TCR_Public/050105.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, January 5, 2005, Vol. 9, No. 3

                          Headlines

900 ORIOLE LLC: Voluntary Chapter 11 Case Summary
ACTION REAL ESTATE: Voluntary Chapter 11 Case Summary
APPLIED SOIL: Creditors Must File Proofs of Claim by Jan. 14
ARDENT HEALTH: Majority of Noteholders Agree to Amend Indenture
ATA AIRLINES: Gets Court Nod to File Section 1110 Stipulations

AMCAST INDUSTRIAL: Wants to Hire Ordinary Course Professionals
BATY DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
BELLAIRE GENERAL: Case Summary & 20 Largest Unsecured Creditors
BRILLIANT DIGITAL: Taps Vasquez & Co. as Independent Accountant
CARBIZ INC: Equity Deficit Widens to $28.9 Million at October 31

CENTURY/ML: Asks Court to Stretch Plan Filing Period to March 31
CIRTRAN: $3.68 Million Equity Deficit Spurs Going Concern Doubt
CONE MILLS: Has Until Jan. 27 to Solicit Acceptances of Plan
CROWN PACIFIC: Transfers Timberland Property to Crown Pacific Unit
DI GIORGIO: Launches Sr. Debt Tender Offer & Consent Solicitation

DICKIE WALKER MARINE: Auditors Raise Going Concern Doubt
EL CONEJO: Files Chapter 11 Reorganization Plan in N.D. Texas
EL CONEJO: Gets Second Interim Court Okay to Use Cash Collateral
ENVIRONMENTAL REMEDIATION: Reports $3.593 Mil. Net Loss in YE 2004
EXECAIR MAINTENANCE: Case Summary & 20 Largest Unsecured Creditors

EYE CARE: Offers to Purchase $100 Million of 9-1/8% Sr. Notes
FIBERMARK INC: Plan Confirmation Hearing Set for Jan. 27
FOSTER WHEELER: Converts 87.4% Pref. Shares to 34MM Common Shares
GENEVA STEEL: Committee Taps Benedetto & BF as Financial Advisors
GENOIL INC: Receives $4.6 Million Private Equity Financing

GMAC COMMERCIAL: Moody's Holds Ba2 Rating on $12.2M Class F Certs.
INTEGRATED HEALTH: Settles Dispute with Litchfield for $1,563,571
iSECURETRAC: Converts $1.3 Million of Debt into Common Stock
IWO HOLDINGS: Files Pre-Packaged Chapter 11 Plan in Delaware
IWO HOLDINGS INC: Case Summary & 60 Largest Unsecured Creditors

KAISER ALUMINUM: Board Elects John Donnan as General Counsel
KANSAS CITY: Welcomes Arthur Shoener as COO & Executive VP
KISTLER AEROSPACE: Files Plan of Reorganization in Washington
KMART CORP: SEC Charges Former Kmart Executives with Fraud
KMART HOLDING: Nov. & Dec. Same Store Sales Down by 4.6 Percent

KRISPY KREME: Credit Line Dries Up & Starts Talking to Lenders
LOEWEN: State Street Wants $5.5 Mil. Reserve Account Maintained
LUCENT TECH: Annual Shareholders' Meeting Slated for February 16
MANDALAY RESORT: Reminder About $400MM Senior Debt Conversion
MORGAN STANLEY: Moody's Places Low-B Ratings on Five Cert. Classes

MOOG INC: Moody's Rates Proposed $120M Senior Sub. Notes at Ba3
MURRAY INC: U.S. Trustee Appoints 7-Member Creditors Committee
NATIONAL CENTURY: Trust Objects to JP Morgan & Bank One Claims
NORTEL NETWORKS: Has Until March 31 to File 2003 Annual Report
NRG ENERGY: Inks Coal Transport Pact for Big Cajun II Facility

OM GROUP: NYSE Extends Form 10-K Filing Deadline Until March 31
OPTINETRICS INC: Voluntary Chapter 11 Case Summary
PROSOFTTRAINING: Nasdaq Schedules Jan. 27 Delisting Hearing
RELIANCE GROUP: Liquidator Wants to Recover Busti's Legal Fees
REPUBLIC ENGINEERED: Nothing Left & Moves to Dismiss Chap. 11 Case

REVCARE INC: Losses & Deficits Trigger Going Concern Doubt
SAFETY-KLEEN: Bankr. Court Approves IBM Settlement Agreement
SALTIRE INDUSTRIAL: Has Exclusive Right to File Plan Until Mar. 16
SALTIRE INDUSTRIAL: Has Until Feb. 15 to Decide on Leases
SCOTT ACQUISITION: Genovese Joblove Approved as Committee Counsel

SCOTT ACQUISITION: Creditors Must File Proofs of Claim by Feb. 23
SIDESHOW CREATIVE: Case Summary & 20 Largest Unsecured Creditors
SPIEGEL INC: Wants Court to Determine Prepetition Tax Liabilities
TENET HEALTHCARE: Completes Sale of 5 Hospitals in 3 States
THISTLE MINING: Toronto Stock Exchange Halts Common Stock Trading

TRICN INC: Case Summary & 20 Largest Unsecured Creditors
UAL CORP: Sec. 1113(c) Conference Slated for Friday
UAL CORPORATION: Files 9th Reorganization Status Report
US AIRWAYS: Pegasus Aviation Presses for Adequate Protection
USGEN: Dominion Closes Three Northeast Power Station Purchases

VENTURE HOLDINGS: DIP Facility Expires on January 28
VERESTAR INC: Court Adjourns Disclosure Statement Hearing Sine Die
W.R. GRACE: Sealed Air & Cryovac Object to Disclosure Statement
W.R. GRACE: Fresenius Complains Disclosure Statement is Ambiguous
W.R. GRACE: Asbestos PI Committee Blasts Disclosure Statement

YELLOW ROADWAY: Completes Exchange Offers for Sr. Notes due 2023
YUKOS OIL: Deutsche Bank Attacks U.S. Jurisdiction of Bankruptcy

* Dechert LLP Welcomes 67 Lawyers from Swidler Berlin's 2 Offices
* Cadwalader, Wickersham & Taft LLP Names Five New Partners
* Ralph C. Ferrara to Join LeBoeuf as Litigation Partner

* Upcoming Meetings, Conferences and Seminars

                          *********

900 ORIOLE LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: 900 Oriole LLC
        2192 Martin Suite 165
        Irvine, California 92612

Bankruptcy Case No.: 04-17784

Type of Business: Real Estate

Chapter 11 Petition Date: December 29, 2004

Court: Central District of California (Santa Ana)

Judge: John E. Ryan

Debtor's Counsel: Ronald Appel, Esq.
                  Appel & Appel
                  12341 Newport Avenue, Suite B100
                  Santa Ana, CA 92705
                  Tel: 714-573-9011

Total Assets: $4,660,000

Total Debts:  $1,351,000

The Debtor has no unsecured creditors who are not insiders.


ACTION REAL ESTATE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Action Real Estate Inc.
        16300 Lindburgh Street
        Van Nuys, California 91406

Bankruptcy Case No.: 04-18163

Type of Business: Real Estate

Chapter 11 Petition Date: December 29, 2004

Court: Central District of California (San Fernando Valley)

Judge: Kathleen T. Lax

Debtor's Counsel: Julie Ann Herzog, Esq.
                  18980 Ventura Boulevard Suite 320
                  Tarzana, CA 91356
                  Tel: 818-881-9535

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor has no unsecured creditors who are not insiders.


APPLIED SOIL: Creditors Must File Proofs of Claim by Jan. 14
------------------------------------------------------------
The United States Bankruptcy Court for the Central District of
California, Northern Division set January 14, 2005, as the
deadline for all creditors and equity security holders owed by
Applied Soil Mechanics, Inc., now known as Earth Systems
Consultants Northern California, to file their proofs of claim.

Three types of claims are exempt from the Bar Date:

   a) claims arising from the rejection of an executory contract
      or unexpired lease,

   b) claims of governmental units, and

   c) claims arising as the result of a transfer or avoidance
      action pursuant to chapter 5 of the Bankruptcy Code.

All original proofs of claim or interest must be filed with:

      Clerk of the Court
      U.S. Bankruptcy Court, Central District of California
      1415 State Street
      Santa Barbara, California 93101

and a copy must be served on:

      Simon Aron, Esq.
      Wolf, Rifkin, Shapiro & Schulman, LLP
      11400 W. Olympic Boulevard, 9th Floor
      Los Angeles, California 90064

Headquartered in San Luis Obispo, California, Applied Soil
Mechanics Inc. offers environmental services support to industrial firms
in California.  The Company filed for chapter 11 protection (Bankr.
C.D. Cal. Case No. 04-11716) on July 2, 2004.  Simon Aron, Esq.,
at Wolf, Rifkin, Shapiro & Schulman, LLP, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it estimated of more than $500,000 in assets
and more than $1 Million in debts.


ARDENT HEALTH: Majority of Noteholders Agree to Amend Indenture
---------------------------------------------------------------
Ardent Health Services LLC's subsidiary, Ardent Health Services,
Inc., has received consents from holders of a majority of its 10%
Senior Subordinated Notes due 2013 to an amendment to the
financial reporting covenant in the indenture governing the Notes.
The Noteholders also consented to a waiver of all existing
defaults under the indenture relating to the financial reporting
covenant.

Citigroup Global Markets Inc. and Banc of America Securities LLC
acted as the solicitation agents and Global Bondholder Services
Corporation acted as the information and tabulation agent for the
consent solicitation.

                        About the Company

Ardent Health Services is a provider of health care services to
communities throughout the United States.  Ardent currently
operates 35 hospitals in 14 states, providing a full range of
medical/surgical, psychiatric and substance abuse services to
patients ranging from children to adults.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 7, 2004,
Standard & Poor's Ratings Services placed its single-B ratings on
Ardent Health Services, Inc., on CreditWatch with negative
implications.  The CreditWatch listing reflects our increasing
concerns about the hospital chain's ability to control its
operations in a period of rapid growth and manage its tightened
liquidity.

Ardent's growth is illustrated by its ballooning revenues, which
have increased by about 70% since 2003, taking into account its
recent acquisition of Hillcrest HealthCare System.

Ardent announced that it will lower its earnings in a financial
restatement for 2003 and for the first two quarters of 2004.  The
restatement stems from accounting adjustments at its largest
subsidiary, Lovelace Sandia Health System, and will result in an
annualized reduction in earnings of about $20 million.  The
company will not release any financial statements until the end of
the first quarter in 2005.  Ardent is in the process of changing
its financial accounting procedures to address these issues.
Meanwhile, liquidity is tighter because Ardent has agreed with its
banks not to draw on the revolving credit facility.

"We are furthermore concerned about the potential for additional
financial adjustments due to information technology issues," said
Standard & Poor's credit analyst David Peknay.  "The announcement
of a $26 million impairment charge relating to the consolidation
of information systems could indicate greater acquisition
integration challenges than originally anticipated."  Standard &
Poor's expects to review management's efforts to better control
its activities and handle its funding needs through the possible
near-term sale of its Samaritan Hospital and through bank
borrowing negotiations.


ATA AIRLINES: Gets Court Nod to File Section 1110 Stipulations
--------------------------------------------------------------
To recall, ATA Airlines, Inc., and Chicago Express Airline, Inc.,
ask the United States Bankruptcy Court for the Southern District
of Indiana for permission to make elections pursuant to Section
1110(a) of the Bankruptcy Code and perform obligations under
certain leases and secured financings relating to aircraft and
aircraft engines that may be subject to Section 1110.

The Court grants ATA Airlines, Inc., and Chicago Express
Airlines' request, subject to these terms:

   (a) The Airlines are authorized to enter into 1110(a)
       Elections and perform their obligations under the
       Aircraft Agreement pursuant to Section 1110 of the
       Bankruptcy Code with respect to Equipment so designated by
       the Airlines, during the period from the Petition Date
       through the rejection, assumption or renegotiation of the
       relevant Aircraft Agreement;

   (b) The Airlines are authorized to make the payments and
       take other actions as are necessary to cure defaults and
       retain protection of the automatic stay with respect to
       the Equipment subject to each 1110(a) Election;

   (c) The 1110(a) Elections, and any amendment to the Aircraft
       Agreements executed pursuant thereto, will not constitute
       assumptions of any of the Aircraft Agreements;

   (d) The Airlines' elections to perform under the Aircraft
       Agreements will be effective as of 11:59 pm (EST) on
       December 24, 2004, or as otherwise provided in the 1110(a)
       Election or in any amendment to the Aircraft Agreement
       executed pursuant to the 1110(a) Election;

   (e) The Airlines are authorized to cure all defaults, other
       than a default of a kind specified in Section 365(b)(2),
       under each Aircraft Agreement, either in the time frame
       specified by agreement with the Aircraft Creditor or in
       the time frame provided by Section 1110(a)(2)(B), pursuant
       to the 1110(a) Elections;

   (f) The Airlines are authorized to enter into:

       -- 1110(b) Stipulations in extending the time to perform
          obligations under Section 1110; and

       -- stipulations to provide "adequate protection" in
          respect of Aircraft Equipment;

   (g) Upon execution and filing of Adequate Protection
       Stipulations and timely performance by the Airlines
       thereunder, the Adequate Protection Stipulations will be
       effective, unless and until the Stipulations ultimately
       are not approved by the Court;

   (h) The Airlines will use their best efforts to provide the
       counsel to the Official Committee of Unsecured Creditors
       with copies of the 1110(a) Elections, Stipulations, and
       modification to the Aircraft Agreements two days prior to
       filing; and

   (i) The Airlines are authorized to file under seal the 1110(a)
       Elections, the Stipulations and any Aircraft Agreement
       modifications, with copies of the sealed information
       provided to the U.S. Trustee, counsel for the Committee
       and counsel for the Air Transportation Stabilization
       Board.

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)


AMCAST INDUSTRIAL: Wants to Hire Ordinary Course Professionals
--------------------------------------------------------------
Amcast Industrial Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of Ohio for
permission to continue retaining, employing and paying
professionals they turn to in the ordinary course of their
business without bringing formal employment applications to the
Court.

In the Debtors' day-to-day operation of their businesses, they
regularly call upon certain professionals to provide them with
services on discrete litigation matters, environmental matters,
employee benefits and personnel related matters, and corporate,
operational and financial matters.

Because the Debtors' substantial business operations are located
in various locations throughout the U.S., it would be impractical,
inefficient and unnecessarily costly for the Debtors to require
each Ordinary Course Professional to submit individual employment
and compensation applications to the Court.

The Debtors assure the Court that:

   a) each Ordinary Course Professional will file an affidavit of
      disinterestedness to the Court within 30 days of their
      employment commencement;

   b) the Debtors will pay each Ordinary Course Professional 100%
      of their fees and expenses; and

   c) every 90 days from the date of entry of a Court order
      authorizing the employment of the Ordinary Course
      Professionals, the Debtors will submit to the Court a
      Statement containing:

        (i) the name of each Professional,

       (ii) the aggregate amount paid as compensation for
            services rendered and reimbursement of expenses for
            each Professional, and

      (iii) a list of any additional Professionals that the
            Debtors will hire after the Court's authorization
            Order.

Although some of the Ordinary Course Professionals may hold minor
amount of unsecured claims, the Debtors do not believe that any of
them have an interest materially adverse to the Debtors, their
creditors, or other parties in interests.

Headquartered in Dayton, Ohio, Amcast Industrial Corporation --
http://www.amcast.com/-- is a manufacturer and distributor of
technology-intensive metal products to end-users and supplier in
the automotive and plumbing industry.  The Company and its
debtor-affiliates filed for chapter 11 protection on Nov. 30, 2004
(Bankr. S.D. Ohio Case No. 04-40504).  Jennifer L. Maffett, Esq.,
at Thompson Hine LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $104,968,000 and
total debts of $165,221,000.


BATY DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Baty Development Group, LLC
        891 Rodney Drive
        Nashville, Tennessee 37205

Bankruptcy Case No.: 04-15453

Type of Business: The Debtor is a contractor.

Chapter 11 Petition Date: December 30, 2004

Court: Middle District of Tennessee - (Nashville)

Judge:  Keith M. Lundin

Debtor's Counsel: Beth A Dunning, Esq.
                  Dunning Law Group PLLC
                  7000 Executive Center Drive, #375
                  Brentwood, Tennessee 37027
                  Tel: (615) 373-8227
                  Fax: (615) 250-2011

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
OJ Milano                        Earnest Money and       $67,750
210 25th Avenue North            Down Payment on
Suite 1015                       Sale Contract
Nashville, Tennessee 37203

Jane Kerber                      Earnest Money on        $24,250
2591 Dallas Parkway              Pending Sale Contract
Suite 300
Frisco, Texas 75034

Thomas A. Drummond               Earnest Money on        $21,450
1017 Willow Park Circle          Terminated Sale
                                 Contract

Gina Levine Kosser                                       $21,250

American Coatings                                        $20,422

Joseph Blankenship, Jr.                                  $19,250

Julia C. Goodin                                          $17,500

Dunning Law Group, PLLC                                  $15,000

Jim and Kara Carden                                      $15,000

Ceramic Tile Distributors, Inc.                          $12,362

SledgeCraft Inc.                                         $12,067

George M. Underwood and                                  $11,900
Michelle A. Underwood

Volunteer Tile & Floor Covering                           $8,325

Ferguson Enterprises Inc.                                 $7,619

InterVac Systems, Inc.                                    $6,990

Southern Deck & Fence                                     $6,440

Trail & Trail                                             $6,000

ICU Security Inc.                                         $5,800

James Robbins Hardwood                                    $5,500

Glass Contractors of             Construction Materials   $4,307
Tennessee, Inc.                  and Labor


BELLAIRE GENERAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Bellaire General Hospital, L.P.
        dba Bellaire Medical Center
        5314 Dashwood
        Houston, Texas 77081

Bankruptcy Case No.: 05-30089

Type of Business: The Debtor operates a hospital.
                  See http://www.bellairemedicalcenter.com/

Chapter 11 Petition Date: January 3, 2005

Court: Southern District of Texas (Houston)

Judge:  Karen K. Brown

Debtor's Counsel: Michael Leppert, Esq.
                  McClain, Leppert & Maney, P.C.
                  711 Louisiana Street, Suite 3100
                  Houston, Texas 77002
                  Tel: (713) 654-8001
                  Fax: (713) 654-8818

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Reliant Energy Solutions                      $430,535
PO Box 120954
Dallas, Texas 75312-0954
Attn: Joe Reeves
Tel: (713) 497-3419

Gulf Coast Regional Blood Center              $240,191
PO Box 200601
Houston, Texas 77216-0601
Attn: Charles Abear
Tel: (713) 791-6225

HCA Information Technology Service, Inc.      $160,275
PO Box 415000
Nashville, Tennessee 37241-5000

Smith Moore LLP                               $153,735
1355 Peachtree Northeast, Suite 750
Atlanta, Georgia 30309
Tel: (404) 962-1000

Synthes                                       $149,875

Ferot Systems Healthcare                      $142,986

Silverhawk Healthcare                         $122,003

Bayou Anesthesia                              $113,495

Medical Information Technology, Inc.          $111,951

American Sleep & Cardio                       $110,925

Edix/Tem Corporation                          $108,642

Burns International Security Service           $96,205

Resource Corporation                           $95,182

GE Medical Systems Biomed                      $89,985

Cardiology Associates                          $76,675

Cash Retriever                                 $74,139

Jefferson Pilot Financial                      $72,498

Metlife                                        $71,993

Crest Services                                 $66,748

Genesis Medical                                $65,000


BRILLIANT DIGITAL: Taps Vasquez & Co. as Independent Accountant
---------------------------------------------------------------
BDO Seidman, LLP has resigned as the independent public
accountants for Brilliant Digital Entertainment, Inc., effective
as of December 30, 2004.

In addition, the Company's Board of Directors, upon recommendation
of the Audit Committee, has resolved to engage Vasquez & Company
LLP as the Company's new independent accountants to audit the
Company's financial statements for the fiscal year ended
December 31, 2004.  The engagement of Vasquez & Company LLP took
effect on December 30, 2004.

BDO's reports on the Company's consolidated financial statements
for either of the two fiscal years ended December 31, 2003, and
2002, did not contain an adverse opinion or disclaimer of opinion,
and were not qualified or modified as to uncertainty, audit scope
or accounting principles.

During the two fiscal years ended December 31, 2003, and through
the date of BDO's resignation, there were no disagreements with
BDO on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which, if not
resolved to BDO's satisfaction, would have caused it to make
reference to the subject matter of the disagreements in connection
with its report on the Company's consolidated financial
statements.

Brilliant Digital Entertainment, Inc., is a company which, through
its Altnet, Inc., subsidiary, operates a peer-to-peer-based
content distribution network that allows us to securely and
efficiently distribute a content owner's music, video, software
and other digital files to computer users via the Internet.

As of September 31, 2004, the Company's balance sheet showed a
$5,222,000 stockholders' deficit.


CARBIZ INC: Equity Deficit Widens to $28.9 Million at October 31
----------------------------------------------------------------
Carl Ritter, Chief Executive Officer of Carbiz, Inc., (TSX
VENTURE:CZ) reported the company's third-quarter results.

Revenue for the third quarter increased by 17 percent compared to
the same period last year.  The increase was primarily due to the
incremental revenue increase from the Carbiz Auto Credit division,
which contributed $255,453 in sales and $21,315 in operating
profit for the third quarter.

Operating expenses increased year-to-year based on fees related to
pursuit of a listing on the U.S. OTC-BB, as well as reporting
changes resulting from adoption of the CICA issued handbook
Section 3870, Stock-Based Compensation and Other Stock-Based
Payments.  Included in the former are legal fees and accrual for
professional fees in connection with U.S. tax and legal work.

According to Mr. Ritter, "Our auto-credit business will continue
to increase over the next quarter in both sales and profit and
revenues from the TaxMax division will begin to be reflected in
the fourth quarter.  The majority of expenses for the OTC-BB
application will be absorbed by the end of the fiscal year,
providing Carbiz an opportunity to reflect results based primarily
on operations in the first quarter rather than the addition of
several one-time or unique expense items."

At October 31, 2004, the company's stockholders' deficit widened
to $28,979,217 from a $26,334,483 deficit at Oct. 31, 2003.

Based in Sarasota, Florida and Toronto, Canada, Carbiz, Inc., --
http://www.carbiz.com/-- is a provider of Internet and software
solutions to the North American automotive industry.  Carbiz's
suite of business solutions includes dealer software products
focused on the finance, sub-prime finance and "buy-here, pay-here"
markets.  Carbiz has 40 full-time employees and provides finance
solutions, lead generation, Internet capability and training
services.  Carbiz supports more than 3,000 dealers with a
recurring revenue model, in addition to individual product sales.
Carbiz also provides a tax refund service and refund anticipation
loans at a facility in Clearwater, Florida that employs 90 people
on a seasonal basis.

In 2004, the Carbiz began leveraging its industry knowledge and
software products into company-owned credit centers, which are
used-car dealerships that offer financing to customers with poor
credit.  Carbiz opened its first two credit centers in Palmetto
and St. Petersburg, Florida in 2004.  The company intends to open
a third credit center in the Tampa, Florida area in early 2005.
Each credit center originates, funds, manages and collects loans
for vehicles sold to customers.


CENTURY/ML: Asks Court to Stretch Plan Filing Period to March 31
----------------------------------------------------------------
Pursuant to Section 1121(d) of the Bankruptcy Code, Century/ML
Cable Venture, ML Media Partners, LP, and Century Communications
Corp. ask Judge Gerber of the U.S. Bankruptcy Court for the
Southern District of New York to further extend their exclusive
periods during which they may:

    (a) file a plan of reorganization, through March 31, 2005; and

    (b) solicit and obtain acceptances of their plan, through
        May 25, 2005.

According to Richard S. Toder, Esq., at Morgan Lewis & Bockius
LLP, in New York, counsel for the United States Trustee has no
objection to Century/ML's request.

Century Communications Corporation filed for Chapter 11 protection
on June 10, 2002.  Century's case has been jointly administered to
proceedings of Adelphia Communications Corporation.  Century
operates cable television services in Colorado, California and
Puerto Rico.  CENTURY is an indirect wholly owned subsidiary of
ACOM and an affiliate of Adelphia Business Solutions, Inc.
Lawyers at Willkie, Farr & Gallagher represent CENTURY.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than
200 affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors. (Adelphia Bankruptcy News, Issue
No. 76; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CIRTRAN: $3.68 Million Equity Deficit Spurs Going Concern Doubt
---------------------------------------------------------------
Cirtran Corporation sustained losses of $1,497,673 and $2,910,978
for the nine months ended September 30, 2004, and the year ended
December 31, 2003, respectively.  As of September 30, 2004, and
December 31, 2003, the Company had an accumulated deficit of
$19,638,953 and $18,141,280, respectively, and a total
stockholders' deficit of $3,684,023 and $4,915,251, respectively.
In addition, the Company used, rather than provided, cash in its
operations in the amounts of $1,075,957 and $1,123,818 for the
nine months ended September 30, 2004, and the year ended
December 31, 2003, respectively.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.

In addition, the Company is a defendant in numerous legal actions.
These matters may have a material impact on the Company's
financial position, although no assurance can be given regarding
the effect of these matters in the future.

In view of these matters, recoverability of a major portion of the
recorded asset amounts is dependent upon continued operations of
the Company, which in turn is dependent upon the Company's ability
to meet its financing requirements on a continuing basis, to
maintain or replace present financing, to acquire additional
capital from investors, and to succeed in its future operations.

The Company's plans include working with vendors to convert trade
payables into long-term notes payable and common stock, and to
cure defaults with lenders through forbearance agreements that the
Company will be able to service.  During the nine months ended
September 30, 2004, and the year ended December 31, 2003, the
Company successfully converted trade payables, notes payable, and
accrued interest of approximately $1,263,713 and $2,986,
respectively, into notes.  Accrued interest of $27,020 associated
with the notes payable was not converted to the note payable with
Abacus Ventures, Inc., therefore, a gain on forgiveness of debt
was recorded for $27,020 for the nine months ended Sept. 30, 2004.

The Company intends to continue to pursue this type of debt
conversion going forward with other creditors.  The Company has
entered into an equity line of credit agreement and a standby
equity distribution agreement with a private investor.  The
Company intends to terminate the equity line of credit agreement
when it is able to draw against the standby equity distribution
agreement.  Realization of additional proceeds under either
agreement is not assured.

As of September 30, 2004, the Company had accrued liabilities in
the amount of $2,136,891 for delinquent payroll taxes, including
interest estimated at $458,677 and penalties estimated at
$230,927.  Of this amount, approximately $306,153 was due the
State of Utah.  Approximately $1,830,738 was owed to the Internal
Revenue Service as of September 30, 2004.  The Company, in
response to collection notices, filed a due process appeal with
the Internal Revenue Service's Appeals Office.  The appeal was
resolved by an agreement with the Appeals Office that allowed the
Company to file an offer in compromise of all federal tax
liabilities owed by the Company based on its ability to pay.  The
Company filed its offer in compromise with the IRS in November
2003, and after meeting with IRS personnel, filed a revised offer
in compromise on August 31, 2004.  The Company was notified in
November 2004 that the IRS had accepted the offer in compromise.
Under the offer, the Company is required to pay an aggregate
amount of $500,000 (representing payments of $350,000 by Circuit
Technology, Inc., $100,000 by CirTran Corporation, and $50,000 by
Racore Technology, Inc.), not later than February 3, 2005.

Additionally, the Company must remain current in its payment of
taxes for 5 years, and may not claim any NOLs for the years 2001
through 2015, or until the three companies pay taxes in an amount
equal to the taxes waived by the offer in compromise.

Further, the Utah State Tax Commission has entered into an
agreement to allow the Company to pay the liability owing to the
State of Utah in equal monthly installments of $4,000 over a two-
year period running through December 2005.  Through November 2004,
the required payments had been made by the Company.

There are a number of non-affiliated companies claiming non-
payment of amounts due them by Cirtran and many such companies are
seeking redress in the courts.  Cirtran is involved in settlement
negotiations with a number of these claimants, is in default with
some, has issued its common stock to satisfy other claims, and in
general, is heavily laden with liabilities.

Cirtran Corporation provides a mixture of high- and medium-volume
turnkey manufacturing services using surface mount technology,
ball-grid array assembly, pin-through-hole, and custom injection
molded cabling for leading electronics original equipment
manufactures -- OEMs -- in the communications, networking,
peripherals, gaming, law enforcement, consumer products,
telecommunications, automotive, medical, and semiconductor
industries.  Its services include pre-manufacturing,
manufacturing, and post-manufacturing services.  Through its
subsidiary, Racore Technology Corporation, it designs and
manufactures Ethernet technology products.  The Company's goal is
to offer customers the significant competitive advantages that can
be obtained from manufacture outsourcing, such as access to
advanced manufacturing technologies, shortened product time-to-
market, reduced cost of production, more effective asset
utilization, improved inventory management, and increased
purchasing power.


CONE MILLS: Has Until Jan. 27 to Solicit Acceptances of Plan
------------------------------------------------------------
Cone Mills Corporation and its debtor-affiliates sought and
obtained an extension until Jan. 27, 2005, from the U.S.
Bankruptcy Court for the District of Delaware to solicit
acceptances of their Amended Joint Plan of Reorganization.  As
previously reported in the Troubled Company Reporter, Cone Mills
filed a chapter 11 plan in August of 2004 to distribute the
proceeds of the sale of substantially all assets to Wilbur Ross'
International Textile Group.

The Debtors need this brief extension to further negotiate with
creditors to ensure that the Plan will be confirmed.  The Debtors'
capital structure and ongoing litigation with their secured
creditors have created "difficult distribution issues," which the
Debtors believe are best resolved prior to the confirmation
hearing.

