TCR_Public/081208.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, December 8, 2008, Vol. 12, No. 292

                             Headlines


730 BIENVILLE: Case Summary & 20 Largest Unsecured Creditors
86-92 HAMILTON: Voluntary Chapter 11 Case Summary
ABITIBI-CONSOLIDATED: S&P Cuts Sr. Unsec. Debt Rating to 'CCC-'
ABITIBIBOWATER INC: S&P Junks Corp. Credit Ratings; Outlook Neg.
ACCO BRANDS: Moody's Downgrades Corporate Family Rating to 'B1'

ADARE HOMES: Case Summary & Four Largest Unsecured Creditors
ALOHA AIRLINES: Yucaipa Cos. Units Take IP Assets for $750,000
ALPHA MEDIA: Weak Liquidity Cues Moody's to Junk Ratings
ALPHA RED: Case Summary & 20 Largest Unsecured Creditors
ARCHWAY COOKIES: Court Okays $30 Million Sale to Lance Inc.

ARCHWAY COOKIES: Kellogg Buys Mother's Cookies Brands & Recipes
ASHDOWN ROSES: Case Summary & 20 Largest Unsecured Creditors
BELDEN INC: 20% Cut on Workforce Won't Affect S&P's 'BB+' Rating
BELLAIRE-NBC: Case Summary & 2 Largest Unsecured Creditors
BENJAMIN CONSTRUCTION: Case Summary & 20 Largest Unsec. Creditors

BF SAUL: S&P Puts 'BB-' Sr. Secured Debt Rating on $250MM Notes
BLUE GENES: Case Summary & 20 Largest Unsecured Creditors
BLUE RIDGE: Case Summary & 20 Largest Unsecured Creditors
BOWATER CANADIAN: S&P Cuts Senior Unsecured Debt Rating to 'CCC-'
BOWATER INC: Debt Maturity Cues S&P to Junk Corp. Credit Rating

CAPITAL ONE: Chevy Chase Deal Won't Affect Fitch's Low-B Ratings
CARLYLE GROUP: Lays Off 10% of Staff & Closes Office
CCM MERGER: Moody's Downgrades CFR to 'B3'; Outlook Negative
CELESTINE WOLF: Case Summary & 3 Largest Unsecured Creditors
CENTURY ALUMINUM: Moody's Reviews 'Ba3' CFR for Possible Downgrade

CHARTER COMMUNICATIONS: Discloses Final Results of Notes Offering
CHARTER COMMUNICATIONS: Sept. 30 Balance Sheet Upside-Down by $8BB
CHEMOKINE THERAPEUTICS: Sends BIA Offer; Deloitte Tapped Receiver
CHESAPEAKE CORPORATION: Posts $277MM Net Loss in Last 9 Months
CHEVY CHASE: Moody's Reviews Unit's 'Ba1' Preferred Stock Rating

CHRYSLER LLC: Hires Jones Day as Attys. for Possible Bankruptcy
CIALES UNIFORMS: Case Summary & 20 Largest Unsecured Creditors
CIFG ASSURANCE: Moody's Cuts Rating on Four Cert. Classes to 'B3'
CLOROX COMPANY: EVP Sells Shares Acquired Thru Stock Option
CLOROX COMPANY: September 30 Balance Sheet Upside-Down by $370MM

COLONIAL GARDENS: Case Summary & 20 Largest Unsecured Creditors
COMFORT COMPANY: Files Reorganization Plan & Disc. Statement
COMMONWEALTH LAND: S&P Revises Counterparty Rating to R From BB-
CONFRONTATION CHURCH: Case Summary & 2 Largest Creditors
COUNTRY GARDEN: Voluntary Chapter 11 Case Summary

DEAN HEMBREE: Case Summary & 20 Largest Unsecured Creditors
DOUGLAS SAAREL: Case Summary & 20 Largest Unsecured Creditors
EL POLLO: S&P Junks Corporate Credit Rating; Outlook Negative
ELIAS NAMAN II: Case Summary & 20 Largest Unsecured Creditors
ERIC GLASSER: Case Summary & 20 Largest Unsecured Creditors

FAIRFAX FINANCIAL: Fitch BB+ Ratings Unmoved by Northbridge Offer
FINLAY FINE: Distressed Exchange of Notes Cues Moody's 'D' Rating
FINLAY ENTREPRISES: S&P Raises Corporate Credit Rating to 'CCC'
FITNESS HOLDINGS: May Use Cash Collateral Until Dec. 21, 2008
FITNESS HOLDINGS: May Employ Kibel Green as Financial Advisors

FLORIDA LAND: Case Summary & 2 Largest Unsecured Creditors
FORD MOTOR: Seeks Financial Support From Canadian Gov't
FORD MOTOR: Will Review Strategic Alternatives for Volvo Cars
FORD MOTOR: GVP Sells 8,522 Shares of Common Stock
GENERAL MOTORS: May Replace Rick Wagoner as CEO

GENERAL MOTORS: S&P Downgrades Corporate Credit Rating to 'CC'
GRAYSTONE AT WHISPERING PINES: Case Summary & 2 Largest Creditors
HAROLD'S STORES: Gets Final Approval to Use $22 Mil. WFR Facility
HAWAIIAN TELCOM: S&P Rating on Senior Facilities Tumble to 'D'
HAWAIIAN TELCOM: Wins Interim OK to Use $75MM Cash Collateral

HENDERSON SENIOR: Case Summary & 20 Largest Unsecured Creditors
HIGHER PINEY: Voluntary Chapter 11 Case Summary
HIGHLAND CREDIT: Declares $0.1 Per Share Distribution
HOME INTERIORS: Gets Go Signal to Sell Assets at Jan. 15 Auction
HUDSON CAPITAL: Voluntary Chapter 11 Case Summary

iFLOOR INC.: Case Summary & 20 Largest Unsecured Creditors
INTERFACE INC: Moody's 'B1' CFR Unaffected by Exchange Offer
INTERLINK-US: Sept. 30 Balance Sheet Upside Down by $492,976
INTERSTATE BAKERIES: Court Confirms Amended Joint Plan
INTROGEN THERAPEUTICS: NASDAQ Delists Shares on December 9

INTROGEN THERAPEUTICS: Case Summary & 20 Largest Creditors
ISLE OF CAPRI: S&P Cuts Corporate Credit Rating to 'B' From 'B+'
JAMES CANTON: Voluntary Chapter 11 Case Summary
JAMES MICHAEL: Case Summary & 17 Largest Unsecured Creditors
JOAN SOLOMONT: Voluntary Chapter 11 Case Summary

KIMBALL HILL: Will Sell All Assets, to Go Out of Business
KLEIN LLC: Case Summary & 5 Largest Unsecured Creditors
KLIO III: Moody's Puts $3.58 Mil. Notes 'Ba2' Rating on Review
LAND TITLE: S&P Withdraws 'BB-' Ratings After Merger
LANAI PROPERTIES: Voluntary Chapter 11 Case Summary

LAWYERS TITLE: S&P Changes Counterparty Rating to 'R' From 'BB-'
LEHMAN BROTHERS: Customers Have Until Jan. 30 to File SIPA Claims
LEOMINSTER BUSINESS: Case Summary & 20 Largest Unsecured Creditors
LISA MINI: Case Summary & 15 Largest Unsecured Creditors
MARK DOWNEY: Voluntary Chapter 11 Case Summary

MARSHFIELD AND SANDWICH: Voluntary Chapter 11 Case Summary
MEGA LIFT: Case Summary & 36 Largest Unsecured Creditors
MEGA LIFT: Case Summary & 36 Largest Unsecured Creditors
MERCURY COMPANIES: Panel Seeks Appointment of Chapter 11 Trustee
MERCURY COMPANIES: Seeks Court OK to Sell Plane to Global Jet Mgt.

MICHAEL HARRELSON: Voluntary Chapter 11 Case Summary
MINERVA REAL: Voluntary Chapter 11 Case Summary
MODTECH HOLDINGS: Taps Winthrop Couchot as Insolvency Counsel
MODTECH HOLDINGS: U.S. Trustee Adds 4 Members to Creditors Panel
MOHHAMAD ASSADI: Case Summary & Eight Largest Unsecured Creditors

MORGAN STANLEY: Fitch Affirms Rating on $8.4-Mil. Class J at 'B'
MT WILSON: Moody's Cuts Rating on $32 Mil. Class D Notes to 'Ba2'
NATIONAL AMUSEMENT: Viacom Will Cut 7% of Workforce
NEXSTAR FINANCE: Moody's Cuts Corporate Family Rating to 'B3'
OPEN SOLUTIONS: Weak Performance Cues Moody's to Downgrade Ratings

PALM INC: November Sales Drop Cues S&P to Junk Ratings
PC HOTELS: Case Summary & 20 Largest Unsecured Creditors
PCK HOLDINGS: Case Summary & 13 Largest Unsecured Creditors
PEERLESS SELF STORAGE: Voluntary Chapter 11 Case Summary
PFF BANCORP: Files for Chapter 11 Bankruptcy in Delaware

PFF BANCORP: Case Summary & 27 Largest Unsecured Creditors
PIAZZA SAN LORENZO: Case Summary & 20 Largest Unsecured Creditors
PINE RIDGE: Case Summary & 20 Largest Unsecured Creditors
PLCP, L.P.: Case Summary & 20 Largest Unsecured Creditors
PRINCETON COMMUNITY: S&P Raises Rating on Revenue Bonds to 'BB-'

R-GROUP INVESTMENTS: Case Summary & Largest Unsecured Creditor
RAM HOLDINGS: Moody's Downgrades Preference Share Rating to 'B2'
READER'S DIGEST: Moody's Downgrades Sr. Sub. Note Rating to 'Caa2'
RECYCLED PAPER: Moody's Confirms 'Caa3' CFR; Outlook Negative
RED OAKS: Court Converts Case to Chapter 7; Trustee Appointed

RICHARD AREA: Case Summary & Five Largest Unsecured Creditors
RIDER AUTO: Voluntary Chapter 11 Case Summary
ROADWAY LLC: S&P Cuts Corporate Credit Rating to 'CC' From 'B'
RONALD C. AKERS: Case Summary & 20 Largest Unsecured Creditors
RUDY RENDEROS: Case Summary & 12 Largest Unsecured Creditors

RYERSON INC: Moody's Junks Ratings on Notes due 2014 & 2015
SBARRO INC: S&P Junks Ratings on Revolving & Term Loans
SEARS HOLDINGS: S&P Cuts Corp. Credit Rating to BB-; Outlook Neg.
SEARS ROEBUCK: S&P Downgrades Rating to Corp. Credit Rating 'BB-'
SEARS DC: S&P Downgrades Rating to 'BB-' From 'BB'

SEARS CANADA: S&P Downgrades Rating to 'BB-'
SECURITY NATIONAL: S&P Junks Rating on Class B-1 Certificates
SEMINOLE HARD: Moody's Affirms 'B1' Ratings; Outlook Negative
SHAWN BOULET: Case Summary & 20 Largest Unsecured Creditors
SJ LAND: Taps Winthop Couchot as General Insolvency Counsel

SJ LAND: Files Schedules of Assets and Liabilities
SMART & FINAL: S&P Assigns 'B+' Issue Rating on Healthy Sales
STATE STREET: Will Lay Off 6% of Workforce to Cut Costs
STATE STREET: Workforce Reduction Has No Impact on Fitch Ratings
STAYTON SW: Case Summary & 20 Largest Unsecured Creditors

TECHSUN BUILDERS: Case Summary & Two Largest Unsecured Creditors
TITLE INSURANCE: S&P Withdraws 'BB-' Ratings After Merger
TRANSNATION TITLE: S&P Withdraws 'BB-' Ratings After Merger
TRIBUNE CO: Weighs Chapter 11, Taps Lazard & Sidley Austin
TWEETER OPCO: Court to Convert Case to Chapter 7 Liquidation

TWEETER OPCO: Engages Richards Layton as Bankruptcy Attys.
TWEETER OPCO: Seeks to Auction Off Leases to Closing Stores
US AIRWAYS: Wellington Raises Stake to 12.90%
US AIRWAYS: Gets DOT Slot Exemptions At Reagan Airport
US AIRWAYS: Judge Refuses to Block America West Pilot Layoffs

VICORP RESTAURANTS: Plan Filing Period Extended to March 2, 2009
WAMU MORTGAGE: S&P Keeps CCC Ratings on 2 Classes of Sub. Certs.
WAMU MORTGAGE: S&P Keeps 'CCC' Ratings on Three Classes of Notes
WELLSTONE: Case Summary & Three Largest Unsecured Creditors
WESTPOINT APPAREL: Voluntary Chapter 11 Case Summary

WHITE BUFFALO: Voluntary Chapter 11 Case Summary
WILLIAM STANEK: Case Summary & 20 Largest Unsecured Creditors
WOODSIDE GROUP: Court Appoints Paul Aronzon as Chapter 11 Examiner
WOODSIDE GROUP: Panel May Not File Chapter 11 vs. Zion Borrowers
YELLOW CORP: S&P Cuts Corporate Credit Rating to 'C' From 'CCC+'

YELLOW FREIGHT: S&P Cuts Corp. Credit Rating to 'C' From 'CCC+'
YRC WORLDWIDE: S&P Junks Corporate Credit Rating; Watch Negative

* Moody's Says Building Materials Industry Outlook Is Negative
* Moody's Says Outlook for Global Airline Industry Stays Negative
* S&P Junks Rating on 93 Classes After FGIC Rating Downgrade

* Federal Reserve Urges Gov't to Mull Steps to Stop Foreclosures

* BOND PRICING: For the Week of Dec. 1 - Dec. 5, 2008


                             *********

730 BIENVILLE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: 730 Bienville Partners, Ltd.
        A Partnership in Commendam
        P.O. Box 57929
        New Orleans, LA 70157

Bankruptcy Case No.: 08-12949

Chapter 11 Petition Date: December 2, 2008

Court: Eastern District of Louisiana (New Orleans)

Judge: Elizabeth W. Magner

Debtor's Counsel: Jan Marie Hayden, Esq.
                  jhayden@hellerdraper.com
                  650 Poydras Street, Suite 2500
                  New Orleans, LA 70130
                  Tel: (504) 581-9595
                  Fax: (504) 522-0949

Estimated Assets: $10,000,000 to $50,000,000

Estimated Debts: $10,000,000 to $50,000,000

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Comone Inc.                    -                 $44,546
110 Veterans Memorial Boulevard
Suite 180A
Metairie, LA 70002

Carver, Darden, Koretzky,      -                 $41,228
Tessier, Finn
1100 Poydras St., Suite 2700
New Orleans, LA 70157

Century Hotels Inc.            -                 $39,632
P.O. Box 57929
New Orleans, LA 70157

Entergy                        -                 $27,107

Royal Laundry                  -                 $23,550

Bert Leaveau Boiler &          -                 $16,308
Heating Co.

Central Parking System         -                 $14,193

Coventry Health Care of        -                 $11,704
Louisiana

Regions Equipment Finance      -                 $11,395

Sewerage & Water Board         -                 $11,143

Brister Stephens Inc.          -                 $10,391

The Derbes Law Firm, LLC       -                 $10,125

Harbor Linen                   -                 $6,947

Total Facility Services        -                 $6,267

Premier Source, Inc.           -                 $5,972

Latter & Blum Inc./Realtors    -                 $5,600

Virtual-Agent Services, Inc.   -                 $5,225

Ambassadors                    -                 $4,188

A Zulli Silver, Co.            -                 $4,024

TLC Services, Inc.             -                 $4,015

The petition was signed by Brett T. Smith, vice president of the
general partner of the company.


86-92 HAMILTON: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: 86-92 Hamilton Street Realty, LLC
        20 Sigourney Street
        Jamaica Plain, MA 02130
        Tel: (617) 304-5145

Bankruptcy Case No.: 08-19212

Type of Business: The Debtor operates a real estate company.

Chapter 11 Petition Date: December 2, 2008

Court: District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: Herbert Weinberg, Esq.
                  hweinberg@jrhwlaw.com
                  Rosenberg & Weinberg
                  805 Turnpike St., Suite. 201
                  North Andover, MA 01845
                  Tel: (978) 683-2479
                  Fax: (978) 682-3041

Estimated Assets: $500,000 to $1 million

Estimated Debts: $1 million to $10 million

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

The petition was signed by manager Dora Aja.


ABITIBI-CONSOLIDATED: S&P Cuts Sr. Unsec. Debt Rating to 'CCC-'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit ratings on Montreal-based AbitibiBowater Inc. and
its subsidiaries, Abitibi-Consolidated Inc. and Bowater Inc., two
notches to 'CCC' from 'B-'.  The outlook is negative.

At the same time, S&P lowered the senior unsecured debt ratings on
Abitibi-Consolidated, Abitibi-Consolidated Co. of Canada, Bowater,
Bowater Canada Finance Corp., and Bowater Canadian Forest Products
Inc. to 'CCC-' from 'CCC+' (one notch below the corporate credit
rating on AbitibiBowater).  The recovery ratings on each issue
remain at '5', reflecting modest (10%-30%) recovery in the event
of default.  S&P also lowered the secured debt ratings on Abitibi-
Consolidated to 'B-' from 'B+'.  The recovery ratings remain at
'1', reflecting very high (90%-100%) recovery in the event of
default.

In addition, S&P lowered the ratings on AbitibiBowater's
convertible notes to 'CCC-' from 'CCC+' and assigned a '5'
recovery rating to the notes.

"The downgrade reflects a large upcoming debt maturity and
Standard & Poor's uncertainty as to AbitibiBowater's ability to
refinance given tight credit markets, weak liquidity, high debt
level, and an expected decline in newsprint demand and prices,"
said S&P's credit analyst Jatinder Mall.  "Our key concern is the
upcoming debt maturities at Abitibi-Consolidated and Bowater as
neither company has sufficient liquidity or free cash generation
to pay down these maturities," Mr. Mall added.

