Jenkins
             609 S. Kelly, Suite B
             Edmond, Oklahoma 73003
             Tel: 405-879-0433, Fax: 405-879-0441

          9. Specialty Outsourcing Solution, Ltd.
             Attn: Jay Lankford
             P.O. Box 23407
             Waco, Texas 76702-3407
             Tel: 254-741-9132, Fax: 254-741-6923

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

Headquartered in Dallas, Texas, Vartec Telecom Inc. --
http://www.vartec.com/-- provides local and long distance service  
and is considered a pioneer in promoting 10-10 calling plans.  The
Company and its affiliates filed for chapter 11 protection on
November 1, 2004 (Bankr. N.D. Tex. Case No. 04-81695).  Daniel C.
Stewart, Esq., William L. Wallander, Esq., and Richard H. London,
Esq., at Vinson & Elkins, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed more than $100 million in assets and
debts.


VLASIC FOODS: Responds to Campbell's Story in $250M Spin-Off Suit
-----------------------------------------------------------------
According to James J. Maron, Esq., at Maron & Marvel, P.A., in
Wilmington, Delaware, Campbell Soup Company's Spin "story" was and
remains riddled with inconsistencies:

    -- the VFI businesses distracted Campbell but VFI would be
       synergistic;

    -- VFI would cut product development and advertising to reduce
       costs but VFI would invest to grow revenues; and

    -- the Spin contracts were based on historical practices but
       also were arm's length.

Mr. Maron notes that Campbell's trial record is more of the same:

    -- VFI was not loaded but it unwisely de-loaded;

    -- Campbell did not milk the businesses but VFI should have
       milked them more;

    -- VFI was worth a billion based on planned growth but failed
       because it was not managed for cash;

    -- VFI had only the best people but they mismanaged it;

    -- Goldstein could predict VFI's future but could not manage
       its present;

    -- VFI was better off with more debt but Campbell paid off its
       debt; and

    -- William Lewis, a strong CFO, should not have been fired but
       he was wrong to foresee VFI's failure.

                   Campbell Selectively Preferring
            Contemporaneous Documents Is "Disingenuous"

Campbell says it prefers "contemporaneous documents" to sworn
testimony subject to cross-examination, which might make sense if
it had not been contemporaneously:

    1) motivated to create a paper trail to justify the Spin,
    2) misleading the authors of the documents,
    3) cleansing documents of problematic facts,
    4) destroying documents that were not "smart," and
    5) losing data that would have revealed its activities.

                   Campbell has Peculiar Positions
                   on Who Makes a Credible Witness

"When contemporaneous documents expose its fraud, Campbell turns
to witnesses who have far less credibility."  For example, Mr.
Maron says, Campbell relies on Anderson, one of its highest paid
officers with rights to about 600,000 Campbell shares, to
contend, "SonA was included in the spin-off because Mr. [Robert]
Bernstock requested it"; but the contemporaneous document says
"the real reason Basil [Anderson] wants to include" SonA is it is
"not doing well."

Mr. Maron notes that Campbell left a gaping hole in the record by
not calling many third party witnesses whose alleged views or
advice it relies on to defend the Spin and its VFI valuation.

Campbell also frequently cites its witness' testimony for
assertions when a supporting "contemporaneous document" ought to
exist, but does not.

Moreover, Campbell claims experts cannot establish facts, which
begs the question of what they can establish.  Experts must rely
on facts, but they also "may testify" by "opinion or otherwise"
to "assist the trier of fact . . . to determine a fact in issue."
Campbell then proceeds to ignore its own rule.

Campbell claims VFB witnesses were hostile, but confuses
hostility towards Campbell with a passion for integrity.  "It
reaches rock bottom in disparaging Lewis," Mr. Maron says.  Mr.
Maron points out that no party was paying [Mr. Lewis].  In fact,
VFI fired [Mr. Lewis].  Mr. Lewis had nothing to gain, drove
eight hours to testify and thoroughly explained himself under
oath and was cross-examined.  One of Mr. Lewis' testimony shows
that the "distracting, Campbell-scripted roadshow made no sense
since VFI was not raising any money, and management needed to
learn the businesses."