The Official Committee of Unsecured Creditors appointed in Cone
Mills Corporation, et al.'s chapter 11 cases supports the Second
Amended Chapter 11 Plan of Liquidation dated August 20, 2004, and
urged its constituency to vote to accept the plan following Judge
Walrath's approval of the Company's First Amended Disclosure
Statement.

Under the Plan, Holders of Allowed General Unsecured Claims of
less than $1,000,000 (including any Holder that elects on its
Ballot to reduce its claim to $1,000,000) are projected to receive
a cash distribution of 5% of the amount of their allowed claim on
account of Class 3 Trade and Employee Claim classification and
treatment. Holders of Allowed General Unsecured Claims in Class 8
(comprised primarily of the secured creditors' deficiency claims)
are projected to receive an estimated 1.6% to 2.2% recovery.

While the proposed distribution is "admittedly modest," the
Committee says, given the concessions made by the Secured
Creditors in the case and the high likelihood that unsecured
creditors would receive nothing in a chapter 7 liquidation, the
Committee supports the Plan and recommends that general unsecured
creditors vote to accept the Plan.

Mark S. Indelicato, Esq., and Mark T. Power, Esq., at Hahn &
Hellen LLP, in New York City, represent the Committee.

The Company, with its debtor-affiliates filed for chapter 11
protection on September 24, 2003 (Bankr. Del. Case No.
03-12944).  Cone Mills filed a Chapter 11 Liquidation Plan
following a sale of substantially all of the company's assets to
WL Ross & Co. in March 2004, for $46 million plus assumption of
certain liabilities.  WL Ross, in turn, merged Cone Mills' assets
with Burlington Industries' assets to form International Textile
Group.  Pauline K. Morgan, Esq., at Young, Conaway, Stargatt &
Taylor represents the Debtors.  When the Company filed for
protection from its creditors, it listed $318,262,000 in total
assets and $224,809,000 in total debts.


CROWN PACIFIC: Transfers Timberland Property to Crown Pacific Unit
------------------------------------------------------------------
Following an 18-month Chapter 11 bankruptcy process, a court-
approved liquidation plan formally transferred the ownership of
522,000 acres of industrial timberlands to Cascade Timberlands
LLC, a new entity created to own the assets formerly held by Crown
Pacific LP.  Crown Pacific LP was substantially owned by its
parent, Crown Pacific Partners, LP (OTCBB:CRPP), a publicly held
partnership.

Crown Pacific LP and Crown Pacific Partners, LP, filed for
bankruptcy in June 2003 after defaulting on over $500 million of
secured debt owed to a number of banks and institutional
investors.  The timberlands were the remaining assets of Crown
Pacific after sales of sawmill manufacturing assets and wholesale
lumber distribution yards were completed in 2004.  Under the terms
of the liquidation plan, Crown Pacific Partners, LP, will cease to
exist and Cascade Timberlands LLC, owned by the secured creditors
of Crown Pacific LP, will assume ownership of nearly all of the
remaining timberland assets in Oregon and Washington.

The Cascade Timberlands properties consist of three farms:

   -- Oregon tree farm - 293,000 acres located on the eastern side
      of the Cascade mountain range extending from Bend, Oregon
      south toward the California border;

   -- Hamilton tree farm - 147,000 acres located in the western
      foothills of the Cascade range extending from the Canadian
      border southward into three counties of Washington State;
      and

   -- Olympic tree farm - 82,000 acres located at the extreme
      northwest corner of Washington State's Olympic Peninsula.

The timberlands' new owners will have the same ownership
percentage in Cascade Timberlands as they had in the secured debt
of Crown Pacific LP at the conclusion of the bankruptcy case.
Cascade has a board of directors that will include both
shareholder representatives and independent directors.

Cascade has hired Olympic Resource Management LLC to manage the
properties.  Cascade and ORM are considering these options:

   -- restructuring the new company as a master limited
      partnership or a REIT and attracting public or private
      investors;

   -- selling the timberlands to a single buyer; and

   -- marketing the properties in smaller tracts for either
      end-use as timberland or alternate higher valued uses.

A liquidating trustee has been appointed by the court to
administer the final wind-up of the affairs of the operating
company, Crown Pacific LP.

Headquartered in Portland, Oregon, Crown Pacific Partners, L.P.,
is an integrated forest products company.  Crown Pacific owns and
manages approximately 524,000 acres of timberland in Oregon and
Washington, and uses modern forest practices to balance growth
with environmental protection.  Crown Pacific operates mills in
Oregon and Washington, which produce dimension lumber, and also
distributes lumber products through its Alliance Lumber operation.
The Debtors filed for chapter 11 protection on June 29, 2003
(Bankr. D. Ariz. Case No. 03-11260).  Alisa C. Lacey, Esq., and C.
Taylor Ashworth, Esq., at Osborn Maledon, P.A., represent the
Debtors in their restructuring efforts.


DI GIORGIO: Launches Sr. Debt Tender Offer & Consent Solicitation
-----------------------------------------------------------------
Di Giorgio Corporation commenced an offer to purchase and consent
solicitation with regard to any and all of its outstanding 10%
senior notes due 2007.  The current aggregate outstanding
principal amount of the notes is $148,300,000.

The offer to purchase will expire at 5:00 p.m., New York City
time, on February 1, 2005, unless extended.  The consent
solicitation will expire at 5:00 p.m., New York City time, on
January 18, 2005, unless extended.

The total consideration to be paid to holders who tender their
notes and deliver their consents prior to 5:00 p.m., New York City
time, on January 18, 2005, will be $1,023.23 for each $1,000
principal amount of notes validly tendered, which includes a
consent payment of $30.00 per $1,000 principal amount of notes.
Holders who validly tender their notes after 5:00 p.m., New York
City time on January 18, 2005, but prior to the expiration of the
tender offer will receive $993.23 for each $1,000 principal amount
of notes validly tendered and not revoked on or prior to the
expiration date.  Holders who validly tender notes will also be
paid accrued and unpaid interest up to but not including the date
of payment for the notes.

The purchase price for the notes and the consent payment for notes
tendered on or before the expiration of the consent solicitation
are expected to be paid promptly following the acceptance of the
consents.  The purchase price for the notes tendered on or before
the expiration date of the offer to purchase is expected to be
paid promptly following the expiration date of the offer to
purchase.

Holders tendering their notes will be deemed to have delivered
their consent to certain proposed amendments to the indenture
governing the notes, which will eliminate certain restrictive
covenants and certain provisions relating to events of default and
amend certain other related provisions.

The terms of the offer to purchase and consent solicitation,
including the conditions to the Company's obligations to accept
the notes tendered and consents delivered and pay the purchase
price and consent payments, are set forth in the Company's offer
to purchase and consent solicitation statement, dated
Jan. 3, 2005.  The offer is subject to certain conditions,
including the receipt of the requisite number of consents required
to amend the indenture, the execution of the supplemental
indenture and the Company having raised funds from a private
offering of new notes in an aggregate principal amount of
approximately $150,000,000.  The new notes to be offered 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
registration or an applicable exemption from such registration
requirements.  The Company may amend, extend or terminate the
offer to purchase and consent solicitation at any time in its sole
discretion without making any payments with respect thereto.

Merrill Lynch & Co. is the dealer manager for the offer to
purchase and the solicitation agent for the consent solicitation.
Questions or requests for assistance may be directed to Merrill
Lynch & Co., telephone: (212) 449-4914 or toll-free at (888) ML4-
TNDR).  Requests for documentation may be directed to Global
Bondholder Services Corporation, the information agent, telephone:
(866) 470-3800).

                        About the Company

Di Giorgio Corporation -- http://www.whiterose.com/-- through its
White Rose division, is one of the largest independent food
distributors in the New York City market.  The White Rose Food
Division of Di Giorgio Corporation serves supermarket chains,
independent retailers and members of voluntary cooperatives from
Maryland to New England.  The Division provides over 24,000 food
and non-food products to more than 1,600 customer locations.  The
White Rose brand label consists of over 950 items and has been a
fixture in New York homes for over a century.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 21, 2004,
Standard & Poor's Ratings Services lowered its ratings for Di
Giorgio Corporation and removed them from CreditWatch, where they
were placed with negative implications on Nov. 9, 2004.  The
corporate credit rating was lowered to 'B' from 'B+'.  The outlook
is stable.

"The downgrade reflects Di Giorgio's weaker credit measures due to
slower-than-anticipated progress in attracting new customers to
replace the loss of its client, The Great Atlantic & Pacific Tea
Co. Inc. -- A&P, late last year," explained Standard & Poor's
credit analyst Stella Kapur.


DICKIE WALKER MARINE: Auditors Raise Going Concern Doubt
--------------------------------------------------------
Dickie Walker Marine Inc. "has incurred recurring operating losses
and has an accumulated deficit.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern," Ernst & Young LLP, of San Diego, California said
in its Auditors Report to the Company's Board of Directors dated
December 3, 2004.

At September 30, 2004, approximately $1,059,000 in cash and cash
equivalents was available to fund operations.  Management's
current business plan for fiscal 2005 reflects continued
initiatives to increase revenue, reduce cost of goods sold as a
percentage of revenue, and control selling, general and
administrative costs.  If unable to maintain revenue and cost
targets within a reasonable range of its operating plan, Dickie
Walker Marine will need to raise additional funds through the
public or private sale of its equity or debt securities, or from
other sources, in order to satisfy projected cash needs, at least
through September 30, 2005.  No assurance can be given that the
business or operations will not change in a manner that would
consume available resources more rapidly than anticipated.  The
timing and amount of capital requirements will depend on a number
of factors, including demand for its products, the need for
merchandising and promotional programs and competitive pressures.
If additional funds are raised through the issuance of equity or
convertible debt securities, the percentage ownership of its
stockholders will be reduced and its stockholders will experience
additional dilution.  The additional securities may have rights,
preferences, or privileges senior to those of its common
stockholders.  There can be no assurance that the additional
financing will be available on terms favorable to the Company, if
at all.  If adequate funds are not available, or are not available
on acceptable terms, the ability to fund the Company's expansion,
take advantage of unanticipated opportunities, develop or enhance
products or otherwise respond to competitive pressures could be
significantly limited, any of which could have a material adverse
effect on the Company's ability to continue as a going concern.
Its business, financial condition and results of operations may be
harmed by the limitations.

Since inception, and through September 30, 2004, the Company has
incurred losses of $5,405,817.  Successful transition to attaining
profitable operations is dependent upon achieving a level of
revenues adequate to support the Company's cost structure.
Management's current business plan for fiscal 2005 reflects
continued initiatives to increase revenue, reduce cost of goods
sold as a percentage of revenue, and control selling, general and
administrative costs.  If the Company is unable to maintain
revenue and cost targets within a reasonable range of its
operating plan, the Company will need to raise additional funds
through the public or private sale of its equity or debt
securities or from other sources, in order to satisfy its
projected cash needs at least through September 30, 2005.
However, there can be no assurance that additional financing will
be available, and if available, will be on terms acceptable to the
Company.

At September 30, 2004, Dickie Walker Marine had 23 employees,
19 of whom were full-time.  None of its employees are represented
by a labor union or under collective bargaining agreements. The
Company currently leases a facility located in Oceanside,
California, which consists of approximately 21,000 square feet of
office and warehouse space at a monthly rent of $4,100, with
annual escalation adjustments.  The facility houses Company
administrative and design offices and also serves as its
warehousing and distribution center.  The Company leases the
facility under a lease that expires on April 30, 2008 with an
option to renew for five years.  It also leases a retail store of
approximately 2,000 square feet in La Jolla, California at a
monthly rent of approximately $7,300 with annual escalation
adjustments.  The term of the lease is ten years with two
five-year renewal options.  Both properties are in good condition.

Since inception, the Company has funded operations and satisfied
capital expenditure requirements primarily with proceeds from
sales of common stock to its founders, the private placement of
its common stock and promissory notes in fiscal 2001 and fiscal
2004, and its initial public offering in fiscal 2002.  In the
quarter ended June 30, 2002, the Company completed its initial
public offering and received approximately $5,287,000 in cash, net
of underwriting discounts, commissions, and other related
expenses.  Proceeds from these financing sources since inception
and through September 30, 2004 totaled a approximately $8,600,000
and capital equipment lease financing totaled approximately
$207,000.

Dickie Walker Marine, Inc., a Delaware corporation originally
incorporated in California in October 2000, designs, sources and
has manufactured, markets and distributes, authentic lines of
nautically inspired apparel, gifts and decorative items. Its
products are designed to appeal to consumers who enjoy coastal
living, boating, or being around the water.  The Dickie Walker
brand consists of nautically inspired apparel and nautically
inspired decorative and functional accessory items for the home,
office and boat.  Its unique apparel line features quality fabrics
and comfortable silhouettes for the 30 to 60 year-old, upper
middle- class consumer.  The Dickie Walker brand of apparel and
accessories is distributed through specialty retailers and coastal
stores.


EL CONEJO: Files Chapter 11 Reorganization Plan in N.D. Texas
-------------------------------------------------------------
El Conejo Bus Lines, Inc., filed its plan of reorganization with
the U.S. Bankruptcy Court for the Northern District of Texas.

The plan provides for the distribution of the net proceeds from
the liquidation of all of the Debtor's assets.  The Debtor
anticipates its Plan will be fully consummated 4 years from the
Effective Date.

The Plan will be funded by:

   -- all cash on hand on Confirmation and Effective Date,
      and

   -- monthly payments received by the Debtor from the sale of
      assets from Autobuses El Conejo, Inc., a Mexican company.

The Plan classifies and treats claims this way:

Class 1   Administrative      Paid in Full.  Unimpaired.  This
          Expenses            Class is deemed to accept the Plan.

Class 2   Allowed Claims      Impaired.  Unpaid 941 taxes in the
          of the Internal     amount of $346,924.50 with 5%
          Revenue Service     interest per annum will be paid
                              from the Purchase Fund and the
                              remainder on a monthly basis
                              starting on the effective date
                              and continuing for a period of
                              48 months.

Class 3   Unsecured           Impaired.  The Creditors will
          Claims              received a pro rata share of the
                              Purchase Fund totaling $200,000
                              less allowed Class 1 claims.

Class 4   Claims of           Impaired.  Shareholders will not
          Interest            receive anything.
          Holders

Headquartered in Dallas, Texas, El Conejo Bus Lines, Inc. --
http://www.elconojobuslines.com/ -- is the first Hispanic bus
company based in the Dallas Metroplex area.  El Conejo serves the
Hispanic passenger market with routes from the U.S. border with
Mexico and points north, including Dallas, the greater
Kansas City area and Chicago.  The Company filed for chapter 11
protection on December 3, 2004 (Bankr. N.D Tex. Case No.
04-82977).  Eric A. Liepins, Esq., at Eric A. Liepins, P.C.,
represents the Company in its restructuring efforts. When the
Debtor filed for protection from its creditors, it listed $220,000
in assets and $2,005,468 in debts.


EL CONEJO: Gets Second Interim Court Okay to Use Cash Collateral
----------------------------------------------------------------
The Honorable Harlin DeWayne Hale of the U.S. Bankruptcy Court for
the Northern District of Texas gave El Conejo Bus Lines, Inc.,
continuing interim approval to use approximately $522,000 of cash
collateral to finance its operation.

The Internal Revenue Service cash asserts a first lien on the
debtor's cash and accounts receivable.  As adequate protection,
the court granted the IRS a replacement lien under Section 552 of
the U.S. Bankruptcy Code.

Judge Hale will convene a hearing on January 6, 2005, at 1:30 p.m.
to determine if this order should be continued, modified or
terminated.

Headquartered in Dallas, Texas, El Conejo Bus Lines, Inc. --
http://www.elconojobuslines.com/ -- is the first Hispanic bus
company based in the Dallas Metroplex area.  El Conejo serves the
Hispanic passenger market with routes from the U.S. border with
Mexico and points north, including Dallas, the greater Kansas City
area and Chicago.  The Company filed for chapter 11 protection on
December 3, 2004 (Bankr. N.D Tex. Case No. 04-82977).  Eric A.
Liepins, Esq., at Eric A. Liepins, P.C., represents the Company in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $220,000 in assets and $2,005,468 in
debts.


ENVIRONMENTAL REMEDIATION: Reports $3.593 Mil. Net Loss in YE 2004
------------------------------------------------------------------
Environmental Remediation Holding Corporation -- ERHC (OTCBB:ERHC)
filed its Annual Report on Form 10-K for its fiscal year ended
Sept. 30, 2004.

The summary of several key items contained in the Company's Annual
Report:

     -- The Company has reached agreement with Chrome to
        restructure all of its convertible debt, and Chrome has
        agreed to provide a new $2,500,000 line of credit.  The
        Company expects to utilize this line of credit to continue
        to develop and promote its interests offshore West Africa.
        Additionally, the availability of future working capital
        has allowed the Company to remove the "going concern"
        qualification from the audit opinion.

     -- In August 2004, the Company entered into a Participation
        Agreement with Pioneer Natural Resources whereby the
        companies will jointly apply for rights in the production
        sharing contract for Block 2 of the Joint Development Zone
        (JDZ).

     -- In September 2004, the Company entered into a
        participation Agreement with Noble Energy International,
        Ltd., a subsidiary of Noble Energy Inc., whereby the
        companies will jointly apply for rights in the production
        sharing contract for Block 4 of the JDZ.

     -- In December 2004, the Company entered into a Participation
        Agreement with Pioneer Natural Resources whereby the
        companies will jointly apply for rights in the production
        sharing contract for Block 3 of the JDZ.

     -- On Dec. 15, 2004, ERHC and its co-ventures submitted bids
        on Blocks 2, 3 and 4 in the JDZ.

     -- The Company terminated the management services agreement
        with Chrome Oil Services effective Dec. 31, 2004.  As of
        Jan. 1, 2005, the Company will assume direct
        responsibility for costs and expenses of its officers and
        staff, and the lease obligation of its office space.

     -- During the year ended Sept. 30, 2004, the Company incurred
        a net loss of $3,593,388, compared to a net loss of
        $3,153,882 for the year ended Sept. 30, 2003.  A
        significant portion of the increase in net loss for the
        year ended Sept. 30, 2004, was attributable to a $463,000
        increase in interest expense.

                         *     *     *

As previously reported in the Troubled Company Reporter on
Mar. 30, 2004, Environmental Remediation Holding Corporation is an
independent oil and gas company.  The Company's current focus is
to exploit its only assets, which are agreements with the
government of the Democratic Republic of Sao Tome & Principe
concerning oil and gas and natural gas exploration in the
exclusive territorial waters of Sao Tome, an island nation located
in the Gulf of Guinea off the coast of central West Africa, and
with the Nigeria-Sao Tome and Principe Joint Development Authority
and DRSTP in a Joint Development Zone between Sao Tome and the
Federal Republic of Nigeria.  The Company intends to explore
forming relationships with other oil and gas companies having
greater technical and financial resources to assist the Company in
leveraging its interests in the EEZ and the JDZ.

The Company currently has no other operations.  The Company's
auditor issued a going concern opinion in connection with the
audit of the Company's financial statements as of September 30,
2003.  The Company's current liabilities exceed its current assets
by $15,689,281 at December 31, 2003.  For the three months ended
December 31, 2003, the Company's net loss was $834,094.  The
Company has incurred net losses of $3,153,882 and $4,084,210 in
the fiscal years 2003 and 2002, respectively.  These conditions
raise substantial doubt as to the ability of the Company to
continue as a going concern.  The Company is in ongoing
negotiations to raise general operating funds and funds for
specific projects.  Management will be required to, and expects
to, raise additional capital through the issuance of debt
securities and offerings of equity securities to fund the
Company's operations, and will attempt to continue raising capital
resources until such time as the Company generates revenues
sufficient to maintain itself as a viable entity.  However, there
is no assurance that such financing will be obtained.


EXECAIR MAINTENANCE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Execair Maintenance, Inc.
        3225 North Harbor Drive, Suite 101
        San Diego, California 92101

Bankruptcy Case No.: 05-00008

Type of Business: The Debtor offers maintenance, repair, and
                  security services for airlines and general
                  aviation at Lindbergh Field (SAN) in San Diego.
                  See http://www.execairmtc.com/

Chapter 11 Petition Date: January 3, 2005

Court: Southern District of California (San Diego)

Debtor's Counsel: Thomas J. McKinney, Esq.
                  Thomas J. McKinney, Attorney at Law
                  625 Broadway, Suite 1206
                  San Diego, CA 92101
                  Tel: 619-236-8308
                  Fax: 619-236-8309

Total Assets: $178,512

Total Debts:  $1,110,330

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Donald E. Lundy               Operating Loan            $275,000
3225 N. Harbor Dr.
San Diego CA 92101

Internal Revenue Service      trust fund and income     $205,000
880 Front St.                 taxes
San Diego CA 92101

Community First Bank          Operating Loan            $189,000
1234 E. Main St.
El Cajon CA 92021

Donald E. Lundy II            Operating Loan            $150,000

California State EDD          trust fund and income      $82,500
                              taxes

Wells Fargo                   Business Checking          $50,030
                              Line of Credit

State Compensation Ins Fund                               $7,016

Chase Automotive Finance      Purchase Money             $29,549
                              Security

Amer. Express Bus.            Finance Operating Loan     $12,422

GMAC                          Purchase Money             $23,304
                              Security
                              Value of Collateral:
                              $11,000
                              Net Unsecured: $12,304

City of Los Angeles           Airport Fees               $11,710
Dept. of Airports

Capital One                   Revolving charge acct.      $9,435

CK Hill                       Operating Loan              $5,000

Community First Bank          Overdraft on closed         $4,636
                              account

MBNA                          Revolving charge acct.      $4,338

Wells Fargo                   Revolving charge acct.      $2,581

Wells Fargo                   Revolving charge acct.      $2,457

Cintas Corp.                  Clothing Acct               $1,476

National Assoc of Drug Free                                 $788

Home Depot Credit Services   Revolving charge acct.         $784


EYE CARE: Offers to Purchase $100 Million of 9-1/8% Sr. Notes
-------------------------------------------------------------
Eye Care Centers of America, Inc., has commenced an offer to
purchase for cash all of its $100 million aggregate principal
amount of 9-1/8% Senior Subordinated Notes due 2008 and all of its
$30 million aggregate principal amount of Floating Interest Rate
Subordinated Term Securities due 2008.  ECCA is also soliciting
consents from the holders of the Notes to approve certain
amendments to the indenture under which the Notes were issued.
The consents being solicited will eliminate substantially all of
the covenants and certain events of default in the Indenture.

The tender offer is subject to various conditions including the
completion of the acquisition of ECCA by Moulin International
Holdings Limited and Golden Gate Capital and the related financing
transactions, as well as the receipt of consents necessary to
approve the amendments to the Indenture.

The tender offer will expire at 12:00 Midnight, New York City
time, on Jan. 31, 2005, unless extended or earlier terminated by
ECCA.  The total consideration to be paid to holders that tender
their Notes and deliver their consents prior to 5:00 p.m., New
York City time, on Jan. 14, 2005, will be equal to $1,032.92 per
$1,000 principal amount of the Fixed Rate Notes and $1,002.50 per
$1,000 principal amount of the Floating Rate Notes, each of which
includes a consent payment of $2.50 per $1,000 principal amount of
the Notes.  Holders that tender their Notes after 5:00 p.m., New
York City time, on Jan. 14, 2005, and prior to the expiration of
the tender offer will receive $1,030.42 per $1,000 principal
amount of the Fixed Rate Notes and $1,000.00 per $1,000 principal
amount of the Floating Rate Notes.  Also, in all cases, ECCA will
pay accrued and unpaid interest on the Notes up to, but not
including, the date of payment.

ECCA currently intends, but is not committed, to redeem all Notes
not tendered and accepted for payment shortly after the expiration
or termination of the tender offer at the applicable redemption
prices set forth in the Notes, plus accrued and unpaid interest
to, but not including, the redemption date.

Information regarding the pricing, tender and delivery procedures
and conditions of the tender offer and consent solicitation is
contained in the Offer to Purchase and Consent Solicitation
Statement dated Jan. 3, 2005, and related documents.  Copies of
these documents can be obtained by contacting Global Bondholder
Services Corporation, the information agent and depositary, at
(866) 294-2200 (toll free) or (212) 430-3774 (collect).  J.P.
Morgan Securities Inc. is the exclusive dealer manager and
solicitation agent for the tender offer and consent solicitation.
Additional information concerning the terms and conditions of the
tender offer and consent solicitation may be obtained by
contacting J.P. Morgan Securities Inc. at (212) 270-7407
(collect).

                       About the Company

Eye Care Centers of America, Inc., is the third largest operator
of optical retail stores in the United States as measured by net
revenues.  The company currently operates 377 stores in 33 states.
The company's brand names include EyeMasters, Binyon's,
Visionworks, Hour Eyes, Dr. Bizer's VisionWorld, Dr. Bizer's
ValueVision, Doctor's ValuVision, Stein Optical, Vision World,
Doctor's VisionWorks, and Eye DRx.  Founded in 1984, the company
is headquartered in San Antonio, Texas.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 10, 2004,
Moody's Investors Service has placed the ratings of Eye Care
Center of America on review direction uncertain following the
recent announcement that the company has signed a sale agreement
to a consortium comprised of Golden Gate Capital and affiliates of
Moulin International Holdings Limited.

These ratings of Eye Care Center were placed on review direction
uncertain:

   * Senior implied rating of B2;

   * $25 million secured revolving credit facility maturing 12/06
     of B2;

   * $55 million secured Term A loan facility amortizing through
     12/05 of B2;

   * $62 million secured Term B loan facility amortizing through
     11/07 at B2;

   * Long-term senior unsecured issuer rating of B3;

   * $100 million 9.125% senior subordinated notes due 2008 of
     Caa1;

   * $29.7 million 9.125% senior subordinated discount notes due
     2008 of Caa1.


FIBERMARK INC: Plan Confirmation Hearing Set for Jan. 27
--------------------------------------------------------
The Honorable Colleen A. Brown of the U.S. Bankruptcy Court for
the District of Vermont approved the Disclosure Statement filed on
Dec. 16, 2004, by FiberMark, Inc., and its debtor-affiliates
explaining their Joint Plan of Reorganization.  The Debtors are
authorized to transmit the Disclosure Statement to their creditors
and to solicit their votes to accept or reject the Plan.

The Court will convene a hearing on Jan. 27, 2005, at 10:30 a.m.
to consider confirmation of the Plan.  Objections, if any, must be
filed and served by 4:00 p.m. on Jan. 20, 2005.

                         About the Plan

The Plan provides for the equal treatment of claims in accordance
with the priorities established under the Bankruptcy Code.  Claims
that have priority status under the Bankruptcy Code or are secured
by valid liens on collateral are reinstated or paid in full.  Non-
priority, unsecured claims will receive a pro rata distribution of
New Common Stock and of New Notes to be created and issued under
the Plan, providing estimated recoveries of approximately 70%.
Because holders of non-priority, unsecured claims will not be paid
in full, the holders of old FiberMark Common Stock will receive no
distributions under the Plan, and all shares of Old FiberMark
Common Stock will be cancelled.

Noteholders and general unsecured creditors will share in a
distribution of

    (a) 10,000,000 shares of New Common Stock; and

    (b) up to $125,000,000 in aggregate principal amount of the
        New Notes to be issued under the Plan.

The reorganization value of the Reorganized Debtors is estimated
at $265 million and $305 million.

Unless an Option Termination Event (defined in detail in the Plan)
occurs, a Cash Payment Option will be available to unsecured
creditors.  In short, that Option allows:

    (x) holders of general unsecured claims to elect a discounted
        cash payment and

    (y) holders of noteholder claims to participate in the funding
        of the discounted Cash payment and thereby acquire the New
        Common Stock and New Notes allocable to the electing
        holders of general unsecured claims.

Headquartered in Brattleboro, Vermont, FiberMark, Inc. --
http://www.fibermark.com/-- produces filter media for
transportation applications and vacuum cleaning; cover stocks and
cover materials for books, graphic design, and office supplies and
base materials for specialty tapes, wallcoverings and sandpaper.
The Company filed for chapter 11 protection on March 30, 2004
(Bankr. D. Vt. Case No. 04-10463).  Adam S. Ravin, Esq., D.J.
Baker, Esq., David M. Turetsky, Esq., and Rosalie Walker Gray,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the
Debtors in their restructuring efforts. When the Debtors filed for
protection from its creditors, they listed $329,600,000 in total
assets and $405,700,000 in total debts.


FOSTER WHEELER: Converts 87.4% Pref. Shares to 34MM Common Shares
-----------------------------------------------------------------
Foster Wheeler Ltd. (OTCBB: FWHLF) disclosed that, subsequent to
its Nov. 29, 2004, shareholders meeting, 524,460 or 87.4% of its
Series B Convertible Preferred Shares have been converted into
34,089,900 Common Shares.  As a result, the total number of the
Company's outstanding Common Shares at the close of business on
Dec. 31, 2004, was 40,542,898, and the Company's common share
market capitalization was approximately $643.4 million.

75,484 Series B Convertible Preferred Shares remain outstanding as
of Dec. 31, 2004.  These Preferred Shares are convertible into an
additional 4,906,441 Common Shares.

As previously announced, the Series B Convertible Preferred Shares
ceased to have voting rights immediately following the Company's
shareholders meetings on Nov. 29, 2004, except in limited
circumstances as required under Bermuda law and the Company's bye-
laws.

Foster Wheeler Ltd. -- http://www.fwc.com/-- is a global company
offering, through its subsidiaries, a broad range of design,
engineering, construction, manufacturing, project development and
management, research and plant operation services.  Foster Wheeler
serves the refining, upstream oil and gas, LNG and gas-to-liquids,
petrochemical, chemicals, power, pharmaceuticals, biotechnology
and healthcare industries.  The corporation is based in Hamilton,
Bermuda, and its operational headquarters are in Clinton, New
Jersey, USA.

At Sept. 24, 2004, Foster Wheeler's balance sheet showed a
$441,238,000 stockholders' deficit, compared to an $872,440,000
deficit at Dec. 26, 2003.