Given the tight credit markets, there is heightened uncertainty
over the parent's ability to refinance these debt maturities.
Abitibi-Consolidated has a US$347 million secured 364-day loan due
March 31, 2009, and only US$206 million in liquidity, while
Bowater has a US$144 million revolver and US$248 million in bonds
due in the summer of 2009, with only US$176 million in liquidity.
In normal market conditions the companies could sell assets to
shore-up liquidity.  However, S&P believes that option is limited
given the current credit markets because a potential buyer would
also need to come up with financing.  Furthermore, the two
companies have another US$1 billion of debt maturing in 2010.

Although S&P rates Abitibi-Consolidated and Bowater separately,
the ratings are becoming more linked as AbitibBowater has begun
moving assets from these two subsidiaries to directly under it and
taking on debt to provide funds for and guarantee subsidiary
obligations.  Management's ultimate goal is to have one facility
at the parent level and provide its subsidiaries with funding as
needed.

The ratings on AbitibiBowater and its subsidiaries reflect their
participation in the declining newsprint market, a highly
leveraged capital structure, and weak cash flow generation.  In
S&P's view, these risks are partially offset by the company's
leading market position in the newsprint market and improving
profitability as a result of synergies and high-cost mill
closures.

AbitibiBowater is the largest newsprint producer in North America,
with annual capacity of about 5.3 million metric tons.  The
company also produces coated and uncoated paper, pulp, and wood
products.  It has pulp and paper, and wood product facilities in
Canada, the U.S., South Korea, and the U.K.

The negative outlook on AbitibiBowater, Abitibi-Consolidated, and
Bowater reflects S&P's uncertainty of each company's ability to
refinance large upcoming debt maturities, as well as what S&P see
as weak market conditions in 2009 for the newsprint, pulp, and
lumber business segments.  S&P would place the ratings on Abitibi-
Consolidated on CreditWatch negative in early 2009 if the
subsidiary is unable to refinance upcoming debt maturities by
February 2009.  A similar rating action would be taken on Bowater
as its debt maturity dates draw nearer.  An upgrade, although
unlikely in the near term, would require meaningful deleveraging
of the company's balance sheet and a leverage ratio of 7x.


ABITIBIBOWATER INC: S&P Junks Corp. Credit Ratings; Outlook Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit ratings on Montreal-based AbitibiBowater Inc. and
its subsidiaries, Abitibi-Consolidated Inc. and Bowater Inc., two
notches to 'CCC' from 'B-'.  The outlook is negative.

At the same time, S&P lowered the senior unsecured debt ratings on
Abitibi-Consolidated, Abitibi-Consolidated Co. of Canada, Bowater,
Bowater Canada Finance Corp., and Bowater Canadian Forest Products
Inc. to 'CCC-' from 'CCC+' (one notch below the corporate credit
rating on AbitibiBowater).  The recovery ratings on each issue
remain at '5', reflecting modest (10%-30%) recovery in the event
of default.  S&P also lowered the secured debt ratings on Abitibi-
Consolidated to 'B-' from 'B+'.  The recovery ratings remain at
'1', reflecting very high (90%-100%) recovery in the event of
default.

In addition, S&P lowered the ratings on AbitibiBowater's
convertible notes to 'CCC-' from 'CCC+' and assigned a '5'
recovery rating to the notes.

"The downgrade reflects a large upcoming debt maturity and
Standard & Poor's uncertainty as to AbitibiBowater's ability to
refinance given tight credit markets, weak liquidity, high debt
level, and an expected decline in newsprint demand and prices,"
said S&P's credit analyst Jatinder Mall.  "Our key concern is the
upcoming debt maturities at Abitibi-Consolidated and Bowater as
neither company has sufficient liquidity or free cash generation
to pay down these maturities," Mr. Mall added.

Given the tight credit markets, there is heightened uncertainty
over the parent's ability to refinance these debt maturities.
Abitibi-Consolidated has a US$347 million secured 364-day loan due
March 31, 2009, and only US$206 million in liquidity, while
Bowater has a US$144 million revolver and US$248 million in bonds
due in the summer of 2009, with only US$176 million in liquidity.
In normal market conditions the companies could sell assets to
shore-up liquidity.  However, S&P believes that option is limited
given the current credit markets because a potential buyer would
also need to come up with financing.  Furthermore, the two
companies have another US$1 billion of debt maturing in 2010.

Although S&P rates Abitibi-Consolidated and Bowater separately,
the ratings are becoming more linked as AbitibBowater has begun
moving assets from these two subsidiaries to directly under it and
taking on debt to provide funds for and guarantee subsidiary
obligations.  Management's ultimate goal is to have one facility
at the parent level and provide its subsidiaries with funding as
needed.

The ratings on AbitibiBowater and its subsidiaries reflect their
participation in the declining newsprint market, a highly
leveraged capital structure, and weak cash flow generation.  In
S&P's view, these risks are partially offset by the company's
leading market position in the newsprint market and improving
profitability as a result of synergies and high-cost mill
closures.

AbitibiBowater is the largest newsprint producer in North America,
with annual capacity of about 5.3 million metric tons.  The
company also produces coated and uncoated paper, pulp, and wood
products.  It has pulp and paper, and wood product facilities in
Canada, the U.S., South Korea, and the U.K.

The negative outlook on AbitibiBowater, Abitibi-Consolidated, and
Bowater reflects S&P's uncertainty of each company's ability to
refinance large upcoming debt maturities, as well as what S&P see
as weak market conditions in 2009 for the newsprint, pulp, and
lumber business segments.  S&P would place the ratings on Abitibi-
Consolidated on CreditWatch negative in early 2009 if the
subsidiary is unable to refinance upcoming debt maturities by
February 2009.  A similar rating action would be taken on Bowater
as its debt maturity dates draw nearer.  An upgrade, although
unlikely in the near term, would require meaningful deleveraging
of the company's balance sheet and a leverage ratio of 7x.


ACCO BRANDS: Moody's Downgrades Corporate Family Rating to 'B1'
---------------------------------------------------------------
Moody's Investors Service lowered ACCO Brands Corporation's
corporate family and probability of default ratings to B1 and
lowered its senior secured rating to Ba2 (LGD2, 27%) and senior
subordinated rating to B3 (LGD5, 87%).  In addition, Moody's left
the company's ratings under review for possible downgrade given
Moody's concerns regarding ACCO's lack of flexibility under its
current financial maintenance covenants.  The ratings are lowered
to reflect the likely revenue contraction and margin pressure as a
result of the more protracted recession and strengthening dollar.
The speculative grade liquidity rating is lowered to SGL-4 given
ACCO's challenge to maintain sufficient cushion under its current
financial covenants over the next 12 months as the economy remains
weak and the existing metrics tighten.  Moody's review will focus
primarily on the company's steps to address the covenant
constraints.

Ratings lowered and remain under review for possible downgrade:

  -- Corporate Family rating to B1 from Ba3;
  -- Probability of Default rating to B1 from Ba3
  -- Senior secured credit facilities to Ba2 from Ba1; (LGD2, 27%)
  -- Senior subordinated notes to B3 from B2; (LGD5, 87%)

This rating was lowered:

  -- Speculative grade liquidity rating, to SGL-4 from SGL-3

The LGD assessments are not under review.

The last rating action was on November 10, 2008 when Moody's
placed the ratings under review for possible downgrade and lowered
the Speculative Grade Liquidity rating to SGL-3.

ACCO Brands Corporation is a leading supplier of branded office
products, which are marketed in over 100 countries to retailers,
wholesalers, and commercial end-users.  The company reported net
sales of approximately $1.83 billion for the trailing twelve
months ended September 2008.


ADARE HOMES: Case Summary & Four Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Adare Homes Johnstown Farms, LLC
        7950 East Prentice Avenue, Suite 103
        Greenwood Village, CO 80111

Bankruptcy Case No.: 08-29290

Type of Business: The Debtor builds houses.

Chapter 11 Petition Date: December 2, 2008

Court: District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Lee M. Kutner, Esq.
                  lmk@kutnerlaw.com
                  Kutner Miller Brinen, PC
                  303 E. 17th Ave., Ste. 500
                  Denver, CO 80203
                  Tel: (303) 832-2400

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A list of the Debtor's largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/colb08-29290.pdf

The petition was signed by member William M. Purcell.


ALOHA AIRLINES: Yucaipa Cos. Units Take IP Assets for $750,000
--------------------------------------------------------------
The Deal's Jamie Mason reports that two Yucaipa Cos. LLC
affiliates -- Yucaipa Corp. Incentives Fund I LP and Yucaipa
Corporate Initiatives Fund I LP -- made a winning credit bid of
$750,000 for Aloha Airlines Inc.'s intellectual property.

Chapter 7 Trustee counsel of Aloha Airlines said the Hon. Lloyd
King of the United States bankruptcy Court for the District of
Hawaii pushed back the sale hearing to Feb. 19, 2009 -- originally
set on Dec. 3, 2008 -- due to the recent deal between Yucaipa and
Mesa Air Group Inc, Mr. Mason relates.  Judge King said he wants
more time to review the deal between the parties, Mr. Mason says.

Mr. Mason relates that the bid increased to $750,000 credit bid at
the auction on Tuesday after Hawaiian Airlines made a competing
$575,000 offer.  The Yucaipa units were the designated stalking-
horse bidder by virtue of their $500,000 credit bid and $25,000 in
cash bid on Nov. 17, 2008, Mr. Mason says.

Former Aloha Airlines personnel will receive certain-island travel
benefits from Mesa Air Group Inc., Mr. Mason notes.

According to the Troubled Company Reporter on Dec. 2, 2008,
Mesa Air entered into a settlement with the former controlling
shareholder of Aloha Airlines Inc. concerning the Aloha Airlines
lawsuit over Mesa's Hawaiian inter-island flight services operated
under the go! brand name.  Under the terms of the settlement, and
without admitting any wrongdoing, the parties agreed to these
terms:

  -- Mesa will make a cash payment of $2 million;

  -- Mesa will issue shares of Mesa common stock equal to 10% of
     its currently outstanding shares;

  -- Mesa will provide certain Hawaiian inter-island travel
     benefits to the former employees of Aloha Airlines;

  -- In the event the shareholder is able to purchase the "Aloha"
     name in the upcoming bankruptcy court auction, it will
     license the "Aloha" name to Mesa.

                          About Mesa Air

Mesa Air -- http://www.mesa-air.com-- operates 152 aircraft with
over 800 daily system departures to 126 cities, 38 states, the
District of Columbia, Canada, and Mexico. Mesa operates as Delta
Connection, US Airways Express and United Express under
contractual agreements with Delta Air Lines, US Airways and United
Airlines, respectively, and independently as Mesa Airlines and
go!. In June 2006, Mesa launched Hawaiian inter-island service as
go!. This operation links Honolulu to the neighbor island
airports of Hilo, Kahului, Kona and Lihue. The company, founded
by Larry and Janie Risley in New Mexico in 1982, has approximately
4,100 employees and was awarded Regional Airline of the Year by
Air Transport World magazine in 1992 and 2005. Mesa is a member
of the Regional Airline Association and Regional Aviation
Partners.

On May 14, 2008, Air Midwest, Inc., a wholly owned subsidiary of
Mesa Air, unveiled plans to discontinue all operations by June 30
including its current scheduled services, citing record-high fuel
prices, insufficient demand and a difficult operating environment
as the main factors in its decision.

                     About Aloha Airlines Inc.

Based in Honolulu, Hawaii, Aloha Airgroup Inc., Aloha Airlines
Inc. -- http://www.alohaairlines.com/-- and its affiliates are
carriers that fly passengers and freight to Hawaii's five major
airports, as well as to half a dozen destinations in the western
U.S.  They operate a fleet of about 20 aircraft, all Boeing 737s,
including three configured as freighters.

Aloha filed for Chapter 11 protection on Dec. 30, 2004 (Bankr. D.
Hawaii Case No. 04-03063), and emerged from Chapter 11 bankruptcy
protection in February 2006.

The company and its affiliates filed again for Chapter 11
protection on March 18, 2008 (Bankr. D. Hawaii Lead Case No. 08-
00337). Brian G. Rich, Esq., Jordi Guso, Esq., and Paul Steven
Singerman, Esq., at Berger Singerman P.A., and David C. Farmer,
Esq., represent the Debtors in their restructuring efforts. The
Official Committee of Unsecured Creditors was represented by
Sonnenschein Nath & Rosenthal LLP and Bronster Hoshibata, A Law
Corporation.  The Debtors' schedules reflected total assets of
$74,600,000 against total liabilities of $197,100,000.

On April 29, 2008, the Court converted the Debtors' cases into
chapter 7 liquidation proceedings.  The next day, the U.S. Trustee
appointed Dane S. Field to serve as chapter 7 trustee for the
cases. James Wagner, Esq., at Wagner Choi & Verbrugge, represents
Mr. Field.


ALPHA MEDIA: Weak Liquidity Cues Moody's to Junk Ratings
--------------------------------------------------------
Moody's Investors Service downgraded all the credit ratings of
Alpha Media Group Inc. and changed the outlook to negative.  The
Corporate Family Rating and Probability of Default Rating were
lowered to Caa2 from B2, the first lien senior secured credit
facility rating was lowered to Caa1 from B1 and the second lien
senior secured term loan rating was lowered to Ca from Caa1.
These rating actions conclude the review for possible downgrade
initiated on August 27, 2008.

The Caa2 CFR and negative outlook incorporate Alpha Media's weak
liquidity profile, very high financial leverage and ongoing
macroeconomic pressures that have reduced customer demand for
magazine advertising pages.  Year-to-date June 2008 operating
results were materially lower than previously expected and Moody's
has not been provided adequate information on third quarter
financial results.  Based on industry-wide trends in the consumer
magazine sector, Moody's expect that Alpha Media's revenue and
operating results over the intermediate term will be considerably
lower than previously anticipated.  The company fully drew down
its $15 million revolver in September 2008 and at November 30,
2008 reported a cash balance of approximately $19 million.  The
higher debt balance, combined with a scheduled step-down in the
maximum leverage covenant at September 30, 2008, leads Moody's to
be concerned that the company could currently be in technical
default of the leverage covenant.

Moody's downgraded these ratings of Alpha Media:

  -- $15 million senior secured 1st lien revolver due 2012, to
     Caa1/LGD3 (37%) from B1/LGD3 (37%).

  -- $113 million senior secured 1st lien term loan due 2014, to
     Caa1/LGD3 (37%) from B1/LGD3 (37%).

  -- $40 million senior secured 2nd lien term loan due 2015, to
     Ca/LGD5(89%) from Caa1/LGD5 (89%).

  -- Corporate Family Rating, to Caa2 from B2

  -- Probability of Default Rating, to Caa2 from B2

Subsequent to the actions, the ratings will be withdrawn for
business reasons.

Alpha Media's rating were assigned by evaluating factors Moody's
believe are relevant to the credit profile of the issuer, such as
i) the business risk and competitive position of the company
versus others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record and tolerance for risk.

These attributes were compared against other issuers both within
and outside Alpha Media's core industry and Alpha Media's ratings
are believed to be comparable to those of other issuers of similar
credit risk.  The last rating action on Alpha Media occurred on
August 27, 2008 when Moody's downgraded the CFR to B2 and placed
all ratings on review for possible further downgrade.

Headquartered in New York City, Alpha Media Group Inc. is a
multimedia company that includes 'Maxim' and 'Blender' magazines
and Maxim Digital.  Revenues for the twelve month period ended
June 30, 2008 were approximately $135 million.


ALPHA RED: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Alpha Red, Inc.
        1415 Louisiana, Suite 2220
        Houston, TX 77002

Case No.: 08-37782

Petition Date: December 3, 2008

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Wesley W. Steen

Debtor's Counsel: Christopher Adams, Esq.
                  Okin & Adams LLP
                  1113 Vine Street, Suite 201
                  Houston, TX 77002
                  Tel: 713-228-4100
                  Fax: 888-865-2118
                  Email: cadams@okinadams.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts:  $10,000,001 to $50,000,000

A list of the Debtor's 20 largest unsecured creditors is available
for free at:

         http://bankrupt.com/misc/txsb08-37782.pdf


ARCHWAY COOKIES: Court Okays $30 Million Sale to Lance Inc.
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved Lance, Inc.'s bid to purchase substantially all of the
assets of snack-food company Archway Cookies LLC.

The U.S. Bankruptcy Court for the District of Delaware authorized
Archway Cookies, LLC sell substantially all of its assets to
Lance's unit Archer Acquisitions, LLC, free and clear of all
claims and interests.  Archer will also assume certain of
Archway's liabilities and cure obligations related to Archway's
contracts and leases that the buyer will assume.

Archer topped three other bidders at a December 2, 2008 auction.
The Court declared Brynwood Partners VI L.P. as backup bidder in
the event Archway fails to close the sale.

As reported in the Troubled Company Reporter on Nov. 20, 2008, the
Court approved Lance to be the "stalking horse" bidder for the
primary assets of Archway Cookies and Mother's Cake and Cookie Co.

Lance, through unit Archway Acquisition Inc., was approved as the
stalking horse bidder in connection with the bankruptcy court's
approval of auction procedures for the sale of the assets.

Under the terms of the Asset Purchase Agreement, Lance will
acquire substantially all of the assets of Archway Cookies for
approximately $30 million.  The transaction is expected to close
no later than Dec. 15, 2008.  Lance will use available liquidity
under its current credit facilities to fund the acquisition.

"We're excited about this acquisition," commented David V. Singer,
President and Chief Executive Officer of Lance.  "Archway was
founded in the 1930s, and has built solid market share in its
niche of soft, home-style cookies.  Archway is an excellent
addition to our growing portfolio of consumer preferred niche
brands.  We are looking forward to reopening the Ashland, Ohio
production facility, where we intend to produce Archway cookies.
This facility will also provide the capacity to support growth in
our existing business and capabilities that will broaden the
products we can offer our Private Brands customers, thus
supporting our growth goals for our non-branded business."

"We are very pleased with Lance, Inc.'s purchase of Archway
Cookies, a transaction that means putting people back to work in
Ohio," said Lieutenant Governor Lee Fisher, who also serves as
Director of the Ohio Department of Development.  "We look forward
to working together on this successful collaboration and doing
everything we can to help Lance, Inc. prosper in Ohio."