                Campbell Latches on to Legal Outliers

Campbell cites In re Heartland Chems., Inc., 103 B.R. 1012, 1016
(Bankr. C.D. Ill. 1989) for the proposition that a pre-existing
creditor's debt must be "identical" post-transfer.  In 15 years,
no decision has followed that analysis.  Campbell also cites In
re Morse Tool, Inc., 148 B.R. 97, 131-32 (Bankr. D. Mass. 1992)
for the supposed rule that the debtor's assumption of a
creditor's debt at the transfer transforms the creditor into a
future one.  That decision has not been well received, which is
no wonder given the many UFTA cases involving shell corporations
in LBOs.  Like the landlord, VFI's 33 trade creditors unpaid at
VFI's bankruptcy with substantially the same open accounts
Campbell owed pre-Spin qualify as pre-existing creditors under
N.J. Stat. Ann. Sections 27:2-25, -27.  Similarly, VFI's many
employee creditors who Campbell owed pre-Spin and who went to
work for VFI post-Spin qualify as existing creditors.  Campbell's
argument that ratification disarms VFB's creditors because they
extended credit after knowing of the Spin has been rejected.
Besides, Mr. Maron says, Campbell failed to prove any VFB
creditor had full knowledge of the real reason for the Spin, as
opposed to having heard the "story."  Furthermore, Campbell
ignores the express protection the New Jersey UFTA, N.J. Stat.
Ann. Section 25:2-25, grants future, as opposed to existing,
creditors.

Campbell argues that it prevails on its proof of claim without
offering any proof at all, not even introducing its proof of
claim.  Mr. Maron contends that a proof of claim is presumptively
valid only after the claimant sustains its initial obligation to
allege the required facts.  Based on the record, Mr. Maron says,
the Court cannot determine whether Campbell is due even $1.
"Without any proof, the claim should be disallowed," Mr. Maron
asserts.

           When All Else Fails, Campbell Fudges the Truth

For example, Mr. Maron relates, Campbell argues loading did not
occur, claiming VFB's evidence pertains to "wet soup," ignoring
both the documentary evidence specific to Vlasic and Swanson that
survived the "smart document" cleansing and the trial testimony.
Campbell then argues, if there was loading, it was minor, and, if
it was not minor, it was not bad.  The "contemporaneous
documents" show both the massive extent of the loads and the
harmful consequences.

Campbell says 59 times "VFB's citations do not support its
assertion" or the equivalent, apparently ignoring VFB's
highlighted cites to the record.

        Campbell Offers a Specious Theory for Why VFI Failed

"After first suggesting Goldstein's inexperience caused VFI's
failure, Campbell now says VFI failed because it invested in and
tried to grow its businesses instead of managing them for cash,"
Mr. Maron relates.  "This, of course, is just another name for
'milking,' which was a cause of, not a solution for, VFI's
problems.  This also contradicts Campbell's Spin growth plan for
those businesses, which was sold to the Banks, IRS, investors,
and VFI employees."

In addition, Campbell vaguely alleges, without quantifying, two
excessive expenses -- overhead and compensation, but Campbell
determined the top 50 VFI employees' compensation and required
clone and go on the rest.  The reality was VFI was "lean."
Moreover, Mr. Maron says, nitpicking costs focuses on the cut
finger instead of the chest wound.  "VFI was spending almost
$1,000,000 per week just on interest.  Cost savings alone could
not have saved VFI."

Mr. Maron notes that Campbell took 10 misfit businesses, pilfered
as much value as it could from them pre-Spin with short-term
strategies, and spun them off on terms designed to extract what
was left post-Spin.  "Given historical declines and the Spin
structure, VFI foreseeably would continue to decline, which it
did until bankruptcy.  Campbell says VFI was not as bad off as
this reality suggests or VFI managers testified, but the only one
who knew VFI's true history and likely future -- Campbell --
wanted nothing to do with it.  It should be held responsible for
the failure.  It should be the one to pay."

Aside from Mr. Maron, VFB LLC is represented by John A. Lee,
Esq., Robin Russell, Esq., William S. Locher, Esq., and David
Griffith, Esq., at Andrews & Kurth, LLP, in Houston, Texas.