GENEVA STEEL: Committee Taps Benedetto & BF as Financial Advisors
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Geneva Steel LLC
asks the U.S. Bankruptcy Court for the District of Utah, Central
Division, for permission to retain Benedetto, Gartland & Company
and BF Capital Partners LLC as its financial advisors for two
months.

The Committee needs the professional services of Benedetto and BF
Capital to decide whether to sell the Debtor's remaining real
property assets or wait for a few years in order for the property
to have a higher market value.

The Committee reminds the Court that since there are two competing
plans of reorganization filed by Geneva's creditors, it needs the
assistance of qualified financial advisors to address the economic
issues.

Quintus von Bonin, managing director at BF Capital and Charles B.
Mobus, managing director at Benedetto disclose that the Committee
proposes that each of the Firms will be paid a flat fee of $75,000
per month.

To the best of the Committee's knowledge, Benedetto and BF Capital
are "disinterested" as that term is defined in Section 101(14) of
the Bankruptcy Code.

Headquartered in Provo, Utah, Geneva Steel LLC, owns and operates
an integrated steel mill.  The Company filed for chapter 11
protection on January 25, 2002 (Bankr. Utah Case No. 02-21455).
Andrew A. Kress, Esq., Keith R. Murphy, Esq., and Stephen E.
Garcia, Esq., at Kaye Scholer LLP represent the Debtor in its
restructuring efforts.  When the company filed for protection from
its creditors, it listed $262 million in total assets and
$192 million in total debts.


GENOIL INC: Receives $4.6 Million Private Equity Financing
----------------------------------------------------------
Genoil (TSX VENTURE:GNO)(OTCBB:GNOLF.OB) disclosed a $4.6 million
(Cdn. $5.6 million) private placement primarily funded by a major
US financial institution.  David K. Lifschultz, the Chairman and
CEO of Genoil, will be participating in the issue as well.  The
proceeds of the placement will support the construction of the
first commercial GHU -- Genoil Hydroconversion Upgrader -- for the
Silver Eagle Refinery in Utah, in addition to general expenses.
The multi-billion dollar financial institution with significant
expertise in energy investments has the wherewithal to finance
future major projects of Genoil either by itself or with
correspondent institutions, although no such agreements have been
made in respect of any future financings.  As well as providing a
dramatic improvement in Genoil's balance sheet, Genoil expects the
transaction to provide significant benefit to Genoil's growing
international sales program.

The issue is being placed as a 10-year convertible debenture that
will have a 0% (zero %) interest rate.  The conversion price of
the debenture is Cdn $0.44 per share.  According to the terms of
the agreement, Genoil can force conversion if Genoil common shares
trade over $1.55 per share for a pre-defined period.  The
participants in the private placement will additionally receive
3.2 million warrants (1/4 warrant for each common share
purchasable under the convertible debenture).  The warrants will
be exercisable at $0.85 per share, and will expire Dec. 23, 2009.
The conversion and exercise prices are subject to adjustment for
certain changes to Genoil's share capital and in the event of
specified dilutive transactions.

                        About the Company

Genoil is a technology development company providing solutions to
the oil and gas industry through the use of proprietary
technologies. Genoil's shares are listed on the TSX Venture
Exchange under the symbol GNO and on the OTC Bulletin Board under
the symbol GNOLF.OB.

                         *     *     *

                      Going Concern Doubt

The Corporation has not achieved commercial operations from its
various patents and technology rights and continues to incur
losses.  At March 31, 2004, the Company has a working capital
deficiency of $3,044,177, including a note payable due in January
2005.  The future of the Corporation is dependent upon its ability
to maintain the continued financial support of the note holder,
and obtain additional financing to fund the development of
commercial operations.  These consolidated financial statements
are prepared on the basis that the Corporation will continue to
operate throughout the next fiscal period to March 31, 2005, as a
going concern.  A failure to continue as a going concern would
then require that stated amounts of assets and liabilities be
reflected on a liquidation basis, which would differ from the
going concern basis.

The Company has not attained commercial operations from its
various patents and technology rights and continues to incur
losses.  At September 30, 2004, the Company has a working capital
deficiency of $5,121,092, including a note payable and accrued
interest in the amount of $2,959,332 due in January 2005.  The
future of the Company is dependent upon its ability to maintain
the continued financial support of the note holder, and obtain
adequate additional financing to fund the development of
commercial operations.  These consolidated financial statements
are prepared on the basis that the Company will continue to
operate throughout the next fiscal period as a going concern.  A
failure to continue as a going concern would then require that
stated amounts of assets and liabilities be reflected on a
liquidation basis, which would differ from the going concern
basis.


GMAC COMMERCIAL: Moody's Holds Ba2 Rating on $12.2M Class F Certs.
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes and
confirmed or affirmed the ratings of three classes of GMAC
Commercial Mortgage Securities, Inc., Mortgage Pass-Through
Certificates, Series 2002-F1 as follows:

   -- Class A, $87,599,837, Floating, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class B, $27,233,234, Floating, upgraded to Aaa from Aa2
   -- Class C, $20,859,070, Floating, upgraded to Aaa from A2
   -- Class D, $20,859,070, Floating, upgraded to Aa3 from Baa2
   -- Class E, $9,849,837, Floating, upgraded to Baa1 from Baa3
   -- Class F, $12,168,332, Floating, confirmed at Ba2

The Certificates are collateralized by participation interests in
five mortgage loans, which range in size from 1.4% to 61.5% of the
transaction based on current principal balances.  As of the
December 13, 2004, distribution date the transaction's aggregate
certificate balance has decreased by approximately 61.2% to
$178.6 million from $460.6 million at securitization due to the
payoff of 16 loans initially in the pool.  Subsequent to the
December distribution date, the One Kendall Square Loan
($109.9 million) paid off in full.  Therefore all deal and loan
level information presented exclude this loan.

Moody's current weighted average loan to value ratio -- LTV -- is
76.9%, compared to 61.1% at securitization.  Two of the remaining
loans are performing below Moody's expectations and three are
performing better than Moody's expectations.  Moody's placed
Classes B, C, D, E and F on review for possible downgrade on
July 28, 2004, due to the poor performance of four loans in the
pool. Classes B, C, D and E are being upgraded and Class F
confirmed in spite of poorer overall pool performance due to
credit support increases resulting from the payoff of the One
Kendall Square Loan.

The largest loan is The Infomart Loan ($56.0 million - 81.6%).
The loan is secured by a Class A office and telecommunications
building containing 1.1 million square feet located at the edge of
the Stemmons Freeway Corridor and the Uptown/Turtle Creek
submarkets in Dallas, Texas.  As of June 2004 the property was
approximately 76.0% occupied compared to 91.0% at securitization.
The largest tenant is Wyndham Hotel Corporation (18.0% of occupied
area), which utilizes the space as its corporate headquarters.
The second and third largest tenants are WorldCom, Inc., (13.0%)
and Allegiance Telecom, Inc. (10.0%).  WorldCom, Inc., emerged
from bankruptcy in April 2004 and Allegiance Telecom, Inc., is
currently in bankruptcy, although the bankruptcy court has
approved the acquisition of its assets by XO Communications, an
existing tenant in The Infomart.  The property's performance has
been negatively impacted by weakness in both the Dallas office
market and the telecommunications industry.  The loan, which
matured in May 2004, has a final maturity date of May 1, 2005.
Moody's LTV is 66.2%, compared to 53.1% at securitization.  The
LTV including subordinate debt is in excess of 100.0%.

The second largest loan is the Stevens-Arnold Building Loan
($7.4 million - 10.9%).  The loan is secured by a 100,026 square
foot office/research and development building located in Milpitas,
California.  The entire building is master leased to Artesyn
Technologies, Inc., which currently occupies 30.0% of the
building.  The master lease expires in December 2005.  The loan,
which matured in July 2004, has a final maturity date of
July 1, 2005.  Artesyn Technologies' rent is significantly above
market and real estate market fundamentals have deteriorated since
securitization.  These conditions pose a re-leasing risk.  One
mitigating factor is the full cash flow sweep implemented in
March 2003, which has reduced the loan balance by 18.0% since
securitization.  Moody's LTV is 66.9%, compared to 62.2% at
securitization.

The third largest loan is the Atrium Tower Office Building Loan
($2.6 million - 10.8%).  The loan is secured by a 162,244 square
foot office building located in Houston, Texas.  For the six-month
period ending June 2004 the building was 91.0% occupied, compared
to 81.0% at securitization.  The building has over 130 tenants,
most on short-term leases of one to two years.  Moody's LTV is
40.7%, compared to 56.9% at securitization.

The fourth largest loan is the 525 Northbelt Atrium Office
Building Loan ($1.6 million -- 2.4%).  The loan is secured by a
78,399 square foot office building located in Houston, Texas.  For
the six-month period ending June 2004 the building had an
occupancy of 88.0%, compared to 86.0% at securitization.  The
building has approximately 60 tenants with most occupying less
than 1,000 square feet.  This loan is cross-collateralized with
the 505 Northbelt Atrium Loan.  Moody's LTV is 61.0%, compared to
63.9% at securitization.

The fifth largest loan is the 505 Northbelt Atrium Office Building
Loan ($981.4 thousand -- 1.4%).  The loan is secured by a 77,476
square foot office building located in Houston, Texas.  For the
six-month period ending June 2004 the building was 88.0% occupied,
compared to 74.0% at securitization.  The building is leased to
primarily small tenants with lease terms of one year or less.  The
outstanding loan balance has been reduced by approximately 10.0%
since securitization due to the property's failure to meet debt
service coverage tests.  This loan is cross-collateralized with
the 525 Northbelt Atrium Loan.  Moody's LTV is 38.7%, compared to
63.3% at securitization.


INTEGRATED HEALTH: Settles Dispute with Litchfield for $1,563,571
-----------------------------------------------------------------
Judge Walrath approved a Settlement Agreement among IHS
Liquidating, LLC, Litchfield Asset Management Corporation, and
State Street Bank and Trust Company, as Trustee.

Pursuant to the Settlement Agreement, Litchfield will pay IHS
Liquidating $1,563,571 and relinquish any and all rights in and to
the $436,430 amended supersedeas bond posted by the IHS Debtors.

A number of disputes among the IHS Debtors, Litchfield and the
Trustee arose in connection with a facilities agreement between
Integrated Health Services of Lester, Inc., and Litchfield.  The
disputes were litigated before the Bankruptcy Court, and in each
case, the Bankruptcy Court's ruling was appealed to the United
States District Court for the District of Delaware.

Pursuant to the Settlement Agreement, IHS Liquidating, IHS-Lester
and Litchfield filed with the District Court Stipulations of
Dismissal with Prejudice of Appeal, with each party bearing its
own costs and fees in these five proceedings:

    * Integrated Health Services, Inc., at al. v. Litchfield
      Investment Company, L.L.C., Civ. Action No. 03-155(GMS);

    * Litchfield Investment Company, L.L.C. v. Integrated Health
      Services, Inc., et al., Civ. Action No. 03-187(GMS);

    * Integrated Health Services, Inc., et al. v. Litchfield
      Investment Company, L.L.C., Civ. Action No. 03-945(GMS);

    * Litchfield Investment Company, L.L.C. v. IHS Liquidating,
      LLC, Civ. Action No. 04-267(GMS); and

    * Integrated Health Services, Inc. and Integrated Health
      Services of Lester, Inc. v. Litchfield Investment Company,
      L.L.C., Civ. Action No. 03-286(GMS).

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


iSECURETRAC: Converts $1.3 Million of Debt into Common Stock
------------------------------------------------------------
iSECUREtrac(TM) Corp. (OTC Bulletin Board: ISRE), an industry
leader in advanced global positioning systems tracking solutions,
announced today that it has retired an additional $1.3 million of
Notes Payable, converting them to Common Stock at a price of
$.23 per share.  This brings the total to over $2.2 million of
debt conversions during the fourth quarter of 2004, resulting in a
$37,000 reduction in quarterly interest expense.

"We have eliminated 30% of our non-lease debt in the last three
months," said David Vana, CFO of iSECUREtrac Corp.  "These
transactions, which have strengthened our balance sheet and
contributed to an improved cash flow, are part of the overall
financial restructuring, the fourth and final phase of our
strategic corporate initiative," Vana continued.  "I have been
very encouraged by the receptiveness to our plan which is
evidenced by the progress we have made thus far," Vana Added.

                       About iSECUREtrac

iSECUREtrac Corp -- http://www.isecuretrac.com/-- is a technology
and information services company providing advanced GPS tracking
solutions for the remote tracking and monitoring of individuals,
including real time data collection, secure remote reporting, and
data warehousing.  Currently focused in the area of Law
Enforcement, iSECUREtrac's products are designed to improve
security, enhance overall management information, and provide
faster analysis and response for targeted government and
commercial applications.

                         *     *     *

At Sept. 30, 2004, iSECUREtrac balance sheet showed a $5,765,713
deficit compared to $2,960,944 at Dec. 31,2003.


IWO HOLDINGS: Files Pre-Packaged Chapter 11 Plan in Delaware
------------------------------------------------------------
IWO Holdings, Inc., a PCS affiliate of Sprint (NYSE: FON) and
subsidiary of US Unwired Inc. (OTC: UNWR), and its subsidiaries
have filed a "pre-packaged" chapter 11 plan to implement its
previously announced financial reorganization to restructure and
substantially reduce the Company's debt, strengthen its balance
sheet and increase its liquidity.  The plan was filed on
January 4, 2005 in U.S. Bankruptcy Court for the District of
Delaware and IWO anticipates emerging from chapter 11 by the end
of February 2005.

As reported in the Troubled Company Reporter on Dec. 2, 2004, IWO
Holdings commenced a solicitation of votes from the holders of its
14% Senior Notes due 2011 in support of a pre-packaged Chapter 11
plan of reorganization.

Pursuant to the proposed Chapter 11 plan:

     (i) IWO will repay in full its outstanding senior credit
         agreement debt in the aggregate principal amount of
         $215,000,000;

    (ii) its outstanding Senior Notes in the aggregate principal
         amount of $160,000,000 will be exchanged for all of the
         new common stock of IWO;

   (iii) all other general unsecured claims will be unimpaired and
         paid in full; and

    (iv) the existing common stock of IWO, all of which is owned
         by US Unwired Inc., will be cancelled.

IWO has entered into a lock-up agreement with holders of
approximately 68% of the outstanding principal amount of its
Senior Notes pursuant to which they have agreed to vote in support
of the Chapter 11 plan.  In connection with the Chapter 11 plan, a
newly formed corporation which will be merged into IWO upon
consummation of the plan anticipates issuing $225,000,000 in
aggregate proceeds of new notes.  The proceeds of such new notes
would be used primarily to repay IWO's senior credit agreement
debt.  If IWO receives the requisite votes from the holders of its
Senior Notes, it intends to effectuate the proposed pre-packaged
Chapter 11 plan of reorganization pursuant to a filing under the
Bankruptcy Code in late December 2004 or early January 2005.

The Company expects to continue normal operations throughout the
restructuring process.  All services provided to customers are
expected to continue in the ordinary course of business.

Headquartered in Lake Charles, Louisiana, IWO Holdings, Inc.,
through its Independent Wireless One Corporation subsidiary, is a
PCS affiliate of Sprint.  IWO provides mobile digital wireless
personal communications services, or PCS, under the Sprint and
Sprint PCS brand names in upstate New York, New Hampshire (other
than Nashua market), Vermont and portions of Massachusetts and
Pennsylvania.  The Debtors filed for chapter 11 protection on
January 4, 2005 (Bankr. D. Del. Case Nos. 05-10009 to 05-10011).
When the Debtors sought bankruptcy protection, they reported
assets amounting to $246,921,000 and debts amounting to
$413,275,000.


IWO HOLDINGS INC: Case Summary & 60 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: IWO Holdings, Inc.
             901 Lakeshore Drive
             Lake Charles, Louisiana 70601

Bankruptcy Case No.: 05-10009

Debtor affiliates filing separate chapter 11 petitions:

   Entity                                               Case No.
   ------                                               --------
   Independent Wireless One Corporation                 05-10010
   Independent Wireless One Leased Realty Corporation   05-10011

Type of Business: The Debtors provide wireless personal
                  communication services, commonly referred to as
                  PCS, in upstate New York, New Hampshire (other
                  than the Nashua market), Vermont, and portions
                  of Massachusetts and Pennsylvania.
                  See http://iwocorp.com/

Chapter 11 Petition Date: January 4, 2005

Court: District of Delaware

Judge:  Peter J. Walsh

Debtor's Counsel: Mark D. Collins, Esq.
                  Richards Layton & Finger
                  One Rodney Square
                  PO Box 551
                  Wilmington, Delaware 19899
                  Tel: (302) 651-7531
                  Fax: (302) 651-7701

                  Jeffrey L. Tanenbaum, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, New York 10153

Chief
Restructuring
Officer:          James J. Loughlin, Jr.
                  Loughlin Meghji + Company
                  148 Madison Avenue
                  New York, New York 10016

Crisis Managers:  Loughlin Meghji + Company
                  148 Madison Avenue
                  New York, New York 10016

Financial
Advisors:         Evercore Restructuring L.P.
                  East 52nd Street
                  New York, New York 10055

Financial Condition as of September 30, 2004:

      Total Assets: $246,921,000

      Total Debts:  $413,275,000

A.  IWO Holdings, Inc.'s 20 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
U.S. Bank,                       Bond Debt          $160,000,000
National Association as
Successor in Interest to
Firstar Bank, N.A.
Nevada Financial Center
2300 West Sahara, 3rd Floor
Las Vegas, Nevada 89102
Attn: Sandra Spivey
Tel: (702) 386-7053
Fax: (702) 362-4128

AIG Global Investment            Bond Debt           $81,690,000
Group, Inc.
175 Water Street, 24th Floor
New York, New York 10038
Attn: Ryan Langdon
Tel: (713) 831-1906
Fax: (713) 831-1052

The Bank of New York             Bond Debt           $64,320,000
One Wall Street
New York, New York 10286
Attn: Cecile Lamarco
Tel: (212) 319-3066
Fax: (212) 809-9528

State Street Bank and Trust      Bond Debt           $33,903,000
Company
1776 Heritage Drive
Global Corporate Action Unit
JAB 5 Northwest
No. Quincy, Massachusetts 02171
Attn: Joseph J. Callahan
Tel: (617) 985-6453
Fax: (617) 537-5004

Greenwich Capital Partners       Bond Debt           $21,076,000
500 West Putnam
Greenwich, Connecticut 06830
Attn: Richard Rolnick
Tel: (203) 625-6904
Fax: (203) 618-2132

JP Morgan Chase Bank, N.A.       Bond Debt           $16,350,000
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, Texas 75254
Attn: Violet Smith
Tel: (469) 477-1071
Fax: (469) 477-2183

Eaton Vance Management           Bond Debt           $15,400,000
255 State Street
Boston, Massachusetts 02109
Attn: Michael Weilheimer
Tel: (617) 598-8467
Fax: (617) 482-2396

Investors Bank & Trust Company   Bond Debt           $14,490,000
200 Clarendon Street, 9th Floor
Boston, Massachusetts 02116
Attn: Eric Lippmann
Tel: (617) 937-6557
Fax: (617) 351-4308

Goldman Sachs Asset Management   Bond Debt           $14,280,000
85 Broad Street
New York, New York 10004
Attn: V.J. Mohan
Tel: (212) 902-6380
Fax: (212) 902-4451

Ares Management, LP              Bond Debt           $12,800,000
1999 Avenue of the Stars, Suite 1
Los Angeles, California 90067
Attn: Jeffrey Moore
Tel: (310) 201-4100
Fax: (310) 201-4157

JP Morgan Chase                  Bond Debt           $12,076,000
Bank/Greenwich Capital
4 New York Plaza, 21st Floor
New York, New York 10004
Attn: Georgia Stanback
Tel: (212) 623-5670
Fax: (212) 623-1232

First Southwest Company          Bond Debt            $9,000,000
1700 Pacific Avenue, Suite 500
Dallas, Texas 75201
Attn: James Furino
Tel: (214) 953-8823
Fax: (214) 953-8732

Credit Suisse Asset              Bond Debt            $4,630,000
Management, LLC
11 Madison Avenue, 7th Floor
New York, New York 10010
Attn: Richard Lindquist
Tel: (212) 832-2626
Fax: (212) 325-6665

Northwestern Investment          Bond Debt            $3,000,000
Management Company
720 E. Wisconsin Avenue, 17th Fl.
Milwaukee, Wisconsin 53202
Attn: Jefferson DeAngelis
Tel: (414) 665-5291
Fax: (414) 665-5792

Berkshire Bancorporation, Inc.   Bond Debt            $3,000,000
160 Broadway, First Floor
New York, New York 10017
Attn: Moses Marx
Tel: (212) 349-2875
Fax: (212) 227-3208

Credit Suisse First Boston LLC   Bond Debt            $3,000,000
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, New York 11717
Tel: (631) 254-7400
Fax: (631) 254-7618

Spear, Leads & Kellogg           Bond Debt            $3,000,000
30 Hudson Street
Jersey City, New Jersey 07302
Attn: Anthony Bruno
Tel: (212) 357-4266
Fax: (212) 433-7310

Brown Brothers Harriman and      Bond Debt            $2,310,000
Company
525 Washington Boulevard
New Port Towers
Jersey City, New Jersey 07302
Attn: Bernard Hamilton
Tel: (201) 418-6097
Fax: (212) 493-6892

Highland Capital Management      Bond Debt            $2,000,000
13455 Noel Road
2 Galleria Tower, Suite 1300
Dallas, Texas 75240
Attn: Kevin Enoch
Tel: (972) 628-4100
Fax: (972) 628-4147

Dwight Asset Management Company  Bond Debt              $501,000
100 Bank Street
Burlington, Vermont 05401
Attn: David Thompson
Tel: (802) 862-4170
Fax: (802) 862-2513


B.  Independent Wireless One Corporation's 20 Largest Unsecured
    Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
Sprint PCS                       Trade Debt          $27,661,486
Attn: Affiliates Settlements
6130 Sprint Parkway
Overland Park, Kansas 66251

US Unwired, Inc.                 Management Fees        $546,600
901 Lakeshore Drive
Lake Charles, Louisiana 70601

Lawler Ballard Van               Trade Debt             $350,000
Durrand, Inc.
31 Inverness Center, Suite 110
Birmingham, Alabama 35242

Verizon CABS                     Trade Debt             $194,939
PO Box 37210
Baltimore, Maryland 21297

Berkshire Wireless, Inc.         Trade Debt              $89,046

West Tower Receivable            Trade Debt              $88,369

Wireless Inc.                    Trade Debt              $63,765

Frontier Citizens                Utility Services        $56,926
Communications of New York

New York State Sales             Taxes                   $54,000
Tax Processing

Time Warner Telecom              Utility Services        $27,793
Holdings, Inc.

Unibill, Inc.                    Trade Debt              $26,155

Clough, Harbour &                Legal                   $15,950
Associates, LLP

GE Fleet Services                Trade Debt              $12,389

Milliken & Company               Trade Debt              $10,845

Crane, Greene & Parente          Trade Debt               $9,514

Loomis, Fargo & Company          Trade Debt               $9,152

Pyramid Network Services, LLC    Trade Debt               $9,000

Kelley Services, Inc.            Trade Debt               $8,081

Power Products Unlimited, Inc.   Trade Debt               $7,866

Joseph Ross                      Trade Debt               $7,425


C.  Independent Wireless One Leased Realty Corporation's 20
    Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
Site Acquisitions, Inc.          Construction            $67,927
25 Nashua Road, Suite C-1        Services
Londonderry, New Hampshire 03053

Crown Atlantic Company LLC       Rent                    $64,890
PO Box 203127
Houston, Texas 77216-2127

Delos R. Robinson and            Repairs and             $60,000
James R. Robinson as Trustee     Maintenance
Under the James Riker
Robinson Family Trust
1573 Day Hollow Road
Owego, New York 13827

SBA Towers, Inc.                 Rent                    $51,100

Epic Ventures L.P.               Repairs and             $45,000
                                 Maintenance

TCP Communications, Inc.         Rent                    $38,560

Consolidated Edison Company of   Construction            $31,712
New York, Inc.                   Services

American Tower                   Rent                    $26,907

Village of Chester               Repairs and             $24,484
                                 Maintenance

Gerkad L. Hoffus and             Repairs and             $12,950
Elizabeth K. Hoffus              Maintenance

Bison Heating & Cooling Inc.     Unpaid Services         $12,000

Orange & Rockland Utilities      Repairs & Maintenance   $11,459
Inc.

On the Rise LLC                  Repairs & Maintenance   $10,267

Capital Civic Center, Inc.       Repairs & Maintenance   $10,000

Petricca Development             Repairs & Maintenance   $10,000

Americo Real Estate Company      Repairs & Maintenance   $10,000

Renesselaer Polytechnic          Repairs & Maintenance    $5,000

Wakefield Investment             Rent                     $2,389

333 Butternut Drive LLC          Lease Renewal            $2,283

Oakdale Mall, L.P.               Rent                        $71


KAISER ALUMINUM: Board Elects John Donnan as General Counsel
------------------------------------------------------------
Kaiser Aluminum's board of directors has elected John M. Donnan,
43, as Vice President, Secretary and General Counsel, and Daniel
J. Rinkenberger, 45, as Vice President and Treasurer.

Mr. Donnan succeeds Edward F. Houff, 58, who had previously served
as Vice President, Secretary and General Counsel since 2002 and
who will remain with Kaiser as Senior Vice President and Chief
Restructuring Officer -- CRO.  Mr. Houff has held the CRO position
since 2003 and now will focus exclusively on completing the
company's restructuring and emergence from Chapter 11.
Mr. Rinkenberger assumes the Treasurer position from Kerry A.
Shiba, 50, who continues as Vice President and Chief Financial
Officer.

"The promotions and realignment of duties reflect a Kaiser that is
working hard on parallel paths, concentrating its efforts on
getting out of Chapter 11 while simultaneously continuing to
install a management team with specific knowledge and expertise in
fabricated products to lead the emerging company in a seamless
transition," said Jack A. Hockema, President and Chief Executive
Officer.

Mr. Donnan joined the company in 1993 as Associate Corporate
Counsel and was named Deputy General Counsel in 2002.  In addition
to his corporate legal duties, he has typically acted as the
company's lead attorney on commercial matters related to Kaiser's
fabricated products business.  Before joining Kaiser, Mr. Donnan
was an associate in the Corporate/Securities section of the
Houston, office of Chamberlain Hrdlicka.  He holds a Juris
Doctorate degree from the University of Arkansas School of Law and
Bachelor of Business Administration degrees in finance and in
accounting from Texas Tech University.  He is a member of the
Texas and California bars.

Mr. Rinkenberger was most recently Vice President of Economic
Analysis and Planning, and he will retain those functional
responsibilities in his role as Treasurer.  He joined the
organization in 1991 as Assistant Treasurer.  In 1997, he assumed
responsibility for Finance and Business Planning for what was then
the Flat-Rolled Products business unit, and in 2000, he assumed
similar responsibilities for all of Kaiser Fabricated Products.
He was named a Vice President in 2002. Before joining Kaiser, he
held a series of progressively responsible positions in the
Treasury Department at Pennzoil Corporation.  He holds a Master of
Business Administration degree in Finance from the University of
Chicago and a Bachelor of Education degree from Illinois State
University.  He is a Chartered Financial Analyst.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation --
http://www.kaiseral.com/-- operates in all principal aspects of
the aluminum industry, including mining bauxite; refining bauxite
into alumina; production of primary aluminum from alumina; and
manufacturing fabricated and semi-fabricated aluminum products.
The Company filed for chapter 11 protection on February 12, 2002
(Bankr. Del. Case No. 02-10429).  Corinne Ball, Esq., at Jones
Day, represent the Debtors in their restructuring efforts.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.


KANSAS CITY: Welcomes Arthur Shoener as COO & Executive VP
----------------------------------------------------------
Kansas City Southern (KCS, or the Company)(NYSE: KSU) elected
Arthur L. Shoener to the position of Executive Vice President and
Chief Operating Officer of KCS and the positions of President and
Chief Executive Officer of The Kansas City Southern Railway
Company (KCSR) and The Texas-Mexican Railway (Tex-Mex).  Shoener
will report directly to Michael R. Haverty, who remains Chairman,
President and CEO of KCS and Chairman of KCSR.  Haverty has also
been elected Chairman of Tex-Mex.

Shoener will be directly responsible for managing all of KCS rail
holdings within the United States.  As EVP and COO of the Company,
Shoener will play an important advisory role in the oversight of
TFM, S.A. de C.V. (TFM), which will become a subsidiary of the
Company following completion of the recently announced
acquisition, and the Panama Canal Railway Company (PCRC), which
operates across the Isthmus of Panama.

Shoener began his distinguished career in the transportation
industry in 1968 as a participant in the management training
program at the Missouri Pacific Railroad Company.  He subsequently
held a variety of operations positions with the company and was
serving as general manager of the eastern region in 1982 when the
Missouri Pacific was acquired by the Union Pacific Railroad
Company.  His career continued to progress as he took positions of
increased authority at Union Pacific.  In 1991, he was named
executive vice president of operations for the entire rail system.
Shoener held that position until he left Union Pacific in 1997 and
established a transportation consulting firm, which had domestic
and international clients.

"We are fortunate to have someone of Art Shoener's caliber join
KCS," stated Michael Haverty.  "He is widely acknowledged to be
one of the premier railroad operations professionals in the
business.  He comes to KCS at a crucial juncture in the Company's
history as we set out to significantly enlarge the scope of our
operations in the U.S. and internationally.  Art provides us with
the expertise and management capabilities to ensure that KCS' rail
investments achieve and maintain the highest level of operational
efficiency and customer service."