Headquartered in Battle Creek, Michigan, Archway Cookies, LLC, --
http://www.archwaycookies.com/-- makes soft-baked cookies. And
crackers.  In 1998, Specialty Foods Corp. acquired the Debtors'
for about $100 million.

Parmalat Finanziaria of Italy acquired Mother's Cake and Cookie
Company and Archway Cookies from The Specialty Foods Acquisition
Corporation for $250 million in 2000.  Parmalat later sold its
North American Bakery Group, which includes the Archway brands,
Mother's brands and the U.S. and Canadian private label cookie
businesses, to the private equity firm Catterton Partners and
their operating partner Insight Holdings in 2005.

Archway Cookies filed for Chapter 11 protection on Oct. 6, 2008
(Bankr. D. Del. Case No. 08-12323).  Its affiliate, Mother's Cake
& Cookie Co. also filed for bankruptcy (Bankr. D. Del. Case No.
08-12326).  Michael R. Lastowski, Esq., at Duane Morris, LLP,
represent the Debtors in their restructuring efforts.  In their
filing, the Debtors listed estimated assets of between
$50 million and $100 million and estimated debts of between
$500 million and $1 billion.


ARCHWAY COOKIES: Kellogg Buys Mother's Cookies Brands & Recipes
---------------------------------------------------------------
Kellogg Company will acquire the trademarks and recipes of
Mother's Cake & Cookie Co.  Kellogg did not purchase any other
assets of the company.  The closing was expected to be finalized
on Dec. 4.

"Mother's Cookies' brands are a complementary fit to our existing
cookie portfolio," said David Mackay, President and Chief
Executive Officer, Kellogg Company.  "We will use our brand-
building and innovation expertise, our understanding of the cookie
category as well as our existing distribution infrastructure to
grow the Mother's Cookies business."

Kellogg will reintroduce many of Mother's Cookies most popular
cookies.  Mother's Cookies brands include iced animal crackers,
sandwich cookies and wire cut cookies. The Mother's Cookie brands
will be managed as part of Kellogg's Snacks business unit, whose
cookie brands include Chips Deluxe(R), Fudge Shoppe(R), Sandies(R)
and Murray(R) Sugar Free, among others.

                      About Kellogg

With 2007 sales of nearly $12 billion, Kellogg Company --
http://www.kelloggcompany.com-- produces of cereal and a leading
producer of convenience foods, including cookies, crackers,
toaster pastries, cereal bars, frozen waffles and meat
alternatives.  The company's brands include Kellogg's(R),
Keebler(R), Pop-Tarts(R), Eggo(R), Cheez-It(R), Club(R), Nutri-
Grain(R), Rice Krispies(R), Special K(R), All-Bran(R), Mini-
Wheats(R), Morningstar Farms(R), Famous Amos(R), Ready Crust(R)
and Kashi(R).  Kellogg products are manufactured in 19 countries
and marketed in more than 180 countries around the world.

                      About Archway Cookies

Battle Creek, Michigan-based Archway Cookies, LLC,--
http://www.archwaycookies.com/-- makes soft-baked cookies. and
crackers.  In 1998, Specialty Foods Corp. acquired the Debtors'
for about $100 million.

Parmalat Finanziaria of Italy acquired Mother's Cake and Cookie
Company and Archway Cookies from The Specialty Foods Acquisition
Corporation for $250 million in 2000.  Parmalat later sold its
North American Bakery Group, which includes the Archway brands,
Mother's brands and the U.S. and Canadian private label cookie
businesses, to the private equity firm Catterton Partners and
their operating partner Insight Holdings in 2005.

Archway Cookies filed for Chapter 11 protection on Oct. 6, 2008
(Bankr. D. Del. Case No. 08-12323).  Its affiliate, Mother's Cake
& Cookie Co. also filed for bankruptcy (Bankr. D. Del. Case No.
08-12326).  Michael R. Lastowski, Esq., at Duane Morris, LLP,
represent the Debtors in their restructuring efforts.  In their
filing, the Debtors listed estimated assets of between
$50 million and $100 million and estimated debts of between
$500 million and $1 billion.


ASHDOWN ROSES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Ashdown Roses, Ltd.
        P.O. Box 129
        Campobello, SC 29322

Bankruptcy Case No.: 08-07716

Type of Business: The Debtor sells antique, climbing & garden
                  roses.

                  See: http://www.ashdownroses.com/

Chapter 11 Petition Date: November 26, 2008

Court: District of South Carolina (Spartanburg)

Judge: Helen E. Burris

Debtor's Counsel: Robert H. Cooper, Esq.
                  bknotice@thecooperlawfirm.com
                  3523 Pelham Road, Suite B
                  Greenville, SC 29615
                  Tel: (864) 271-9911

Total/Estimated Assets:

Total/Estimated Debts:

A list of the Debtor's largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/scb08-07716.pdf

The petition was signed by owner and chief executive officer Paul
F. Zimmerman.


BELDEN INC: 20% Cut on Workforce Won't Affect S&P's 'BB+' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on St.
Louis, Missouri-based Belden Inc. (BB+/Stable/--) will not be
affected by the company's announcement that it will streamline its
operations worldwide, including a workforce reduction of
approximately 1,800 staff members (or about 20% of total
workforce) and consolidate some of its manufacturing plants, to
reflect currently challenging market conditions.

Belden expects to incur one-time charges to between $55 million
and $65 million pretax, including cash costs of $35 million to $40
million over next few quarters.  The company also expects these
actions to provide annualized cost savings of about
$30 million in 2009 and $50 million by 2011.

Over the past few years, Belden has engaged in restructuring
activities to better align its global manufacturing and sales
presence in close proximity to its customers and suppliers.  It
has pruned its product portfolio by eliminating lower margin,
commoditized products.  The recessionary environment currently
faced by Belden and its customers has led to the need to
accelerate adjustments of its cost structure.

Belden has maintained a solid financial profile for the rating
over the past few years, with debt to EBITDA at about 2x at
Sept. 30, 2008, and below 2.5x since 2005.  The rating and outlook
incorporate some capacity for higher leverage as demand declines
over the near term due to significant economic headwinds.  The
company had adequate liquidity as of Sept. 30, 2008, with $215
million of cash on hand and approximately
$103 million of borrowing capacity on its revolving credit
facility.  S&P will consider a negative outlook if leverage rises
to the 2.75x level, depending on the demand outlook at that point.


BELLAIRE-NBC: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Bellaire-NBC Parcel Development, LLC
        7500 Bellaire Blvd., Suite 201
        Houston, TX 77036

Case No.: 08-37748

Petition Date: December 2, 2008

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Bennett G Fisher, Esq.
                  Fisher and Associates PC
                  1800 Two Houston Center
                  909 Fannin St
                  Houston, TX 77010-0000
                  Tel: 713-223-8400
                  Fax: 713-609-7766
                  Email: bgf@fisherlaw.net

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts:  $1,000,001 to $10,000,000

A list of the Debtor's two largest unsecured creditors is
available for free at:

         http://bankrupt.com/misc/txsb08-37748.pdf


BENJAMIN CONSTRUCTION: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Benjamin Construction, Inc.
        fdba Benjamin Enterprises, Inc.
        6900 Six Forks Road, Suite 110
        Raleigh, NC 27615

Bankruptcy Case No.: 08-08476

Type of Business: The Debtor provides construction and facility
                  services.
                  See: http://www.benjaminconstruction.com/

Chapter 11 Petition Date: November 26, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: A. Thomas Small

Debtor's Counsel: Gerald A. Jeutter, Jr., Esq.
                  Gerald A. jeutter, Jr., Attorney at Law PA
                  jeb@jeutterlaw.com
                  PO Box 12585
                  Raleigh, NC 27605-2585
                  Tel: (919) 334-6631
                  Fax: (919) 833-9793

Total Assets: $2,348,816

Total Debts: $4,858,113

A list of the Debtor's largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/nceb08-08476.pdf

The petition was signed by president John B. Gist.


BF SAUL: S&P Puts 'BB-' Sr. Secured Debt Rating on $250MM Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'BBB-'
long-term counterparty credit rating on Chevy Chase Bank FSB on
CreditWatch with positive implications following the announcement
that Capital One Financial Corp. (BBB+/Stable/--) has agreed to
acquire the bank.

At the same time, S&P placed its 'BB-' counterparty credit and
senior secured debt ratings on the B.F. Saul Real Estate
Investment Trust's $250 million notes on CreditWatch with negative
implications.

As announced, the purchase price of $520 million will include a
$450 million cash payment and $75 million in stock to its
privately held owners.  Chevy is 80% owned by B.F. Saul Real
Estate Investment Trust.

Following the successful completion of the acquisition, S&P
expects to upgrade Chevy, equalizing the ratings with those on
Capital One's bank subsidiaries (A-/Stable/A-2).

"We believe B.F. Saul's notes will be defeased or called with
proceeds from the sale of the bank.  At that time, S&P would
withdraw the rating.  If the notes are not defeased or called,
then S&P would lower the rating, reflecting the REIT's limited
business and earnings capacity following the sale of its main
asset -- the bank," said S&P's credit analyst Dan Teclaw.


BLUE GENES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Blue Genes, Inc.
        #214, 3400 Around Lenox Drive
        Atlanta, GA 30326

Case No.: 08-84980

Petition Date: December 3, 2008

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Leon S. Jones, Esq.
                  Jones & Walden, LLC
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: 404-564-9301
                  Email: ljones@joneswalden.com

Estimated Assets: $100,001 to $500,000

Estimated Debts:  $1,000,001 to $10,000,000

A list of the Debtor's 20 largest unsecured creditors is available
for free at:

         http://bankrupt.com/misc/ganb08-84980.pdf


BLUE RIDGE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Blue Ridge Shadows Hotel & Conference Center, LLC
        111 Hospitality Drive
        Front Royal, VA 22630

Case No.: 08-51271

Affiliate filing separate Chapter 11 petition:

   Debtor                              Case Number
   ------                              -----------
Blue Ridge Shadows, LLC                   08-51272

Petition Date: December 1, 2008

Court: U.S. Bankruptcy Court
       Western District of Virginia (Harrisonburg)

Judge: Ross W. Krumm

Debtor's Counsel: Timothy J. McGary, Esq.
                  10500 Sager Ave., Suite G
                  Fairfax, VA 22030
                  Tel: (703) 352-4985
                  Email: tjm@mcgary.com

Total Assets: $24,799,980

Total Debts:  $19,682,210

Debtors' List of 20 Largest Unsecured Claims

       Entity                  Nature of Claim      Claim Amount
       ------                  ---------------      ------------
Herman/Stewart Construction                            $525,608
4550 Forbes Blvd, Suite 200
Lanham, MD 20706

Hospitality Group              Claim of management     $407,835
370 Neff Ave, Suite U          company for
Harrisonburg, VA 22801         contribution of
                               invoices for hotel
                               purchases billed in
                               management company
                               name.

Rappawan                                               $343,928
PO Box 346
Front Royal, VA 22630

Corporate & Franchise          Purchase of hotel       $221,733
Interiors                      furnishings

WL Construction & Paving       Purchase of paving      $148,153

American of Martinsville, Inc. Purchase of hotel        $92,905
                               room furnishings

Executive Protection Systems   Purchase of hotel        $56,034
                               security and A/V
                               equipment

Valley Renovators, Inc.                                 $40,964

Hospitality Hotel Group, LLC   Expense thru 3/31/08     $38,698

American Hotel Register        Purchase of hotel        $36,325
Company                        equipment and
                               furnishings

The Simmons Manufacturing      Purchase of hotel        $28,530
Co., LLC                       bedding

GeoConcepts Engineering, Inc.                           $27,378

Perry Engineering Company, Inc.                         $22,540

Concrete FX                                             $19,620

Atlas Foundations of Washington                         $17,900

CCI, Inc.                      Purchase and             $17,660
                               installation of hotel
                               wireless network

MTS Seating                    Purchase of hotel        $17,498
                               equipment

Geotechnical Consulting                                 $15,375
and Testing, Inc

Fitness Resource               Purchase of hotel        $15,242
                               fitness room
                               equipment

Lenhart Obenshain, P.C.                                  $9,226


BOWATER CANADIAN: S&P Cuts Senior Unsecured Debt Rating to 'CCC-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit ratings on Montreal-based AbitibiBowater Inc. and
its subsidiaries, Abitibi-Consolidated Inc. and Bowater Inc., two
notches to 'CCC' from 'B-'.  The outlook is negative.

At the same time, S&P lowered the senior unsecured debt ratings on
Abitibi-Consolidated, Abitibi-Consolidated Co. of Canada, Bowater,
Bowater Canada Finance Corp., and Bowater Canadian Forest Products
Inc. to 'CCC-' from 'CCC+' (one notch below the corporate credit
rating on AbitibiBowater).  The recovery ratings on each issue
remain at '5', reflecting modest (10%-30%) recovery in the event
of default.  S&P also lowered the secured debt ratings on Abitibi-
Consolidated to 'B-' from 'B+'.  The recovery ratings remain at
'1', reflecting very high (90%-100%) recovery in the event of
default.

In addition, S&P lowered the ratings on AbitibiBowater's
convertible notes to 'CCC-' from 'CCC+' and assigned a '5'
recovery rating to the notes.

"The downgrade reflects a large upcoming debt maturity and
Standard & Poor's uncertainty as to AbitibiBowater's ability to
refinance given tight credit markets, weak liquidity, high debt
level, and an expected decline in newsprint demand and prices,"
said S&P's credit analyst Jatinder Mall.  "Our key concern is the
upcoming debt maturities at Abitibi-Consolidated and Bowater as
neither company has sufficient liquidity or free cash generation
to pay down these maturities," Mr. Mall added.

Given the tight credit markets, there is heightened uncertainty
over the parent's ability to refinance these debt maturities.
Abitibi-Consolidated has a US$347 million secured 364-day loan due
March 31, 2009, and only US$206 million in liquidity, while
Bowater has a US$144 million revolver and US$248 million in bonds
due in the summer of 2009, with only US$176 million in liquidity.
In normal market conditions the companies could sell assets to
shore-up liquidity.  However, S&P believes that option is limited
given the current credit markets because a potential buyer would
also need to come up with financing.  Furthermore, the two
companies have another US$1 billion of debt maturing in 2010.

Although S&P rates Abitibi-Consolidated and Bowater separately,
the ratings are becoming more linked as AbitibBowater has begun
moving assets from these two subsidiaries to directly under it and
taking on debt to provide funds for and guarantee subsidiary
obligations.  Management's ultimate goal is to have one facility
at the parent level and provide its subsidiaries with funding as
needed.

The ratings on AbitibiBowater and its subsidiaries reflect their
participation in the declining newsprint market, a highly
leveraged capital structure, and weak cash flow generation.  In
S&P's view, these risks are partially offset by the company's
leading market position in the newsprint market and improving
profitability as a result of synergies and high-cost mill
closures.

AbitibiBowater is the largest newsprint producer in North America,
with annual capacity of about 5.3 million metric tons.  The
company also produces coated and uncoated paper, pulp, and wood
products.  It has pulp and paper, and wood product facilities in
Canada, the U.S., South Korea, and the U.K.

The negative outlook on AbitibiBowater, Abitibi-Consolidated, and
Bowater reflects S&P's uncertainty of each company's ability to
refinance large upcoming debt maturities, as well as what S&P see
as weak market conditions in 2009 for the newsprint, pulp, and
lumber business segments.  S&P would place the ratings on Abitibi-
Consolidated on CreditWatch negative in early 2009 if the
subsidiary is unable to refinance upcoming debt maturities by
February 2009.  A similar rating action would be taken on Bowater
as its debt maturity dates draw nearer.  An upgrade, although
unlikely in the near term, would require meaningful deleveraging
of the company's balance sheet and a leverage ratio of 7x.


BOWATER INC: Debt Maturity Cues S&P to Junk Corp. Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit ratings on Montreal-based AbitibiBowater Inc. and
its subsidiaries, Abitibi-Consolidated Inc. and Bowater Inc., two
notches to 'CCC' from 'B-'.  The outlook is negative.

At the same time, S&P lowered the senior unsecured debt ratings on
Abitibi-Consolidated, Abitibi-Consolidated Co. of Canada, Bowater,
Bowater Canada Finance Corp., and Bowater Canadian Forest Products
Inc. to 'CCC-' from 'CCC+' (one notch below the corporate credit
rating on AbitibiBowater).  The recovery ratings on each issue
remain at '5', reflecting modest (10%-30%) recovery in the event
of default.  S&P also lowered the secured debt ratings on Abitibi-
Consolidated to 'B-' from 'B+'.  The recovery ratings remain at
'1', reflecting very high (90%-100%) recovery in the event of
default.

In addition, S&P lowered the ratings on AbitibiBowater's
convertible notes to 'CCC-' from 'CCC+' and assigned a '5'
recovery rating to the notes.

"The downgrade reflects a large upcoming debt maturity and
Standard & Poor's uncertainty as to AbitibiBowater's ability to
refinance given tight credit markets, weak liquidity, high debt
level, and an expected decline in newsprint demand and prices,"
said S&P's credit analyst Jatinder Mall.  "Our key concern is the
upcoming debt maturities at Abitibi-Consolidated and Bowater as
neither company has sufficient liquidity or free cash generation
to pay down these maturities," Mr. Mall added.

Given the tight credit markets, there is heightened uncertainty
over the parent's ability to refinance these debt maturities.
Abitibi-Consolidated has a US$347 million secured 364-day loan due
March 31, 2009, and only US$206 million in liquidity, while
Bowater has a US$144 million revolver and US$248 million in bonds
due in the summer of 2009, with only US$176 million in liquidity.
In normal market conditions the companies could sell assets to
shore-up liquidity.  However, S&P believes that option is limited
given the current credit markets because a potential buyer would
also need to come up with financing.  Furthermore, the two
companies have another US$1 billion of debt maturing in 2010.