                 VFB Has No Proof, Campbell Asserts

Neal C. Belgam, Esq., at Blank Rome, LLP, in Wilmington,
Delaware, notes that in addressing the contemporaneous
documentary evidence that Campbell presented at trial, VFB's
Response posits that virtually everyone associated with VFI --
from the banks, to the many outside advisors, to VFI's own
management -- was incompetent or dishonest.  Each time VFB
confronts contemporaneous documentary proof that an independent
third-party or institution believed that VFI had substantial
positive enterprise value, had positive earnings prospects, and
was solvent and adequately capitalized, VFB's Response asserts
that the evidence should be disregarded in favor of contrary
opinions proffered by VFB's witnesses at trial.  VFB's
contentions must be rejected, both because they rest on
unsubstantiated attacks on these third-parties, and by reason of
the law proscribing judicial reliance on after-the-fact testimony
and assertions that contradict the contemporaneous documentary
evidence.

According to Mr. Belgam, VFB itself introduced the evidence that
following the spin-off, VFI's lending banks did intensive due
diligence after which the principal agent bank, J.P. Morgan, gave
VFI a BB credit rating -- a rating equal to or better than 60% of
America's consumer products companies.  "The source of this
contemporaneous evidence of VFI's value, solvency and financial
strength is an arm's length creditor of VFI with particular
expertise in credit analysis."  VFB asks the Court to disregard
the BB rating on the basis of assertions by VFB's valuation
expert, Henry Owsley -- who was not a participant at the time of
the spin-off and thus has no personal knowledge -- that the banks
did not believe in their ratings, and that their ratings were
self-serving devices by "embarrassed" bank employees to avoid
damage to their careers.  Citing exclusively to Mr. Owsley's
speculative testimony, VFB asks the Court to find that J.P.
Morgan assigned the rating because the bank was "susceptible to
conflict," and the other syndicate banks must have "accepted the
'story'" or were misled by J.P. Morgan and the other bank agent,
Chase.  Mr. Owsley's "expert" opinions as to the beliefs or
motivations of the banks or their employees are entitled to no
evidentiary weight, Mr. Belgam asserts.  Unable otherwise to
explain away the BB credit rating, VFB impugns the banks'
integrity with no competent supporting proof.

VFB also asks the Court to disregard the Loading Document based
on its factually unfounded assertion that unnamed Campbell
managers, at an unspecified past time, supposedly "destroyed"
pre-fiscal 1998 inventory data records on the VFI businesses,
which, had they survived, would supposedly have shown massive
loading whose effects persisted in the post-spin-off era, but
which is not reflected in the Loading Document.  In short, Mr.
Belgam says, VFB asks the Court to disregard VFI's own business
record showing that no loading occurred, on the supposition that
unnamed Campbell employees were guilty of destroying records that
would have proven VFB's unproven loading contentions.  "The
implausibility of this speculation is demonstrated by the fact
that Campbell did maintain records that arguably showed loading
in Campbell's wet soup business," Mr. Belgam says.

VFB similarly dismisses the contemporaneous evidence from seven
different major Wall Street firms that independently issued 40
analyst reports on VFI during the first nine months of its
existence, all of whom believed that VFI had substantial positive
equity value despite its initial difficulties.  Citing only Mr.
Owsley's unsupported conjecture, VFB says that the views and
beliefs of all seven firms should be disregarded because they
performed "copycat" analyses, behaving like "'seven blind men'
acting in 'synchronicity' to parrot management."  VFB further
asserts that that evidence should be disregarded because certain
of the firms allegedly were corrupt.

In its attacks on the investment analysts, VFB also asks the
Court to disregard the aggregate judgment of the thousands of
investors who contemporaneously valued VFI by trading its shares
on the New York Stock Exchange.  VFB's response to the proof that
VFI's equity market value remained substantial throughout
calendar 1998 and well beyond, despite full disclosure of all
material information about VFI, is to turn again to Mr. Owsley,
and his testimony that the stock market gave VFI a "honeymoon"
and failed to "appreciate[]" "the materiality of much of the bad
news."  "This conclusory, question-begging testimony does not
furnish a remotely adequate basis to dismiss the contemporaneous
market evidence [Campbell] presented," Mr. Belgam asserts.