"I welcome the challenge of joining what will be the fastest
growing railroad system in North America," said Art Shoener.  "KCS
has the opportunity to create something unique within the
transportation industry, something no other railroad can
duplicate.  The opportunities are enormous.  To succeed, all of
KCS' rail holdings must be operated at the highest level of
efficiency, while at the same time we aggressively market our rail
services to achieve top line growth.  I look forward to working
with the entire KCS team to attain the exceptional results that we
know are possible."

KCS also appointed Owen M. Zidar to the position of Vice President
- Marketing.  Zidar joins KCS from Pacer Global Logistics, where
he served as regional vice president of sales.  From 1980 to 2000,
he was at Burlington Northern Santa Fe, where he served in a
variety of functions which coordinated marketing and
transportation functions.

"I am pleased to join KCS at such an important time," said Zidar.
"I am especially excited about the extraordinary marketing and
sales opportunities provided by the expansion of KCS' rail
system."

KCS is also announcing the restructuring of the management at KCSR
with the arrival of Mr. Shoener.  Jerry Heavin, formerly Senior
Vice President Operations, will assume the newly created position
of Senior Vice President-International Engineering and will
oversee the rail infrastructure needs for not only KCS' U.S. rail
holdings, but also its international affiliates.  Heavin will
report to Shoener.  The U.S. transportation, mechanical, marketing
and sales, and labor relations functions will report to Shoener as
will purchasing and risk management.

"Jerry Heavin has done an outstanding job of improving KCSR's rail
operations over the past two and one-half years," said Mike
Haverty.  "With Art Shoener's arrival and KCS' planned and
existing international investments, we need Jerry's many years of
engineering and track experience to cover a broader spectrum."

On Dec. 15, 2004, KCS reached an agreement with Grupo TMM, S.A.
(TMM) that will ultimately result in KCS owning all of the shares
of TFM entitled to full voting rights.  TFM operates the rail
corridor between Mexico City and the border at Laredo, Texas,
where it links with the Tex-Mex.  TFM also serves most of Mexico's
principal industrial cities and three of its major ports,
including the rapidly expanding Pacific port of Lazaro Cardenas.
Upon completion of the acquisition, KCSR, TMM and Tex-Mex will
operate under KCS as the holding company, and comprise a seamless
6,000-mile rail network linking the commercial and industrial
heartlands of the U.S. and Mexico, as well as interchanging with
the Class I railroads serving North American shippers.

KCS also owns 50 percent of the voting control of the PCRC that
operates passenger and freight service between the Atlantic and
Pacific Oceans adjacent to the Panama Canal and traces its origins
back to 1855.  Panama Holdings, LLC, of Hazel Crest, Illinois,
owns the other 50 percent voting control of PCRC.

                             *    *    *

As reported in the Troubled Company Reporter's Mar. 12, 2004,
edition, Standard & Poor's Ratings Services assigned its 'BB+'
rating and its recovery rating of '1' to Kansas City Southern
Railway Co.'s new $250 million credit facility, consisting of a
$150 million term loan B facility due 2008 and a $100 million
revolving credit facility due 2007.  Ratings on the company's
existing credit facility are withdrawn.  The debt is guaranteed by
parent Kansas City Southern and certain subsidiaries.  The 'BB-'
corporate credit ratings for both KCSR and Kansas City Southern
are affirmed.  The new credit facilities are rated 'BB+', two
notches above the corporate credit rating, indicating high
expectation of full recovery of principal in the event of default.
The outlook is negative.  The Kansas City, Missouri-based Class 1
railroad has about $850 million of lease-adjusted debt
outstanding.

"The ratings on Kansas City Southern reflect its aggressive
financial profile and uncertainties related to its strategically
important investment in TFM S.A. de C.V., somewhat offset by the
favorable risk characteristics of the U.S. freight railroad
industry and the company's strategically located (albeit limited
in size) rail network," said Standard & Poor's credit analyst Lisa
Jenkins.

Kansas City Southern's relationship with its affiliate, TFM, is
strained at this time, and the status of its proposal to take
control of TFM is uncertain.  Ratings incorporate room for the
company to pay its portion of the put option or for the company to
complete the TFM transaction as originally proposed.  However, if
Kansas City Southern is forced to pay the full amount of the put,
or if financial performance at Kansas City Southern or TFM weakens
from expected levels, or if the TFM deal goes forward under more
onerous terms, ratings could be reviewed for a downgrade.


KISTLER AEROSPACE: Files Plan of Reorganization in Washington
-------------------------------------------------------------
Kistler Aerospace Corporation filed its Plan of Reorganization
with the U.S. Bankruptcy Court for the Western District of
Washington.  A full-text copy of the Plan is available for a fee
at:

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

The Debtor believes that the Plan will enable it to successfully
and expeditiously emerge from bankruptcy, preserve its businesses
and allow creditors to realize the highest recoveries.  The
Debtor's projected market value after restructuring is between
$112 million and $175 million.

The Plan provides among other things that:

     * DIP Facility claim holders will receive $1 in Series A
       Convertible Secured Notes on the Effective Date;

     * senior secured claims will receive one share of Series A
       Preferred Stock for each dollar of such claim;

     * contractor claims will get 0.2742 shares of Series A
       Preferred Stock for each dollar of such claim;

     * general unsecured creditors will receive their pro rata
       share of the New Common Stock; and

     * equity interests will be extinguished and cancelled on
       the Effective Date.

The Series A Preferred Stock shares given to senior secured
creditors and to the Contractors will put them in the best
position to control the outcome of actions regarding shareholder
approval, including the election of directors.

Headquartered in Kirkland, Washington, Kistler Aerospace
Corporation, develops a fleet of fully reusable launch vehicles to
provide lower cost access to space for Earth orbiting satellites.
The Company filed for chapter 11 protection on July 15,
2003(Bankr. W.D. Wash. Case No. 03-19155).  Jennifer L. Dumas,
Esq., Youssef Sneifer, Esq., at Davis Wright Tremaine LLP
represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
$6,256,344 in total assets and $587,929,132 in total debts.


KMART CORP: SEC Charges Former Kmart Executives with Fraud
----------------------------------------------------------
On December 2, 2004, the Securities and Exchange Commission filed
civil fraud charges against three former Kmart executives and
several current and former employees of Eastman Kodak Company,
Coca Cola Enterprises Inc. and PepsiCo Inc.'s wholly owned
subsidiaries, Pepsi-Cola Company and Frito-Lay, Inc.

The SEC's Complaint, which was filed in the United States
District Court for the Eastern District of Michigan, alleges that
these individuals caused Kmart to issue materially false financial
statements by improperly accounting for millions of dollars worth
of vendor "allowances."  Kmart obtained allowances from its
vendors for various promotional and marketing activities.

According to the Complaint, defendants caused Kmart to recognize
allowances prematurely on the basis of false information provided
to the company's accounting department.  A number of vendor
representatives participated in the fraud by co-signing false and
misleading accounting documents, executing side agreements, and,
in some instances, providing false or misleading third party
confirmations to Kmart's independent auditor,
PricewaterhouseCoopers LLP.  As a result, Kmart's net income for
the fourth quarter and fiscal year ended January 31, 2001, was
overstated by approximately $24 million or 10 percent, as
originally reported.  The company restated its financial
statements after filing for bankruptcy to correct these and other
accounting errors.

The Kmart defendants are:

     * John Paul Orr, former Divisional Vice President of Kmart's
       photo division;

     * Michael K. Frank, former Divisional Vice President and
       General Merchandise Manager of Kmart's food and
       consumables division; and

     * Albert M. Abbood, former Divisional Vice President of
       non-perishable products in Kmart's food and consumables
       division.

Without admitting or denying the allegations of the Complaint,
Frank and Abbood consented to final judgments permanently
enjoining them from violations of Sections 10(b) and 13(b)(5) of
the Securities Exchange Act of 1934 and Rules 10b-5, 13b2-1 and
13b2-2 thereunder and from aiding and abetting violations of
Sections 13(a) of the Exchange Act and Rules 13a-1 and 12b-20
thereunder.

Frank consented to a five-year officer and director bar, and
Abbood agreed to pay a $50,000 civil penalty.  The proposed final
judgment against Frank does not impose a civil penalty based upon
his demonstrated inability to pay.

The vendor defendants are:

     * Darrell Edquist, a former Vice President and General
       Manager of Eastman Kodak Company;

     * David C. Kirkpatrick, a former National Sales Director
       for Coca Cola Enterprises, Inc.;

     * David N. Bixler, a former National Sales Director of
       PepsiCo's Pepsi-Cola division and current Vice President
       and General Manager of PepsiCo;

     * Randall M. Stone, a former National Account Manager for
       PepsiCo's Frito-Lay division; and

     * Thomas L. Taylor, a former Director of Sales for PepsiCo's
       Frito-Lay division.

Without admitting or denying the allegations of the Complaint,
Edquist consented to a final judgment permanently enjoining him
from violations of Sections 10(b) and 13(b)(5) of the Exchange
Act and Rules 10b-5, 13b2-1 and 13b2-2 thereunder and from aiding
and abetting violations of Sections 13(a) of the Exchange Act and
Rules 13a-1 and 12b-20 thereunder and directing that he pay a
$55,000 civil penalty.  Without admitting or denying the
allegations of the Complaint, Stone consented to a final judgment
permanently enjoining him from violations of Sections 10(b) and
13(b)(5) of the Exchange Act and Rules 10b-5 and 13b2-1
thereunder and from aiding and abetting violations of Sections
13(a) of the Exchange Act and Rules 13a-1 and 12b-20 thereunder
and directing that he pay a $30,000 civil penalty.

Without admitting or denying the charges against him, Taylor
consented to an administrative order to cease and desist from
committing or causing violations of Section 13(a) of the Exchange
Act and Rules 13a-1, 12b-20 and 13b2-1 thereunder and a final
judgment directing that he pay a $25,000 civil penalty.

The SEC's Kmart investigation is continuing.

A full-text copy of the SEC's complaint is available for free at:

      http://www.sec.gov/litigation/complaints/comp18989.pdf

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- is the
nation's second largest discount retailer and the third largest
merchandise retailer.  Kmart Corporation currently operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  (Kmart Bankruptcy News, Issue No. 87; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


KMART HOLDING: Nov. & Dec. Same Store Sales Down by 4.6 Percent
---------------------------------------------------------------
Kmart Holding Corporation (Nasdaq: KMRT) reported strong
profitability and cash generation for November and December of
2004 (period ending Dec. 29, 2004).  During that same period,
Kmart's same store sales evidenced a significant moderation in the
rate of decline.

Kmart expects to generate net income (excluding any asset sales
and bankruptcy-related expenses) of approximately $250 million for
November and December of 2004 and income before interest and
income taxes (excluding any asset sales and bankruptcy-related
expenses) of approximately $400 million.  This represents an
increase in net income of approximately $23 million, or 10% over
the same period in 2003.  Same store sales for November and
December declined by 4.6%, with December same store sales
declining approximately 2.6%.  This represents a significant
improvement on the trends from earlier in 2004.  During this
period, gross margin improved by over 100 basis points over the
prior year period.

Aylwin Lewis, Chief Executive Officer of Kmart, said, "We are
pleased with the significant improvement in the rate of our same
store sales decline.  As we have discussed before, Kmart has taken
actions on many fronts to reset baseline sales at a level that
forms the basis for profitable growth.  It is our intention to
maintain a substantial base of sales and be significantly
profitable at the same time, and we are pleased with our progress
to date. We are implementing numerous initiatives to grow sales
and increase profits in 2005."

Mr. Lewis added, "I have been extremely impressed with the Kmart
associates I have met during my first 60 days on the job.  I am
proud to lead an organization that has succeeded against the
expectations of many as shown by our earnings generated over this
year.  We look forward to continuing to demonstrate the
considerable strength of this franchise."

At the end of December, Kmart's inventory levels were
approximately $3.4 billion.  Kmart's cash balance has grown from
$2.1 billion at the end of our 2003 fiscal year on January 28,
2004 to approximately $3.9 billion at the end of December and is
expected to be approximately $3.2 billion at the end of Kmart's
2004 fiscal year on January 26, 2005.  The $3.2 billion does not
include the roughly $400 million receivable from Sears expected in
March and April of 2005.

As a result of its cash balances and cash generation, Kmart has
terminated the balance of an existing credit agreement which has
been undrawn for its entire life with the exception of letters of
credit.

Kmart expects the proposed merger with Sears, Roebuck & Co. to
close by early March 2005.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- is a mass
merchandising company that offers customers quality products
through a portfolio of exclusive brands that include Thalia Sodi,
Jaclyn Smith, Joe Boxer, Martha Stewart Everyday, Route 66 and
Sesame Street.  The Company filed for chapter 11 protection on
January 22, 2002 (Bankr. N.D. Ill. Case No. 02-02474).  Kmart
emerged from chapter 11 protection on May 6, 2003.  John Wm.
"Jack" Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher & Flom,
LLP, represented the retailer in its restructuring efforts.  The
Company's balance sheet showed $16,287,000,000 in assets and
$10,348,000,000 in debts when it sought chapter 11 protection.


KRISPY KREME: Credit Line Dries Up & Starts Talking to Lenders
--------------------------------------------------------------
Krispy Kreme Doughnuts, Inc. (NYSE:KKD) disclosed yesterday that
its Board of Directors has concluded that the Company's previously
issued financial statements for the fiscal year ended February 1,
2004 and the last three quarters of fiscal year 2004 should be
restated to correct certain errors.  "Accordingly, Krispy Kreme
said yesterday "such financial statements should no longer be
relied upon."

Krispy Kreme says its Board of Directors reached this conclusion
on December 28, 2004, in consultation with, and upon the
recommendation of, its Audit Committee and management of the
Company, and with the concurrence of its Special Committee of
independent directors, following receipt of preliminary
conclusions of the Special Committee concerning various accounting
issues.

The Board has determined that adjustments totaling between $6.2
million and $8.1 million should be made to reduce pre-tax income
for fiscal 2004.  The principal adjustments, which relate to the
Company's accounting for the acquisitions of certain franchisees,
are:

     * a pre-tax adjustment of between $3.4 million and
       $4.8 million to record as compensation expense, rather
       than as purchase price, some or all of the
       disproportionate consideration paid to a former owner of
       the Michigan franchise, who was its operating manager and
       who subsequently worked for the Company for a short period
       of time;

     * a pre-tax adjustment of approximately $500,000 to
       reverse certain income and to record as expense amounts
       that were improperly accounted for as part of the
       Company's acquisition of the Michigan franchise;

     * a pre-tax adjustment of between $500,000 and $1.0 million
       to record as compensation expense, rather than as purchase
       price, some or all of the disproportionate consideration
       paid to a former owner of the Northern California
       franchise, who was its former operating manager and who
       worked for the Company for a short period of time;

     * a pre-tax adjustment of approximately $800,000 to record
       as expense, rather than as purchase price, part of the
       consideration paid to another former owner of the Northern
       California franchise; this adjustment was proposed
       subsequent to the Company filing its Form 8-K on
       December 16, 2004;

     * a pre-tax adjustment of approximately $600,000 to reverse
       income recorded as a management fee prior to the Company's
       acquisition of the minority interest in the Northern
       California franchise; and

     * a pre-tax adjustment of approximately $500,000 million to
       record as expense, rather than as purchase price, part of
       the consideration in the Company's acquisition of the
       Charlottesville franchise;

These first and third adjustments, with a combined pre-tax effect
of $3.9 million to $5.8 million, reflect the application of
judgment and interpretation in determining the amount of
compensation or other expense embedded within acquisitions in
which a selling shareholder was employed by the Company for a
short period of time and/or received a disproportionately higher
purchase price compared to other sellers.

Restatement of the Company's financial statements to reflect the
six principal adjustments referred to above and certain other
minor adjustments are expected to reduce net income for fiscal
2004 by between approximately $3.8 million and $4.9 million
(between 6.6% and 8.6%) and net income for the fiscal 2004 second,
third and fourth quarters by approximately $0.3 million (2.2%),
approximately $0.3 million (2.1%) and between approximately $3.2
million and $4.3 million (19.3% and 26.3%), respectively. The
adjustments are expected to reduce diluted earnings per share
("EPS") for fiscal 2004 by between approximately $0.07 and $0.08
and diluted EPS for the fiscal 2004 second, third and fourth
quarters by approximately $0.01, less than $0.01 and between $0.05
and $0.07, respectively.  As a result of the restatement of the
fiscal 2004 financial statements, the Company also expects to
restate its financial statements for the first and second quarters
of fiscal 2005 to reflect the effects of the restatement of the
February 1, 2004 balance sheet; however, the Company's previously
reported results of operations for the first and second quarters
of fiscal 2005 are not expected to be materially affected by this
restatement.

Since the Special Committee's investigation -- discussed in the
Company's Form 8-K filed December 16, 2004 -- is ongoing, there
can be no assurance that, upon completion of the investigation,
the Special Committee will not conclude, either for quantitative
or qualitative reasons, that the Company's historical financial
statements require restatement with respect to matters or periods
beyond those discussed above. In such event, there can be no
assurance that the amount of those additional adjustments will not
be material individually or in the aggregate.  A full-text copy of
that Dec. 16 Form 8-K is available at no charge at:


http://www.sec.gov/Archives/edgar/data/1100270/000095016204001441/0000950162
-04-001441.txt

                       SEC Probe Continues

In addition, the investigation of the Company by the Commission's
Division of Enforcement is ongoing.  The Company also is
conducting discussions with the Commission staff regarding the
staff's inquiries concerning certain accounting matters, including
the matters giving rise to the adjustments disclosed yesterday.
As previously reported in the Troubled Company Reporter, Krispy
Kreme was notified on October 7, 2004, that the Securities and
Exchange Commission that it had entered a formal order of
investigation concerning the Company.

              Lease & Depreciation Accounting Review

The Company and its joint venture partners lease a substantial
number of properties on which significant improvements have been
constructed. The Company currently is reviewing its accounting
practices for leases and depreciation of related assets to
determine whether or not those practices fully comply with
generally accepted accounting principles ("GAAP"). The Company
became aware, in December 2004, as a result of filings made by
certain other restaurant companies, that those companies intend to
restate previously issued financial statements to correct errors
in the application of GAAP to certain leases or leasehold
improvements. Insofar as the Company is able to determine, the
restatements generally arise from corrections to properly account
for lease renewal options and/or rent escalations in computing
rent expense for operating leases; to determine properly the
depreciable lives of leasehold improvements when renewal options
are present in leases; and to require use of the same lease term
in determining the operating or capital classification of a lease,
rent expense thereunder and depreciable lives of related leasehold
improvements.  Based on current reports filed by the certain other
restaurant companies, it appears their restatements generally will
reflect increased depreciation and/or rent expense compared to
that previously reported. If the Company determines (as it
presently expects) that its historical accounting practices in
this regard do not fully comply with GAAP, adjustments to fiscal
2004 financial statements will be required, in addition to the
adjustments to such financial statements the Company has already
determined are necessary as discussed herein. If the restatement
of the Company's fiscal 2004 financial statements reflects
adjustments as a result of this review, the Company expects that
its previously issued interim financial statements for fiscal 2005
also would be restated. In addition, depending on materiality, it
is also possible that financial statements for one or more fiscal
years prior to fiscal 2004 may be restated as a result of this
issue.

                        Reporting Delays

In its Current Report on Form 8-K filed December 16, 2004, the
Company noted that its quarterly report on Form 10-Q for the
period ended October 31, 2004, could not be filed timely with the
Commission due to ongoing analyses related to the accounting
treatment of certain franchise matters in the Company's third
fiscal quarter, primarily concerning the Company's consolidation
of KremeKo, Inc., its area developer for Central and Eastern
Canada. In that Current Report, the Company stated its intention
to file the quarterly report as soon as practicable following the
completion of those analyses. These analyses have not yet been
completed. Subsequent to December 16, the Company concluded that
the filing of the quarterly report should await not only the
completion of the analyses of the franchise matters, but also the
completion of as many as practicable of the ongoing
investigations, inquiries, reviews and other analyses now
underway. The completion of such ongoing work could result in
adjustments of previously issued financial statements in addition
to the adjustments described herein and such adjustments could,
individually or in the aggregate, be material. Because the Company
believes it would be desirable to accomplish all restatements at
one time, the Company currently intends to finalize, at a minimum,
completion of the analyses of franchise matters and the analysis
of lease and depreciation matters before restating the fiscal 2004
financial statements, the interim fiscal 2005 financial statements
and filing the fiscal 2005 third quarter report on Form 10-Q.
Depending upon the status and timing of completion of the
foregoing analyses, the Company may also await the conclusion of
the discussions with the Commission staff and completion of the
work of the Special Committee before restating the fiscal 2004
financial statements, the interim fiscal 2005 financial statements
and filing the fiscal 2005 third quarter quarterly report.
Moreover, the time required to complete such ongoing work could
cause the Company to be unable to file on a timely basis its
fiscal 2005 annual report on Form 10-K.

                    Bank Loan Covenant Breach

The failure of the Company to deliver to its lenders the Company's
financial statements for the quarter ended October 31, 2004 on or
before January 14, 2005 (which will not be delivered on or before
that date for the reasons discussed above) will, absent a waiver
from the lenders, constitute an event of default under the
Company's $150 million Credit Facility.  Additionally, the
adjustments to the Company's fiscal 2004 financial statements
described herein may also constitute an event of default. In the
case of an event of default, lenders representing more than 50% of
the financing commitment under the Credit Facility may direct that
the Credit Facility be terminated and all amounts outstanding
thereunder be immediately due and payable. At October 31, 2004,
the total amount outstanding under the Credit Facility was
approximately $90.9 million.

                        Waiver Requested

The Company has informed the lenders of the matters discussed
herein and has requested a waiver from the lenders. Although the
Company is in active discussions with the lenders regarding the
Company's request, there can be no assurance that the lenders will
accede and, if the lenders accede, under what conditions they will
do so. Any such waiver will require the consent of lenders
representing more than 50% of the financing commitment under the
Credit Facility.

                        Unable to Borrow

For the reasons described above, the Company is currently unable
to borrow funds under the Credit Facility. The Company believes
that its existing cash, combined with cash generated from
operations, will be sufficient to fund current operations and
presently contemplated capital expenditures. However, borrowings
under the Credit Facility or other additional cash resources may
be required if the Company is called upon to honor its guarantees
of franchisee debt or franchisee operating leases. At October 31,
2004, the total guaranteed amount was approximately $52.3 million,
primarily comprised of $32.1 million related to consolidated joint
ventures and $20.2 million related to franchisees in which the
Company has less than a controlling interest. To date, the Company
has not experienced any losses with respect to these guarantees;
however, the Company has been advised that certain of its
franchisees are not in compliance with certain covenants contained
in their credit agreements. At October 31, 2004, the total amount
of the debt guaranteed by the Company under such credit agreements
was approximately $16.7 million.

                   Credit Agreement Summary

Subject to assignments of the Lenders' commitments, KRISPY KREME
DOUGHNUT CORPORATION is the Borrower under a $150,000,000 CREDIT
AGREEMENT DATED AS OF OCTOBER 31, 2003 with:

                                  Revolving    Term Loan       Total
    Lender                       Commitment    Commitment   Commitment
    ------                      ------------  -----------  ------------
Wachovia Bank, N.A.              $35,005,667   $8,994,333   $44,000,000
Branch Banking & Trust Company    22,276,333    5,723,667    28,000,000
Bank of America, N.A.             19,094,000    4,906,000    24,000,000
Royal Bank of Canada              19,094,000    4,906,000    24,000,000
CIBC Inc.                         11,933,750    3,066,250    15,000,000
The Bank of Nova Scotia           11,933,750    3,066,250    15,000,000
                                ------------  -----------  ------------
    TOTAL                       $119,337,500  $30,662,500  $150,000,000

KRISPY KREME DOUGHNUTS, INC., provides a Guarantee of the
Borrower's obligations to the Lenders at the parent company level.

The Credit Agreement contains three key financial covenants:

      (a) Krispy Kreme promises that its Fixed Charge Coverage Ratio
          won't fall below 1.5 to 1.0;

      (b) Krispy Kreme agrees that its Consolidated Leverage Ratio
          won't exceed 2.5 to 1.00; and

      (c) Krispy Kreme promises that its Consolidated Tangible Net
          Worth will at no time be less than $175,000,000 plus the sum
          of (i) 50% of the cumulative Reported Net Income of the
          Parent and its Consolidated Subsidiaries during any period
          after August 3, 2003 (taken as one accounting period) plus
          (ii) 50% of the aggregate increases in Stockholders' Equity
          after October 31, 2003, by reason of the issuance and sale of
          capital stock of the Parent in connection with a secondary
          public offering (including upon any conversion of debt
          securities of the Parent into such capital stock).

When the Credit Agreement was put in place, Peter S. Brunstetter,
Esq., at Kilpatrick Stockton LLP, advised Krispy Kreme and James
E. Lilly, Esq., at Womble, Carlyle, Sandridge & Rice, PLLC,
provided the Lenders with legal advice.

                      NYSE Listing in Jeopardy

The Company's failure to file timely its quarterly report on Form
10-Q or potentially its annual report on Form 10-K also may
constitute failure to comply with the continued listing
requirements of the New York Stock Exchange, on which the
Company's common stock is listed. The Company has not
received any communication from the Exchange in this regard;
however, the Company cannot predict what action, if any, the
Exchange may take should the Company not promptly file its
required reports.

                   Internal Controls Under Review

Section 404 of the Sarbanes-Oxley Act of 2002 requires the Company
to include in its Annual Report on Form 10-K for fiscal 2005 a
report of management on internal control over financial reporting,
which must include, among other things, an assessment of the
effectiveness as of the end of the fiscal year of the Company's
internal control structure over financial reporting. The Company's
independent auditors are also required to issue a report on the
assessment made by management.  The Company is undertaking a
comprehensive effort to comply fully with these requirements. This
effort includes documenting, evaluating the design of and testing
the effectiveness of the Company's internal controls over
financial reporting. During this process, the Company may identify
deficiencies in its system of internal controls over financial
reporting that may require remediation. As described above, the
Company has identified certain errors in its historical financial
statements. Due to the ongoing evaluation and testing of the
Company's internal controls and the adjustments to the historical
financial statements as described above, there can be no assurance
that any deficiencies identified may not be material weaknesses
that the Company would be required to report.

The Company will continue to devote substantial time and incur
substantial costs in connection with the requirements of Section
404 of the Act. Although the Company has a plan in place to
complete the work necessary to present the required management
report and for its independent auditors to issue their report,
management has not yet completed its evaluation. The current
formal investigation of the Commission and the independent
investigation of the Special Committee significantly increase the
challenges to the Company in completing the Section 404
requirements on a timely basis. These ongoing investigations have
put a strain on available resources. In addition, the findings and
conclusions reached in these investigations could raise issues
concerning the Company's internal controls that require
remediation and subsequent testing. The Company's independent
auditors have advised the Company that they have concerns
regarding whether management will be in a position to complete its
work and provide its report on a timely basis and thus will be
able to obtain the required attestation report on internal
controls on a timely basis, and whether the independent auditors
will be able to issue unqualified attestation reports as to
management's assessment and the operating effectiveness of the
Company's internal controls over financial reporting.

Failure to complete the evaluation in a timely manner or failure
to comply fully with Section 404 might subject the Company to
sanctions or investigation by regulatory authorities, such as the
Commission or the Exchange. Any such action could adversely affect
the Company's financial results and the market price of the
Company's common stock. In addition, any failure to implement new
or improved controls, or difficulties encountered in their
implementation, could harm the Company's operating results and/or
cause the Company to fail to meet its reporting obligations.

                        About Krispy Kreme

Founded in 1937 in Winston-Salem, North Carolina, Krispy Kreme is
a leading branded specialty retailer of premium quality doughnuts,
including the Company's signature Hot Original Glazed. Krispy
Kreme currently operates 440 stores (comprised of 402 factory
stores and 38 satellites) in 45 U.S. states, Australia, Canada,
Mexico and the United Kingdom. Krispy Kreme can be found on the
World Wide Web at http://www.krispykreme.com/


LOEWEN: State Street Wants $5.5 Mil. Reserve Account Maintained
---------------------------------------------------------------
Francis A. Monaco, Jr., at Monzack and Monaco, P.A., in
Wilmington, Delaware, notes that the Plan and Confirmation Order
provide for the creation by Loewen Group, Inc., and its debtor-
affiliates of segregated accounts, to be funded with cash in the
Series Reserve Amounts aggregating $5.5 million, to satisfy State
Street Bank and Trust Company's secured claims against the
Debtors.

State Street is a secured creditor in the Debtors' cases and a
former indenture trustee.

State Street continues to accrue secured claims with respect to
the Series 6 Notes, the Series 7 Notes and the PATS Notes.  State
Street's secured claims against the Debtors include amounts for:

    (1) compensation for State Street's services as indenture
        trustee;

    (2) reimbursement for State Street's disbursements and
        expenses arising from State Street's services as
        indenture trustee;

    (3) fees and expenses of State Street's agents and counsel
        arising from State Street's services as indenture
        trustee; and

    (4) indemnification and defense of any past or future loss
        or liability arising from State Street's administration
        of the trusts created under the Prepetition Indentures.

Mr. Monaco relates that a significant portion of State Street's
secured claims against the Debtors with respect to the Series 6
Notes, the Series 7 Notes and the PATS Notes are for legal fees
and expenses for the defense of claims against it with respect to
the controversy that arose in the Debtors' cases relating to the
secured status of those notes under the Collateral Trust Agreement
between Loewen and Bankers Trust Company, the Collateral Trustee.
Under the terms of the Plan, Mr. Monaco says, State Street's
secured claims are classified as Class 23 Claims, and it is
clearly contemplated under the terms of the Plan that those claims
may not even be incurred until an undetermined time in the future.

The Plan contemplated future litigation relating to the CTA and
the CTA Issue.  In fact, Mr. Monaco says, the Plan created a
$3 million "war chest" for the prosecution of claims by
noteholders against State Street and other potentially responsible
parties.