Although S&P rates Abitibi-Consolidated and Bowater separately,
the ratings are becoming more linked as AbitibBowater has begun
moving assets from these two subsidiaries to directly under it and
taking on debt to provide funds for and guarantee subsidiary
obligations.  Management's ultimate goal is to have one facility
at the parent level and provide its subsidiaries with funding as
needed.

The ratings on AbitibiBowater and its subsidiaries reflect their
participation in the declining newsprint market, a highly
leveraged capital structure, and weak cash flow generation.  In
S&P's view, these risks are partially offset by the company's
leading market position in the newsprint market and improving
profitability as a result of synergies and high-cost mill
closures.

AbitibiBowater is the largest newsprint producer in North America,
with annual capacity of about 5.3 million metric tons.  The
company also produces coated and uncoated paper, pulp, and wood
products.  It has pulp and paper, and wood product facilities in
Canada, the U.S., South Korea, and the U.K.

The negative outlook on AbitibiBowater, Abitibi-Consolidated, and
Bowater reflects S&P's uncertainty of each company's ability to
refinance large upcoming debt maturities, as well as what S&P see
as weak market conditions in 2009 for the newsprint, pulp, and
lumber business segments.  S&P would place the ratings on Abitibi-
Consolidated on CreditWatch negative in early 2009 if the
subsidiary is unable to refinance upcoming debt maturities by
February 2009.  A similar rating action would be taken on Bowater
as its debt maturity dates draw nearer.  An upgrade, although
unlikely in the near term, would require meaningful deleveraging
of the company's balance sheet and a leverage ratio of 7x.


CAPITAL ONE: Chevy Chase Deal Won't Affect Fitch's Low-B Ratings
----------------------------------------------------------------
The ratings of Capital One Financial Corp. and its subsidiaries
will not be affected by the acquisition of Chevy Chase Bank,
F.S.B, according to Fitch Ratings.

COF has announced the purchase of Chevy Chase Bank, F.S.B.,
excluding the asset management business, for $520 million;
$445 million in cash and $75 million in stock.  Fitch expected COF
to pursue attractive acquisition opportunities following the
issuance of approximately $730 million in common stock in
September and the receipt of $3.55 billion in TARP preferred
equity in November.

Fitch views the transaction favorably given CCB's sizeable deposit
base and attractive branch footprint in the metro-D.C. area.
Fitch believes COF has made the appropriate valuation adjustments
to the $11.4 billion loan portfolio, which includes $4.1 billion
in option-ARMs originated largely through a broker network.  The
transaction is expected to close in the first quarter of 2009.
Fitch believes COF has proven its ability to integrate sizeable
bank acquisitions and has successfully built a comprehensive bank
management team.

Concurrently, Fitch has placed these ratings of Chevy Chase Bank,
F.S.B. on Rating Watch Positive:

Chevy Chase Bank, F.S.B.

  -- Long-term Issuer Default Rating 'BB+';
  -- Short-term IDR 'B';
  -- Individual 'C';
  -- Support '5';
  -- Support Floor 'NF';
  -- Long-term deposits 'BBB-';
  -- Short-term deposits 'F3'.


CARLYLE GROUP: Lays Off 10% of Staff & Closes Office
----------------------------------------------------
Xchangemag.com reports that that Hawaiian Telcom's owner, The
Carlyle Group, will lay off 10% off its workforce, blaming it on
the economy.

Jason Kelly at Bloomberg News reports that Carlyle will let go
about 100 workers.

Carlyle, says Xchangemag.com, will also close its Silicon Valley
office, less than a year after opening it.

Bloomberg quoted Carlyle spokesperson Chris Ullman as saying, "In
response to extraordinary market conditions, Carlyle has taken
measured steps to balance its cost structure with the current
investment climate.  The firm is well positioned to take good care
of our investment portfolio and has the resources to create and
respond to compelling investment opportunities."

Bloomberg relates that Carlyle also decided in November to shut
down its Central European and Asian leveraged-finance units, which
affected less than 20 employees.

According to Peter Lattman and Susanne Craig at The Wall Street
Journal report that Carlyle had built up its staff over the past
12 months for a possible public offering, but that plan was
abandoned.  The report says that Carlyle will return to its
staffing levels last year.

WSJ quoted William E. Conway, Jr. -- a founding partner and
managing director at Carlyle -- as saying, "There is so much
liquidity that even 'our' lenders are making very risky credit
decisions."

Carlyle, says WSJ, reported losses from the collapses of its:

     -- Carlyle Capital mortgage-securities hedge fund,
     -- energy-trading company SemGroup LP, and
     -- telecom operator Hawaiian Telcom Communications Inc.

The Carlyle Group -- http://www.carlyle.com/-- is a private
equity firm, with more than $91.5 billion under management.  With
64 funds across four investment disciplines (buyouts, growth
capital, real estate and leveraged finance), Carlyle combines
global vision with local insight, relying on a top-flight team of
535 plus investment professionals operating out of offices in 21
countries to uncover superior opportunities in North America,
Europe, Asia, Australia, the Middle East/North Africa and Latin
America.


CCM MERGER: Moody's Downgrades CFR to 'B3'; Outlook Negative
------------------------------------------------------------
Moody's Investors Service lowered CCM Merger, Inc.'s ratings based
on concerns related to the company's continued high leverage,
earnings outlook, and future covenant compliance.  The rating
outlook is negative.

These ratings were lowered:

  -- Corporate Family Rating to B3 from B2

  -- Probability of Default Rating to B3 from B2

  -- $100 million 1st lien revolver expiring 2010 to B2 (LGD 3,
     34%) from B1 (LGD 3, 34%)

  -- $650 million 1st lien term loan B due 2012 to B2 (LGD 3, 34%)
     from B1 (LGD 3, 34%)

  -- $300 million 8% senior unsecured notes due 2013 to Caa2 (LGD
     5, 87%) from Caa1 (LGD 5, 88%)

The downgrade considers that CCM's actual results continue to
track below Moody's expectations and that debt/annualized EBITDA
remains high at about 6.1 times.  In addition to a previous
extension of the permanent casino opening deadline, CCM's earnings
and leverage have been pressured by weakened economic conditions
and heightened competition among existing casino operators, both
of which are expected to continue through 2009.

The negative rating outlook anticipates continued weakness in
overall consumer spending and gaming demand trends as well as the
additional pressure on the Southeastern Michigan economy from the
current challenges faced by the three major U.S. automobile
manufacturers.  The negative outlook also incorporates Moody's
concern regarding CCM's ability to meet its bank loan maintenance-
based debt/EBITDA covenant in upcoming quarters.  This is
particularly worrisome given that this covenant tightens to 5.9
times from 6.1 times in the first quarter of fiscal 2009.  Ratings
could be lowered if CCM is unable to maintain compliance with its
leverage covenant or otherwise receive acceptable amendments or
waivers and lenders restrict the company's use of its revolver
availability.  This is particularly significant given the
company's stated plan to use its revolver availability to repay
its $50 million Economic Development Corporation bonds that mature
in May 2009.

Moody's previous rating action related to CCM occurred on
March 31, 2008 when Moody's lowered the company's Corporate Family
Rating to B2 due primarily to a slower-than-anticipated reduction
in leverage.

CCM Merger, Inc. indirectly owns and operates the MotorCity Casino
in Detroit, Michigan.  The company generated net revenue of
$483 million for the twelve-month period ended September 30, 2008.


CELESTINE WOLF: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Celestine Wolf Hester Family Partnership, LP
        13809 Research Blvd., Ste. 1000
        Austin, TX 78750

Case No.: 08-12403

Four debtor-affiliates filed separate Chapter 11 petitions on
November 3, 2008:

       Entity                                     Case No.
       ------                                     --------
2W Homestead, LP                                   08-12195
5WS, LP                                            08-12196
BT 15 Acres, LP                                    08-12197
Seward Junction 212 Land, LP                       08-12198

Petition Date: December 1, 2008

Court: U.S. Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Joseph D. Martinec, Esq.
                  Martinec, Winn, Vickers & McElroy, P.C.
                  600 Congress Avenue, Suite 500
                  Austin, TX 78701
                  Tel: (512) 476-0750
                  Fax: (512) 476-0753
                  Email: martinec@mwvmlaw.com

Total Assets: $1,126,468

Total Debts:  $6,184,420

The Debtor identified these entities as its three largest
unsecured creditors:

       Entity                     Claim Amount
       ------                     ------------
       Chaparral Land Surveying      $4,441.19
       Sneed Vine & Perry, P.C.      $1,738.08
       Scurlock Smith & Co.            $105.00


CENTURY ALUMINUM: Moody's Reviews 'Ba3' CFR for Possible Downgrade
------------------------------------------------------------------
Moody's Investors Service placed Century Aluminum Company's
ratings (corporate family rating Ba3) under review for possible
downgrade.  The review is prompted by the substantive
deterioration in aluminum markets and the consequent impact on the
company's performance given its higher cost profile than many
global competitors.

The review will focus on the measures the company can take to
improve its cost structure on a sustainable basis, and the
strategy it can implement to deal with what is expected to be a
protracted period of weakness in the aluminum industry.  The
review will also incorporate an assessment of the company's
liquidity profile and ability to maintain a solid liquidity
profile.

These ratings were placed under review for possible downgrade:

  -- Corporate Family Rating of Ba3
  -- Probability of Default Rating of Ba3
  -- 1.75% Convertible Senior Note rating of B1 (LGD 5; 77%)
  -- 7.5% Senior Unsecured Note rating of B1 (LGD 5; 77%)

The prior rating action for Century Aluminum Company was on
Aug. 3, 2006, when the corporate family rating was upgraded to Ba3
from B1.

Headquartered in Monterey, California, Century is the third
largest primary aluminum producer in North America with ownership
interests in four aluminum production facilities.  CENX had
revenues of approximately $2 billion over the twelve month period
ending September 30, 2008.


CHARTER COMMUNICATIONS: Discloses Final Results of Notes Offering
-----------------------------------------------------------------
Charter Communications, Inc., disclosed the final results of the
cash tender offer by its indirect subsidiary, Charter
Communications Holding Company, LLC, for certain of the
outstanding senior notes of Charter Communications Holdings, LLC.

As of expiration, approximately $160 million of Notes were validly
tendered for exchange, of which 100% of the $70 million of Notes
with Acceptance Priority Level 1 and 36% of the $90 million of
Notes with Acceptance Priority Level 2 will be accepted for
purchase.  Total consideration, including accrued and unpaid
interest, was $100 million.  The Tender Offer expired at 5:00 PM
ET, on Oct. 29, 2008, and the final settlement will be completed
on Oct. 31, 2008.

The consideration payable for the Notes was a fixed price.
Because the amount Charter HoldCo would be required to pay for the
purchase of the tendered Notes, together with accrued and unpaid
interest, exceeded the Maximum Payment Amount, Charter HoldCo will
accept Notes for purchase in accordance with the Acceptance
Priority Level set forth in the following table.  These includes
the series of Notes subject to the Tender Offer, and for each
series of Notes the amount validly tendered, the acceptance
priority, the amount that will be accepted for tender, the tender
offer consideration, and the total consideration:

Title of Security: 10.750% Senior Notes due 2009
Amount of Notes Tendered: $49,681,000
Acceptance Priority Level: 1
Total Accepted: $49,681,000
Tender Offer Consideration(1): $960.00
Total Consideration(1): $975.00

Title of Security: 10.250% Senior Notes due 2010
Amount of Notes Tendered: $7,439,000
Acceptance Priority Level: 1
Total Accepted: $7,439,000
Tender Offer Consideration(1): $955.00
Total Consideration(1): $970.00

Title of Security: 11.750% Senior Discount Notes due 2010
Amount of Notes Tendered: $12,829,000
Acceptance Priority Level: 1
Total Accepted: $12,829,000
Tender Offer Consideration(1): $955.00
Total Consideration(1): $970.00

Title of Security: 10.000% Senior Notes due 2009
Amount of Notes Tendered: $63,370,000
Acceptance Priority Level: 2
Total Accepted: $22,744,000
Tender Offer Consideration(1): $935.00
Total Consideration(1): $950.00

Title of Security: 9.625% Senior Notes due 2009
Amount of Notes Tendered: $26,300,000
Acceptance Priority Level: 2
Total Accepted: $9,443,000
Tender Offer Consideration(1): $925.00
Total Consideration(1): $940.00

(1) Per $1,000 principal amount of Notes that are accepted for
purchase; the total consideration column includes the early tender
premium of $15 per $1,000 principal amount of Notes that was
conditioned on tendering the priority level 1 notes by 5 p.m. ET,
on Oct. 14, 2008, and priority level 2 notes by 5 p.m. ET, on
Oct. 29, 2008.

Citi acted as the Dealer Manager for the Tender Offer.  Global
Bondholder Services Corporation is the Information Agent and
Depositary. Persons with questions regarding the offer may contact
the Dealer Manager at (212) 723-6106 or toll-free at (800) 558-
3745, or the Information Agent at (212) 430-3774 or toll-free at
(866) 294-2200.

                   About Charter Communications

Based on St. Louis, Missouri, Charter Communications Holdings LLC
-- http://www.charter.com/-- is a holding company whose principal
assets at June 30, 2008, are the equity interests in its
subsidiaries, which include CCH II, LLC and CCO Holdings, LLC.
Charter Communications Holdings LLC, CCH II, and CCO Holdings are
indirect subsidiaries of Charter Communications Holding Company,
LLC, which is a subsidiary of Charter Communications Inc.

The companies, through their operating subsidiary, Charter
Communications Operating, LLC, operate broadband communications
businesses in the United States offering to residential and
commercial customers traditional cable video programming (basic
and digital video), high-speed Internet services, and telephone
services, as well as advanced broadband services such as high
definition television, Charter OnDemand(TM), and digital video
recorder service.  Cable video programming, high-speed Internet,
telephone, and advanced broadband services are sold primarily on a
subscription basis.  The companies also sell local advertising on
cable networks.

Charter Communications Holdings LLC's consolidated balance sheet
at June 30, 2008, showed $14.65 billion in total assets,
$22.15 billion in total liabilities, and $203.0 million in
minority interest, resulting in a $7.70 billion members' deficit.

The company's consolidated balance sheet at June 30, 2008, also
showed strained liquidity with $340.0 million in total current
assets available to pay $1.36 billion in total current
liabilities.

The company reported a net loss of $199.0 million on revenues of
$1.62 billion for the second quarter ended June 30, 2008, compared
with a net loss of $281.0 million on revenues of $1.50 billion in
the same period last year.


CHARTER COMMUNICATIONS: Sept. 30 Balance Sheet Upside-Down by $8BB
------------------------------------------------------------------
Charter Communications Holdings LLC's balance sheet at Sept. 30,
2008, showed totala assets of $15.0 billion and total liabilities
of $23.0 billion, resulting in a member's deficit of about
$8 billion.

For three months ended Sept. 30, 2008, the company reported net
loss of $254 million compared with net loss of $386 million for
the same period in the previous year.

For the nine months ended Sept. 30, 2008, the company incurred net
loss of $734 million compared to net loss of $971 million for the
same period in the previous year.

                 Liquidity and Capital Resources

Charter Holdings and CCH II have each incurred net losses for the
three and nine months ended Sept. 30, 2008, and 2007 and expect to
continue to incur net losses for the foreseeable future.  For the
three and nine months ended Sept. 30, 2008, CCO Holdings generated
net income, however, there can be no assurance that CCO Holdings
will continue to do so.  For the nine months ended Sept. 30, 2008,
and 2007, Charter Holdings, CCH II, and CCO Holdings each
generated cash flows from operating activities.

The companies have significant amounts of debt.  Charter
Holdings', CCH II's, and CCO Holdings' long-term debt as of
Sept. 30, 2008, totaled $20.7 billion, $13.5 billion, and
$11.1 billion, consisting of $7.9 billion of credit facility debt,
and $12.8 billion, $5.6 billion, and $3.2 billion accreted value
of high-yield notes.  For the remainder of 2008, $18 million of
Charter Operating's credit facility debt matures.  As of Sept. 30,
2008, an additional $165 million of Charter Holdings' notes and
$70 million of Charter Operating's credit facility debt matures in
2009.  In 2010 and beyond, significant additional amounts will
become due under the companies' remaining long-term debt
obligations including $1.9 billion of CCH II senior notes maturing
in September 2010.

The companies require significant cash to fund debt service costs,
capital expenditures and ongoing operations.  The companies have
historically funded these requirements through cash flows from
operating activities, borrowings under credit facilities, equity
contributions from their respective parent companies, proceeds
from sales of assets, issuances of debt securities, and cash on
hand.  However, the mix of funding sources changes from period to
period.  For the nine months ended Sept. 30, 2008, Charter
Holdings, CCH II, and CCO Holdings generated $420 million,
$891 million, and $1.1 billion of net cash flows from operating
activities, after paying cash interest of $1.2 billion,
$753 million, and $522 million.  In addition, the companies used
$938 million for purchases of property, plant and equipment.
Finally, Charter Holdings, CCH II, and CCO Holdings generated net
cash flows from financing activities of $1.1 billion, $642
million, and $415 million, respectively, as a result of financing
transactions and credit facility borrowings completed during the
nine months ended Sept. 30, 2008.  As of Sept. 30, 2008, Charter
Holdings, CCH II and CCO Holdings have cash on hand of
$566 million, $560 million, and $555 million.  On a consolidated
basis, the companies and their parent companies have a significant
level of debt, which totaled approximately $21.0 billion as of
Sept. 30, 2008.

A full-text copy of the 10-Q filing is available for free at
http://ResearchArchives.com/t/s?35c3

                   About Charter Communications

Based on St. Louis, Missouri, Charter Communications Holdings LLC
-- http://www.charter.com/-- is a holding company whose principal
assets at June 30, 2008, are the equity interests in its
subsidiaries, which include CCH II, LLC and CCO Holdings, LLC.
Charter Communications Holdings LLC, CCH II, and CCO Holdings are
indirect subsidiaries of Charter Communications Holding Company,
LLC, which is a subsidiary of Charter Communications Inc.