Perhaps the most remarkable target of VFB's Response is VFI's own
senior management, Mr. Belgam says.  VFB attacks the reports that
Mr. Bernstock and the other VFI managers made to the market,
investors, shareholders and VFI's Board as, at best, "overly
optimistic and cheerleading" and, in critical respects, false and
fraudulent.  Of particular interest is VFB's treatment of the
contemporaneous documents in which VFI's management portrayed the
business and its prospects to potential bond purchasers in June
and August 1999.  According to Mr. Belgam, the documents --
drafted by the VFI managers more than a year after the spin-off,
and prepared under the guidance of Skadden Arps and Latham &
Watkins for a transaction sponsored by four of the nation's
leading investment banks -- are of extraordinary probative value.
"They describe a business with a stable pattern of historical
earnings and an ability to service its debts going forward."

VFB characterizes the positive statements made to potential
investors about VFI's business and finances as "puffery."  Under
the very law VFB cites, Mr. Belgam says, the term embraces only
"vague and general statements of optimism."  But VFB's attacks on
VFI's disclosures include assertions that they contained
historical earnings figures that "were not normalized for factors
that would affect VFI's true post-Spin earnings capacity" and
"materially overstated" VFI's post-spin earnings.  If this were
true, Mr. Belgam contends, it would not be "puffery;" it would be
securities fraud.  Thus, in trying to escape the compelling
evidence reflected in the bond offering documents that VFI was a
stable, solvent and well capitalized business when it was spun
off, Mr. Belgam notes, VFB adds VFI's own executives, and their
lawyers and investment banks, to the lost list of people who
supposedly misrepresented the facts and violated the law and
principles of fair dealing.

Moreover, Mr. Belgam continues, VFB's charges of securities fraud
are not true.  "The financial disclosures that the bond
purchasers received were entirely accurate and complete."

According to VFB, all of the other highly experienced
professionals who vouched for the financial and operational
viability of the VFI businesses were also not merely wrong, but
irresponsible or worse.

"The number of assumptions and excuses that VFB requires to
explain away the overwhelming contemporaneous evidence
inconsistent with its claims renders VFB's position incredible,"
Mr. Belgam says.

              VFB's Position on the Law is Without Merit

Mr. Belgam notes that VFB repeatedly asks the Court to base its
conclusions about valuation and reasonably equivalent value on
the after-the-fact testimony which, in the aggregate, amounted to
just what VFB's counsel described in requesting two weeks of
"fact" trial time -- "an autopsy of this business, what went
wrong, why it went down."  Following the "autopsy" model, and
relying on what it calls "management's 'post-mortem,'" VFB asks
the Court to base its valuation and REV decisions exclusively on
VFB's catalog of every problem that the VFI businesses ever
encountered, as well as many more "problems" that VFB could not
substantiate with evidence.  At the same time, VFB asks the Court
to hold that all of these problems were supposedly "foreseeable,"
while disregarding completely any of the positive opportunities,
initiatives and expectations for VFI's future growth and success
that existed at the time of the spin-off.

According to Mr. Belgam, the fundamental difficulty with VFB's
"post-mortem," "autopsy" approach to valuation is that it starts
with the proposition that the body is dead and works backwards.
"This is pure hindsight -- the selective use of negative data to
'prove' the known outcome."  Mr. Belgam asserts that VFB's "post-
mortem" approach to valuation is legally impermissible.  "In
delineating the standards for deciding the REV issue, the law is
consistent with good valuation practice, which requires
consideration of all of the facts known and the marketplace
expectations held at the time of the challenged transfer."

Mr. Belgam contends that the best evidence of what was
"foreseeable" at the spin-off date is what participants in fact
foresaw.  VFB's evidence failed to establish that any person or
institution that participated in any way in the VFI spin-off
foresaw that the business would fail.  Nor is this surprising,
Mr. Belgam says, given the facts on which future expectations
were based.