To assure, however, that funds would be available to satisfy the
secured claims of State Street in the future, the Plan required
that the Series Reserve Amounts be held by the Debtors at least
until the third anniversary of the Effective Date of the Plan.
The third anniversary of the Effective Date of the Plan will occur
on January 2, 2005.  The Plan, however contemplates that the
precise amount of State Street's secured claims against the
Debtors may not be determined and allowed by that third
anniversary.  Therefore, the Plan provides that "if there is a
proceeding then pending against State Street in respect of which
it may be entitled to a Class 23 Allowed Claim under the
Prepetition Indenture, upon motion by State Street, the Bankruptcy
Court may extend the period such account must be maintained."

On March 21, 2002, an action entitled A.G. Capital Funding
Partners, L.P., et al. v. State Street Bank and Trust Company,
Index No. 02/601134, was filed in New York State Supreme Court,
New York County.  The A.G. Capital Action was filed by holders of
PATS Notes, Series 6 Notes and Series 7 Notes.  The A.G. Capital
Action asserts, inter alia, claims for breach of contract, breach
of fiduciary duty, and negligence, alleging that State Street
caused the secured status of the PATS Notes, the Series 6 Notes
and Series 7 Notes to be uncertain by allegedly failing to deliver
Additional Secured Indebtedness Registration Statements to the CTA
Trustee, Bankers Trust Company.  The Noteholders allege that they
received tens of millions of dollars less than they would have
received if State Street had delivered the ASIRS to the CTA
Trustee.  State Street's answer denies the material allegations
and affirmatively alleges that it had no obligation to deliver the
ASIRS to Bankers Trust and that any injury or damages to the
Noteholders were caused by the acts or omissions of the
Noteholders or third parties other than State Street, and asserts
various affirmative defenses.  The A.G. Capital Action remains
pending and no trial date has been scheduled.

Clearly, Mr. Monaco asserts, because of State Street's entitlement
to a secured claim for indemnification of any past costs or future
defense or other costs arising from State Street's administration
of the trusts created under the Prepetition Indentures, resolution
of the A.G. Capital Action is required before a determination can
be made of the precise amount of State Street's Class 23 Allowed
Claim with respect to the PATS Notes, the Series 6 Notes and the
Series 7 Notes.

Thus, State Street asks the Court to extend until January 2, 2008,
the period during which the Series Reserve Amounts with respect to
the Series 6 Notes, Series 7 Notes and PATS Notes must be
maintained for the payment of State Street's secured claims
against the Debtors.  The amounts, which cover both pre-Effective
Date and post-Effective Date fees and expenses, are:

    -- $1,343,806 for the Series 6 Notes,
    -- $1,635,754 for the Series 7 Notes, and
    -- $1,927,702 for the PATS Notes,

for a total of $4,907,263.

"Only by granting an extension can State Street's unequivocal
rights be protected and the terms of the Plan that [the] Court
confirmed be carried out.  The protection of State Street's rights
under the terms of the Plan will not harm any holder of PATS
Notes, Series 6 Notes or Series 7 Notes because any excess funds
in the segregated accounts will ultimately be distributed to
[those] holders, with interest accrued, pursuant to the provisions
of the Plan," Mr. Monaco says.

Formerly The Loewen Group, Alderwoods Group is North America's #2
funeral services company.  Alderwoods Group owns or operates about
750 funeral homes and some 170 cemeteries in the US and Canada.
The firm's funeral services include casket sales, remains
collection, death registration, embalming, transportation, and the
use of funeral home facilities.  The Debtors filed for chapter 11
protection in the United States and CCAA protection in Canada on
June 1, 1999 after the Debtors failed to make debt payments after
its aggressive acquisition phase. Loewen became Alderwoods Group
when it emerged from bankruptcy on January 2, 2002.  (Loewen
Bankruptcy News, Issue No. 91; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


LUCENT TECH: Annual Shareholders' Meeting Slated for February 16
----------------------------------------------------------------
Lucent Technologies is providing proxy materials to its
shareholders in connection with the solicitation by the Board of
Directors of Lucent Technologies, Inc., of proxies to be voted at
its 2005 Annual Meeting of Shareowners, and at any postponement or
adjournment of the meeting.

Shareholders are cordially invited to attend the annual meeting on
February 16, 2005, beginning at 9 a.m. EST. The annual meeting
will be held at the DuPont Theatre located at 10th and Market
Streets, Wilmington, Delaware 19802.  Shareowners will be admitted
beginning at 8 a.m. EST.  The location is accessible to
handicapped persons and, upon request, the Company will provide
wireless headsets for hearing amplification.  A map and directions
to the annual meeting are on the admission ticket.

Shareholders will need an admission ticket, as well as a form of
personal identification, to enter the annual meeting.  Shareowners
of record will find an admission ticket attached to the proxy card
sent to them by Lucent.  If planning to attend the annual meeting,
shareholders must retain the admission ticket.  If arrival at the
annual meeting is without an admission ticket, Lucent will allow
admission only if able to verify Lucent shareownership.

The Company is offering a live audio webcast of the annual
meeting.  If the choice is to listen to the audio webcast, one may
do so at the time of the meeting through the link on
http://www.lucent.com/investor

Lucent Technologies is first mailing its proxy statement and
accompanying form of proxy and voting instructions on
January 3, 2005 to holders of its common stock on
December 20, 2004, the record date for the annual meeting.

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

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 14, 2004,
Moody's Investors Service raised the senior implied debt rating of
Lucent Technologies, Inc., to B2 from Caa1 and affirmed the SGL-2
short-term ratings.  The rating outlook is positive.

The current rating takes into consideration the risks inherent in
the volatile communications equipment market, including weakened
capital spending by carriers, intense competitive pressure from
existing and new entrants like Huawei Technologies and rapidly
evolving technology standards.  The positive outlook reflects the
fact that Lucent's rating could be upgraded to the extent the
company is able to sustain profitable revenue growth and positive
free cash flow generation that result in further improvement in
credit metrics.  Alternatively, the rating outlook could face
downward pressure to the extent revenues show material decline,
the company is unable to sustain improvements in profitability and
cash generation, future acquisitions consume a substantial amount
of cash or the company adopts a materially less conservative
approach towards its internal liquidity profile or the use of
vendor financing.


MANDALAY RESORT: Reminder About $400MM Senior Debt Conversion
-------------------------------------------------------------
Mandalay Resort Group's (NYSE: MBG) $400 million original
principal amount of Floating Rate Convertible Senior Debentures
due 2033 that were issued pursuant to an Indenture between
Mandalay and The Bank of New York, as trustee, dated as of
March 21, 2003 (as supplemented on July 26, 2004) will be
convertible during the calendar quarter ending March 31, 2005,
pursuant to section 11.2 of the Indenture.  The Indenture provides
that the debentures are convertible in a calendar quarter if the
closing price of Mandalay's common stock exceeds $68.76 per share
(120% of the base conversion price) for at least 20 trading days
of the 30 consecutive trading day period ending on the last
trading day of the preceding calendar quarter, which was the case
for the quarter ended Dec. 31, 2004.  Consequently, holders of the
debentures may convert the debentures into shares of the
Mandalay's common stock during the next calendar quarter (ending
March 31, 2005) at the conversion rate in effect on the conversion
date.

Mandalay is obligated to cash settle a number of shares of common
stock equal to the base conversion rate in effect on the
conversion date, provided, however, that the amount of cash that
Mandalay will be required to pay to cash settle such shares shall
not exceed $1,000 per debenture, or up to an aggregate of
$400 million.  In the event that the conversion rate in effect on
the conversion date is greater than the base conversion rate of
17.452 shares per $1,000 debenture, Mandalay has the right, but
not the obligation, to cash settle all or a portion of any such
additional shares in accordance with Section 11.6 of the
Indenture.

In accordance with Statement of Financial Accounting Standards
No. 128, Earnings Per Share, the dilutive effect of the debentures
will be reflected in diluted earnings per share by application of
the if-converted method.  Accordingly, Mandalay will include
additional shares on a weighted-average basis in its diluted
earnings per common share calculation for the quarter and the
fiscal year ending Jan. 31, 2005.  For example, while each
$1,000 debenture is convertible into 17.452 shares of Mandalay
common stock based on the Base Conversion Price of $57.30, any
such conversion must be settled in cash.  However, to the extent
the price of Mandalay's common stock exceeds $57.30, additional
"incremental" shares may be issued up to a maximum of
14.2789 shares per $1,000 debenture.  It is these incremental
shares that must be included in the computation of diluted
earnings per share, even though Mandalay retains the right to also
settle these shares in cash.  The dilutive impact of assuming
conversion will be partially offset by the add-back of interest
expense (net of income tax) related to the Debentures to net
income in accordance with the if-converted method.

Mandalay Resort Group owns and operates 11 properties in Nevada:
Mandalay Bay, Luxor, Excalibur, Circus Circus, and Slots-A-Fun in
Las Vegas; Circus Circus-Reno; Colorado Belle and Edgewater in
Laughlin; Gold Strike and Nevada Landing in Jean and Railroad Pass
in Henderson.  The company also owns and operates Gold Strike, a
hotel/casino in Tunica County, Mississippi.  The company owns a
50% interest in Silver Legacy in Reno, and owns a 50% interest in
and operates Monte Carlo in Las Vegas.  In addition, the company
owns a 50% interest in and operates Grand Victoria, a riverboat in
Elgin, Illinois, and owns a 53.5% interest in and operates
MotorCity in Detroit, Michigan.

                         *     *     *

As reported in the Troubled Company Reporter on June 9, 2004,
Fitch Ratings has placed the following long-term debt ratings of
MGM MIRAGE (MGG) and Mandalay Resort Group (MBG) on Rating Watch
Negative.

   * MGG

      --Senior secured debt 'BB+';
      --Senior subordinated debt 'BB-'.

   * MBG

      --Senior unsecured debt 'BB+';
      --Senior subordinated debt 'BB-'.

The action follows the June 4, 2004, announcement that MGG made an
offer to purchase MBG for $68 per share, or approximately
$4.9 billion in cash plus the assumption of $2.8 billion in debt.
This represents a 9.6 times (x) multiple of estimated fiscal-year
end January 2005 EBITDA of $800 million. MBG announced that it
would consider the offer, which puts a 12.8% premium on its share
price as of June 4 close.  An increase in the offer to $75 per
share would add roughly $500 million to the purchase price.  The
combined entity will have the capacity to begin reducing debt from
free cash flow, with the pace of debt reduction contingent on the
level of discretionary investments and share repurchases.  Fitch's
review will also include, among other things, a review of the
strategic benefits that may be achieved with respect to
competitive positioning, potential synergies and cost savings.


MORGAN STANLEY: Moody's Places Low-B Ratings on Five Cert. Classes
------------------------------------------------------------------
Moody's Investors Service is reviewing for possible downgrade the
ratings of ten classes of Morgan Stanley Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2003-TOP11
as follows:

   -- Class C, $32,859,000, WAC, currently rated A2
   -- Class D, $13,443,000, WAC, currently rated A3
   -- Class E, $14,936,000, WAC, currently rated Baa1
   -- Class F, $7,468,000, WAC, currently rated Baa2
   -- Class G, $7,468,000, WAC, currently rated Baa3
   -- Class H, $11,948,000, Fixed, currently rated Ba2
   -- Class J, $2,988,000, Fixed, currently rated Ba3
   -- Class K, $2,987,000, Fixed, currently rated B1
   -- Class L, $2,987,000, Fixed, currently rated B2
   -- Class M, $2,987,000, Fixed, currently rated B3

Moody's placed the Certificates on review for possible downgrade
due to concerns regarding potential losses associated with two
specially serviced loans - the Alabama/Arizona
Warehouse/Distribution Loan ($27.4 million - 2.3% of pool) and the
Troy Technology Park Portfolio Loans ($25.8 million - 2.2% of
pool).

The Alabama/Arizona Warehouse/Distribution Loan is secured by two
warehouse distribution facilities containing a combined
1.4 million square feet.  The properties are located in
Montgomery, Alabama and Glendale, Arizona.  Each property is 100%
occupied by KB Toys, Inc., which filed for Chapter 11 bankruptcy
in January 2004.  KB has closed 389 stores and has announced plans
to close between 140 and 240 additional stores by Jan. 31, 2005.
To date it has not closed any of its four distribution centers.
There is a $4.0 million letter of credit as additional collateral
that can be drawn upon in event of default.

The Troy Technology Park Portfolio Loans consists of three
cross-collateralized and cross-defaulted loans secured by eleven
flex/industrial buildings totaling 426,500 square feet.  The
properties are all located in an industrial park in Troy,
Michigan.  The portfolio's major tenant is General Motors, which
occupied approximately 80.1% of the premises at securitization.
General Motors has vacated approximately 20% of the premises and
has indicated that it will be vacating the remainder of its space
shortly.  In addition, another tenant, Visteon Corporation, which
leases approximately 10.0% of the premises, has indicated that it
will not renew at the expiration of its current lease in May 2005.

Moody's review will focus on the financial performance of all the
loans in the pool and will incorporate expected losses from the
specially serviced loans.

As of the December 13, 2004, distribution date the transaction's
aggregate outstanding pool balance has declined by approximately
1.8% to $1.174 billion from $1.195 billion at securitization.


MOOG INC: Moody's Rates Proposed $120M Senior Sub. Notes at Ba3
---------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to Moog,
Inc.'s proposed $120 million senior subordinated notes, due 2015.
The company has a Ba2 senior implied with a stable ratings
outlook.  The purpose of the new notes offering is primarily to
repay approximately $117 million of senior secured revolving
credit outstanding, extending the company's debt maturity profile
and increasing liquidity.  The rating outlook is stable.

The ratings continue to reflect:

   (1) Moog's relatively modest debt levels, which will be
       essentially unchanged as a result of the proposed
       transaction,

   (2) its strong revenue growth across a number of military and
       commercial platforms, and

   (3) the expectation of continued strong cash flow generation to
       support its indebtedness.

These strengths are balanced against the concentration of the
company's revenue base among large aerospace OEM's and the U.S.
DoD, as well as the liabilities associated with Moog's under-
funded pension plan.  The stable rating outlook anticipates that
favorable business trends in the defense market and continued
recovery of commercial aerospace demand will support the company's
credit metrics and that the company will maintain its strong
liquidity profile, incorporating the benefits of a longer debt
maturity schedule provided through this financing.

Ratings or their outlook could be subject to upward revision if
the company were to further reduce debt while consistently
generating substantial cash flow, such that leverage (lease-
adjusted debt/EBITDAR) were to fall below 2x for a sustained
period, while free cash flow were to exceed 30% of total debt for
a sustained period.  Conversely, although the ratings allow for a
modest amount of additional leverage, ratings could be revised
downward if the company were to undertake a large, leveraged
acquisition, such that free cash flow were to fall below 15% of
debt over a prolonged period, or if lease adjusted debt were to
exceed 4x.

Upon close of the transaction, Moog's debt levels will remain
moderate relative to the company's earnings capacity.  As of
September 2004, Moog reported $311 million of total debt, or 40%
of total capital.  With the proceeds of the proposed notes
offering, total debt will remain essentially unchanged
($313 million).  Pro forma lease-adjusted debt/EBITDAR will remain
moderate at about 3.0x, which is appropriate for this rating
category.  Pro forma interest coverage will be strong at about
6.1x EBIT/interest for FY 2004 (ending September 2004).  Pro forma
free cash flow will be similarly robust at approximately 31% of
total debt, although this in part reflects a CAPEX level that is
lower than future expectations as well as a large reduction in
accounts receivable experienced in FY 2004 that is not expected to
recur.

Moody's also noted that Moog's debt structure, which had been
entirely comprised of senior debt (predominantly $295 million
drawn on its $368 million senior secured credit facilities due
2008, including a $53 million term loan), will now have
$120 million of debt shifted from the senior secured level to the
subordinated level.  The introduction of subordinated indebtedness
into the company's capital structure is viewed favorably as it
diversifies the company's funding sources and should enhance the
relative claim of existing bank creditors in the company's capital
structure

Moog's recent business trends have facilitated steady revenue
growth and strong free cash flow generation.  Over the past two
years, Moog's revenue has grown by over 30%, from $719 million as
of FY 2002 to $939 million as of FY 2004.  Much of this growth is
attributable to the September 2003 acquisition of the
Poly-Scientific division of Litton Systems from Northrup Grumman
for $152 million.  The acquisition of Poly Scientific established
Moog's Components segment, which provided about $130 million of
revenue in FY 2004.  EBITDA has similarly increased, from about
$104 million to $130 million in FY 2004 on stable margins of about
14-15%.  However, Moody's notes that the company's revenue base is
still relatively concentrated in the military sector (50% of FY
2004 sales), leaving the company particularly exposed to changes
in budget priorities related to key military aircraft and space
platforms on which Moog is a supplier.

Despite rapid growth, including the Poly-Scientific acquisition,
Moog has been able to maintain moderate levels of outstanding
indebtedness, with about $311 million of debt outstanding as of
September 2004.  This demonstrates the company's recent strong
operating performance, which essentially allowed for the
$152 million purchase of Poly-Scientific without increasing debt
from 2002 levels.  However, the rating agency remains cautious
that despite relatively modest acquisition activity prior to the
Poly-Scientific transaction, the company could pursue further
acquisitions as part of its growth initiative.  Moody's notes the
significant unused availability that will exist under the
company's revolving credit facility; Moog currently has the
ability to draw about $190 million remaining under its revolving
credit facility without violating any covenants.  While the
existing ratings could accommodate a strategically beneficial
acquisition of moderate size, a debt-financed transaction in
excess of $120 million could place downward pressure on the
rating.

Moody's also notes that Moog maintains defined benefit pension
plans that are currently under-funded, creating the likelihood of
a modest draw on cash in the near term.  As of September 2004, the
company reported a combined (U.S. and non-U.S. plans) under-funded
status of about $115 million on year-end projected benefits of
about $361 million.  The company has contributed about $36 million
to the plan in 2004, and plans more moderate contributions in the
near term to improve the plans' funding status.

The Ba3 rating assigned to the new senior subordinated notes, one
notch below the senior implied rating, reflects its junior status
in claim behind all current and potential future senior secured or
unsecured debt commitments.  The new notes are not guaranteed by
any of Moog's subsidiaries.  Furthermore, since all of the
company's U.S. assets are pledged to the $368 million senior
secured credit facilities, these notes lack the substantial
collateral coverage that the senior bank debt enjoys.

Moog, Inc., headquartered in East Aurora, New York, is a leading
designer and manufacturer of high performance precision motion
control products and systems for aerospace and industrial markets.
The company operates within four segments: Aircraft Controls (44%
of FY 2004 revenues), Space Controls (12%), Industrial Controls
(30%) and Components (14%).  Moog had FY 2004 revenues of
$939 million.


MURRAY INC: U.S. Trustee Appoints 7-Member Creditors Committee
--------------------------------------------------------------
The United States Trustee for Region 8 appointed seven creditors
to serve on the Official Committee of Unsecured Creditors of
Murray, Inc.'s chapter 11 case:

   1. Pension Benefit Guaranty Corporation
      Attn: Dana Cann
      1200 K Street, NW
      Washington D.C. 20005
      Phone: 202-326-4070, Fax: 202-842-2643

   2. Suzhou Murray Machinery & Mfg.Co., Ltd.
      Attn: Yan Ting
      86 South Dongwu Road
      Suzhou, China
      Phone: 512-65254870, Fax: 512-65654218

               Or by Proxie to:

      Robert Sable, Esq.
      McGuireWoods LLP
      Dominion Tower
      625 Liberty Avenue, 23rd Floor
      Pittsburgh, Pennsylvania 15222
      Phone: 412-667-7936, Fax: 412-667-6050

   3. Wenling Qianjian Import & Export Co., Ltd.
      Dba Wenling Long River Mach. Mfg. Co.
      Attn: Kenneth H. Chang, Esq., /CPA (via proxie)
      Evanston Law Group
      600 North 85th Street, Suite C101
      Seattle, Washington 98103
      Phone: 206-781-9288, Fax: 206-783-3123

   4. International Union, UAW And Its Local 1623
      Attn: Niraj R. Ganatra
      8000 E. Jefferson Avenue
      Detroit, Michigan 48214
      Phone: 313-926-5216, Fax: 313-925-5240

   5. Steel Coils Of Tennessee, Inc.
      Attn: Thear Lemoine or Mike Boyle
      26 Century Blvd., Suite 100
      Nashville, Tennessee 37214
      Phone: 615-883-1425, Fax: 615-883-6022

   6. Tecumseh Power Company
      Attn: Marge Dilts
      900 North Street
      Grafton, Wisconsin 53024
      Phone: 262-376-8211, fax: 262-376-8211

   7. Monitor Manufacturing Company
      Attn: P. Jeffrey Pizzola
      1820 S. Cobb Industrial Blvd.
      Smyrna, Georgia 30080
      Phone: 614-866-9803 Ext. 224, Fax: 614-866-9805

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 Brentwood, Tennessee, Murray, Inc. --
http://www.murray.com/-- manufactures lawn tractors, mowers,
snowthrowers, chipper shredders, and karts.  The Company filed for
chapter 11 protection on Nov. 8, 2004 (Bankr. M.D. Tenn. Case No.
04-13611).  Paul G. Jennings, Esq., at Bass, Berry & Sims PLC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated more
than $100 million in total debts and assets.


NATIONAL CENTURY: Trust Objects to JP Morgan & Bank One Claims
--------------------------------------------------------------
The business of National Century Financial Enterprises, Inc., and
its debtor-affiliates involved issuances of substantial amounts of
notes, in multiple series, and pursuant to multiple different
indentures.  In general, each indenture was entered into with a
trustee bank.  At the bankruptcy petition date, the outstanding
notes were notes issued by NPF VI, Inc., and NPF XII, Inc.

Bank One, N.A., served as Indenture Trustee with respect to NPF
XII, which had $2 billion in outstanding notes.  JP Morgan Chase
Bank served as Indenture Trustee with respect to NPF VI, which had
$900 million in outstanding notes.

Bank One and JP Morgan Chase, as Indenture Trustees, filed proofs
of claim on behalf of noteholder beneficiaries, asserting claims
for indemnification.

JP Morgan filed 31 claims:

     Claim No.         Background of Claim
     --------          -------------------
     628 through 642   Claims for adequate protection resulting
     (Cash Collateral  from the diminution in value of collateral
     Claims)           for the NPF VI Notes caused by the Debtors'
                       use of the cash collateral

     643 through 655   Filed against the Debtors other than
     (Diversion        National Premier Financial Services, Inc.,
     Claims)           and NPF VI

                       Claims relating to the NPF VI Indentures or
                       the sales and subservicing agreements with
                       providers, including (a) amounts that
                       should have been paid to NPF VI Noteholders
                       but were allegedly diverted to the Debtors
                       for their own corporate purposes, and (b)
                       claims that JP Morgan may have against the
                       Debtors as sellers or subservicers under
                       the sales and subservicing agreements

     656, 657          Claims based on the "actions and inactions"
     (NPFS Claims)     of NPFS as servicer under the NPF VI
                       Indenture and sales and subservicing
                       agreements

     658               Claim for principal and interest amounting
                       to $884.5 million arising out of the NPF VI
                       Indenture; and other claims relating to the
                       NPF VI Indenture, including claims for
                       compensation and reimbursement and
                       indemnification.

Bank One asserted 14 claims:

     Claim No.         Background of Claim
     --------          -------------------
     284               Claim against NPF XII for:

                       (a) principal and interest amounting to
                           $2,047,500,000 arising out of the NPF
                           XII Indenture; and

                       (b) other claims arising out of the NPF XII
                           Indenture, including claims for
                           Indemnification.

     285 through 297   Filed against the Debtors other than NPF
     (Diversion        XII and Allied Medical, Inc., for unjust
     Claims)           enrichment, breach of contract, conversion,
                       fraud, fraudulent transfer, constructive
                       trust and other causes of action for the
                       Debtors' alleged misconduct in advancing
                       funds to providers that were not supported
                       by purchased receivables and wrongfully
                       transferring funds from reserve accounts
                       maintained for the benefit of the NPF XII
                       Noteholders

                 Claims Addressed by Prior Orders

Sydney Ballesteros, Esq., at Gibbs & Bruns, LLP, in Houston,
Texas, asserts that claims filed by JP Morgan and Bank One other
than the Indenture Trustee Non-P&I Claims were addressed by prior
orders.  On April 28, 2004, the Court:

    (a) allowed the claim for unpaid principal, interest, fees and
        charges under the NPF VI Notes included in the Indenture
        Trustee Claim filed by JP Morgan against NPF VI for
        $884,123,360;

    (b) allowed the claim for unpaid principal, interest, fees and
        charges under the NPF XII notes included in the Indenture
        Trustee Claim filed by Bank One against NPF XII for
        $2,050,187,966; and

    (c) disallowed the "Contractual Note Claims," which are claims
        for contractual principal, interest, fees and charges
        under the notes, asserted in the Noteholder Claims as
        duplicative of the Indenture Trustee Claims that were
        asserted on the Noteholders' behalf.

Ms. Ballesteros adds that the Debtors' Liquidation Plan has
resolved all of the outstanding claims of the Noteholders and the
Indenture Trustees other than the Indenture Trustee Non-P&I
Claims, pursuant to the Noteholder Deficiency Claim Settlement in
the Plan.  The Settlement allowed the Noteholder Deficiency Claim
and thus, resolved the JP Morgan Cash Collateral Claims, the JP
Morgan Diversion Claims, the JP Morgan NPFS Claims and the Bank
One Diversion Claims.   Furthermore, the JP Morgan P&I Claim and
the Bank One P&I Claim have been previously allowed pursuant to
the Noteholder Claims Order as the Allowed NPF VI Note Claim and
Allowed NPF XII Note claim.

             Objection to the Indenture Trustee Claims

Claim No. 284 includes the Bank One Non-P&I Claims.  Ms.
Ballesteros argues that the claim should be disallowed because:

    (a) the claim fails to comply with Rules 3001(c) and 3001(f)
        of the Federal Rules of Bankruptcy Procedure; and

    (b) Bank One has not provided sufficient documentation or
        evidence establishing or explaining any of the claims.

Ms. Ballesteros also contends that JP Morgan's Claim No. 658
should be disallowed because:

    (a) the claim is duplicative to administrative claims filed by
        JP Morgan;

    (b) the claim fails to provide any detail or explanation of
        its request for at least $387,000 of purported "Holder
        expenses for legal and accounting services"; and

    (c) JP Morgan fails to include documentation concerning
        six lawsuits which it seeks indemnification.

Furthermore, Ms. Ballesteros points out that with respect to
Claim Nos. 284 and 658:

    (a) The claims are for unliquidated and contingent
        contribution or indemnity claims, and thus must be
        disallowed pursuant to Section 502(2)(1)(B) of the
        Bankruptcy Code;

    (b) The claims are not within the scope of any cognizable
        indemnity obligation of the Debtors;

    (c) Bank One and JP Morgan's conduct and malfeasance, more
        fully described in the Unencumbered Assets Trust's
        Complaint against JP Morgan Chase Bank, et al., filed in
        the United States District Court for the Southern District
        of Ohio, Eastern Division, on November 17, 2004, gives
        rise to equitable subordination of the claim and to the
        defenses of prior material breach, unclean hands,
        estoppel, offset and other equitable defenses; and

    (d) Under Ohio law, indemnification is not permissible and
        thus, not enforceable when the party seeking indemnity is
        liable for negligence, misconduct, or acts of bad faith.

Thus, the Unencumbered Assets Trust, as successor to the Debtors,
and its Trustee, Erwin I. Katz, Ltd., ask Judge Calhoun to
disallow each of the Indenture Trustee Claims.

                    Withdrawal of the Reference

Though many of the bankruptcy and procedural issues in the Trust's
Objection do not implicate matters at issue in litigations pending
before Judge Graham in the District Court, and many of the issues
in the Objection may best be administered and resolved by the
Bankruptcy Court, to the extent that particular rulings may affect
or involve specific issues also in dispute in those cases before
Judge Graham, the UAT asks the District Court to withdraw the
reference with respect to those particular issues so that the
discovery and adjudication on those matters may be coordinated by
Judge Graham.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets.  The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. D. Ohio Case No. 02-65235).  The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on
April 16, 2004.  Paul E. Harner, Esq., at Jones Day, represents
the Debtors in their restructuring efforts.  (National Century
Bankruptcy News, Issue No. 50; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


NORTEL NETWORKS: Has Until March 31 to File 2003 Annual Report
--------------------------------------------------------------
Nortel Networks Corporation (NYSE:NT) (TSX:NT) and its principal
operating subsidiary, Nortel Networks Limited -- NNL, reported
that the New York Stock Exchange -- NYSE -- has granted the
Company and NNL an extension of up to an additional three months
to file their 2003 Annual Reports on Form 10-K with the Securities
and Exchange Commission -- SEC, during which time the common
shares of the Company and other Company and NNL securities will
remain listed on the NYSE.  The extension is subject to review by
the NYSE on an ongoing basis.  In the event that the Company and
NNL do not complete the filing of their 2003 Annual Reports on
Form 10-K by March 31, 2005, the NYSE will move forward with the
initiation of suspension procedures.

The Company and NNL continue to cooperate with the NYSE concerning
their expected timetable regarding the filing of their 2003 Annual
Reports on Form 10-K and their quarterly reports for 2004.  As
previously announced, the Company expects that it and NNL will
commence to file these reports on January 10, 2005.

                          About Nortel

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

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 10, 2004,
Standard & Poor's Ratings Services placed its B-/Watch Developing
credit rating on Nortel Networks Lease Pass-Through Trust
certificates series 2001-1 on CreditWatch with negative
implications.