The companies, through their operating subsidiary, Charter
Communications Operating, LLC, operate broadband communications
businesses in the United States offering to residential and
commercial customers traditional cable video programming (basic
and digital video), high-speed Internet services, and telephone
services, as well as advanced broadband services such as high
definition television, Charter OnDemand(TM), and digital video
recorder service.  Cable video programming, high-speed Internet,
telephone, and advanced broadband services are sold primarily on a
subscription basis.  The companies also sell local advertising on
cable networks.

Charter Communications Holdings LLC's consolidated balance sheet
at June 30, 2008, showed $14.65 billion in total assets,
$22.15 billion in total liabilities, and $203.0 million in
minority interest, resulting in a $7.70 billion members' deficit.

The company's consolidated balance sheet at June 30, 2008, also
showed strained liquidity with $340.0 million in total current
assets available to pay $1.36 billion in total current
liabilities.

The company reported a net loss of $199.0 million on revenues of
$1.62 billion for the second quarter ended June 30, 2008, compared
with a net loss of $281.0 million on revenues of $1.50 billion in
the same period last year.


CHEMOKINE THERAPEUTICS: Sends BIA Offer; Deloitte Tapped Receiver
-----------------------------------------------------------------
Chemokine Therapeutics Corp. said that Deloitte & Touche Inc. has
been appointed as Trustee to act pursuant to the company making a
proposal to its creditors under Part III, Division I, of the
Bankruptcy and Insolvency Act.

The officers of the Company have been relieved of their duties and
the Board of Directors has resigned following the appointment of
Deloitte as Trustee under the proposal.  Mr. Walter Korz and Dr.
Donald Wong will remain as consultants to assist Deloitte with the
re-structuring process.

                   About Chemokine Therapeutics

Based in Vancouver, British Columbia, Chemokine Therapeutics Corp.
(TSX: CTI)(OTCBB: CHKT) -- http://www.chemokine.net/-- develops
peptide analogs of chemokines for cancer treatment and immune
system recovery.


CHESAPEAKE CORPORATION: Posts $277MM Net Loss in Last 9 Months
--------------------------------------------------------------
Chesapeake Corporation's balance sheet at Sept. 28, 2008, showed
total assets of $936.6 million and total liabilities of
$937.1 million, resulting in a stockholders' deficit of $500,000.

The company reported net loss of $8.3 million for the quarter
ended Sept. 28, 2008, compares with net income of $4.3 million for
the same quarter in the previous year.

For nine months ended Sept. 28, 2008, the company incurred net
loss of $277.1 million compares to net loss of $5.5 million for
the same period in the previous year.

                  Liquidity and Financial Position

Net cash used in operating activities was $29.1 million for the
first nine months of fiscal 2008, compared to net cash provided by
operating activities of $15.4 million for the first nine months of
fiscal 2007.  For the first nine months of fiscal 2008, the
decrease in net cash provided by operating activities was due to
the decrease in operating results and increased working capital
requirements compared to the same period in 2007.  Net cash flows
related to operating activities for the first nine months of
fiscal 2008 and fiscal 2007 included spending under restructuring
programs of $4.7 million and $8.8 million.

Net cash used in investing activities in the first nine months of
fiscal 2008 was $5.9 million compared to $30.7 million in the
first nine months of fiscal 2007.  Net cash used in investing
activities during the first nine months of fiscal 2008 reflects
proceeds of $22.0 million including proceeds received in the first
quarter of fiscal 2008 from the sale of its paperboard
manufacturing facility in Bremen, Germany in December 2007, the
sale of its plastics manufacturing facility in Crewe, England in
March 2008, which the company subsequently have leased back from
the purchaser, the sale of its corporate office building in
Amersham, England in the third quarter of 2008, and the sale of
other non-core assets during the nine-month period.  These sales
proceeds were more than offset by capital spending of
$27.9 million.  Net cash used in investing activities during the
first nine months of fiscal 2007 reflects capital spending of
$33.7 million, slightly offset by cash proceeds from sales of
fixed assets.

Net cash provided by financing activities in the first nine months
of fiscal 2008 was $44.8 million, compared to net cash provided by
financing activities of $10.4 million in the first nine months of
fiscal 2007.  Net cash provided by financing activities in the
first nine months of fiscal 2008 primarily reflects increased
borrowings on its lines of credit.  Net cash provided by financing
activities in the first nine months of fiscal 2007 reflects
increased borrowings on its lines of credit, partially offset by
payment of dividends.  The company paid cash dividends of
$8.5 million in the first nine months of fiscal 2007.

For the fiscal years ended December 30, 2007, Dec. 31, 2006, and
Dec. 31, 2005, the company incurred net losses of $11.2 million,
$36.7 million, and $318.3 million.  Additionally, for the first
nine months of 2008, the company incurred net losses of about
$277.1 million.  As a result the company has a total stockholders'
deficit of $500,000 at Sept. 28, 2008.

Factors contributing to these net losses included, but were not
limited to: goodwill impairment charges, costs associated with its
cost-savings plan and other restructuring efforts, environmental
remediation costs, price competition, rising raw material costs
and lost customer business due to geographic shifts in production
within the consumer products industry which the company serves.
Certain of these factors, as goodwill or other asset impairments,
are non-cash charges and therefore do not have a direct impact on
its liquidity.  The current challenging economic climate may also
lead to adverse changes in working capital levels or additional
pension expense and funding requirements, which may also have a
direct impact on its results and financial position.  These and
other factors may adversely affect the company's liquidity and its
ability to generate profits in the future.

A full-text copy of the 10-Q filing is available for free at
http://ResearchArchives.com/t/s?3504

                   About Chesapeake Corporation

Headquartered in Richmond, Virginia, Chesapeake Corporation
(NYSE: CSK) -- http://www.cskcorp.com/-- is a supplier of
specialty paperboard packaging products in Europe and an
international supplier of plastic packaging products to niche end-
use markets.  Chesapeake has 47 locations in France, Ireland,
United Kingdom, North America, China, HongKong, among others and
employs approximately 5,500 people.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 27, 2008,
Moody's Investors Service downgraded Chesapeake Corporation's
corporate family rating and probability of default rating to Ca
from Caa2.  Concurrently, Moody's downgraded the company's senior
unsecured revenue bonds to Ca from Caa3 and senior subordinated
notes to C from Caa3.  The CFR, PDR, and revenue bonds remain on
review for possible downgrade.


CHEVY CHASE: Moody's Reviews Unit's 'Ba1' Preferred Stock Rating
----------------------------------------------------------------
Moody's Investors Service placed on review for possible upgrade,
the long and short-term deposit and debt ratings and bank
financial strength rating of Chevy Chase Bank, F. S. B.  At the
same time, the rating agency placed on review for possible
downgrade, the debt ratings of its parent, B. F. Saul Real Estate
Investment Trust.  The rating actions follow the announcement by
Capital One Financial Corporation that it had entered into a
definitive agreement with B. F. Saul to acquire Chevy Chase and
most of its subsidiaries and assets in a cash and stock deal.  The
subsidiaries and assets that will not be acquired by COF are ASB
Capital, Chevy Chase Trust and Chevy Chase's headquarters building
in Bethesda, Maryland.  ASB Capital and Chevy Chase Trust are not
rated by Moody's.

Moody's said that its decision to place the ratings of Chevy
Chase and its rated subsidiary, Chevy Chase Preferred Capital
Corporation, on review for possible upgrade was based on its view
that uninsured depositors and debt holders will benefit from these
entities becoming part of a financially stronger, larger and more
diversified institution.  COF is rated A3 for senior unsecured
debt, and its lead bank subsidiary, Capital One N.A. is rated
A2/P-1 for deposits and C+ for BFSR.

Moody's added that the decision to place the debt ratings of B. F.
Saul on review for possible downgrade was based on its view that
this entity will remain highly leveraged after closing of the sale
of Chevy Chase to COF.  The rating agency stated that it fully
expects the $250 million senior notes issued by B. F. Saul that
are currently secured by the shares of Chevy Chase, to be defeased
at closing of the Chevy Chase sale transaction, and that they will
be fully redeemed shortly thereafter.  The rating agency explained
that despite this expectation, the decision to place the notes on
review for possible downgrade reflects the possibility, albeit
unlikely, that the defeasance and subsequent redemption of the
notes may not occur in accordance with its expectations.

These ratings were place on review for possible upgrade:

Chevy Chase Bank, F. S. B.

  -- Bank financial strength rating at C-

  -- Long- and short-term bank deposits at Baa2/P-2

  -- Issuer rating at Baa2

  -- Long- term and short-term other senior obligations at
     Baa2/P-2

  -- Subordinate at Baa3

Chevy Chase Preferred Capital Corporation

  -- Preferred Stock at Ba1

These ratings were place on review for possible downgrade:

B. F. Saul Real Estate Investment Trust

  -- Issuer at Ba3
  -- Senior Secured at Ba3

The last rating actions on Chevy Chase and B. F. Saul were taken
on June 3, 2008, when their ratings were downgraded.


CHRYSLER LLC: Hires Jones Day as Attys. for Possible Bankruptcy
---------------------------------------------------------------
Chrysler LLC has hired Jones Day as counsel on a possible
bankruptcy filing, Jeffrey McCracken, Mike Spector, and Peter
Lattman at The Wall Street Journal report, citing people familiar
with the matter.

According to Thom Weidlich and James Rowley at Bloomberg News,
Jones Day had counseled General Motors Corp. on a potential merger
with Chrysler.

Bloomberg relates that Chrysler is seeking a $7 billion financial
aid from the government, fearing that it might run out of cash by
March 31, 2009.  Without the government's help, Chrysler might
have to file for bankruptcy, says Bloomberg.

Chrysler said in a statement that it has retained Jones Day and
other outside advisors "to provide a comprehensive independent
analysis of the various options available to the company."

Corinne Ball, Jones Day's co-head of restructuring, is handling
the case, WSJ states, citing people familiar with the matter.  Ms.
Ball, according to WSJ, has worked on other automotive
bankruptcies like Dana Corp. and many cases involving the United
Auto Workers union.  The report says that Ms. Ball represented GM
in its acquisition of Daewoo.

                  Cerberus' Refusal to Help

WSJ states that Congress has questioned why Chrysler's majority
owner, Cerberus Capital Management LP, doesn't step up to
stabilize the company.  Chrysler's CEO Robert Nardelli, says the
report, told the Senate that he already asked Cerberus Capital for
help but was turned down.

According to WSJ, Rep. Ginny Brown-Waite said that if Cerberus
Capital isn't willing to "put forth any more money to stave off
bankruptcy, how could we in all good conscience expect taxpayers
to take on this substantial cost?"  Mr. Nardelli said that
Cerberus Capital provided investments for purchasing Chrysler from
then-parent Daimler AG of Germany, the report states.  "It's not
as if they haven't tried to provide financial support for us over
this period," and "I assume they don't have access to additional
funds," the report quoted Mr. Nardelli as saying.

                        Merger Plans

WSJ reports that Chrysler and Cerberus Capital are suspected that
they merely want short-term financing to have time before selling
Chrysler or merging it with another company.

Chrysler, according to WSJ, told the Congress it "remains focused
upon developing partnerships, strategic alliances or a
consolidation as a fundamental element of its restructuring."

Previous reports say that Chrysler was in alliance talks with
Nissan Motor Co., and merger negotiations with General Motors
Corp., but decided to abandon both talks to seek government
bailout.  WSJ relates that some members of the House Financial
Services Committee suggested during a hearing on Friday that
Chrysler resume merger talks with GM.

Citing people familiar with the matter, Neal E. Boudette, John D.
Stoll, and Alex P. Kellogg at WSJ relate that Mr. Nardelli and GM
CEO Rick Wagoner agreed that they need to focus on securing
federal bailout loans before considering a merger, which is
expected to be complicated and time-consuming.  The report says
that merger talks could hinder new concessions with the United
Auto Workers union, which is against a GM-Chrysler merger.
Analysts explained that a merged firm could result in layoffs of
tens of thousands of workers due to "excess factory jobs,"
according to the report.

WSJ reports that Messrs. Nardelli and Wagoner said that they could
consider a merger as part of broader plan to provide financial aid
to GM, Chrysler, and Ford Motor Co.  According to WSJ, Mr. Wagoner
and other top officials at GM believed that the company could save
a lot by combining with Chrysler.

Sources said that GM and Chrysler didn't rule out any merger plans
between the two companies, WSJ states.

         Bailout Requests in Congress & Administration

Greg Hitt, Jeffrey McCracken, and Matthew Dolan of WSJ state that
signs of deterioration in the U.S. job market boosted the bailout
requests of GM, Ford Motor, and Chrysler.  The Democratic leaders
in the Congress and the George W. Bush administration are close to
reaching an agreement to provide a down payment to keep the auto
industry afloat until early next year, according to WSJ.

WSJ relates that the deal would draw funds from a program
initially meant to help the industry retool to meet higher fuel-
economy standards.  The funding level is expected to be between
$14 billion and $15 billion, the report says.

The proposed pact, WSJ states, would include a commitment to
rapidly replenish the retooling program, have strong government
oversight through a new board to be created to help manage the
industry's restructuring.

                   Other Financial Support

Canada

Matthew Dolan at WSJ says that GM, Ford Motor, and Chrysler have
approached the Canadian government for financial support.

According to WSJ, Canada's Minister of Industry Tony Clement and
Michael Bryant, Ontario's Minister of Economic Development, said
that they received the restructuring plans they requested from
Chrysler Canada, Ford Motor Company of Canada, and General Motors
of Canada.  The report says that the amount requested in the plans
would be in addition to the $34 billion that the three companies
are requesting from the U.S. Congress.

WSJ relates that Ford Motor submitted its plan to the Canadian
government on Friday, asking for a $2 billion line of credit and
assuring the government that it wouldn't access the line unless:

     -- a more severe downturn in the economy occurred, or
     -- a position similar to the one Ford Motor has taken in its
        bid for a $9 billion credit line pending before the U.S.
        Congress.

Chrysler spokesperson Lori McTavish said that the company
presented its plan in Canada on Thursday, asking for a
$1.6 billion loan from the Federal Government and Province of
Ontario, WSJ reports.  "The amount requested is based on
Chrysler's percent of North American production, which is 23
percent," the report quoted Ms. McTavish as saying.

WSJ states that a GM official said on Friday that the company was
in negotiations with the Canadian government.  GM didn't disclose
the amount of the loan it is seeking from the government.

Argentina

WSJ relates that the Argentine government said on Saturday that it
will offer the country's auto industry about $900 million in
loans.  The Argentine government, according to the report, said on
Thursday that it would invest $3.9 billion to grant low-cost loans
to farmers, industry, and automakers.  The government said that
program includes the local branches of Renault SA, PSA Peugeot
Citroen, Ford Motor, GM, Fiat Group SpA, and Volkswagen SA, the
report states.

Citing Argentine Production Minister Deborah Giorgi, WSJ reports
that the auto makers will each offer two models selling for
$10,000 or less for people purchasing a new car for the first
time, and must shun layoffs and hold down profit margins on cars
sold under the program.

                    GM CEO May be Replaced

John D. Stoll at WSJ reports that GM and Chrysler are being
pressured to proceed with implementing tough measures to change
how they do business, including the possible replacement of Mr.
Wagoner.

Mr. Wagoner should leave GM as part of any broader bailout
package, WSJ says, citing Sen. Chris Dodd.  The report states that
Sen. Dodd said on CBS' "Face The Nation" talk show, "I think
you've got to consider new leadership.  If you're going to
restructure, you've got to bring in a new team to do this.  I
think [Mr. Wagoner] has to move on."

WSJ relates that Mr. Wagoner played a part in some of the missteps
that led to GM's financial problems, including:

     -- the heavy use of sales incentives to drive sales,

     -- a reliance on truck sales and a belated recognition of
        consumer interest in hybrids, and

     -- other fuel-saving small cars.

       Ford, GM, Chrysler Use Internet to Win Support

Emily Steel at WSJ relates that GM, Ford Motor, and Chrysler are
using digital-marketing techniques to seek support for their
federal aid requests.  The report says that Ford Motor, GM, and
Chrysler have launched campaigns on several Web sites, including
Google, YouTube, various blogs, Facebook, and the social-messaging
site Twitter.

Ford Motor, says WSJ, posted videos on YouTube.  WSJ relates that
Ford Motor started purchasing Internet search ads to appear when
bailout-related keywords are used and display ads on news sites --
including those of WSJ and CNN.  According to the report, Ford
Motor is also using blogs and other social media.  The report
states that Ford Motor has enlisted members of its staff to
respond to blog postings and messages on Twitter.

According to WSJ, Chrysler used blogs and created a new YouTube
channel called Grab Democracy, as well as a Web site to promote
its position.  Chrysler launched a virtual road show, which
includes CEO Robert Nardelli talking about the company's business
plan with his senior management team, WSJ relates.

GM, WSJ reports, is running ads linked to search terms about the
auto bailout, the United Auto Workers and the economy, posting
videos on YouTube, and buying ads on the third-party sites where
Google sells space.  GM's site, GMFactsandFiction.com, explains
how the company ended up in its current situation and its plans,
WSJ says.

                       About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital
Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R)
brand vehicles and products.  The company has dealers worldwide,
including Canada, Mexico, U.S., Germany, France, U.K., Argentina,
Brazil, Venezuela, China, Japan and Australia.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 3, 2008,
Dominion Bond Rating Service downgraded the ratings of Chrysler
LLC, including Chrysler's Issuer Rating to CC from CCC (high).
Chrysler's First Lien Secured Credit Facility and Second Lien
Secured Credit Facility have also been downgraded to CCC and CC
(low) respectively.  All trends are Negative.  The ratings action
reflects Chrysler's challenge to maintain sufficient liquidity
balances amid severe industry conditions that have deteriorated
alarmingly over the past few months and are not expected to
improve in the near term.  With this ratings action, Chrysler is
removed from Under Review with Negative Implications, where it was
placed on Nov. 7, 2008.