Mr. Belgam points out that Vlasic and Swanson were solid, stable,
market-leading brands with a history of steady earnings in which
Campbell had invested capital and marketing funds equal to or
greater than their peers.  Campbell's experienced Board of
Directors carefully considered the spin-off, bringing to bear
their own knowledge of the businesses and advice from independent
advisors who helped structure the spin-off and confirmed its
viability.  The spin-off was premised on a sound, conservative
business strategy to focus on Swanson and Vlasic and manage the
remaining VFI businesses for cash, a strategy in which VFB's
chosen consultant, Braxton, concurred.  VFI's new management were
experienced, competent businesspeople and included an outside CFO
to provide financial discipline.  The $500 million debt level was
set based on a thorough financial analysis by Campbell's senior
Treasury officers.  The challenges and opportunities for the
spin-off company were disclosed in a Form 10, the Braxton report
commissioned by VFI management, and extensive briefing books and
financial reports from prior management, and full account of them
was taken in new management's operating plans, on which most of
their compensation depended.  The operating plans made
conservative assumptions about incremental sales and earnings
expected from the new products and initiatives Swanson and Vlasic
had planned.  VFI enjoyed a substantial interest coverage cushion
in the event earnings fell short of operating plan figures.  On
the spin-off date, VFI's stock closed at $25.31 per share.
Contemporaneous valuations of VFI by its management and advisors
implied an enterprise value of approximately $1.5 billion.

"VFB's complete failure of proof that Campbell or anyone else
foresaw at the spin-off date that VFI would fail is fatal to both
its actual fraud and constructive fraud legal theories.  AS to
actual fraud, Campbell plainly cannot have intended to cause a
result that neither it nor anyone remotely expected.  As to
constructive fraud, VFB's contention that the businesses VFI
received on March 30, 1998, were worth less than the debt VFI
assumed in exchange rests entirely on hindsight and the
consistent disregard of a large body of reliable contemporaneous
evidence of value.  The assertions of pervasive deceit, error and
incompetence on all sides that make up so crucial a part of VFB's
Response cannot justify ignoring or devaluing that
contemporaneous record," Mr. Belgam asserts.

Aside from Mr. Belgam, Campbell's attorneys are Dale R. Dube,
Esq., at Blank Rome, LLP, in Wilmington, Delaware; Richard P.
McElroy, Esq., and Mary Ann Mullaney, Esq., at Blank Rome, LLP,
in Philadelphia, Pennsylvania; and Michael W. Schwartz, Esq.,
David C. Bryan, Esq., and Forrest G. Alogna, Esq., at Wachtell,
Lipton, Rosen & Katz, in New York.  (Vlasic Foods Bankruptcy News,
Issue No. 52; Bankruptcy Creditors' Service, Inc., 215/945-7000)


W.R. GRACE: Equity Committee Taps Lexecon as Asbestos Consultant
----------------------------------------------------------------
On October 29, 2004, the Official Committee of Equity Security
Holders of the chapter 11 cases of W.R. Grace & Co., and its
debtor-affiliates, selected Lexecon, LLP, to provide asbestos
claims consulting services for the remainder of the Debtors'
Chapter 11 cases and to act, if necessary, as an expert witness
for the Equity Committee in the estimation of claims in
contemplation of or in connection with the Chapter 11 plan
litigation.

Lexecon is a leading consulting firm that specializes in the
analysis of complex economic and statistical issues in connection
with legal and regulatory proceedings and other business
activities.  Lexecon often serves as an expert on these issues and
has been retained by national and international companies to
assist with litigation in numerous forms.  Thus, Lexecon is well-
qualified to provide the asbestos claims consulting services and
expertise that are required by the Equity Committee.

To date, the Debtors have taken the lead in contesting the
asbestos claims asserted against their estate.  The Equity
Committee believes that it is appropriate to retain its own
asbestos valuation expert so that it is in a position to conduct
its own evaluation of any proposed settlement, to participate in
settlement negotiation, and, if necessary, undertake its own
challenge to the allowability and amount of the asbestos claims.

The Equity Committee seeks the Court's authority to retain Lexecon
as its asbestos claims consultant, nunc pro tunc to Oct. 29, 2004.

As consultant, Lexecon will be:

    (a) estimating costs associated with liquidating present and
        future asbestos claims and resulting allocation of value
        to holders of claims and interests;

    (b) estimating the costs under a plan of resolving the claims;

    (c) testifying on the Equity Committee's behalf, if
        necessary; and

    (d) performing any other necessary services as the Equity
        Committee may request from time to time pertaining to any
        asbestos-related issue.