The rating on the pass-through trust certificates is dependent
upon the ratings assigned to Nortel Networks, Ltd., and ZC
Specialty Insurance, Co.  This CreditWatch revision follows the
Dec. 3, 2004, withdrawal of the ratings assigned to ZC Specialty
Insurance, Co.  Previously, the rating had a CreditWatch
developing status due to the CreditWatch developing status on the
rating assigned to Nortel.

The pass-through trust certificates are collateralized by two
notes that are secured by five single-tenant, office/R&D buildings
that are leased to Nortel ('B-').  Nortel guarantees the payment
and performance of all obligations of the tenant under the leases.
The lease payments do not fully amortize the notes.  A surety bond
from ZC Specialty Insurance Co. insures the balloon amount.

The notes mature in August 2016, at which time a final principal
payment of $74.7 million is due.  If this amount is not repaid,
the indenture trustee can obtain payment from the surety, provided
certain conditions are met.

The notes will remain on CreditWatch while Standard & Poor's
examines the impact of the withdrawal of the ratings on ZC
Specialty Insurance Co.


NRG ENERGY: Inks Coal Transport Pact for Big Cajun II Facility
--------------------------------------------------------------
NRG Energy, Inc. (NYSE:NRG) has entered into a long-term coal
transport agreement with The Burlington Northern and Santa Fe
Railway Company and affiliates of American Commercial Lines LLC to
deliver Powder River Basin coal to its Big Cajun II
facility in New Roads, Louisiana, beginning April 1, 2005.

"This agreement represents another important step in the
implementation of our long-term coal strategy which is predicated
on managing risk through an integrated approach to the
procurement, transportation and handling of our key fuel
commodities," said David Crane, NRG President and Chief Executive
Officer.  "In addition, Powder River Basin coal transported under
this agreement is naturally low in sulfur and thus provides our
customers in the South Central United States with environmentally
responsible, low-cost and reliable electric power."

Earlier last year, NRG announced plans to lease 1,540 rail cars
some of which would be used to transport coal by BNSF and ACL
affiliates to the Big Cajun II facility.  Big Cajun II is a
three-unit, 1,700 megawatt (MW) coal generating station that is
owned and operated by Louisiana Generating, a wholly owned
subsidiary of NRG.  NRG co-owns unit three with Entergy, which
owns a 42 percent share (or 241.5 net MW). Louisiana Generating
serves all the electricity needs of Louisiana's 11 electric
cooperatives.

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

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2004,
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
NRG Energy Inc.'s (NRG; B+/Stable/--) proposed $400 million
convertible perpetual preferred stock.  The outlook is stable.

The proceeds of the preferred stock issuance will be used to
redeem a portion of NRG's outstanding second priority notes due
2013.  In addition, NRG will repurchase 13 million shares of
common stock held by investment partnerships managed by
MatlinPatterson Global Advisors LLC using available cash.

NRG, previously a 100% owned subsidiary of Xcel Energy Inc.,
emerged from bankruptcy on Dec. 5, 2003, and has operated for one
year.  It is engaged in the ownership and operation of power
generating facilities, primarily in the U.S. merchant power
market, thermal production and resource recovery facilities, and
various international independent power producers.

"NRG has benefited in the past year from high natural gas prices,
which have allowed it to maintain high gross margins," said credit
analyst Arleen Spangler.  "There is little room for a ratings
upgrade in the near term based on the high business risk of
operating as predominantly a merchant generator where cash flows
may be volatile."


OM GROUP: NYSE Extends Form 10-K Filing Deadline Until March 31
---------------------------------------------------------------
The New York Stock Exchange has granted OM Group, Inc. (NYSE: OMG)
an extension of up to an additional three months to file its 2003
Form 10-K for year ended Dec. 31, 2003.  The Company's stock will
remain listed on the NYSE during that time.  The extension is
subject to review by the NYSE on an ongoing basis.  In the event
the Company does not complete its Form 10-K by March 31, 2005, the
NYSE will move forward with the initiation of suspension
procedures.

On December 22, 2004, the Company anticipates the audit of its
restated financial statements will be completed in January 2005,
such that the Company's delayed 2003 Form 10-K can be filed with
the SEC by the end of that month.

                        About the Company

OM Group, Inc. -- http://www.omgi.com/-- is a leading, vertically
integrated international producer and marketer of value-added,
metal-based specialty chemicals and related materials.
Headquartered in Cleveland, Ohio, OM Group operates manufacturing
facilities in the Americas, Europe, Asia, Africa and Australia.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 23, 2004,
Standard & Poor's Ratings Services' 'B+' corporate credit and 'B-'
subordinated note ratings on Cleveland, Ohio-based OM Group Inc.
remain on CreditWatch, but the implications are revised to
developing from negative.

"The revision reflects the potential that the ratings could be
raised upon a satisfactory outcome of the independent auditors'
review of OM's restated financial statements and if earnings
continue at improved levels," said Standard & Poor's credit
analyst Wesley E. Chinn.


OPTINETRICS INC: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Optinetrics Inc.
        20401 Earl Street
        Torrance, California 90503

Bankruptcy Case No.: 04-34037

Type of Business: The Debtor produces highly integrated passive
                  and active Planar Lightwave Circuit (PLC)
                  components for fiber to the home communications,
                  optical interconnects and switching, and Solid
                  state sources for displays and backlighting.
                  See http://www.optinetrics.com/

Chapter 11 Petition Date: December 28, 2004

Court: Central District of California (Los Angeles)

Judge: Samuel L. Bufford

Debtor's Counsel: Leslie A. Cohen, Esq.
                  Liner Yankelevitz Sunshine & Regenstreif LLP
                  1100 Glendon Avenue 14th Floor
                  Los Angeles, CA 90024
                  Tel: 310-500-3500

Total Assets: $457,900

Total Debts:  $1,590,874

The Debtor did not file a list of its 20-largest unsecured
creditors.


PROSOFTTRAINING: Nasdaq Schedules Jan. 27 Delisting Hearing
-----------------------------------------------------------
ProsoftTraining (Nasdaq: POSO) has been granted a hearing before a
Nasdaq Listing Qualifications Panel.  The company's stock will
continue to trade on the Nasdaq SmallCap Market pending the
panel's decision.  The hearing will be held on Jan. 27, 2005.  The
purpose of the hearing is to review the Nasdaq Staff Determination
of Dec. 21, 2004, which indicated that the company's securities
are subject to delisting from Nasdaq due to the bid price of its
common stock failing to meet the $1.00 per share minimum
established by Marketplace Rule 4310(c)(4).

At the company's 2004 annual stockholders' meeting scheduled
Tuesday, Jan. 7, 2005, the stockholders will consider a proposal
to amend the company's articles of incorporation to effect a share
consolidation of between two-for-one and seven-for-one.  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.

                       About the Company

ProsoftTraining (Nasdaq: POSO) offers content and certifications
to enable individuals to develop and validate critical Information
and Communications Technology (ICT) workforce skills.  Prosoft is
a leader in the workforce development arena, working with state
and local governments and school districts to provide ICT
education solutions for high school and community college
students.  Prosoft has created and distributes a complete library
of classroom and e-learning courses.  Prosoft distributes its
content through its ComputerPREP division to individuals, schools,
colleges, commercial training centers and corporations worldwide.
Prosoft owns the CIW job-role certification program for Internet
technologies and the CCNT (Certified in Convergent Network
Technologies) certification, and manages the CTP (Convergence
Technologies Professional) vendor-neutral certification for
telecommunications.  To learn more, visit
http://www.ProsoftTraining.com/http://www.ComputerPREP.com/
http://www.CIWcertified.com/and http://www.CTPcertified.com/

                         *     *     *

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.


RELIANCE GROUP: Liquidator Wants to Recover Busti's Legal Fees
--------------------------------------------------------------
At the start of the bankruptcy proceedings, several shareholders
of Reliance Group Holdings filed class action complaints against
RGH Officers and Directors.  The Securities Class Actions were
consolidated in the United States District Court for the Southern
District of New York under the caption In re Reliance Group
Holdings, Inc., Securities Litigation, No. 00-CV-4653.  RGH
purchased Directors and Officers Insurance Policies from Lloyd's
Underwriters, Greenwich, and Clarendon Insurance Co., to cover
defense costs.

Several Directors and Officers that were named in the Actions
sought to tap the Policies to cover defense costs.  The
Liquidator of Reliance Insurance Company intervened, asserting
that the Policies were assets of RIC's estate.  On November 14,
2001, George Bello and Lowell Freiberg commenced an adversary
proceeding seeking a declaration of coverage under the Policies.
Messrs. Bello and Freiberg sought payment of their defense costs
and indemnification from the Policies, including the Securities
Class Action.  Additionally, Dennis A. Busti commenced an action
captioned Busti v. Syndicate 1212 at Lloyd's London, et al., 04
Civ. 1577 in the U.S. District Court for the Southern District of
New York, seeking to compel the Underwriters to pay disputed sums
from the Policies.

Prior to a decision, the parties reached an Agreement with the
Liquidator and the Underwriters, whereby the Policies would pay
for covered defense costs for Messrs. Bello, Freiberg and Busti,
as well as other insureds.  The Agreement contemplated use of
$17,400,000 of proceeds from the Policies for the Securities
Class Actions.

Now, the Liquidator believes that the law firm of Fensterstock &
Partners, counsel for Mr. Busti, is overbilling and unnecessarily
depleting the resources of the Policies, which are to be used for
legitimate D&O coverage costs.  Fensterstock represented Mr.
Busti in three legal matters, namely:

    (1) Koken v. Steinberg, et al.,

    (2) Dennis Busti V. Syndicate 1212 at Lloyd's London, et al.,
        and

    (3) Smolow & Landis Pension & Profit Sharing Plan v.
        Steinberg, et al.

The Liquidator wants the Commonwealth Court to direct
Fensterstock to substantiate its fees and expenses.  The fees and
expenses are inadequately documented, unreasonable and outside
the coverage afforded under the Policies.  Also, the Liquidator
asserts, the Court should declare the Policies assets of the
estate.

Jerome B. Richter, Esq., at Blank Rome, in Philadelphia,
Pennsylvania, notes that although the defense costs and other
expenses will be paid under the Agreement, there is no formal
mechanism to resolve financial disputes.  The Underwriters have
informed the Liquidator that from January 2002 to the present,
Fensterstock has submitted nearly $4,500,000 in fees and expenses
for payment under the Policies in representation of Mr. Busti.
Of this amount, $4,200,000 relates to only one of 18 defendants
in the Koken v. Steinberg action.  This represents almost one
fifth of the aggregate defense costs for all defendants in the
Koken v. Steinberg action.  To date, Fensterstock has been paid
more than $3,400,000 from the Policies to represent Mr. Busti.

Mr. Richter recounts that between October 2003 and April 2004,
Fensterstock submitted invoices for almost $1,700,000, an average
of over $336,000 per month.  Due to minimal documentation and
disproportionate appearance, the Liquidator objected to
Fensterstock's October and December 2003 invoices.  Thereafter,
Fensterstock began submitting invoices to the Underwriters only,
bypassing and avoiding the Liquidator.

By letter agreement dated June 10, 2004, the Liquidator and
Fensterstock agreed to resolve their fee dispute.  Fensterstock
would reduce its fees on the disputed invoices by $615,890, or
30%.  Fensterstock was to receive the remainder of $1,504,665.
Upon receipt of payment from the Underwriters, Fensterstock would
seek dismissal without prejudice of the Busti action and the
Liquidator would withdraw its objection.

The Underwriters paid Fensterstock as agreed, on August 30, 2004.
However, neither Mr. Busti nor his counsel has sought dismissal
of the Busti action as required.  Moreover, the most recent
invoice submitted by Fensterstock violates the letter agreement.
That invoice includes a previous balance due of $1,600,000, which
appears to include the amount that was to be reduced under the
letter agreement.  Further, Fensterstock's latest invoices do not
include detailed billing information; they only provide the
number of hours and rate billed, plus a brief and general
description of the work performed.

According to Mr. Richter, Fensterstock's conduct is intolerable.
The Policies are assets of the RIC estate.  The value of the
Policies is depleted through the payment of counsel's fees and
expenses.  The available limits of the Policies have been
depleted by more than $25,000,000.  Defense costs submitted for
payment must be substantiated.  Fees that are inadequately
documented or unreasonable under the Polices should be
disallowed.

The Liquidator wants the Commonwealth Court to compel
Fensterstock to submit its fee documentation to the Court for
review.  Fees found excessive, unreasonable and uncovered should
be disallowed.  The Court should prohibit payment of fees
incurred in connection with the Busti Action.

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of
Reliance Financial Services Corporation.  Reliance Financial, in
turn, owns 100% of Reliance Insurance Company.  The holding and
intermediate finance companies filed for chapter 11 protection on
June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403) listing
$12,598,054,000 in assets and $12,877,472,000 in debts.  The
insurance unit is being liquidated by the Insurance Commissioner
of the Commonwealth of Pennsylvania. (Reliance Bankruptcy News,
Issue No. 66; Bankruptcy Creditors' Service, Inc., 215/945-7000)


REPUBLIC ENGINEERED: Nothing Left & Moves to Dismiss Chap. 11 Case
------------------------------------------------------------------
                     UNITED STATES BANKRUPTCY COURT
                        NORTHERN DISTRICT OF OHIO
                            EASTERN DIVISION

In re:                             )   Case Nos. 03-55118, 03-55120,
                                   )   and 03-55121
REPUBLIC ENGINEERED PRODUCTS       )
HOLDINGS LLC, et al., {n1}         )   Jointly Administered
                                   )   Chapter 11
               Debtors.            )   Judge Marilyn Shea-Stonum

                NOTICE OF HEARING ON DEBTORS' MOTION FOR
               AN ORDER DISMISSING THEIR CHAPTER 11 CASES

     PLEASE TAKE NOTICE OF THE FOLLOWING:

     1.  The above-captioned debtors (collectively, the "Debtors") have
filed the Debtors' Motion for an Order Dismissing Their Chapter 11 Cases
(the "Motion"). In the Motion, the Debtors seek an order of the Court
dismissing the Debtors' bankruptcy cases, pursuant to 11 U.S.C. Sec.
1112.

     2.  Pursuant to Local Bankruptcy Rule 9013-1, if you do not want the
Court to grant the relief requested in the Motion, then on or before
Thursday, January 6, 2005 at 4:00 p.m. (EST), you or your lawyer must
file with the Court a written objection to the Motion, explaining your
position, at:

               Clerk of Courts
               U.S. Bankruptcy Court
               455 U.S. Courthouse
               Two South Main Street
               Akron, OH 44308-1810

If you mail your response to the Court for filing, you must mail it early
enough so that the Court will receive it on or before the date stated
above. You must also mail a copy to Shawn M. Riley, Esq., McDonald
Hopkins Co., LPA, 600 Superior Avenue, E., Suite 2100, Cleveland, Ohio
44114 so as to be received on or before the date stated above.

     3.  A hearing on the Motion will be held at the United States
Bankruptcy Court, Federal Building - U.S. Courthouse, 2 South Main
Street, Courtroom 260, Akron, Ohio 44308 on Friday, January 14, 2005, at
10:00 a.m., Eastern Time.

     4.  If no objection is filed and served in the manner described
above, the Court may grant the relief requested in the Motion without
further notice or a hearing.

     5.  Copies of the Motion may be obtained by written request from:

               DeBorah G. Marshall
               McDonald Hopkins Co., LPA
               600 Superior Avenue, E., Suite 2100
               Cleveland, Ohio 44114
               E-mail: dmarshall@mcdonaldhopkins.com
               Telephone: 216-348-5400
               Facsimile: 216-348-5474

Dated: December 16, 2004           Respectfully submitted,

                                      /s/ Sherri L. Dahl
                                   ___________________________________
                                   Shawn M. Riley (0037235)
                                   Sherri L. Dahl (0073621)
                                   MCDONALD HOPKINS CO., LPA
                                   600 Superior Avenue, E., Suite 2100
                                   Cleveland, OH 44114-2653
                                   Telephone: (216) 348-5400
                                   Facsimile: (216) 348-5474
                                   E-mail: sriley@mcdonaldhopkins.com
                                           sdahlffimcdonaldhopkins.com

                                   COUNSEL FOR THE DEBTORS
__________

     {n1} The Debtors are: Republic Engineered Products Holding, LLC,
n/k/a REPH LLC; Republic Engineered Products, LLC, n/k/a REPL LLC; and
Blue Steel Capital Corp., n/k/a BSC Corp.

                              *   *   *

Notice of the Jan. 14 Hearing on the Debtors' Motion to Dismiss is
accompanied by a letter from Republic Engineering's lawyers:

                      McDonald Hopkins Co., LPA
                           Attorneys at Law
                  600 Superior Avenue, E. Suite 2100
                         Cleveland, Ohio 44114
                        Telephone 216.348.5400
                           Fax 216.348.5474
                   http://www.mcdonaldhopkins.com/

December 16,2004

To all Creditors of Republic Engineered Products, LLC:

     As the bankruptcy case of Republic Engineered Products, LLC, n/k/a
REPL LLC, and its affiliates {n1} (collectively, "REP") winds down, we
write to provide a summary of the case and an explanation of the outcome.

     REP filed its bankruptcy case on October 6, 2003. The filing was
prompted by a lack of liquidity, driven by, among other things, declining
steel prices and catastrophic damage to one of REP's blast furnaces
caused by the August 14, 2003 electrical blackout in Ohio, Michigan, New
York, and Ontario, Canada. The damage to the blast furnace required a
significant curtailment of operations. The curtailment of operations
meant less steel was sold; lower steel sales meant lower cash collections
(and borrowings from REP's lenders); and with less cash, REP was unable
to pay its bills. A bankruptcy filing became the only option available.

     After REP filed bankruptcy, it focused all of its efforts on
returning to normal operations, eliminating its losses and selling its
business. It hired investment bankers to find potential purchasers and it
obtained from the Bankruptcy Court approval of a sale process. That sale
process was designed to sell all of REP's assets and to generate the
highest possible price. And, based on the numerous bids received and the
lengthy auction that followed, the sale process worked as designed.
Ultimately, after a two-day auction, and a Bankruptcy Court hearing that
stretched over several days, the Bankruptcy Court entered an order on
December 16, 2003, approving Perry Capital (PAV Republic, Inc.) as the
winning bidder.

     The sale of REP's assets to Perry Capital closed on December 19,
2003. The purchaser continues to operate REP's steel-making assets under
the new name, Republic Engineered Products, Inc. Many of you are likely
doing business with the new company.

     Unfortunately, the sale of REP's assets to Perry Capital generated
substantially less than the $375 million that REP owed to its creditors.
In fact, the sale did not generate enough to pay REP's secured creditors,
who were owed $330 million and who were entitled under the Bankruptcy
Code to be paid first. REP and its advisors, working with the Creditors'
Committee and its advisors, agreed with the secured creditors that $1
million would be set [*2] aside to pay for the wind down of REP and its
bankruptcy estate. Although we disagreed over the appropriate use of that
$1 million, ultimately we were able to work out our differences. The
resolution of the use of the $1 million was presented to the Bankruptcy
Court, which approved it on August 16, 2004.

     This resolution provides for the distribution of all of the
available funds to post-bankruptcy (so-called "administrative")
creditors.  It now appears that all administrative claims will be paid
(in some cases at agreed-upon, reduced amounts), and that, as a result,
parties that provided goods or services after the October 6, 2003,
bankruptcy filing will be paid. For those parties that provided goods or
services prior to the bankruptcy filing, so-called "prepetition unsecured
creditors," there are no funds in REP's bankruptcy estate to pay those
claims. We regret that outcome.

     The Bankruptcy Court's approval of the resolution marks the end of
REP's bankruptcy proceedings. We are now preparing to dismiss REP's
bankruptcy case. We understand that bankruptcy proceedings are
frustrating for both debtors and creditors. If you have any questions
about the REP case, please feel free to contact Sherri Dahl at
216.430.2041.

                                   Very truly yours,

                                      /s/ Shawn M. Riley

                                   Shawn M. Riley
                                   Counsel for Republic
                                   Engineered Products, LLC
__________

     {n1) The affiliates: Republic Engineered Products Holding, LLC,
n/k/a REPH LLC and Blue Steel Capital Corp., n/k/a BSC Corp.


REVCARE INC: Losses & Deficits Trigger Going Concern Doubt
----------------------------------------------------------
Revcare, Inc., filed its Form 10-KSB for the fiscal year ended
with the Securities and Exchange Commission reporting net losses
of $2,034,380 and $3,572,112 in fiscal years 2004 and 2003,
respectively.

The Company had a deficit of $3,045,488 and a working capital
deficit of $6,668,788 at September 30, 2004.  The working capital
deficit includes $3,254,361 of principal and accumulated interest
that the Company owes to its largest shareholder, FBR, which has
provided funding to the Company in the past.

The Company's accountant, Mayer Hoffman McCann P.C., raised
substantial doubt about the Company's ability to continue as a
going concern due to these losses and deficits.

Management believes that the recent losses are primarily
attributable to a decrease in revenues from its service lines,
which more than compensated for significant decreases in operating
costs.  The Company lost more clients than it gained in 2004.  The
Company's cash balances may be diminished during 2005 due to many
factors, including:

   -- the use of cash for operations,
   -- changes in working capital,
   -- capital expenditures, and
   -- repayment of outstanding notes payable and related interest.

The number of major receivable management contracts for the
Company in 2005 is expected to be a little higher than 2004 and
this trend is expected to continue.  However, implementation and
installation costs of new contracts will negatively impact the
Company's cash balances.  Despite these factors, the Company
believes that available funds and cash flows expected to be
generated by current operations will be sufficient to meet its
anticipated cash needs for working capital and capital
expenditures for its operating segments for at least the next
twelve months.  However, the Company will not have sufficient cash
to repay non-operating liabilities (primarily its Notes Payable
and Financing Obligations) and credit facilities that will be due
during the next twelve months.

                        About the Company

RevCare, Inc., is a leading provider of revenue cycle management
services in California, Nevada and Hawaii.  It has traditionally
focused its services on three segments of the accounts receivable
management industry: healthcare, banking and retail.  However,
with its acquisition of four healthcare revenue cycle management
companies in August 2000, it is now concentrating on offering its
comprehensive and integrated suite of services to manage the
revenue cycle of healthcare providers.  The Company now has the
ability to provide the services required by its healthcare clients
to manage all phases of their revenue cycle, which include:
physician and hospital billing, non-delinquent and delinquent
receivable collections, and reimbursement maximization projects.

Revcare has a presence in the Southern California, Las Vegas and
Hawaii healthcare markets.  It provides services to approximately
88 healthcare facilities in these geographic areas.  It currently
manages over $500 million in receivables for its billing and
collections clients on an annual basis.


SAFETY-KLEEN: Bankr. Court Approves IBM Settlement Agreement
------------------------------------------------------------
As previously reported, the Safety-Kleen Creditors Trustee,
Oolenoy Valley Consulting, filed two separate complaints, as
amended, against International Business Machines Corp. to avoid
and recover preferential or fraudulent transfers for $2,411,038
and $257,942, allegedly made by Safety-Kleen Corporation and its
debtor-affiliates during the 90 days prior to their bankruptcy
filing.

At the Trustee's request, The U.S. Bankruptcy Court for the
District of Delaware approves the Settlement Agreement with
International Business Machines Corp. pursuant to Rule 9019 of the
Federal Rules of the Bankruptcy Procedure.

Headquartered in Delaware, Safety-Kleen Corporation --
http://www.safety-kleen.com/-- provides specialty services such
as parts cleaning, site remediation, soil decontamination, and
wastewater services.  The Company, along with its affiliates,
filed for chapter 11 protection (Bankr. D. Del. Case No. 00-02303)
on June 9, 2000.  Gregg M. Galardi, Esq., at Skadden, Arps, Slate,
Meagher, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,031,304,000 in assets and $3,333,745,000 in liabilities.
(Safety-Kleen Bankruptcy News, Issue No. 84; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


SALTIRE INDUSTRIAL: Has Exclusive Right to File Plan Until Mar. 16
------------------------------------------------------------------
The Honorable Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York extended the period within which
Saltire Industrial, Inc., has the exclusive right to file a
chapter 11 plan through and including March 16, 2005.  The Debtor
has until May 16, 2005, to exclusively solicit acceptances of that
plan from their creditors.

This is the Debtor's first extension of its exclusive periods.

The Debtor gives the Court three reasons militating in favor of
the extension of its exclusive periods:

   a) since the Petition Date, the Debtor and its professionals
      have worked diligently in addressing and resolving a large
      number of administrative and substantive issues associated
      with the commencement and prosecution of its chapter 11
      case;

   b) the Debtor is actively assisting and cooperating with the
      Creditors Committee in the conduct of its due diligence
      concerning the Debtor's business and financial affairs; and

   c) the Debtor's ability to propose a chapter 11 plan depends on
      its ability to identify and quantify the numerous
      liabilities asserted against its estate, particularly those
      involving the Legacy Liabilities that stems from retiree
      benefits and environmental issues.

Headquartered in New York, New York, Saltire Industrial, Inc.,
manufactures diverse consumer and industrial products sold under a
variety of brand names.  The Company filed for chapter 11
protection on August 17, 2004 (Bankr. S.D.N.Y. Case No. 04-15389).
Albert Togut, Esq., at Togut, Segal & Segal LLP represents the
Debtor in its restructuring.  When the Debtor filed for
protection, it listed $1 million to $10 million in estimated
assets and $10 million to $100 million in estimated debts.


SALTIRE INDUSTRIAL: Has Until Feb. 15 to Decide on Leases
---------------------------------------------------------
The Honorable Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York extended, until Feb. 15, 2005,
the period within which Saltire Industrial, Inc., can elect to
assume, assume and assign, or reject its unexpired nonresidential
real property leases.

The Debtor is a party to an unexpired nonresidential lease located
at 274 Riverside Avenue, Westport, Connecticut.  The Debtor is
also the sublessee of some office space at 274 Riverside under an
Assignment and Assumption Agreement with Core Software Technology,
Inc., the Primary Tenant of the lease.

The Assignment and Assumption Agreement assigns Core Software's
right, title and interest in its lease with 274 Riverside
Associates LLC, the predecessor in interest to Lexham Riverside
LLC, who is the Landlord under the lease to the Debtor.

The Debtor argues that the extension will give it more time to
determine the importance of its remaining lease and whether to
assume, assign or reject the Assignment Agreement in relation to
its reorganization process.

The Debtor assures Judge Lifland that the extension will not
prejudice Core Software or Lexham Riverside because it has the
finances to stay current on all post-petition rents under the
lease as required by Section 365(d)(3) of the Bankruptcy Code.

Headquartered in New York, New York, Saltire Industrial, Inc.,
manufactures diverse consumer and industrial products sold under a
variety of brand names.  The Company filed for chapter 11
protection on August 17, 2004 (Bankr. S.D.N.Y. Case No. 04-15389).
Albert Togut, Esq., at Togut, Segal & Segal LLP represents the
Debtor in its restructuring.  When the Debtor filed for
protection, it listed $1 million to $10 million in estimated
assets and $10 million to $100 million in estimated debts.


SCOTT ACQUISITION: Genovese Joblove Approved as Committee Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave the
Official Committee of Unsecured Creditors of Scott Acquisition
Corp., and its debtor-affiliates, permission to employ Genovese
Joblove & Battista, P.A., as its counsel.

Genovese Joblove will:

   a) advise the Committee with respect to its rights, powers, and
      duties in the Debtors' chapter 11 cases;

   b) assist and advise the Committee in its consultation with the
      Debtors relative to the administration of their chapter 11
      cases;

   c) assist the Committee in analyzing the claims of the Debtors'
      creditors and in negotiations with creditors;

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

   e) assist the Committee in its analysis and negotiation with
      the Debtors and any third parties concerning matters
      relating to the terms of any plan of reorganization;

   f) assist and advise the Committee in its communications with
      the general creditor body and represent the Committee at all
      hearings and proceedings;

   g) advise the Committee in the review and analysis of all
      applications, orders, statements of operations and schedules
      filed with the Court;

   h) assist the Committee in preparing pleadings and applications
      in furtherance of the Committee's interests and objectives;
      and

   i) perform other legal services to the Committee that may be
      appropriate and necessary in the Debtors' chapter 11 cases.

Craig P. Rieders, Esq., a Partner at Genovese Joblove, is the lead
attorney for the Committee.  Mr. Rieders will charge $365 per hour
for his services.

Mr. Rieder reports Genovese Joblove's professionals bill:

    Professional         Designation      Hourly Rate
    ------------         -----------      -----------
    Glen D. Moses        Partner             $325
    Heather Yonke        Associate            215
    Chris Tarrant        Paralegal            100

Genovese Joblove assures the Court that it does not represent any
interest adverse to the Committee, the Debtors or their estates.

Headquartered in Winter Haven, Florida, Scott Acquisition Corp.,
is a retailer of a wide range of building materials and home
improvement products serving the "do-it-yourself" market for
individual homeowners, as well as the professional builder and
commercial markets.  The Debtors filed for protection on
Sept. 10, 2004 (Bankr. D. Del. Case No. 04-12594).  Brendan
Linehan Shannon, Esq., and M. Blake Cleary, Esq., at Young Conaway
Stargatt & Taylor, LLP represent the Debtors in their
restructuring efforts.  When the Company and its debtor-affiliates
filed for protection from their creditors, they reported
$45,681,000 in assets and debts.


SCOTT ACQUISITION: Creditors Must File Proofs of Claim by Feb. 23
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware set
February 23, 2005, as the deadline for all creditors owed money by
Scott Acquisition Corp., and its debtor-affiliates, on account of
claims arising prior to September 10, 2004, to file their proofs
of claim.

Creditors must file their written proofs of claim on or before the
February 23 Claims Bar Date, and those forms must be delivered
only to the Debtors' claims agent:

               Delaware Claims Agency LLC
               Attn: Scott Acquisition Corp. Claims
               P.O. Box 515
               Wilmington, Delaware 19801

For a Governmental Unit, the Claims Bar Date is March 9, 2005.