As reported in the Troubled Company Reporter on Aug. 11, 2008,
Standard & Poor's Ratings Services lowered its ratings on Chrysler
LLC, including the corporate credit rating, to 'CCC+' from 'B-'.

On July 31, 2008, TCR said that Fitch Ratings downgraded the
Issuer Default Rating of Chrysler LLC to 'CCC' from 'B-'.  The
Rating Outlook is Negative.  The downgrade reflects Chrysler's
restricted access to economic retail financing for its vehicles,
which is expected to result in a further step-down in retail
volumes.  Lack of competitive financing is also expected to result
in more costly subvention payments and other forms of sales
incentives.  Fitch is also concerned with the state of the
securitization market and the ability of the automakers to access
this market on an economic basis over the near term, given the
steep drop in residual values, higher default rates, higher loss
severity being experienced and jittery capital market.


CIALES UNIFORMS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Ciales Uniforms Inc.
        PO Box 1406
        Ciales, PR 00638

Bankruptcy Case No.: 08-08053

Type of Business: The Debtor sells suits.

Chapter 11 Petition Date: November 26, 2008

Court: District of Puerto Rico (Old San Juan)

Judge: Enrique S. Lamoutte

Debtor's Counsel: Francisco R. Moya Huff, Esq.
                  moyahuff55@prtc.net
                  BCO Popular Bldg., Ste 401
                  Tetuan 206
                  Tel: (787) 723-0714
                       (724) 2447
                  Fax: (787)725-3685

Total Assets: $0

Total Debts: $2,638,542

A list of the Debtor's largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/prb08-08053.pdf

The petition was signed by president Michael Derop.


CIFG ASSURANCE: Moody's Cuts Rating on Four Cert. Classes to 'B3'
-----------------------------------------------------------------
Moody's Investors Service has taken rating actions on structured
finance securities insured by CIFG Assurance North America, Inc.
These rating actions are a result of Moody's modified approach to
rating structured finance securities wrapped by financial
guarantors.

The rating of these securities is equal to the higher of (i) the
guarantor's insurance financial strength rating and (ii) the
underlying rating (i.e., absent consideration of the guaranty) on
the security.

Issuer: American Home Mortgage Investment Trust 2006-2

  -- Cl. V-A Certificate, Downgraded to B2; previously on
     5/20/2008 A1 Placed Under Review Direction Uncertain

Issuer: GSAA Home Equity Trust 2007-S1

  -- Cl. A-1 Certificate, Downgraded to B3 and Placed Under Review
     Direction Uncertain; previously on 5/20/2008 A1 Placed Under
     Review Direction Uncertain

Issuer: Greenpoint Mortgage Funding Trust 2006-HE1

  -- Cl. Ac Certificate, Downgraded to B3 and Placed Under Review
     Direction Uncertain; previously on 5/20/2008 A1 Placed Under
     Review Direction Uncertain

Issuer: SACO I Trust 2006-12

  -- Cl. II-A Certificate, Downgraded to B3 and Placed Under
     Review Direction Uncertain; previously on 5/20/2008 A1 Placed
     Under Review Direction Uncertain

Issuer: Terwin Mortgage Trust 2007-3SL

  -- Cl. A-1 Certificate, Downgraded to B3 and Placed Under Review
     Direction Uncertain; previously on 5/20/2008 A1 Placed Under
     Review Direction Uncertain

These securities have been placed on review for possible
downgrade.  The underlying ratings of these securities are
currently being reviewed.  Moody's plans to complete the majority
of the review within approximately 60 days.

Issuer: Duke Funding V, Ltd.

  -- Class I-W Senior Secured Floating Rate Notes Due 2033 Bond,
     Aaa Placed on Review for Possible Downgrade; previously on
     2/22/2008 Confirmed at Aaa

These securities, Moody's is unable to determine the underlying
rating, therefore the rating on the securities is equal to the
guarantor's insurance financial strength rating.

Issuer: Transferable Custodial Receipts

  -- Transferable Custodian Receipts Notes, Downgraded to B3 and
     Placed Under Review Direction Uncertain; previously on
     5/20/2008 A1 Placed Under Review Direction Uncertain


CLOROX COMPANY: EVP Sells Shares Acquired Thru Stock Option
-----------------------------------------------------------
Larry Peiros, The Clorox Company's executive vice president and
chief operating officer for North America, disclosed in a Form 4
filing with the Securities and Exchange Commission that he may be
deemed to directly own:

   -- 47,616 shares of the company's common stock after purchasing
      23,400 shares of common stock at $53.9 per share;

   -- 47,591 shares of the company's common stock after the sale
      of 25 shares;

   -- 24,216 shares of common stock after the sale of 23,375
      shares at $61.94 per share.

He also disclosed owning 34,464 shares of the company's common
stock through the Trust after it acquired 25 shares of the
company's common stock, and 555.638 shares of stock through the
ERIP.

Mr. Peiros further disclosed selling all 23,400 shares of common
stock which were acquired through the stock option.

All shares were acquired and sold in a November 5 deal.

As of Sept. 30, 2008, there were 138,712,570 shares outstanding of
the company's common stock par value - $1.00.

                    About The Clorox Company

Headquartered in Oakland, California, The Clorox Company (NYSE:
CLX) -- http://www.thecloroxcompany.com/-- manufactures and
markets household cleaning products with fiscal year 2007
revenues of US$4.8 billion.  Clorox markets some of consumers'
most trusted and recognized brand names, including its namesake
bleach and cleaning products, Green Works(TM) natural cleaners,
Armor All(R) and STP(R) auto-care products, Fresh Step(R) and
Scoop Away(R) cat litter, Kingsford(R) charcoal, Hidden
Valley(R) and K C Masterpiece(R) dressings and sauces, Brita(R)
water-filtration systems, Glad(R) bags, wraps and containers,
and Burt's Bees(R) natural personal care products.

Clorox has manufacturing facilities in China, Costa Rica,
Dominican Republic, Malaysia, Panama, Peru, United Kingdom,
among others.

The Clorox Company's balance sheet at Sept. 30, 2008, showed total
assets of $4.58 billion and total liabilities of $4.95 billion,
resulting in a stockholders' deficit of about $370.00 million.


CLOROX COMPANY: September 30 Balance Sheet Upside-Down by $370MM
----------------------------------------------------------------
The Clorox Company's balance sheet at Sept. 30, 2008, showed total
assets of $4.58 billion and total liabilities of $4.95 billion,
resulting in a stockholders' deficit of about $370.00 million.

The company reported net earnings of $128 million compared to net
earnings of $111 for the same period in the previous year.

The company stated in its regulatory filing with the Securities
and Exchange Commission that its financial condition and
liquidity remain strong as of Sept. 30, 2008.  Net cash provided
by operations was $93 million for the three months ended Sept. 30,
2008, compared to $163 million for the three months ended
Sept. 30, 2007.  The decrease was due to higher working capital.
Working capital reflected the impact of the BBI acquisition and
higher inventory levels resulting from increased commodity costs
and inventory builds to support both new product launches and the
manufacturing network consolidation.  Also contributing to the
decline in cash flow were higher incentive compensation and
interest payments versus the prior year quarter.

The company's balance of working capital, defined in this context
as total current assets net of total current liabilities,
increased by $16 million from June 30, 2008 to Sept. 30, 2008, due
to decreases in accrued liabilities and accounts payable,
partially offset by a decrease in receivables and other current
assets.  The $99 million decrease in accrued liabilities and
accounts payable was driven by $50 million of profit sharing and
incentive compensation payments offset by a net decrease of
$13 million in accrued interest on long-term debt due to the
timing of payments.

Capital expenditures were $39 million during the three months
ended Sept. 30, 2008, compared to $26 million in the comparable
prior year quarter.

Net cash used for financing activities was $75 million for the
three months ended Sept. 30, 2008, compared to $110 million in the
comparable prior year quarter.  The change in cash used for
financing activities was primarily due to lower repayments of
commercial paper due to the decrease in cash provided by
operations.

At Sept. 30, 2008, the company had $754 million commercial paper
outstanding at a weighted average interest rate of 5.3%.  At
June 30, 2008, the company had $781 million commercial paper
outstanding at a weighted average interest rate of 2.9%.

At Sept. 30, 2008, the company had a $1.20 billion revolving
credit agreement, which expires in April 2013.  The company
believes the revolving credit is now available and will continue
to be available for general corporate purposes and to support
commercial paper issuances.

A full-text copy of the the 10-Q filing is available for free at
http://ResearchArchives.com/t/s?3506

                    About The Clorox Company

Headquartered in Oakland, California, The Clorox Company (NYSE:
CLX) -- http://www.thecloroxcompany.com/-- manufactures and
markets household cleaning products with fiscal year 2007
revenues of US$4.8 billion.  Clorox markets some of consumers'
most trusted and recognized brand names, including its namesake
bleach and cleaning products, Green Works(TM) natural cleaners,
Armor All(R) and STP(R) auto-care products, Fresh Step(R) and
Scoop Away(R) cat litter, Kingsford(R) charcoal, Hidden
Valley(R) and K C Masterpiece(R) dressings and sauces, Brita(R)
water-filtration systems, Glad(R) bags, wraps and containers,
and Burt's Bees(R) natural personal care products.

Clorox has manufacturing facilities in China, Costa Rica,
Dominican Republic, Malaysia, Panama, Peru, United Kingdom,
among others.


COLONIAL GARDENS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Colonial Gardens, LLC
        dba Colonial Gardens Residential Care Community
        c/o J Wallace Gutzler
        POB 3006
        Salem, OR 97302-0006

Case No.: 08-36655

Petition Date: December 2, 2008

Court: U.S. Bankruptcy Court
       District of Oregon

Judge: Trish M. Brown

Debtor's Counsel: ALBERT N KENNEDY, Esq.
                  888 SW 5th Ave #1600
                  Portland, OR 97204
                  Tel: (503) 802-2013
                  Email: al.kennedy@tonkon.com

                  LEON SIMSON, Esq.
                  Tel: (503) 802-2067
                  Email: leon.simson@tonkon.com

                  TIMOTHY J CONWAY, Esq.
                  Tel: (503) 802-2027
                  Email: tim.conway@tonkon.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts:  $1,000,001 to $10,000,000

A list of the Debtor's 20 largest unsecured creditors is available
for free at:

         http://bankrupt.com/misc/orb08-36655.pdf

Ten affiliates filed separate Chapter 11 petitions on
August 17, 2008, in the Middle District of Tennessee,
Nashville Division:

   Affiliate                                 Case Number
   ---------                                 -----------
Nashville Senior Living, LLC                    08-07254

Anderson Senior Living Property, LLC            08-07255

Charlotte Oakdale Property, LLC                 08-07256

Greensboro Oakdale Property, LLC                08-07257

Mt. Pleasant Oakdale I Property, LLC            08-07258

Mt. Pleasant Oakdale II Property, LLC           08-07259

Pinehurst Oakdale Property, LLC                 08-07260

Winston-Salem Oakdale Property, LLC             08-07261

Century Fields Retirement and Assisted
   Living Community, LLC                        08-07338

Briarwood Retirement and Assisted Living
   Community, LLC                               08-07339

Three more affiliates filed separate Chapter 11 petitions on
December 1, 2008, in Oregon:

   Affiliate                                 Case Number
   ---------                                 -----------
Portland Senior Living, LLC                     08-36630

Stayton SW Assisted Living, L.L.C.              08-36637

Medallion Assisted Living Limited Partnership   08-36638


COMFORT COMPANY: Files Reorganization Plan & Disc. Statement
------------------------------------------------------------
Comfort Company, Inc. and its affiliated debtors filed with the
U.S. Bankruptcy Court for the District of Delaware on Nov. 26,
2008, their Joint Plan of Reorganization and Disclosure Statement
in support of their Joint Plan of Reorganization.  A hearing to
consider the adequacy of the Disclosure Statement is set before
the Honorable Mary F. Walrath on Dec. 22, 2008.

                           Plan Funding

In order to finance distributions contemplated by the Plan and to
fund the Debtors' operations, the Debtors will secure commitments
for exit financing in amounts sufficient to fund the payments
required under the Plan and to operate their businesses going
forward.

Following is a summary of the classification and treatment of
Claims and Equity Interests under the Plan

              Classification and Treatment of Claims

Except with respect to Administrative Claims that are Fee Claims,
each holder of an Allowed Administrative Claim shall be paid in
full.

Each holder of an Allowed Priority Tax Claim shall receive Cash
installment payments in accordance with Sec. 1129(a)(9)(C) of the
Bankruptcy Code.

Except to the extent a holder of a DIP Claim agrees to convert its
DIP Claim into loans or letters of credit outstanding under the
Exit Facility, all DIP Claims will be paid in full from the
proceeds of the initital drawing under the Exit Facility.

   Class            Type of Claim                  Status
   -----         -----------------------------     ----------
     1           Other Priority Claim              Unimpaired

     2           First Lien Secured Claims         Impaired

     3           Other Secured Claims              Unimpaired

     4           First Lien Deficiency Claims      Impaired

     5           Second Lien Claims                Impaired

     6           General Unsecured Claims          Impaired

     7           Intercompany Claims               Unimpaired

     8           Intercompany Equity Interests     Unimpaired

     9           Existing Equity Interests         Impaired

The Plan contemplates:

    a) Payment in full in Cash to holders of Allowed Other
       Priority Claims under Class 1;

    b) Distribution of term notes and shares representing an
       aggregate of at least 75% of the Issued New Equity to
       holders of Allowed First Lien Secured Claims under Class 2;

    c) At the sole option of the Debtors, payment in full in Cash,
       or reinstatement of such Allowed Other Secured Claim under
       Class 3, or return of the Collateral securing its Allowed
       Other Secured Claim in full and complete satisfaction of
       such Allowed Other Secured Claim;

    d) Distribution of shares representing an aggregate of 6.8% of
       the Issued New Equity and 68% of the net proceeds of all
       recoveries on Avoidance Actions to holders of First Lien
       Deficiency Claims under Class 4;

    e) Distribution of shares representing an aggregate of 2.3% of
       the Issued New Equity and 23% of the net proceeds of all
       recoveries on Avoidance Actions to holders of Second Lien
       Claims under Class 5;

    f) Distribution of shares representing an aggregate of 0.9% of
       the Issued New Equity and 9% of the net proceeds of all
       recoveries on Avoidance Actions to holders of Allowed
       General Unsecured Claims under Class 6 other than First
       Lien Deficiency Claims under Class 4 and Second Lien
       Claims under Class 5;

    g) allowing holders of Intercompany Claims under Class 7 to
       retain those claims, which shall not be discharged by the
       Plan or Confirmation Order, but shall instead be
       liquidated, determined and satisfied in accordance, and in
       a manner consistent, with the Debtors historical practices
       as if the Chapter 11 Cases had not been commenced; and

    h) allowing holders of Intercompany Equity Interests under
       Class 8 to retain those Equity Interests.

    i) Holders of Existing Equity Interests under Class 9
       shall receive no Distribution, and all Existing Equity
       Interests will be cancelled and deemed worthless.

Classes 1, 3, 7 and 8 under the Plan are Unimpaired.  Pursuant to
Sec. 1126(f) of the Bankruptcy Code, holders of such Class 1,
Class 3, Class 7 and Class 8 Claims are conclusively deemed to
have accepted the Plan and therefore may not vote to accept or
reject the Plan.  Classes 2, 4, 5 and 6 under the Plan are
Impaired.  Holders of such Class 2, Class 4, Class 5 and Class 6
Claims as of the Record Date, are entitled to vote to
accept or reject the Plan.  Holders of Class 9 Equity Interests
also are Impaired under the Plan and will receive no Distribution
or property under the Plan.  Accordingly, they are conclusively
presumed to have voted to reject the Plan and will not
receive Ballots.

A full-text copy of the Debtors' Joint Plan of Reorganization is
available for free at http://researcharchives.com/t/s?35db

A full-text copy of the Debtors' Disclosure Statement in support
of the Debtors' Joint Plan of Reorganization is available for free
at http://researcharchives.com/t/s?35dc

                       About Comfort Co.

Headquartered in West Long Branch, New Jersey, Comfort Co., Inc. -
- http://www.sleepinnovations.com/-- is a holding company that
owns 100% of the common stock of Sleep Innovations, Inc., which,
in turn, is the direct parent of Advanced Innovations East, LLC,
Advanced Innovations West, LLC, Advanced Innovations Central, LLC
and Advanced Urethane Technologies, Inc.  Advanced Urethane is the
direct parent of AUT Brehnam, Inc. AUT Dallas, Inc., AUT Lebanon,
Inc., AUT Newburyport, Inc. and AUT West Chicago, Inc.

The Debtors develop, manufacture, market and distribute foam
comfort sleep products, which include pillows, mattresses and
mattress toppers, for sale to major retailers in the United
States, Canada, Mexico and other countries.  The Debtors also
manufacture and sell standard and specialty polyurethane foam
products to end market users, such as manufacturers in the
bedding, furniture, automotive, packaging, medical and consumer
products industries.

The Debtors filed for Chapter 11 relief on Oct. 3, 2008 (Bankr. D.
Del. Lead Case No. 08-12305).  Michael R. Lastowski, Esq., and
Richard W. Riley, Esq., at Duane Morris LLP, in Wilmington,
Delaware, Sommer Leigh Ross, Esq., at Duane Morris LLP, in
Philadelphia, and Sheryl L. Toby, Esq.. at Dykema Gossett, PLLC,
represents the Debtors as counsel.  In its schedules, Comfort
Company, Inc. listed total assets of $992 and total debts of
$338,408,756.  In its schedules, Sleep Innovations listed total
assets of $93,363,164 and total debts of $366,468,023.

On Nov. 21, 2008, the Court entered an order establishing Jan. 15,
2009, as the deadline for general creditors to file proofs of
claim against the Debtors and April 1, 2009, as the deadline for
governmental units to file proofs of claim against the Debtors.


COMMONWEALTH LAND: S&P Revises Counterparty Rating to R From BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
counterparty credit and financial strength ratings on Lawyers
Title Insurance Corp. and Commonwealth Land Title Insurance Co. to
'R' from 'BB-'.