As set forth in the Retention Agreement, Lexecon will be paid
according to its current hourly rates:

    Gustavo E. Bamberger, Ph.D.                      $525
    Lynette R. Neumann, Ph.D.                        $450
    Senior Professionals                             $450 to $530
    Consultants                                      $325 to $415
    Analysts/Data Analysis Research/Support Staff    $100 to $295

Lexecon will also be reimbursed for necessary out-of-pocket
expenses.

In addition to testifying as an expert witness in the Western
Asbestos Company bankruptcy and submitting an expert report in the
Congleum bankruptcy, Gustavo E. Bamberger, Ph.D., a Senior Vice
President of Lexecon who will take the lead role in Lexecon's
services to the Equity Committee, has provided expert witness
testimony on economic issues before the United States Senate and
numerous federal courts and regulatory agencies.

Dr. Bamberger attests that Lexecon is a "disinterested person," as
defined in Section 101(14) and as required by Section 328(c) of
the Bankruptcy Code, and holds no interest adverse to the Debtors
and their estates for the matters for which the firm is to be
engaged.

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. (W.R. Grace Bankruptcy News, Issue
No. 76; Bankruptcy Creditors' Service, Inc., 215/945-7000)


YUKOS OIL: Notice Says Dec. 19 Auction Violates US Bankruptcy Law
-----------------------------------------------------------------
In advertisements to be placed this week, Yukos Oil Company will
serve notice that the December 19 auction of Yukos' stock in
Yuganskneftegas was a violation of United States bankruptcy law.  
If the sale of the stock is completed, it will damage Yukos in
excess of US $20 billion.  As is its right, Yukos will pursue all
available legal avenues to recover damages from any person or
entity that is involved in the illegal sale of these assets or any
other assets covered in the company's bankruptcy filing.

The advertisements will be placed in Thursday's global editions of
the Financial Times, Wall Street Journal, New York Times, and
International Herald Tribune.  The ads will also appear in
Vedomosti, Russia's leading daily business newspaper, and in the
Moscow Times, Russia's leading English-language daily newspaper
and may also be viewed at http://www.yukosbankruptcy.com/ Yukos'  
legal counsel committed to placing the advertisements during the
bankruptcy court hearing last Wednesday, Dec. 22, in Houston.

United States law gives the U.S. Bankruptcy Court for the Southern
District of Texas in Houston exclusive jurisdiction over the
property of Yukos' Chapter 11 estate "wherever located."  Under
the law, an automatic stay went into immediate effect when the
company filed for bankruptcy on Dec. 14, 2004.  The automatic stay
protects the company's assets through the bankruptcy process.  It
prevents creditors from collecting claims (including tax claims)
that arose prior to the bankruptcy filing or from taking
"possession" or "control" of Yukos property covered under the
filing.

The automatic stay and the Court's December 16 Temporary
Restraining Order barring the auction was violated when
Gazpromneft and Baikal Finance Group participated in the auction
on December 19.  Even though the TRO expired last Sunday, the
automatic stay remains in force indefinitely through the
bankruptcy process and until lifted or amended by the Court.  
Though Baikal Finance Group, a previously unknown company, emerged
as the winning bidder in the auction, days later its shares were
transferred to or purchased by Rosneft, a government-owned oil
company, itself set to be acquired by Gazprom.

In the notice, Yukos indicates that it will pursue all available
legal avenues to recover damages against any person or entity who:

     (1) participates, facilitates or finances the sale or
         purchase of the Stock,

     (2) interferes with Yukos employment relationships with its
         employees,

     (3) interferes with property of Yukos' Chapter 11 bankruptcy
         estates and

     (4) attempts to collect from Yukos any claims that arose
         prior to Yukos' bankruptcy filing.