Headquartered in Winter Haven, Florida, Scott Acquisition Corp.,
is a retailer of a wide range of building materials and home
improvement products serving the "do-it-yourself" market for
individual homeowners, as well as the professional builder and
commercial markets.  The Debtors filed for protection on Sept. 10,
2004 (Bankr. D. Del. Case No. 04-12594).  Brendan Linehan Shannon,
Esq., and M. Blake Cleary, Esq., at Young Conaway Stargatt &
Taylor, LLP represent the Debtors in their restructuring efforts.
When the Company and its debtor-affiliates filed for protection
from their creditors, they reported $45,681,000 in assets and
debts.


SIDESHOW CREATIVE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Sideshow Creative, Inc.
        560 Broadway, Suite 202
        New York, New York 10012

Bankruptcy Case No.: 05-10011

Type of Business: The Company Sideshow is an award-winning
                  marketing, advertising and promotion firm
                  providing a wide array of services to companies
                  of the entertainment industry.  Sideshow creates
                  & develops marketing, advertising & promotion
                  concepts & to take these concepts through
                  completion in the form of brand development
                  campaigns, film/video production as well as
                  post-production services such as graphics motion
                  design, 3-D animation, virtual & special
                  effects.  See http://www.sideshowcreative.com/

Chapter 11 Petition Date: January 3, 2005

Court: Southern District of New York (Manhattan)

Judge:  Allan L. Gropper

Debtor's Counsel: Ian R. Winters, Esq.
                  Patrick J. Orr, Esq.
                  Sean C. Southard, Esq.
                  Klestadt & Winters, LLP
                  292 Madison Avenue, 17th Floor
                  New York, New York 10017-6314
                  Tel: (212) 972-3000
                  Fax: (212) 972-2245

Financial Condition as of December 31, 2004:

      Total Assets: $3,821,792

      Total Debts:  $5,514,522

Debtor's 20 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Newmark & Company Real Estate                 $167,631
125 Park Avenue, 11th Floor
New York, New York 10017
Attn: Donna Vogel
Tel: (212) 431-9416

JM & R Funding                                $140,500
c/o Matthew Roach
1940 Commerce Street
Yorktown Heights, New York 10598
Tel: (914) 962-8445

American Express (82005)                      $134,064
115 East 23rd Street, 7th Floor
New York , New York 10010
Tel: (800) 492-8468

Flickerlab                                     $83,333

Accion New York Inc.                           $49,628

American Express Business Capital Line         $48,927

North Fork Bank                                $48,900

Envirochrome Interiors And Design, Inc.        $40,375

Transistor Studios                             $40,000

Chase Business Credit Card                     $29,106

Jones Production Services Inc.                 $27,594

Big Foote Music                                $25,450

Onomatopoeia Inc.                              $21,114

Hsbc Business Card                             $19,525

Maggie Klein & Co., Inc.                       $19,350

Boxx Technologies                              $18,120

Fluid Sound Design                             $18,000

Garrett Wagner                                 $17,803

Sacred Noise                                   $17,500

BDO Seidman, LLP                               $16,882


SPIEGEL INC: Wants Court to Determine Prepetition Tax Liabilities
-----------------------------------------------------------------
Spiegel Inc. and its debtor-affiliates own and lease certain
tangible, taxable property that comprises a number of different
real and personal property asset types, including, without
limitation:

   (i) numerous retail stores, distribution warehouses, office
       buildings and other related facilities;

  (ii) furniture, fixtures, machinery and equipment required for
       the sale, transfer and storage of the Debtors' inventory;
       and

(iii) retail inventory.

The states in which the Taxed Property is located assess ad
valorem taxes on the property on an annual basis.  Most states
calculate the amount of ad valorem property taxes to assess by
first determining a given parcel of property's "market value,"
"true cash value," "cash value," "fair market value" or their
equivalent and then converting that value into an assessed value
using conversion ratios prescribed by applicable state tax codes.
The Assessed Value of the property is then used to determine the
amount of tax to assess on the property.

Several state and local taxing authorities have filed the proofs
of claim alleging for the most part amounts due in respect of
certain prepetition and postpetition ad valorem property taxes.

                  Debtors' Review of Tax Claims

In 2003, the Debtors retained the services of Assessment
Technologies, Ltd. and Appraisal Systems, Inc. to assist them in
reviewing the State and Local Ad Valorem Tax Claims.  Assessment
Technologies specializes in assessing, analyzing and valuing
large commercial and industrial properties.  It examined the
Market Values and corresponding Assessed Values asserted by the
Taxing Authorities in the Tax Claims to determine whether any
Taxing Authority had overstated the Market Values of the Taxed
Property resulting in overstated Assessed Values under the
applicable state's statutory tax requirements and, therefore,
overstated Tax Claims.

To determine these values, Assessment Technologies completed a
comprehensive review of the Taxed Property, which includes:

   * reviewing current tax assessments and supporting data;

   * calculations and assumptions; and

   * conducting research into valuations of similar property.

ASI is an independent, national valuation firm specializing in
commercial personal property appraisals.  ASI assisted Assessment
Technologies by providing appraisals of the Taxed Properties.

More specifically, ASI reviewed inventory cost figures provided
by the Debtors and inspected and completed on-site appraisals of
a representative sampling of the Taxed Property to accurately
determine the value of these specific properties.  ASI then used
these representative appraisals in conjunction with asset
listings and other related data provided by the Debtors to arrive
at appropriate valuations of the facilities not inspected by ASI
for certain prepetition tax years and for the 2004 tax year.

In addition to the valuation data compiled by ASI, Assessment
Technologies also reviewed the sales prices of certain of the
Taxed Property that had been sold since the Petition Date to
determine the correct valuation of the Taxed Property sold as
well as other similar Taxed Property.

Based on the appraisals and calculations, Assessment Technologies
determined that the Taxing Authorities had over-estimated the
Market Value of certain of the Taxed Property for certain
prepetition tax years and for the 2004 tax year, resulting in
overstatement of the Assessed Values and, thus, inappropriate
determinations of the taxes due and owing on the Taxed Property
for those tax periods.  Where these instances were identified,
Assessment Technologies applied corrected valuations to the
applicable state assessment ratios and determined the correct
Assessed Values and the appropriate amounts for the taxes on each
Taxed Property.

               Debtors Object to Certain Tax Claims

Based on the work performed by Assessment Technologies, the
Debtors dispute certain claims filed by various Taxing
Authorities on these grounds:

   1. Certain of the claims are overstated since the calculation
      of the underlying tax claim is based on inflated Assessed
      Values of the underlying Taxed Property.

   2. Certain of the claims were filed against the incorrect
      Debtor or have been partially or fully satisfied.

   3. Certain of the Claims have been amended and superseded by
      later filed claims.

A. Unpaid Tax Claims

Andrew V. Tenzer, Esq., at Shearman & Sterling, LLP, in New York,
reports that 183 taxing authorities filed Tax Claims on account
of unpaid state ad valorem taxes.  The Debtors reviewed each
Unpaid Tax Claim and believe that each claim filed as:

   -- a secured claim is secured by a properly perfected lien
      against the underlying Tax Property;

   -- a priority claim is entitled to priority under Section
      507(a)(8) of the Bankruptcy Code; and

   -- an administrative expense claim should be treated in
      accordance with Section 503(b)(1)(B) because it accrued
      postpetition tax periods.

However, the Debtors also determined that the Unpaid Tax Claims
are overstated and that certain of those claims, although
liabilities of one or more Debtors, have been filed against the
wrong Debtor.  Moreover, the Debtors determined that the claims
filed by the City and County of Denver, Colorado, and the Office
of Law of Baltimore County, Maryland, are not merely overstated,
but that there are additional bases on which to object to those
claims.  The Debtors ask the Court to reduce and, in some cases,
expunge the Unpaid Tax Claims and otherwise correct the defects
in the claims.

   (a) Ad Valorem Property Taxes

       Based on Assessment Technologies' analysis, the Debtors
       assert that the Assessed Value of the Taxed Property used
       to calculate the Unpaid Tax Claims is overstated.  Thus,
       the Debtors want the claims reduced to their proposed
       amounts.  Where the Unpaid Tax Claim is a secured or
       unsecured claim entitled to priority or administrative
       expense priority, the Debtors ask the Court to allow those
       claims in the reduced amounts.

   (b) Denver Claim

       The City and County of Denver filed Claim No. 153 against
       Spiegel for:

            $4,361 in personal property taxes assessed during the
                   2002 and 2003 tax years; and

           $12,705 in sales and
              $439 in occupational taxes assessed during the 2003
                   tax year.

       After reviewing their books and records and the Denver
       Claim, the Debtors found that they do not owe Denver the
       sales or occupational taxes.  Those portions of the Denver
       Claim must be expunged.

       The Debtors also determined that the Assessed Value of the
       Taxed Property used to calculate the ad valorem tax
       portion of the Denver Claim is overstated and should,
       therefore, be reduced.

   (c) Baltimore Claims

       The Debtors' books and records show that the Office of Law
       of Baltimore County, Maryland filed two administrative
       expense claims -- Claim Nos. 3807 and 3814 -- against
       Spiegel, each in for $2,536.  During their review of the
       Baltimore Claims, the Debtors discovered that in November
       2003, Baltimore County purported to request the Court to
       allow an alleged administrative expense claim.  That
       request was not entered on the Court's docket or served on
       the Debtors.  Rather, Baltimore County apparently sent the
       request, with a proposed form of order allowing the claim,
       to Bankruptcy Services, LLC, the Debtors' official claims
       and noticing agent.  BSI recorded the request as Baltimore
       Claim No. 3814 and the proposed form of order as Baltimore
       Claim No. 3807.

       Although the Debtors have acknowledged that Baltimore
       County holds an allowed claim entitled to administrative
       expense priority under Section 503(b)(1)(B), they dispute
       the amounts asserted in the Baltimore Claims.  To that
       end, the Debtors have determined that the Assessed Value
       of the Taxed Property used to calculate the Baltimore
       Claims is overstated and that, the claim asserted by
       Baltimore County is overstated and should be reduced to
       $177.  Accordingly, the Debtors want Claim No. 3814
       allowed and Claim No. 3807 expunged.

   (d) Incorrect Debtor Claims

       The Debtors have identified the case number of the correct
       Debtor for those Unpaid Tax Claims filed against the
       incorrect Debtor.  The Debtors ask the Court to allow the
       Unpaid Tax Claims against the correct Debtor.

A list of the Unpaid Tax Claims incorporating the Ad Valorem
Property Taxes, the Denver Claim, the Baltimore Claims, and the
Incorrect Debtor Claims, is available for free at:

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

B. Amended Claims

The Debtors found that seven proofs of claim have been amended
and superseded by claims subsequently filed by the same taxing
entity in relation to the same underlying Tax Claim.  Thus, the
Debtors want the Amended Claims disallowed and expunged.

A list of the Amended Claims is available for free at:

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

C. The King County Claim --Claim Partially Paid

King County, Washington, filed Claim No. 1282 for $481,661
against Eddie Bauer.  King County asserted a secured claim on
account of ad valorem personal property taxes allegedly due and
owing for the 2003 tax year.

Based on Assessment Technologies' analysis, the Debtors
determined that the total Tax Liability owed to the County is
$479,989.  The Debtors have already paid King County $431,542 on
account of the personal property taxes asserted in the King
County Claim.  Accordingly, the Debtors submit that the total
remaining liability due and owing to King County on the Taxed
Property for the 2003 tax year is $48,447, plus interest accruing
until the amount is paid, at a rate agreed by the parties or
determined by the Court.

D. The Franklin County Claims -- No Amount Due and Owing

The Franklin County, Ohio, Treasurer's Office filed Claim Nos.
2829 and 2830 against Spiegel.  Franklin County asserted secured
claims for $1,335,158 on account of real and personal property ad
valorem taxes allegedly due and owing for the 2002 and 2003 tax
years.

Mr. Tenzer informs Judge Blackshear that the Debtors previously
paid $852,639 to Franklin County for taxes owed for the 2003 tax
year.  The Debtors made the payment based on the County's
Assessed Value of the Taxed Property.

However, based on Assessment Technologies' analysis, the Debtors
determined that their actual tax liability to Franklin County is
$848,814.  As a result, the Debtors have overpaid the tax
liability owed under the Franklin County Claims.  Hence, the
Debtors assert that no amount is due and owing in respect of the
Franklin County Claims.  Instead, the Debtors assert a $3,825 Net
Amount Due from the County.

E. 2004 Property Assessed Values

The Debtors have received tax notices from a number of Taxing
Authorities setting forth the Assessed Value for certain of the
Debtors' property on which taxes have not yet been assessed for
the 2004 tax year.  Mr. Tenzer informs the Court that states
calculate ad valorem property taxes based on the Market Value and
Assessed Value of the given item of property.  Under state tax
laws generally, upon receiving these notices, individuals have an
opportunity to contest both the Market Value and Assessed Value
as determined by the taxing authority.

According to Mr. Tenzer, the Debtors dispute both the Market
Value and Assessed Value of the parcels of property comprising
the 2004 Untaxed Property as determined by the applicable taxing
authority.  Assessment Technologies, with the assistance of ASI,
has determined the correct Market Values and Assessed Values for
parcels of property comprising the 2004 Untaxed Property.
Assessment Technologies determined the appropriate Assessed
Values for each parcel of 2004 Untaxed Property by applying the
appropriate state's assessment ratio to the corresponding
appropriate Market Values.

A copy of the appropriate Market Values and Assessed Values, as
determined by Assessment Technologies, for the 2004 Untaxed
Property is available for free at:

     http://bankrupt.com/misc/2004_Property_Assessed_Values.pdf

The Debtors ask the Court to determine the Assessed Value for the
2004 Untaxed Property in the amounts set forth.

                       Release of Tax Liens

The Debtors further ask Judge Blackshear to rule that, upon
payment of:

   (a) the taxes on the Taxed Property, plus any applicable
       postpetition interest, at a rate to be agreed by the
       parties or determined by the Court, on secured claims,
       accruing until the applicable claims are paid;

   (b) the remaining taxes owed in respect of the King County
       Claim, plus interest, at a rate to be agreed by the
       parties or determined by the Court, accruing until the
       King County Claim is paid; and

   (c) the taxes on the 2004 Untaxed Property based on the
       Revised Assessed Values,

all of the Tax Claims and all ad valorem taxes on the Taxed
Property for the 2004 tax year will be satisfied in full, and any
and all tax liens arising from and in connection with taxes
assessed on the Taxed Property or the 2004 Untaxed Property will
be extinguished, released and satisfied.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
$1,706,761,176 in debts.  (Spiegel Bankruptcy News, Issue No. 36;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


TENET HEALTHCARE: Completes Sale of 5 Hospitals in 3 States
-----------------------------------------------------------
Tenet Healthcare Corporation (NYSE:THC) reported that several of
its subsidiaries have completed the previously announced sales of
five acute care hospitals in California, Louisiana and
Massachusetts to various buyers.

The completed transactions are:

   -- Hollywood Presbyterian Medical Center in Los Angeles,
      Calif., has been sold to the CHA Medical Group.  Net after-
      tax proceeds, including an approximately $4 million note
      from the CHA Medical Group and the liquidation of working
      capital, are estimated to be approximately $71 million.

   -- St. Charles General Hospital in New Orleans, La., has been
      sold to Preferred Continuum Care. Net after-tax proceeds,
      including the liquidation of working capital, are estimated
      to be approximately $11 million.

   -- Saint Vincent Hospital at Worcester Medical Center in
      Worcester and two-campus MetroWest Medical Center,
      consisting of Leonard Morse Hospital in Natick and
      Framingham Union Hospital in Framingham, have been sold to a
      subsidiary of Vanguard Health Systems, Inc.  Net after-tax
      proceeds, including the liquidation of working capital, are
      estimated to be approximately $169 million.

The company expects to use the proceeds of the sales for general
corporate purposes.

The five hospitals are among 27 hospitals Tenet announced it was
divesting on Jan. 28, 2004.  With this announcement, Tenet has
completed the divestiture of 18 of the 27 facilities and has
entered into definitive agreements to divest an additional four
hospitals.  Discussions and negotiations with potential buyers for
the remaining five hospitals slated for divestiture are ongoing.

                        About the Company

Tenet Healthcare Corporation -- http://www.tenethealth.com/--
through its subsidiaries, owns and operates acute care hospitals
and related health care services. Tenet's hospitals aim to provide
the best possible care to every patient who comes through their
doors, with a clear focus on quality and service.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 9, 2004,
Moody's Investors Service assigned an SGL-4 speculative grade
liquidity rating to Tenet Healthcare Corporation.  At the same
time, Moody's affirmed Tenet's existing long-term debt ratings
(senior implied at B2) and assigned a B3 rating to Tenet
Healthcare's $1 billion 9.875% senior unsecured note offering,
which was issued in June of this year.  The rating outlook is
negative.

Ratings assigned:

   * Tenet Healthcare Corporation:

      -- SGL-4 speculative grade liquidity rating;
      -- B3, 9.875% senior unsecured notes.

Ratings affirmed:

   * Tenet Healthcare Corporation:

      -- B2 senior implied;
      -- B3 issuer rating;
      -- B3 senior unsecured note ratings.


THISTLE MINING: Toronto Stock Exchange Halts Common Stock Trading
-----------------------------------------------------------------
The Toronto Stock Exchange suspended trading in Thistle Mining
Inc.'s (TSX: THT and AIM:TMG) common shares effective at the close
of trading on Dec. 31, 2004, due, in part, to the recently
announced restructuring by Thistle.  Upon completion of the
restructuring, Thistle intends to make an application to the
Toronto Stock Exchange for the re-instatement of trading of its
common shares.  However, at this time there can be no assurance
that, following the restructuring, Thistle will able to satisfy
all of the specified Toronto Stock Exchange listing requirements.
The Company's common shares continue to trade on AIM, a market
operated by the London Stock Exchange.

Thistle Mining -- http://www.thistlemining.com/-- says its goal
is to become one of the fastest gold mining growth operations in
the world.  Thistle has focused on acquiring companies with
established reserves and will not be developing green field sites.
The company operations in South Africa and Kazakhstan are in
production, while the Masbate project in the Philippines is
forecast to commence production in the latter half of 2005.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 23, 2004,
Thistle Mining Inc. (TSX: THT and AIM: TMG) intends to undertake a
restructuring of its debt and equity in accordance with a
restructuring and lock-up agreement signed Dec. 20, 2004, among
Thistle, Meridian Capital Limited and Meridian's affiliate,
Thistle Holdings Limited.

The proposed restructuring will result, upon implementation, in
the following percentages of all the issued shares of Thistle
being held as follows:

   -- 70% Meridian Capital Limited;

   -- 25% Holders of secured and certain unsecured convertible
      loan notes; and

   -- 5% Affected unsecured creditors and existing shareholders
      of Thistle Mining Inc.

The existing equity issued by Thistle will be cancelled.  The 5%
of new equity to be issued by Thistle to its affected unsecured
creditors and its existing shareholders upon implementation will
be allocated between them in a manner to be determined by Meridian
Capital Limited.  The percentage of shares to be received by the
existing shareholders will depend on the amount of claims by
Thistle's affected unsecured creditors.

Upon implementation, Thistle will be indebted to Meridian in the
principal amount of US$ 20 million (and in the additional
principal amounts loaned by Meridian to any subsidiary of Thistle
after Dec. 16, 2004 and before the date of the initial CCAA
Order).  The amount will include the principal amount of Cdn
$3,930,000 loaned by Meridian to a subsidiary of Thistle on
Dec. 20, 2004.

Holders of a significant principal amount of Thistle's secured
convertible loan notes are in support of the plan.

Thistle is confident that the proposed plan will enable the
Company to restructure in a manner, which will be beneficial to
Thistle and its creditors.


TRICN INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: TriCN, Inc.
        164 Townsend Street, Suite 10
        San Francisco, California 94107

Bankruptcy Case No.: 04-33651

Type of Business: The Debtor develops intellectual property (IP)
                  for high-speed semiconductor interface
                  technology.  See http://www.tricn.com/

Chapter 11 Petition Date: December 30, 2004

Court: Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Eric A. Nyberg, Esq.
                  Kornfield, Paul and Nyberg
                  1999 Harrison Street #2675
                  Oakland, CA 94612
                  Tel: 510-763-1000

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Trinity Ventures              Bridge loan               $284,113
3000 Sandhill Rd.
Menlo Park, CA 94025

Cadence Design Systems        Software License          $275,000
Dept. CH 10585
Palatine, IL 60055

Rocket Ventures               Bridge loan               $155,715
2000 Sandhill Rd.
Bldg. 7, Suite 170
Menlo Park, CA 94025

TreeHouse Design, Inc.        Vendor Services           $135,160

Fitzgerald, Abbot and         Vendor Services            $91,876
Beardsley LLP                 - Legal

Mentor Graphics               Software Maintenance       $35,261

The Logicworks                Sales Commission           $28,712

Broadview, a Division of      Vendor Services            $25,000
Jefferies

Ireland San Filippo           Vendor Services            $22,567
                              - Accounting

City & County of San          Unpaid payroll taxes       $20,000
Francisco

Russo and Hale                Vendor Services -          $15,749
                              Legal

STATS                         Vendor Services            $10,170

Amos Technologies             Sales Commission           $8,750

Amkor Technology              Vendor Services            $6,900

Salesforce.com                Software License           $6,264

Productivity Card Services    Credit Card                $6,238

HellerEhrman                  Vendor Services -          $5,000
                              Legal

DesignCon                     Tradeshow                  $3,100

PCI-SIG                       Membership Dues            $3,000

ESilicon                      Reimbursement              $2,790


UAL CORP: Sec. 1113(c) Conference Slated for Friday
---------------------------------------------------
The Section 1113(c) Hearing will commence at 9:30 a.m. on
January 10, 2005, and continue on January 11 at 10:30 a.m.,
January 12 at 2:00 p.m., January 13 at 10:30 a.m. and January 14
at 9:30 a.m.  Any further necessary hearings will be set in
accordance with the Court's schedule.  Judge Wedoff will rule on
the Section 1113(c) Motion by the January 21, 2005 Omnibus
Hearing.

As previously reported, James H.M. Sprayregen, Esq., at Kirkland &
Ellis, in Chicago, Illinois, tells Judge Wedoff that the Debtors
need additional labor cost savings before exiting bankruptcy,
above and beyond savings from pension plan termination.  Low
yields and sharply higher fuel costs have accelerated the deadline
for realizing cost savings.  To maintain adequate cash balances,
satisfy DIP covenants and procure exit financing, the Debtors must
have these labor cost savings by mid-January 2005.

As reported in the Troubled Company Reporter yesterday, the
Pension Benefit Guaranty Corporation is moving to assume
responsibility for the pensions of more than 14,000 active and
retired pilots at United Airlines.  Participants in the company's
other pension plans are unaffected.  Dec. 30's action follows the
agreement the pilots union entered into with the company on
Dec. 17 regarding the termination of the defined benefit plan in
exchange for other benefits and considerations.

"The PBGC will protect the pension benefits of United Airlines'
pilots up to the limits set by law," said Executive Director
Bradley D. Belt.  "Retirees will continue to receive monthly
benefit checks without interruption, and other pilots will receive
benefits when they retire."

The United Airlines Pilot Defined Benefit Pension Plan is
49 percent funded on a termination basis, with $2.8 billion in
assets to cover $5.7 billion in benefit liabilities, according to
PBGC estimates.  Of the $2.9 billion in underfunding, the PBGC
expects to be liable for approximately $1.4 billion in guaranteed
benefits, making the United pilots plan the third-largest claim in
the history of the insurance program.

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)


UAL CORPORATION: Files 9th Reorganization Status Report
-------------------------------------------------------
UAL Corporation and its debtor-affiliates' focus has been on the
Section 1113 negotiations with its unions.  By mid to late January
2005, the Debtors expect to complete the Section 1113 process --
either through consensual agreement or Court ruling.  Once the
Section 1113 process has concluded, the Debtors will focus on
bankruptcy exit and seek a further extension of exclusivity.

The Debtors are close to finalizing their business plan.  Bridge
Associates, LLC has completed its review of the business plan and
has declared the plan feasible, subject to certain caveats.  Once
completed, the Debtors and their Exit Financing Subcommittee will
present the business plan to the capital markets to procure exit
financing.  In anticipation, the Debtors have begun reaching out
to potential exit lenders.

The Debtors and Indenture Trustees had reached an agreement to
settle their claims in the Chicago-O'Hare Airport municipal bond
recharacterization adversary proceeding, subject to bondholder
approval.  However, the Indenture Trustees for two bond issues
were instructed by their holders not to proceed with the
settlement, which since has been terminated.

The Debtors are trying to facilitate intercreditor discussions
and reconstitute the proposed settlement to resolve the
outstanding objections.  In the absence of an imminent
settlement, the Debtors will ask the Court to rule on the long-
pending motions for judgment on the pleadings and summary
judgment pending in the recharacterization adversary proceeding.
Further delay on these matters will negatively impact the
reorganization efforts.  To emerge from bankruptcy, the Debtors
must know the extent of their obligations under the Special
Facility Agreements and the Airport Use Agreement.

The Debtors have filed approximately 200 preference actions and
27 other actions to avoid statutory liens under Section 545 of
the Bankruptcy Code.  The Debtors hope to resolve these actions
through mediation, rather than protracted litigation.

To date, the Debtors have resolved 536 preference claims.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No.71; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


US AIRWAYS: Pegasus Aviation Presses for Adequate Protection
------------------------------------------------------------
Pegasus Aviation and its affiliate Pacific AirCorp 24554, Inc.,
ask the U.S. Bankruptcy Court for the Eastern District of Virginia
to require US Airways, Inc., and its debtor-affiliates to provide
adequate protection for its aircraft.

Pacific AirCorp 24554, Inc., owns a Boeing 737-400 with Tail No.
N432US, that is leased to the Debtors for $90,000 per month.

The airframe, engines, appliances, spare parts, records and
documents, which are subject of the Lease, constitute property
under Section 1110(a)(3) of the Bankruptcy Code.  On
Nov. 10, 2004, the Debtors made a unilateral Section 1110
agreement to fully perform under the Lease, but failed to pay
interest and past due rent.  Thus, the Debtors did not cure the
monthly basic rent defaults in full.  Pegasus and the Debtors are
currently in dispute over the cure amount.

William J. Rochelle, III, Esq., at Fulbright & Jaworski, in New
York City, says the Court should, as adequate protection, require
the Debtors to pay Pegasus a monthly amount sufficient to fund
"maintenance reserves" for the airframe, engines, landing gear and
Auxiliary Power Unit maintenance.  This will allow Pegasus to pay
for the necessary system, structural checks and overhauls so the
Debtors can continue to use the aircraft.

In the alternative, Pegasus asks the Court to lift the automatic
stay so it may terminate the Lease and repossess the Aircraft.

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)


USGEN: Dominion Closes Three Northeast Power Station Purchases
--------------------------------------------------------------
Dominion (NYSE: D), one of the nation's largest producers of
energy, closed on its purchase of three Northeast power stations
from USGen New England, Inc., effective Jan. 1, increasing its
electricity-generating portfolio by 10 percent to about 28,340
megawatts.

The $642-million acquisition was part of a bankruptcy court-
supervised divestiture of USGen New England's fossil assets.

Dominion purchases include:

   -- the 1,599-megawatt coal- and oil-fired Brayton Point Station
      in Somerset, Mass.;

   -- the 745-megawatt coal- and oil-fired Salem Harbor Station in
      Salem, Mass.; and

   -- the 495-megawatt, natural gas-fired Manchester Street
      Station in Providence, R.I.

About 60 percent of the combined output from the three stations is
being sold under contracts to various buyers, with the balance
being sold into the NEPOOL wholesale market.

Dominion did not acquire any of the facilities' debt in the
transaction and plans to finance the acquisition with a
combination of debt and equity that will be balance sheet neutral.
The equity associated with the acquisition was part of the forward
sale of equity completed last September.  Dominion expects the
transaction to be accretive immediately.

Dominion is one of the nation's largest producers of energy, with
an energy portfolio of about 28,340 megawatts of generation, 6.4
trillion cubic feet equivalent of proved natural gas reserves and
7,900 miles of natural gas transmission pipeline.  Dominion also
operates the nation's largest underground natural gas storage
system with more than 960 billion cubic feet of storage capacity
and serves retail energy customers in eight states.  For more
information about Dominion, visit the company's Web site at
http://www.dom.com/

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


VENTURE HOLDINGS: DIP Facility Expires on January 28
----------------------------------------------------
Venture Holdings Company and its debtor-affiliates borrowed funds
that are critical for their continuing operations and
restructuring efforts under:

     (i) a Senior Postpetition Credit Agreement by and among
         Venture Holdings Company LLC as Borrower, and the
         remaining Debtors as Guarantors, the lenders, Bank One,
         NA as Issuer, and Black Diamond Commercial Finance, LLC
         as Administrative Agent, and

    (ii) an Amended and Restated Postpetition Credit Agreement by
         and among Venture Holdings Company LLC as Borrower, and
         the remaining Debtors as Guarantors, the lenders, Bank
         One, NA as Issuer, and Black Diamond Commercial Finance,
         L.L.C. as Administrative Agent.

The aggregate financing commitments under the DIP Facilities total
$75.0 million.  The DIP Facilities were scheduled to expire as of
December 31, 2004.

On December 30, 2004, the United States Bankruptcy Court for the
Eastern District of Michigan entered an order granting the
Debtors' motion to amend the DIP Facilities.  Pursuant to the
amendment approved by the Court, the expiration date of the DIP
Facilities has been extended through January 28, 2005.

Venture Holdings Company is a worldwide manufacturer and supplier
of automotive components and systems.  The company and its
debtor-affiliates filed for chapter 11 protection (Bankr. E.D.
Mich. Case No. 03-48939) on March 28, 2003.  Judy A. O'Neill,
Esq., at Foley & Lardner LLP, represent the Debtors in their
restructuring efforts.