S&P also said that it withdrew its 'BB-' ratings on Land Title
Insurance Co., Title Insurance Co. of America, Transnation Title
Insurance Co., and Transnation Title Insurance Co. of New York.
These entities were merged into other, larger title insurance
subsidiaries.  (S&P never assigned a rating to United Capital
Title Insurance Co., a key member of LandAmerica.)

S&P revised the ratings on Lawyers and Commonwealth to 'R'
following the Nebraska Department of Insurance's filing of orders
of rehabilitation for these companies.  Lawyers and Commonwealth
are title insurance subsidiaries of LandAmerica Financial Group
Inc., which filed for bankruptcy protection on Nov. 26, 2008.  It
is S&P's policy to revise the ratings on an insurer to 'R' anytime
an insurer is placed under regulatory supervision.  NEDOI's
actions have no impact on S&P's 'BB-' ratings on LandAmerica New
Jersey Title Insurance Co., which remain on CreditWatch
developing.

Despite the orders of rehabilitation, S&P's views Fidelity
National Financial Inc.'s planned acquisition of LFG's title
insurance operations (LandAmerica) -- including Lawyers and
Commonwealth -- as a positive for LandAmerica.  Applying FNF's
historically effective strategy for managing mortgage cycles
should improve LandAmerica's profitability.  FNF believes
combining the operations will lead to significant cost savings for
the consolidated entity.  FNF should also benefit from
LandAmerica's strong presence in the commercial title insurance
industry.

"If the merger is completed, S&P would likely assign ratings to
all of the LandAmerica operating companies, including Lawyers and
Commonwealth," said S&P's credit analyst James Brender.  "However,
it is unlikely that S&P would align the ratings on these entities
with those on FNF's title insurance subsidiaries unless the group
provides additional explicit support to LandAmerica."  S&P
generally does not view recently acquired companies as core
subsidiaries, but S&P could come to consider them core if they are
fully integrated into the group's strategy and operations.  S&P
would likely downgrade LandAmerica's subsidiaries (except Lawyers
and Commonwealth) if the merger is not completed.


CONFRONTATION CHURCH: Case Summary & 2 Largest Creditors
--------------------------------------------------------
Debtor: Confrontation Church of God in Christ, Inc.
        430 West Main
        La Porte, TX 77571

Case No.: 08-37664

Petition Date: December 1, 2008

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Dennis James Albright, Esq.
                  2201 Market Sq, Ste 418
                  Galveston, TX 77550-1529
                  Tel: 713-453-2157
                  Fax: 713-453-2162
                  Email: dennis.albright@sbcglobal.net

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts:  $100,000 to $500,000

The Debtor identified its two largest unsecured creditors as:

       U.S. Bank Manifest Funding Services
       1450 Channel Parkway
       Marshall, MN56258

       Managed Mortgage Investment Fund, LP
       13214 Park Forest Trail
       Cyrpess, TX 77429

The Debtor did not specify the claim amounts.


COUNTRY GARDEN: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Country Garden Inn & Spa, Inc.
        dba Country Garden Mahar Trust
        101 Main Street
        Rowley, MA 01969

Bankruptcy Case No.: 08-19069

Chapter 11 Petition Date: November 26, 2008

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: John F. Davis, Esq.
                  johnfdavisesq@comcast.net
                  Borwn, Brown & Davis LLC
                  PO Box 37
                  Beverly, MA 01915
                  Tel: (978) 232-9640
                  Fax: (978) 232-9644

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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

The petition was signed by president Alan Mahar.


DEAN HEMBREE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Dean Hembree Properties, LLC
        P.O. Box 416
        Villa Rica, GA 30180

Bankruptcy Case No.: 08-13618

Chapter 11 Petition Date: December 2, 2008

Court: Northern District of Georgia (Newnan)

Judge: W. Homer Drake

Debtor's Counsel: J. Nevin Smith, Esq.
                  cstembridge@smithdiment.com
                  Smith Diment Conerly, LLP
                  402 Newman Street
                  Carrollton, GA 30117
                  Tel: (770) 834-1160
                  Fax: (770) 834-1190

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A list of the Debtor's largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/ganb08-13618.pdf

The petition was signed by manager Robert W. Dean.


DOUGLAS SAAREL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Douglas A. Saarel
        dba Sky Ranch Seminars
        Susann Saarel Windows of the Heart Fine
         Art Portraiture
        fdba Susann Saarel Photography
        Sussan Ehringer
        201 Elk Ridge Road
        Livingston, MT 59047

Bankruptcy Case No.: 08-61684

Chapter 11 Petition Date: December 2, 2008

Court: U.S. Bankruptcy Court, District of Montana (Butte)

Debtor's Counsel: James A. Patten, Esq.
                  Patten, Peterman, Bekkedahl & Green
                  The Fratt Building, Ste. 3000
                  Billing, MT 59101
                  Tel: (406) 252-8500
                  Fax: (406) 294-9500

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

A list of the Debtor's largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/mtb08-61684.pdf


EL POLLO: S&P Junks Corporate Credit Rating; Outlook Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered the corporate
credit rating on Costa Mesa, California-based El Pollo Loco Inc.
to 'CCC+' from 'B-'.  At the same time, S&P revised the recovery
rating on the company's senior secured credit facility to '2' from
'1' and changed the recovery rating on the company's unsecured
notes to '6' from '5'.  The '2' recovery rating indicates S&P's
expectation of substantial (70%-90%) recovery in the event of
default, while the '6' recovery rating indicates its expectation
of negligible (0%-10%) recovery in the event of default.

In line with these changes, S&P lowered the issue-level rating on
the senior secured credit facility to 'B-' from 'B+', and the
facility is now rated one notch above the corporate rating on El
Pollo Loco.  S&P also lowered the issue-level rating on the
unsecured notes to 'CCC-' from 'CCC+' and the notes are now rated
two notches below the corporate credit rating.  The outlook is
negative.

"The downgrade reflects the limited cushion over financial
covenants despite available cash balances at the company and its
parent, Chicken Acquisition Corp.," said S&P's credit analyst
Charles Pinson-Rose.


ELIAS NAMAN II: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Elias Michael Naman, II
        aka Alec Naman
        9990 Waterford Way
        Mobile, AL 36695

Case No.: 08-14816

Petition Date: December 3, 2008

Court: U.S. Bankruptcy Court
       Southern District of Alabama (Mobile)

Debtor's Counsel: Michael B. Smith, Esq.
                  PO Box 40127
                  Mobile, AL 36640
                  Tel: (251)441-8077
                  Email: smi067@aol.com

Total Assets: $798,652

Total Debts:  $1,178,400

A list of the Debtor's 20 largest unsecured creditors is available
for free at:

         http://bankrupt.com/misc/alsb08-14816.pdf


ERIC GLASSER: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: ERIC DALE GLASSER
        dba WOOD RITE, LLC
        dba LANDMARK CONTRUCTION GROUP
        2530 BLAIR BLVD
        Nashville, TN 37212

Case No.: 08-11406

Petition Date: December 3, 2008

Court: U.S. Bankruptcy Court
       Middle District of Tennessee (Nashville)

Debtor's Counsel: STEVEN L. LEFKOVITZ, Esq.
                  LAW OFFICES LEFKOVITZ & LEFKOVITZ
                  618 CHURCH ST STE 410
                  NASHVILLE, TN 37219
                  Tel: 615 256-8300
                  Fax: 615 250-4926
                  Email: Stevelefkovitz@aol.com

Estimated Assets: $1,416,700

Estimated Debts:  $1,736,239

A list of the Debtor's 20 largest unsecured creditors is available
for free at:

         http://bankrupt.com/misc/tnmb08-11406.pdf


FAIRFAX FINANCIAL: Fitch BB+ Ratings Unmoved by Northbridge Offer
-----------------------------------------------------------------
Fairfax Financial Holdings Limited's recently announced formal
offer to acquire the remaining 37% of Northbridge Financial
Corporation that it does not already own does not affect ratings
on Fairfax or any of its subsidiaries, according to Fitch Ratings.

This privatization offer is consistent with Fitch's view of
Fairfax as a 'true' holding company acquiring and overseeing
subsidiary insurance and reinsurance companies under a
decentralized management approach.  While the cash consideration
of C$686 million (C$39.00 per share) represents an almost 29%
premium over the closing price when Fairfax approached Northbridge
with the proposed transaction on Nov. 13, 2008, Fitch considers
this a prudent use of cash given the opportunities available in
the current difficult investment and credit market environment.
Furthermore, Fairfax maintains a sizable amount of holding company
cash, short-term investments and marketable securities
($1.2 billion at Sept. 30, 2008) that provides the company with
favorable financial flexibility and liquidity for operating needs
and debt service.

Fairfax's debt-to-total capital ratio is reasonable at about 24%
at Sept. 30, 2008 as the company has been able to grow
shareholders' equity almost 11% since year-end 2007.  This
increase is driven by $1.1 billion of net earnings in the first
nine months of 2008, including $1.9 billion in gains on
investments, primarily from highly volatile credit default swaps
and equity and equity index total return swaps and short
positions.  Through the first nine months of 2008, Northbridge
reported $140.4 million of pre-tax income with a 103.9% combined
ratio.

Fitch's ratings of Fairfax's three core operating businesses -
primary US insurance operations through Crum & Forster, Canadian
insurance operations through Northbridge and reinsurance
operations through Odyssey Re - are rated at stand-alone levels
currently, with no enhancement or detriment from the parent
company. Northbridge has been a publicly traded company in Canada
since Fairfax sold 19% via an initial public offering in May 2003.
A secondary offering completed in May 2004 brought Fairfax's
ownership to approximately 59% and is currently approximately 63%.
Following the transaction, expected to be completed in the first
quarter of 2009, Northbridge will be a wholly owned subsidiary of
Fairfax.

Fitch currently rates Fairfax and subsidiaries as follows with a
Stable Rating Outlook:

Fairfax Financial Holdings Limited

  -- Issuer Default Rating (IDR) 'BBB-';
  -- Senior debt 'BB+';
  -- $182 million unsecured due April 15, 2012 'BB+';
  -- $91 million unsecured due Oct. 1, 2015 'BB+';
  -- $283 million unsecured due June 15, 2017 'BB+';
  -- $144 million unsecured due April 15, 2018 'BB+';
  -- $92 million unsecured due April 15, 2026 'BB+';
  -- $91 million unsecured due July 15, 2037 'BB+'.

Fairfax, Inc.

  -- IDR 'BBB-'.

Odyssey Re Holdings Corp.

  -- IDR 'BBB';
  -- $50 million series A unsecured due March 15, 2021 'BBB-';
  -- $50 million series B unsecured due March 15, 2016 'BBB-';
  -- $40 million series C unsecured due Dec. 15, 2021 'BBB-';
  -- $225 million unsecured due Nov. 1, 2013 'BBB-';
  -- $125 million unsecured due May 1, 2015 'BBB-';
  -- $50 million series A preferred shares 'BB+';
  -- $50 million series B preferred shares 'BB+'.

Odyssey America Reinsurance Corporation

  -- Insurer Financial Strength (IFS) at 'A-'.

Crum & Forster Holdings Corp.

  -- IDR at 'BB+';
  -- $330 million unsecured due May 1, 2017 at 'BB'.

Crum & Forster Insurance Group:
Crum and Forster Insurance Company
Crum & Forster Indemnity Company
The North River Insurance Company
United States Fire Insurance Company

  -- IFS at 'BBB'.

Northbridge Financial Insurance Group:
Commonwealth Insurance Company
Commonwealth Insurance Company of America
Federated Insurance Company of Canada
Lombard General Insurance Company of Canada
Lombard Insurance Company
Markel Insurance Company of Canada
Zenith Insurance Company (Canada)

  -- IFS at 'BBB+'.


FINLAY FINE: Distressed Exchange of Notes Cues Moody's 'D' Rating
-----------------------------------------------------------------
Moody's Investors Service downgraded the probability of default
rating of Finlay Fine Jewelry Corporation to D from Ca signifying
that a default has occurred on its rated securities.  In addition,
Moody's also downgraded the company's corporate family rating to
Caa3 from Caa2 and affirmed the senior unsecured notes rating at
Ca.  The rating outlook is negative.

The downgrade of the probability of default rating to D is
prompted by Finlay's distressed exchange of $139.6 million of its
8.375% Senior Notes for new Third Lien Secured PIK Notes.  Moody's
intends to change Finlay's Probability of Default rating to Caa3
in the very near term.

The downgrade of the corporate family rating reflects the
company's sizable level of free cash flow burn given its very weak
operating performance, and the increased probability that the
company could suffer another default on its debt over the next 12-
18 months.  In addition, the downgrade reflects the additional
debt Finlay incurred by issuing $20 million of senior secured
second lien notes.

The distressed exchange of 70% of Finlay's senior unsecured notes
for third lien PIK notes will provide the company with some cash
flow relief.  However, Finlay's liquidity is weak despite the
temporary relief from paying a portion of its interest expense in
cash as well as the new capital provided by the $20 million second
lien notes.  The company is currently generating significant free
cash flow deficits which are expected to continue given the
challenging economic environment.

The Caa3 corporate family rating reflects Finlay's very weak
credit metrics and increasing amounts of free cash flow burn.  The
rating also reflects its very limited financial flexibility.  The
rating reflects the risk that Finlay potentially may not be able
to meet its minimum availability threshold under its asset based
revolving credit facility without reducing its current level of
free cash flow burn.

The negative outlook reflects the very difficult Holiday sales
environment which is likely to significantly pressure Finlay's
fourth quarter sales results, liquidity, and credit metrics.

These ratings are downgraded:

  -- Corporate family rating to Caa3 from Caa2;
  -- Probability of default rating to D from Ca.

Moody's will change the probability of default rating to Caa3 this
week.

This rating is affirmed and point estimates adjusted:

  -- Senior unsecured notes at Ca (LGD 6, 91%).

The last rating action on Finlay was on November 19, 2008 when the
company's probability of default and senior unsecured notes
ratings were downgraded Ca following its announcement of the
distressed exchange.  This rating action concludes the review for
possible downgrade.

Finlay Fine Jewelry, headquartered in New York City, operates 671
leased jewelry departments in major retailers as well as 67 Bailey
Banks and Biddle locations, 35 Carlyle, and 5 Congress Jewelers
specialty jewelry stores.  For the year ended February 3, 2008,
revenues from continuing operations were nearly $836 million.


FINLAY ENTREPRISES: S&P Raises Corporate Credit Rating to 'CCC'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Finlay Enterprises Inc. and its wholly owned
subsidiary Finlay Fine Jewelry Corp. to 'CCC' from 'SD'.  The
outlook is negative.

At the same time, S&P raised the rating on the company's remaining
8 3/8% senior notes due June 2012 outstanding to 'CC' from 'D' and
assigned a recovery rating of '6' to this debt issue, indicating
S&P's expectation for negligible (0%-10%) recovery in the event of
a payment default.  S&P also assigned recovery ratings to the
company's new second- and third-lien debt due 2012.  The issue-
level ratings on the second- and third-lien debt are 'CC' (two
notches lower than the corporate credit rating on Finlay), and S&P
assigned a recovery rating of '6' to the debt, indicating S&P's
expectation for negligible (0%-10%) recovery in the event of a
payment default.

"The upgrade reflects the completion of the distressed debt
exchange and resulting capital structure which provides the
company with marginally more liquidity," said S&P's credit analyst
David Kuntz.


FITNESS HOLDINGS: May Use Cash Collateral Until Dec. 21, 2008
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved on Nov. 25, 2008, the stipulation of Fitness Holdings
International, Inc., Pacific Western Bank, and the Official
Committee of Unsecured Creditors for the use of Cash Collateral
for a period of three weeks, beginning on Dec. 1, 2008, and ending
Dec. 21, 2008, exclusively to pay the items set forth in the
proposed budget.

As of the Petition Date, the Debtor's entire outstanding
indebtedness to Pacific Western Bank was approximately
$18,783,489, consisting of principal of $18,639,313, interest of
$135,594, and legal fees and costs of approximately $8,582.  This
indebtedness is secured by the Debtors' cash and inventory.  The
Debtor says its inventory is valued, on a going concern basis, at
$18,861,911 as of the Petition Date.  Together with cash of
$586,000, the total cash and inventory is valued at $19,447,911.

The Bank is granted valid, duly-perfected and unavoidable security
interests in all of the Debtor's and all of the estate's right,
title and interest in all postpetion property with the same
description and to the same extent as the Bank's prepetition
security interests

The Bank's replacement liens and claim are subject only to a
Carve-Out for (i) U.S. Trustee fees, (ii) allowed actual and
necessary expenses incurred by members of the Committee, but only
to extent such expenes are approved by the Court and provided for
by a specific line item in the proposed budget, and (iii) allowed
fees of the Debtor's bankruptcy counsel and financial advisor and
of similar professionals employed by the Committee, to the extent
approved by the Court and provided foro by a specific line item in
the proposed budget.

As adequate protection, Pacific Western is granted adequate
protection payments against diminution in the value of the
Collateral.  The Committee may, however, within 60 days from the
date of such payment, file a motion seeking a determination that
the payment was in excess of the amount necessary to afford such
protection to the Bank.

                     About Fitness Holdings

Long Beach, Calif.-based Fitness Holdings International, Inc.,
is a retailer of fitness equipment for home use.  As of the
Petition Date, the Debtor operated 111 retail stores.

The company filed for Chapter 11 protection on Oct. 20, 2008
(Bankr. C. D. Calif. Case No. 08-27527).  David S. Kupetz, Esq.,
and Tamar Kouyoumjian, Esq., at SulmeyerKupetz, A Professional
Corporation, represent the company in its restructuring efforts.
Henkie F. Barron, Esq., at Winston & Strawn LLP, represents the
Official Committee of Unsecured Creditors as counsel.  The company
listed assets of between $10 million and $50 million, and debts
between $10 million and $50 million.