The Court has scheduled the next hearing on the Yukos bankruptcy
for Thursday, January 6, 2005 in Houston, Texas. For more
information on the case, please visit
http://www.yukosbankruptcy.com/

Headquartered in Houston, Texas, Yukos Oil Company --
http://www.yukos.com/-- is an open joint stock company existing  
under the laws of the Russian Federation. Yukos is involved in
the energy industry substantially through its ownership of its
various subsidiaries, which own or are otherwise entitled to enjoy
certain rights to oil and gas production, refining and marketing
assets. The Company filed for chapter 11 protection on Dec. 14,
2004 (Bankr. S.D. Tex. Case No. 04-47742). Zack A. Clement, Esq.,
C. Mark Baker, Esq., Evelyn H. Biery, Esq., John A. Barrett, Esq.,
Johnathan C. Bolton, Esq., R. Andrew Black, Esq., Fulbright &
Jaworski, LLP, represent the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
$12,276,000,000 in total assets and $30,790,000,000 in total
debts.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
January 19, 2005
   PRACTISING LAW INSTITUTE
      Emerging Issues in Workouts & Bankruptcies
         New York, NY
            Contact: 1-800-260-4PLI; 212-824-5710 or info@pli.edu

February 9, 2005
   NACHMAN HAYS BROWNSTEIN, INC.
      Due Diligence Symposium 2005
         Hilton Woodbridge, Iselin, New Jersey
            Contact: 1-888-622-4297 or info@nhbteam.com

February 10-12, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      10th Annual Rocky Mountain Bankruptcy Conference
         Westin Tabor Center Denver, Colorado
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
February 11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Canadian-American Symposium on Cross Border Insolvency Law
         Marriott Eaton Center, Toronto, Ontario
            Contact: 1-703-739-0800 or http://www.abiworld.org/

March 2-3, 2005
   PRACTISING LAW INSTITUTE
      27th Annual Current Developments in Bankruptcy &
      Reorganization
         New York, NY
            Contact: 1-800-260-4PLI; 212-824-5710; or info@pli.edu
  
March 3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (L.A.)
         The Century Plaza Los Angeles, California
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
March 4, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      12th Annual Bankruptcy Battleground West
      Looking Ahead to the Next Bankruptcy Cycle
         The Westin Century Plaza Hotel & Spa Los Angeles, Calif.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

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

March 10-12, 2005
   ALI-ABA
      Bench and Bar Bankruptcy Conference
         Washington, DC
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/
  
April 7-8, 2005
   PRACTISING LAW INSTITUTE
      27th Annual Current Developments in Bankruptcy &
      Reorganization
         San Francisco, CA
            Contact: 1-800-260-4PLI; 212-824-5710 or info@pli.edu
  
April 13, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Mediation in Turnarounds & Bankruptcies
         Milleridge Cottage Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/
  
April 14-15, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Sixth Annual Conference on Healthcare Transactions
      Successful Strategies for Mergers, Acquisitions,
      Divestitures and Restructurings
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

April 28, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (East)
         J.W. Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

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

May 9, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millenium Broadway New York, New York
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
May 12-14, 2005
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Washington, D.C.
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org/
  
May 12-14, 2005
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Santa Fe, NM
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/
  
May 13, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (N.Y.C.)
         Association of the Bar of the City of New York, New York
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
May 19-20, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Second Annual Conference on Distressed Investing Europe
      Maximizing Profits in the European Distressed Debt Market
         Le Meridien Piccadilly Hotel London UK
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com
  
May 23-26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Tulane University Law School New Orleans, Louisiana
            Contact: 1-703-739-0800 or http://www.abiworld.org/

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

June 9-11, 2005
   ALI-ABA
      Chapter 11 Business Reorganizations
         Charleston, South Carolina
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/
  
June 16-19, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
June 23-24, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Eighth Annual Conference on Corporate Reorganizations
      Successful Strategies for Restructuring Troubled Companies
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

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

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

September 8-11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
      (Including Financial Advisors/Investment Bankers Program)
         The Four Seasons Hotel Las Vegas, Nevada
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
September 26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         Site to Be Determined London, England
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
October 7, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Views from the Bench
         Georgetown University Law Center Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

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

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

December 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (West)
         Hyatt Grand Champions Resort Indian Wells, California
            Contact: 1-703-739-0800 or http://www.abiworld.org/

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

March 30 - April 1, 2006
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities, and Bankruptcy
         Scottsdale, AZ
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/
  
April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott Newport, Rhode Island
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island Amelia Island, Florida
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/
  
November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch Scottsdale, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org/

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


                           *********

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

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

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

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

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

                            *********

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

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, 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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