VERESTAR INC: Court Adjourns Disclosure Statement Hearing Sine Die
------------------------------------------------------------------
The Honorable Allan L. Gropper of U.S. Bankruptcy Court for the
Southern District of New York adjourned the December 7, 2004,
confirmation hearing for the Amended Disclosure Statement
explaining the Joint Consolidated Liquidating Plan of
Reorganization filed by Verestar Inc., and its debtor-affiliates.

The Debtors filed their first Disclosure Statement and Joint Plan
on September 29, 2004.  The Debtors filed their Amended Disclosure
Statement on December 3, 2004.

Judge Gropper adjourned the Dec. 7 hearing when representatives
from the Debtors, the Committee of Unsecured Creditors and
American Tower Corporation who attended the hearing, agreed to an
adjournment due to the pending motions of America Tower before the
Court.

The Court has yet to set a schedule for the next confirmation
hearing for the Debtors' Amended Disclosure Statement.

American Tower, one of the largest creditors of the Debtors with a
claim of approximately $535 million, has two pending motions to
the Court, objecting to the approval of the Debtors' first
Disclosure Statement, and to the motion of the Debtors for a
fourth extension of their exclusive periods to file a Plan and
accept solicitations for that Plan.

As reported in the Troubled Company Reporter on November 8, 2004,
American Tower tells the Court that approving the Disclosure
Statement will be useless since Verestar's underlying Plan is not
confirmable.

American Tower explains that it intends to vote to reject the Plan
because it fails to provide sufficient information on the
treatment of it's $535 million claim against Verestar.  Being
Verestar's largest creditor, the Plan will not be confirmed
without American Tower's affirmative vote.

The Amended Disclosure Statement states that a Liquidation Trust
will be established for the benefit of holders of Allowed Claims.
The Plan provides for the Debtors and the Committee to jointly
designate a Plan Administrator who will administer and manage the
wind-down of the Debtors' affairs, make all distributions required
under the Plan, and prosecute and settle litigations and claims.

The Plan groups claims and interest into six classes and provide
for these recoveries:

   a) Class 1 claims consisting of Allowed Other Secured Claims
      will be paid in full on or after the Effective Date;

   b) Class 2 claims consisting of the SkyTerra Secured Claims
      will be paid in full on the Initial Distribution Date;

   c) Class 3 claims consisting of Allowed Priority Claims will be
      paid in full after the Effective Date;

   d) Class 4 claims consisting of Allowed General Unsecured
      Claims will receive its Pro Rata Share of available cash
      after the Effective Date; and

   e) Class 5 and Class 6 claims consisting respectively of
      Allowed Subordinated Claims and Interests Holders will not
      receive any distribution of any kind under the Plan on
      account of those claims and interests.

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

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

Headquartered in Fairfax, Virginia, Verestar, Inc., --
http://www.verestar.com/-- is a provider of satellite and
terrestrial-based network communication services.  The Company and
two of its affiliates filed for chapter 11 protection on
December 22, 2003 (Bankr. S.D.N.Y. Case No. 03-18077).  Matthew
Allen Feldman, Esq., at Willkie Farr & Gallagher LLP represents
the Debtors.  When the Company filed for protection from its
creditors, it listed assets and debts of more than $100 million
each.


W.R. GRACE: Sealed Air & Cryovac Object to Disclosure Statement
---------------------------------------------------------------
As previously reported, Sealed Air Corporation, Cryovac, Inc., the
Asbestos Property Damage Claimants Committee and the Asbestos
Personal Injury Claimants Committee appointed in the chapter 11
cases of W.R. Grace & Co., and its debtor-affiliates are parties
to a settlement agreement, which resolves the putative successor
liability and fraudulent conveyance claims alleged against the
Sealed Air Companies.

Under the terms of the Sealed Air Settlement Agreement, Cryovac
would make payments worth approximately $1 billion upon entry of a
final order confirming a Chapter 11 plan in the Debtors' cases --
which plan and confirmation Order must be consistent with the
terms of the Sealed Air Settlement Agreement:

    (i) $512.5 million in cash, plus interest thereon from
        December 21, 2002 until the Plan's effective date at a
        rate of 5.5% per annum compounded annually, and

   (ii) 9 million shares of Sealed Air common stock.

Due to a stay imposed in connection with proceedings seeking to
have Judge Wolin removed from the Debtors' Chapter 11 cases, no
objection deadline or hearing date has ever been set for the
Sealed Air Settlement Motion, and it remains pending before the
District Court.

Although the Debtors had participated in negotiations to determine
whether they would become parties to the Sealed Air Settlement
Agreement, those negotiations were not successful and the Debtors
are not signatories to that agreement.

Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in Wilmington, Delaware, notes that the Sealed Air Settlement
Payment is clearly the cornerstone of the Debtors' Proposed Plan
of Reorganization because it provides for -- and relies on -- the
Sealed Air Settlement Payment into a Section 524(g) asbestos trust
to fund the Asbestos PI-SE Class Fund, the Asbestos PD Class Fund,
and the Asbestos Trust Expenses Fund, all of which are to be
established by the Proposed Plan.

The Debtors' own Section 524(g) trust fund payments will only be
used to the extent that the Sealed Air Settlement Payment is
insufficient to fund the various asbestos trust funds.

The Debtors nevertheless have indicated they have certain "issues"
with some provisions of the Sealed Air Settlement Agreement and
propose to seek certain modifications.

According to Mr. Chehi, the Debtors fail to disclose that most of
these "issues" were previously proposed by the Debtors and
rejected by the Sealed Air Companies when Debtors participated in
negotiations leading up to the Sealed Air Settlement Agreement.
Evidently, Mr. Chehi says, the Debtors are now attempting to gain
through the Proposed Plan what they were previously unable to
obtain through negotiation.

The Sealed Air Companies do not intend to consent to the
modifications to the Sealed Air Settlement Agreement that the
Debtors seek.

In sum, Mr. Chehi asserts, the Proposed Plan is materially
inconsistent with the Sealed Air Settlement Agreement because the
Proposed Plan includes terms that conflict directly with the
Sealed Air Settlement Agreement or ignores obligations of the
Debtors that are specifically required by the Sealed Air
Settlement Agreement.

Accordingly, unless the Sealed Air Settlement Agreement is
approved in the form presented in the Sealed Air Settlement Motion
and unless the conditions and the Debtors' obligations outlined in
the Sealed Air Settlement Agreement are incorporated into the
Proposed Plan, the Sealed Air Settlement Payment will not be
required to be made -- and will not be made.  "In these
circumstances, the Proposed Plan is illusory, non-confirmable, and
not feasible," Mr. Chehi says.

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


W.R. GRACE: Fresenius Complains Disclosure Statement is Ambiguous
-----------------------------------------------------------------
Daniel B. Butz, Esq., at Morris, Nichols, Arsht & Tunnell, in
Wilmington, Delaware, recounts that on June 25, 2003, the United
States District Court for the District of Delaware approved a
settlement agreement by and among the Official Committee of
Asbestos Property Damage Claimants and the Official Committee of
Asbestos Personal Injury Claimants appointed in the chapter 11
cases of W.R. Grace & Co., and its debtor-affiliates, the Debtors,
and Fresenius Medical Care Holdings, Inc., and National Medical
Care, Inc.

Fresenius believes that both the Plan of Reorganization and the
Disclosure Statement reflect a good faith effort by the Debtors to
implement and describe the rights and obligations of the Debtors
and the other Settling Parties under the Fresenius Settlement
Agreement and the Fresenius Settlement Order.  In general,
Fresenius does not object to the Court approving the Disclosure
Statement.

However, Mr. Butz complains, the Debtors' Disclosure Statement
fails to provide "adequate information" as required by Section
1125 of the Bankruptcy Code concerning the Plan's proposed
treatment of the rights and claims of Fresenius and the
corresponding obligations of the Debtors and other Settling
Parties under the Fresenius Settlement Agreement and the Fresenius
Settlement Order.  Specifically:

    (1) the Disclosure Statement and the Plan are ambiguous
        regarding the treatment provided to any tax-related claims
        held by Fresenius, including whether the Debtors intend to
        treat any tax-related claims held by Fresenius in
        accordance with the proposed treatment of Priority Tax
        Claims, and the Disclosure Statement fails to adequately
        inform creditors and other parties in interest relying on
        the Disclosure Statement that the Plan's proposed
        treatment of Priority Tax Claims in Section 2.3 of the
        Plan may not be consistent with the Debtors' obligations
        pursuant to the Fresenius Settlement Agreement and
        Fresenius Settlement Order;

    (2) the Disclosure Statement and the Plan are ambiguous
        regarding the issuance and implementation of the
        injunctions, releases, and indemnifications under Sections
        524(g), 105(a), and otherwise provided by the Plan to
        protect Fresenius and its affiliates, and the Disclosure
        Statement fails to adequately inform creditors and other
        parties in interest that the Plan's proposed issuance and
        implementation of various injunctions and releases may not
        be consistent with the Debtors' obligations pursuant to
        the Fresenius Settlement Agreement and Fresenius
        Settlement Order;

    (3) the Disclosure Statement fails to provide adequate
        information concerning the dismissal of certain actions
        identified in the Fresenius Settlement Agreement; and

    (4) the Disclosure Statement may fail to provide adequate
        information concerning other material terms of the
        Fresenius Settlement Agreement and Fresenius Settlement
        Order.

To remedy Fresenius' problems with the adequacy of the Debtors'
disclosures, Mr. Butz asserts, the Court should require that the
Debtors amend their Plan and Disclosure Statement in order to
eliminate any ambiguities and provide adequate information
regarding the treatment of the Fresenius Settlement Agreement and
the Fresenius Settlement Order.  Therefore, Fresenius proposes to
the Court certain modifications and changes to the Disclosure
Statement, and to the extent necessary, the Plan, so that they
more accurately and completely reflect the obligations of the
Settling Parties under the Fresenius Settlement Agreement.

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


W.R. GRACE: Asbestos PI Committee Blasts Disclosure Statement
-------------------------------------------------------------
The linchpin of W.R. Grace & Co., and its debtor-affiliates'
chapter 11 plan is their stunning assertion that asbestos
creditors will not be entitled to vote at all, Mark T. Hurford,
Esq., at Campbell & Levine, LLC, in Wilmington, Delaware, says.
The Plan proposes to divide asbestos creditors into three classes.
Class 6 would comprise asbestos personal injury claimants who, as
of the Petition Date, were "symptomatic" -- Asbestos PI-SE Claims.
Class 7 would comprise asbestos personal injury claimants who, as
of the Petition Date, were "asymptomatic" -- Asbestos PI-AO
Claims.  Class 8 would comprise all asbestos property damage
claimants -- Asbestos PD Claims.

According to the Debtors, all three classes of asbestos creditors
will be paid in full because an estimation will be conducted to
determine the aggregate value of their claims, and assets
assertedly of equal value will be placed in the Asbestos Trust to
pay all allowed claims in full as they arise and are resolved.  On
the basis of that premise, the Debtors contend that all three
classes of asbestos creditors will be "unimpaired" and will
therefore be conclusively presumed to have accepted the Plan and,
accordingly, will have no right to vote.

The Official Committee of Asbestos Personal Injury Claimants
argues that the Debtors' contention is wrong for two distinct
reasons:

    (1) Both classes of Asbestos PI Claimants would clearly be
        "impaired" under the Plan, and their acceptances to the
        Plan must accordingly be solicited under Sections 1125 and
        1126(c) of the Bankruptcy Code; and

    (2) Whether or not Asbestos Claimants are afforded the right
        to vote under Section 1126(c), their vote is affirmatively
        required under Section 524(g), compliance with which the
        Plan requires as a condition precedent to confirmation.

The Asbestos PI Committee asks the Court to disapprove the
Debtors' Disclosure Statement.

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


YELLOW ROADWAY: Completes Exchange Offers for Sr. Notes due 2023
----------------------------------------------------------------
Yellow Roadway Corporation (Nasdaq: YELL) completed the previously
announced offers pursuant to which holders of its:

   -- 5.0% Contingent Convertible Senior Notes due 2023 and
   -- 3.375% Contingent Convertible Senior Notes due 2023

could exchange their Existing Notes for an equal amount of the
company's new 5.0% Net Share Settled Contingent Convertible Senior
Notes due 2023 and 3.375% Net Share Settled Contingent Convertible
Senior Notes due 2023, respectively.  The exchange offers expired
at 12:01 a.m., New York City time, on Dec. 29, 2004.

The notes validly and timely tendered in exchange for an equal
principal amount of the New Notes were:

   -- $247.65 million aggregate principal amount of the
      $250 million of 5.0% Contingent Convertible Senior Notes due
      2023 outstanding; and

   -- $144.62 million aggregate principal amount of the
      $150 million of 3.375% Contingent Convertible Senior Notes
      due 2023 outstanding, representing 99.06 percent and 96.41
      percent.

All Existing Notes that were properly tendered were accepted for
exchange.  The New Notes contain a net share settlement feature
that, upon conversion, provides for the principal amount of the
New Notes to be settled in cash and the excess value to be settled
in common stock, as well as an additional change in control
feature.  The exchange offers were made pursuant to the company's
prospectus dated Dec. 17, 2004, which includes full details of the
terms and conditions of the exchange offers.

Credit Suisse First Boston acted as dealer manager and Morrow &
Co., Inc. was the information agent for the exchange offers.

This news release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any state in which such offer, solicitation or
sale would be unlawful prior to registration or qualification
under the securities laws of any such state.

                       About the Company

Yellow Roadway Corporation is one of the largest transportation
service providers in the world.  Through its subsidiaries
including Yellow Transportation, Roadway Express, New Penn Motor
Express, Reimer Express, Meridian IQ and Yellow Roadway
Technologies, Yellow Roadway provides a wide range of asset and
non-asset-based transportation services integrated by technology.
The portfolio of brands provided through Yellow Roadway
Corporation subsidiaries represents a comprehensive array of
services for the shipment of industrial, commercial and retail
goods domestically and internationally.  Headquartered in Overland
Park, Kansas, Yellow Roadway Corporation employs over 50,000
people.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 15, 2004,
Moody's Investors Service assigned a Ba1 rating to Yellow Roadway
Corporation's $500 million unsecured revolving credit facility due
2009.  Concurrently, Moody's upgraded the company's senior
unsecured and issuer ratings to Ba1, affirmed the senior implied
at Ba1, and withdrew the senior secured rating.  The rating
outlook remains positive.

The rating actions reflect the change in relative priority of
claim among creditors in Yellow Roadway's capital structure as a
result of the replacement of an existing secured bank credit
facility with a new unsecured facility.  With all of the company's
debt now unsecured, Moody's upgraded the senior unsecured and
issuer ratings to the senior implied rating of Ba1.


YUKOS OIL: Deutsche Bank Attacks U.S. Jurisdiction of Bankruptcy
----------------------------------------------------------------
A German bank, which lost millions of dollars in commissions when
Yukos Oil filed for chapter 11 bankruptcy, wants Yukos' bankruptcy
case tossed out of the U.S. Court system.

Deutsche Bank, which along with ABN Amro and Dresdner Kleinwort
Wasserstein had intended to finance a US$10 billion to US$13
billion bid by Gazprom for Yukos' main asset, urges the Houston
court to dismiss the case outright.  Filed Tuesday last week, the
motion argues that Yukos owns no real or personal property in
Houston and conducts no business operations in the area.

"This blatant attempt to artificially manufacture a basis for
jurisdiction constitutes cause to dismiss this case," the motion
states.

In its petition on December 14, Yukos argued that the Texas court
had jurisdiction over its bankruptcy because its chief financial
officer, Bruce K. Misamore, was conducting company business from
his home in Houston.  Proof of this is Yukos' US$7 million in two
Houston bank accounts to cover legal fees and Mr. Misamore's
costs.

Mr. Misamore was on a business trip in London late November when
Russian authorities ordered the arrest of several Yukos
executives.  This prompted him to proceed to the U.S. where he has
a residence in Texas.

In an interview with the Associated Press recently, Mike Lake, a
spokesman for Yukos' lawyers, said the company remained confident
the jurisdiction of the chapter 11 case was proper.

Judge Letitia Z. Clark accepted Yukos petition and granted an
emergency injunction to block the auction of Yuganskneftegas on
December 16.  The injunction, which was later upheld by U.S.
District Court Judge Nancy Atlas when Gazprom appealed, scuttled
Deutsche Bank's financing plan.

The bank suggests the European Court or an international
arbitration tribunal are appropriate fora to entertain Yukos'
complaints.

A copy of the motion to dismiss is available for a fee at:

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

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.


* Dechert LLP Welcomes 67 Lawyers from Swidler Berlin's 2 Offices
-----------------------------------------------------------------
Dechert LLP is the new professional home of 57 lawyers from the
New York office of Swidler Berlin Shereff Friedman and eight
lawyers from Swidler's Washington office, disclosed Barton J.
Winokur, Chair of Dechert.

The New York lawyers will join forces with Dechert's strong white
collar and corporate investigations, securities litigation and
enforcement, mergers and acquisitions and private equity
practices.  The Washington lawyers will join Dechert's top-ranked
antitrust and white collar practices.

"Dechert is a leading player in the financial services sector and
our new colleagues in New York cement that standing," Mr. Winokur
stated. "The addition of this extraordinary group is a major step
in our strategy to expand our portfolio of world class practices,
especially in New York.  In the antitrust area, we're now joined
by one of the leading antitrust merger teams in the United States.
We believe that there is now no firm in the country better
equipped to handle matters of the utmost importance to clients in
these areas of practice."

Most of the lawyers joining Dechert from Swidler's New York office
were earlier with Shereff Friedman Hoffman & Goodman, a firm that
merged with Washington's Swidler Berlin six years ago.

"If we could have designed a firm that would fit best with our
practice, Dechert would be it," said Martin Nussbaum, a new
Dechert partner formerly in Swidler's New York office.  "Dechert
already has a major national and international platform.  We share
a common strategy of creating top tier core practices in key areas
in which Dechert already has great strength."  He added, "At a
time when there has been a dramatic increase in government
scrutiny of businesses and every investigation creates the risk of
criminal prosecution, SEC, state and NASD enforcement, securities
class actions and collateral litigation, clients want firms that
can handle problems from beginning to end.  That's the team we've
put together by joining Dechert."

Robert Katz, formerly general counsel and now a senior director of
the Goldman Sachs Group, Inc., said that the teaming up of this
group of lawyers is a terrific idea: "the sum is greater than the
parts, and the parts were already great."

Commenting on the combination, Richard D. Weinberg, First Vice
President and Assistant General Counsel of Merrill Lynch, and a
client of the former Swidler attorneys, said "They are wonderful
lawyers who are great problem solvers and skilled trial lawyers.
Their work for Merrill always has been outstanding.  This is a
great achievement for Dechert, and I am quite pleased."

With the addition of the former Swidler attorneys, Dechert now has
more than 760 lawyers worldwide, including 170 in New York.

New partners joining Dechert are:

   * New York:

      -- Gerald Adler - corporate, M&A, private equity

      -- Richard D. Belford - employee benefits, tax

      -- Joseph F. Donley - securities and commercial litigation

      -- Adam M. Fox - M&A

      -- Robert M. Friedman - corporate, M&A, private equity

      -- Richard A. Goldberg - corporate, M&A

      -- Jeffry S. Hoffman - private equity, investment management

      -- Shalom Jacob - bankruptcy

      -- Les Jacobowitz - real estate and structured finance

      -- Nicolle L Jacoby - white collar and commercial
         litigation, corporate investigations

      -- David S. Hoffner - white collar and securities
         litigation, corporate investigations

      -- Robert J. Jossen - white collar, securities and
         commercial litigation, corporate investigations, legal
         ethics

      -- Andrew J. Levander - white collar, securities and
         commercial litigation, corporate investigations

      -- Gary J. Mennitt - securities and commercial litigation

      -- James H. Nix - tax, ERISA, investment management

      -- Martin Nussbaum - corporate, M&A

      -- Kevin J. O'Brien - white collar and commercial
         litigation, corporate investigations

      -- Guy Petrillo - white collar, securities and commercial
         litigation, corporate investigations

      -- Benjamin E. Rosenberg - white collar, securities and
         commercial litigation, corporate investigations

      -- David S. Rosenthal - corporate, M&A

      -- Louis M Solomon - securities and commercial litigation

      -- Shari L. Steinberg - securities and commercial litigation

      -- Claude M. Tusk - securities, commercial and employment
         litigation

      -- Charles I. Weissman - corporate, M&A

      -- Scott M. Zimmerman - corporate, M&A

   * Washington, DC:

      -- Paul T. Denis - antitrust/competition

      -- Michael D. Farber - antitrust, white collar, corporate
         investigations

With more than 760 lawyers located in 17 cities around the world,
Dechert LLP -- http://www.dechert.com/-- advises corporations and
financial institutions on corporate, transactional, regulatory,
and litigation matters.


* Cadwalader, Wickersham & Taft LLP Names Five New Partners
-----------------------------------------------------------
Cadwalader, Wickersham & Taft LLP elected:

               * Justin A. Bickle,
               * Jeffrey J. Lee,
               * Andrew J. Lucas,
               * Charles G. Roberts, and
               * Robert L. Ughetta as

Partners of the firm.

"We are pleased to welcome these outstanding attorneys to the
partnership.  They represent a cross section of our core practice
areas and a demonstration of the growth and expansion the firm is
experiencing across offices," said Robert O. Link, Jr.,
Cadwalader's Chairman.  "It is a great pleasure to congratulate
them today and we look forward to their continued success and
contributions to the firm in years to come."

These attorneys were elected Partner:

   -- Justin A. Bickle, an attorney in the London Financial
      Restructuring Department, focuses his practice on high
      yield, 'fallen angel' and event-driven debt restructurings
      and advising bondholders and distressed debt investors based
      in Europe and the United States.  He has advised high yield
      holders, hedge funds, investment banks, proprietary trading
      desks, real estate investors, mezzanine lenders and private
      equity firms in connection with numerous leverage, capital
      structure and strategic investment issues, advising on
      restructuring/insolvency regimes in the UK, Germany, Spain,
      Portugal, Luxembourg, Canada, France, Poland and the
      Netherlands.  Mr. Bickle obtained the highest Upper Second
      class Degree in Law in his year at the University of Exeter
      in 1992, completed the Law Society Finals course at Chester
      College of Law in 1993, and qualified as a solicitor in
      England and Wales in 1995.  He is a member of the Law
      Society of England and Wales and a full member of the
      Insolvency Lawyers Association.

   -- Jeffrey J. Lee, an attorney in the Charlotte Real Estate
      Finance Department, focuses his practice on real estate
      finance and workouts, negotiating, documenting and closing
      real estate financings, including construction loans and
      mezzanine loans.  He has conducted real estate loan closings
      and workouts in over 20 states, has negotiated and closed
      numerous leases with national tenants and has managed
      conduit loan programs with money center banks.  Mr. Lee has
      a Bachelor of Arts in History from Boston University in
      1970, and he earned a J.D. from the Boston University School
      of Law in 1973.  He is admitted to practice in New Jersey
      and is also a member of the Bar of the Supreme Court of the
      United States.

   -- Andrew J. Lucas, an attorney in the London Corporate/M&A
      Department, focuses his practice on a wide range of
      corporate, restructuring and refinancing matters throughout
      Europe and South-East Asia, including public and private
      company financings, mergers and acquisitions,
      reorganizations and restructurings, joint ventures, take-
      overs, initial public offerings and general corporate
      governance and regulatory matters.  Mr. Lucas graduated with
      an LLB degree from Kings College London in 1990.  He
      qualified as a solicitor in England and Wales in 1994 and as
      a solicitor in Hong Kong in 1997

   -- Charles G. Roberts, an attorney in the London Capital
      Markets Department, focuses his practice on mortgage
      securitization and has represented underwriters, issuers and
      institutional investors in numerous public and private
      offerings in both the U.S. and Europe.  He is a governor of
      the European Chapter of the Commercial Mortgage Securities
      Association -- CMSA, Chair of its Regulatory Committee in
      Europe and Chair of the International Committee of the CMSA.
      Mr. Roberts received a Bachelor of Science in Finance from
      New York University in 1987 and earned his J.D. in 1993 from
      the Hofstra University School of Law.  He is admitted to
      practice in England and the State of New York.

   -- Robert L. Ughetta, an attorney in the Charlotte Capital
      Markets Department, focuses his practice on structured
      finance, derivative products, other types of innovative
      financing and the federal securities laws.  He represents
      underwriters, credit enhancers, issuers, collateral
      managers, trustees and institutional investors in a wide
      range of matters, including the securitization of
      traditional and non-traditional assets, the creation of
      various types of swaps and derivative instruments, the
      repackaging of corporate, asset-backed and non-U.S.
      securities, and the creation of commercial paper vehicles.
      He actively practices and has extensive experience in the
      areas of warehouse conduit financing, market value swaps and
      CDOs.  Mr. Ughetta graduated from Princeton University in
      1989 and received his J.D., cum laude, from Albany law
      School of Union University in 1993.  He is admitted to
      practice in the State of New York.

Cadwalader, Wickersham & Taft LLP -- http://www.cadwalader.com/--
established in 1792, is one of the world's leading international
law firms, with offices in New York, Charlotte, Washington and
London.  Cadwalader serves a diverse client base, including many
of the world's top financial institutions, undertaking business in
more than 50 countries in six continents.  The firm offers legal
expertise in securitization, structured finance, mergers and
acquisitions, corporate finance, real estate, environmental,
insolvency, litigation, health care, banking, project finance,
insurance and reinsurance, tax, and private client matters.


* Ralph C. Ferrara to Join LeBoeuf as Litigation Partner
--------------------------------------------------------
LeBoeuf, Lamb, Greene & MacRae, L.L.P. said Ralph C. Ferrara, one
of the nation's leading experts on securities litigation, will
join the firm as a partner in its litigation practice effective
January 1, 2005.  He will be based in LeBoeuf's Washington, DC,
office.

LeBoeuf Chairman Steven H. Davis said, "LeBoeuf is delighted and
proud that a lawyer of Ralph Ferrara's stature in securities
litigation is joining our firm, especially at a time when so many
companies and industries across the country are facing complex
securities-related business and legal issues.

"Ralph will further expand LeBoeuf's litigation practice, greatly
enhance our capabilities in securities regulation and enforcement
and class-action litigation, and bolster our presence in
Washington, DC," said Mr. Davis. "Ralph's decision to join LeBoeuf
underscores our long-standing strategy to attract the most
accomplished and dynamic lawyers and enable them to apply their
expertise and experience to address our clients' most challenging
legal issues."

Commenting on his move to LeBoeuf, Ralph Ferrara said, "I am
excited about the opportunity to join LeBoeuf and contribute to
its talented litigation practice. Over the past several years
LeBoeuf has earned a strong reputation for the high-quality work
it has performed on many prominent situations, and I have great
respect for the deep client relationships the firm has built
across many practice areas both in the United States and in
international markets."

Mr. Ferrara is joining LeBoeuf after a 23-year career at Debevoise
& Plimpton LLP, where he served most recently as the managing
partner of the Washington, DC office and as a member of the firm's
Management Committee and its Securities Litigation Practice.
Previously, Mr. Ferrara served in a number of senior positions at
the Securities and Exchange Commission, including serving as
General Counsel.

While at Debevoise & Plimpton, Mr. Ferrara advised a number of
prominent companies, including Dollar General, Global Crossing,
MicroStrategy, Royal Dutch Shell, Waste Management and Yukos.

Mr. Ferrara is a prolific author who has written treatises,
monographs and articles on securities regulation and litigation
for a number of influential publications, including The National
Law Journal, American Business Law Journal, Securities Litigation
& Regulation, International Financial Law Review, The Review of
Securities & Commodities Regulation, and International Securities
Regulation Report.  He has also served as a member of many
professional and business associations, including the New York
Stock Exchange Legal Advisory Committee, the Federal Bar
Association, the American Bar Association, the Center for Public
Resources, the University of Cincinnati College of Law Board of
Visitors, the Practicing Law Institute, and the Council of the
Securities Law Advisory Committee.

Over the course of his career, Mr. Ferrara has argued on five
occasions before the United States Supreme Court, including the
precedent setting Aaron v. Securities and Exchange Commission, 444
U.S. 902 (1980) and Steadman v Securities and Exchange Commission,
450 U.S. 91 (1981).  Mr. Ferrara has also appeared in each of the
Federal Circuit Courts of Appeal and represented clients in state
and federal courts across the country.

Mr. Ferrara is admitted to the bar in the District of Columbia
(1970), New York (1982), Florida (1990) and Colorado (1993).  He
is also admitted to appear before the U.S. Supreme Court, the U.S.
Courts of Appeal in the Fourth, Fifth, Tenth and D.C. Circuits and
the D.C. Superior Court.  He is listed in the London Registry of
Foreign Lawyers 1997, and has London Affiliate Status Membership
(1997).

Mr. Ferrara received B.S. and B.A. degrees from Georgetown
University in 1967, a J.D. from the University of Cincinnati
College of Law in 1970 and an LL.M. summa cum laude from George
Washington National Law Center in 1972.

            About LeBoeuf, Lamb, Greene & MacRae, L.L.P.

LeBoeuf, Lamb, Greene & MacRae, L.L.P. has more than 600 lawyers
practicing in 22 offices worldwide. Well known as one of the
preeminent legal services providers to the insurance/financial
services and energy and utilities industries, the Firm has built
upon these strengths to gain prominence in corporate,
technology/intellectual property, international, taxation,
environmental, real estate, bankruptcy and litigation practices.


* 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, Dylan
Carlo Gallegos, Jazel P. Laureno, Cherry Soriano-Baaclo, Marjorie
Sabijon, Terence Patrick F. Casquejo and Peter A. Chapman,
Editors.

Copyright 2005.  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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