FITNESS HOLDINGS: May Employ Kibel Green as Financial Advisors
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
granted Fitness Holdings International, Inc., permission to employ
Kibel Green, Inc., as its financial advisors and investment
bankers.

As the Debtor's financial advisors and investment bankers, Kibel
Green will, among others, assist the Debtor in addressing finance
and accounting issues and assist the Debtor in the potential sale
of its assets either as a "going concern," a liquidation, or a
combination of both.

As compensation for its services, from the Petition Date through
the eight weeks after the Petition Date, Kibel Green shall be paid
a flat weekly fee of $25,000.  Thereafter, the fees payable to
Kibel Green will be reduced to $15,000 per week, which will be
payable until such time that Kibel Green's employment is complete.
All weekly payments to Kibel Green shall be subject to
authorization in a cash collateral budget to be approved by the
Court.

Prior to the Petition Date, Kibel Green received total payments of
$200,000.  After deducting for services rendered prior to the
Petition Date, a balance of $180,015 remains.

Richard Alston, a managing director at Kibel Green, assures the
Court that the management and financial consulting firm does not
hold or represent any interest adverse to the Debtor or its
estate, and that the firm is a "disinterested person" as that term
is defined in Sec. 101(14) of the Bankrutcy Code.

                     About Fitness Holdings

Long Beach, Calif.-based Fitness Holdings International, Inc.,
is a retailer of fitness equipment for home use.  As of the
Petition Date, the Debtor operated 111 retail stores.

The company filed for Chapter 11 protection on Oct. 20, 2008
(Bankr. C. D. Calif. Case No. 08-27527).  David S. Kupetz, Esq.,
and Tamar Kouyoumjian, Esq., at SulmeyerKupetz, A Professional
Corporation, represent the company in its restructuring efforts.
Henkie F. Barron, Esq., at Winston & Strawn LLP, represents the
Official Committee of Unsecured Creditors as counsel.  The company
listed assets of between $10 million and $50 million, and debts
between $10 million and $50 million.


FLORIDA LAND: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Florida Land Co II V V, LLC
        c/o Ambit Funding
        24 South River Street
        Wilkes-Barre, PA 18702

Case No.: 08-08639

Petition Date: December 3, 2008

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Debtor's Counsel: Douglas Q. Wickham, Esq.
                  Hatch, Little & Bunn, LLP
                  PO Box 527
                  Raleigh, NC 27602
                  Tel: 919 856-3940
                  Fax: 919 856-3950
                  Email: dqwickham@hatchlittlebunn.com

Total Assets: $7,776,000

Total Debts:  $5,095,000

The Debtor's two largest unsecured creditors are:

       Cox Kliewer & Co. PC                $390,000
       2533 Virginia Beach Blvd.
       Virginia Beach, VA 23452

       John A. Edwards & Co.                $48,597
       333 Wade Ave
       Raleigh, NC 27605


FORD MOTOR: Seeks Financial Support From Canadian Gov't
-------------------------------------------------------
Matthew Dolan at The Wall Street Journal reports that Ford Motor
Co., General Motors Corp., and Chrysler LLC have approached the
Canadian government for financial support.

According to WSJ, Canada's Minister of Industry Tony Clement and
Michael Bryant, Ontario's Minister of Economic Development, said
that they received the restructuring plans they requested from
Chrysler Canada, Ford Motor Company of Canada, and General Motors
of Canada.  The report says that the amount requested in the plans
would be in addition to the $34 billion that the three companies
are requesting from the U.S. Congress.

WSJ relates that Ford Motor submitted its plan to the Canadian
government on Friday, asking for a $2 billion line of credit and
assuring the government that it wouldn't access the line unless:

     -- a more severe downturn in the economy occurred, or
     -- a position similar to the one Ford Motor has taken in its
        bid for a $9 billion credit line pending before the U.S.
        Congress.

Chrysler spokesperson Lori McTavish said that the company
presented its plan in Canada on Thursday, asking for a
$1.6 billion loan from the Federal Government and Province of
Ontario, WSJ reports.  "The amount requested is based on
Chrysler's percent of North American production, which is 23
percent," the report quoted Ms. McTavish as saying.

WSJ states that a GM official said on Friday that the company was
in negotiations with the Canadian government.  GM didn't disclose
the amount of the loan it is seeking from the government.

Argentina

WSJ relates that the Argentine government said on Saturday that it
will offer the country's auto industry about $900 million in
loans.  The Argentine government, according to the report, said on
Thursday that it would invest $3.9 billion to grant low-cost loans
to farmers, industry, and automakers.  The government said that
program includes the local branches of Renault SA, PSA Peugeot
Citroen, Ford Motor, GM, Fiat Group SpA, and Volkswagen SA, the
report states.

Citing Argentine Production Minister Deborah Giorgi, WSJ reports
that the auto makers will each offer two models selling for
$10,000 or less for people purchasing a new car for the first
time, and must shun layoffs and hold down profit margins on cars
sold under the program.

         Bailout Requests in Congress & Administration

Greg Hitt, Jeffrey McCracken, and Matthew Dolan of WSJ state that
signs of deterioration in the U.S. job market boosted the bailout
requests of GM, Ford Motor, and Chrysler.  The Democratic leaders
in the Congress and the George W. Bush administration are close to
reaching an agreement to provide a down payment to keep the auto
industry afloat until early next year, according to WSJ.

WSJ relates that the deal would draw funds from a program
initially meant to help the industry retool to meet higher fuel-
economy standards.  The funding level is expected to be between
$14 billion and $15 billion, the report says.

The proposed pact, WSJ states, would include a commitment to
rapidly replenish the retooling program, have strong government
oversight through a new board to be created to help manage the
industry's restructuring.

       Ford, GM, Chrysler Use Internet to Win Support

Emily Steel at WSJ relates that GM, Ford Motor, and Chrysler are
using digital-marketing techniques to seek support for their
federal aid requests.  The report says that Ford Motor, GM, and
Chrysler have launched campaigns on several Web sites, including
Google, YouTube, various blogs, Facebook, and the social-messaging
site Twitter.

Ford Motor, says WSJ, posted videos on YouTube.  WSJ relates that
Ford Motor started purchasing Internet search ads to appear when
bailout-related keywords are used and display ads on news sites --
including those of WSJ and CNN.  According to the report, Ford
Motor is also using blogs and other social media.  The report
states that Ford Motor has enlisted members of its staff to
respond to blog postings and messages on Twitter.

According to WSJ, Chrysler used blogs and created a new YouTube
channel called Grab Democracy, as well as a Web site to promote
its position.  Chrysler launched a virtual road show, which
includes CEO Robert Nardelli talking about the company's business
plan with his senior management team, WSJ relates.

GM, WSJ reports, is running ads linked to search terms about the
auto bailout, the United Auto Workers and the economy, posting
videos on YouTube, and buying ads on the third-party sites where
Google sells space.  GM's site, GMFactsandFiction.com, explains
how the company ended up in its current situation and its plans,
WSJ says.

                       About Ford Motor Co.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The company provides
financial services through Ford Motor Credit Company.

The company has operations in Japan in the Asia Pacific region. In
Europe, the company maintains a presence in Sweden, and the United
Kingdom.  The company also distributes its brands in various
Latin-American regions, including Argentina and Brazil.

                       *     *     *

As reported in the Troubled Company Reporter on Nov. 11,
2008, Moody's Investors Service lowered the debt ratings of
Ford Motor Company, Corporate Family and Probability of
Default Ratings to Caa1 from B3.  The company's Speculative
Grade Liquidity rating remains at SGL-3 and the rating outlook
is negative.  In a related action Moody's also lowered the
long-term rating of Ford Motor Credit Company to B3 from B2.
The outlook for Ford Credit is negative.

As reported in the Troubled Company Reporter on Oct. 10, 2008,
Fitch Ratings downgraded the Issuer Default Rating of Ford Motor
Company and Ford Motor Credit Company by one notch to 'CCC' from
'B-'.


FORD MOTOR: Will Review Strategic Alternatives for Volvo Cars
-------------------------------------------------------------
Ford Motor Company will re-evaluate strategic options for Volvo
Car Corporation, including the possible sale of the Sweden-based
premium automaker.

Ford said the decision to re-evaluate strategic options for Volvo
comes in response to the significant decline in the auto industry
particularly in the past three months and the severe economic
instability worldwide.  The strategic review of Volvo is in line
with a broad range of actions Ford is taking to strengthen its
balance sheet and ensure it has the resources to implement its
product-led transformation plan.

"Given the unprecedented external challenges facing Ford and the
entire industry, it is prudent for Ford to evaluate options for
Volvo as we implement our ONE Ford plan," said Ford president and
CEO Alan Mulally.  "Volvo is a strong global brand with a proud
heritage of safety and environmental responsibility and has
launched an aggressive plan to right-size its operations and
improve its financial results.  As we conduct this review, we are
committed to making the best decision for both Ford and Volvo
going forward."

Ford said the review likely will take several months to complete.
In the meantime, Ford will continue working closely with Volvo as
it implements its restructuring plan under CEO Stephen Odell, who
was appointed to lead Volvo earlier this year.

At the same time, Ford and Volvo will continue to put in place
processes that allow Volvo to operate on a more stand-alone basis
in the absence of the Premier Automotive Group structure, an
effort which began in November 2007 following a previous review by
Ford of strategic options for Volvo.

"Outstanding safety, an increased focus on environmentally
friendly vehicles and contemporary Scandinavian design will
continue to be the foundation upon which we will build a strong
Volvo business for the future," Mr. Odell said.  "We intend to
build upon our strong brand heritage and to appeal to our global
customers with vehicles like the new XC60 -- the safest car Volvo
has ever built.  Volvo also will introduce seven low-emission
models in 2009, giving us the best environmental product range in
the premium segment.

"We have a strong brand presence in Europe, North America and the
Asia Pacific region, and are growing in key markets such as China
and Russia, where we are the leading premium brand," Mr. Odell
added.

                       About Ford Motor Co.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The company provides
financial services through Ford Motor Credit Company.

The company has operations in Japan in the Asia Pacific region. In
Europe, the company maintains a presence in Sweden, and the United
Kingdom.  The company also distributes its brands in various
Latin-American regions, including Argentina and Brazil.

                       *     *     *

As reported in the Troubled Company Reporter on Nov. 11,
2008, Moody's Investors Service lowered the debt ratings of
Ford Motor Company, Corporate Family and Probability of
Default Ratings to Caa1 from B3.  The company's Speculative
Grade Liquidity rating remains at SGL-3 and the rating outlook
is negative.  In a related action Moody's also lowered the
long-term rating of Ford Motor Credit Company to B3 from B2.
The outlook for Ford Credit is negative.

As reported in the Troubled Company Reporter on Oct. 10, 2008,
Fitch Ratings downgraded the Issuer Default Rating of Ford Motor
Company and Ford Motor Credit Company by one notch to 'CCC' from
'B-'.


FORD MOTOR: GVP Sells 8,522 Shares of Common Stock
--------------------------------------------------
James D. Farley, group vice president of Ford Motor Co. disclosed
in a regulatory filing with the Securities and Exchange Commission
that he purchased 20,886 shares of the company's common stock on
Nov. 15.

He also disclosed that he may be deemed to beneficially own 12,364
shares of the company's common stock after the sale of 8,522
shares of common stock at $1.8 per share on Nov. 15.

As of Oct. 27, 2008, Ford Motor has outstanding 2,318,003,459
shares of Common Stock and 70,852,076 shares of Class B Stock.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The company provides
financial services through Ford Motor Credit Company.

The company has operations in Japan in the Asia Pacific region. In
Europe, the company maintains a presence in Sweden, and the United
Kingdom.  The company also distributes its brands in various
Latin-American regions, including Argentina and Brazil.

                       *     *     *

As reported in the Troubled Company Reporter on Nov. 11, 2008,
Moody's Investors Service lowered the debt ratings of Ford Motor
Company, Corporate Family and Probability of Default Ratings to
Caa1 from B3.  The company's Speculative Grade Liquidity rating
remains at SGL-3 and the rating outlook is negative.  In a related
action Moody's also lowered the long-term rating of Ford Motor
Credit Company to B3 from B2.  The outlook for Ford Credit is
negative.

TCR reported on Oct. 10, 2008, that Fitch Ratings downgraded the
Issuer Default Rating of Ford Motor Company and Ford Motor Credit
Company by one notch to 'CCC' from 'B-'.


GENERAL MOTORS: May Replace Rick Wagoner as CEO
-----------------------------------------------
John D. Stoll at The Wall Street Journal reports that General
Motors Corp., along with Chrysler LLC, is being pressured to
proceed with implementing tough measures to change how it does
business, including the possible replacement of its CEO Rick
Wagoner.

Mr. Wagoner should leave GM as part of any broader bailout
package, WSJ says, citing Sen. Chris Dodd.  The report states that
Sen. Dodd said on CBS' "Face The Nation" talk show, "I think
you've got to consider new leadership.  If you're going to
restructure, you've got to bring in a new team to do this.  I
think [Mr. Wagoner] has to move on."

WSJ relates that Mr. Wagoner played a part in some of the missteps
that led to GM's financial problems, including:

     -- the heavy use of sales incentives to drive sales,

     -- a reliance on truck sales and a belated recognition of
        consumer interest in hybrids, and

     -- other fuel-saving small cars.

         Bailout Requests in Congress & Administration

Greg Hitt, Jeffrey McCracken, and Matthew Dolan of WSJ state that
signs of deterioration in the U.S. job market boosted the bailout
requests of GM, Ford Motor Co., and Chrysler.  The Democratic
leaders in the Congress and the George W. Bush administration are
close to reaching an agreement to provide a down payment to keep
the auto industry afloat until early next year, according to WSJ.

WSJ relates that the deal would draw funds from a program
initially meant to help the industry retool to meet higher fuel-
economy standards.  The funding level is expected to be between
$14 billion and $15 billion, the report says.

The proposed pact, WSJ states, would include a commitment to
rapidly replenish the retooling program, have strong government
oversight through a new board to be created to help manage the
industry's restructuring.

                   Other Financial Support

Canada

Matthew Dolan at WSJ says that GM, Ford Motor, and Chrysler have
approached the Canadian government for financial support.

According to WSJ, Canada's Minister of Industry Tony Clement and
Michael Bryant, Ontario's Minister of Economic Development, said
that they received the restructuring plans they requested from
Chrysler Canada, Ford Motor Company of Canada, and General Motors
of Canada.  The report says that the amount requested in the plans
would be in addition to the $34 billion that the three companies
are requesting from the U.S. Congress.

WSJ relates that Ford Motor submitted its plan to the Canadian
government on Friday, asking for a $2 billion line of credit and
assuring the government that it wouldn't access the line unless:

     -- a more severe downturn in the economy occurred, or
     -- a position similar to the one Ford Motor has taken in its
        bid for a $9 billion credit line pending before the U.S.
        Congress.

Chrysler spokesperson Lori McTavish said that the company
presented its plan in Canada on Thursday, asking for a
$1.6 billion loan from the Federal Government and Province of
Ontario, WSJ reports.  "The amount requested is based on
Chrysler's percent of North American production, which is 23
percent," the report quoted Ms. McTavish as saying.

WSJ states that a GM official said on Friday that the company was
in negotiations with the Canadian government.  GM didn't disclose
the amount of the loan it is seeking from the government.

Argentina

WSJ relates that the Argentine government said on Saturday that it
will offer the country's auto industry about $900 million in
loans.  The Argentine government, according to the report, said on
Thursday that it would invest $3.9 billion to grant low-cost loans
to farmers, industry, and automakers.  The government said that
program includes the local branches of Renault SA, PSA Peugeot
Citroen, Ford Motor, GM, Fiat Group SpA, and Volkswagen SA, the
report states.

Citing Argentine Production Minister Deborah Giorgi, WSJ reports
that the auto makers will each offer two models selling for
$10,000 or less for people purchasing a new car for the first
time, and must shun layoffs and hold down profit margins on cars
sold under the program.

                        Merger Plans

WSJ reports that Chrysler and Cerberus Capital Management LP are
suspected that they merely want short-term financing to have time
before selling Chrysler or merging it with another company.

Chrysler, according to WSJ, told the Congress it "remains focused
upon developing partnerships, strategic alliances or a
consolidation as a fundamental element of its restructuring."

Previous reports say that Chrysler was in alliance talks with
Nissan Motor Co., and merger negotiations with GM, but decided to
abandon both talks to seek government bailout.  WSJ relates that
some members of the House Financial Services Committee suggested
during a hearing on Friday that Chrysler resume merger talks with
GM.

Citing people familiar with the matter, Neal E. Boudette, John D.
Stoll, and Alex P. Kellogg at WSJ relate that Mr. Nardelli and GM
CEO Rick Wagoner agreed that they need to focus on securing
federal bailout loans before considering a merger, which is
expected to be complicated and time-consuming.  The report says
that merger talks could hinder new concessions with the United
Auto Workers union, which is against a GM-Chrysler merger.
Analysts explained that a merged firm could result in layoffs of
tens of thousands of workers due to "excess factory jobs,"
according to the report.

WSJ reports that Messrs. Nardelli and Wagoner said that they could
consider a merger as part of broader plan to provide financial aid
to GM, Chrysler, and Ford Motor Co.  According to WSJ, Mr. Wagoner
and other top officials at GM believed that the company could save
a lot by combining with Chrysler.

Sources said that GM and Chrysler didn't rule out any merger plans
between the two companies, WSJ states.

             Chrysler Hires Bankruptcy Counsel

Chrysler has hired Jones Day as counsel on a possible bankruptcy
filing, Jeffrey McCracken, Mike Spector, and Peter Lattman at WSJ
report, citing people familiar with the matter.

According to Thom Weidlich and James Rowley at Bloomberg News,
Jones Day had counseled GM on a potential merger with Chrysler.

Bloomberg relates that Chrysler is seeking a $7 billion financial
aid from the government, fearing that it might run out of cash by
March 31, 2009.  Without the government's help, Chrysler might
have to file for bankruptcy, says Bloomberg.

Chrysler said in a statement that it has retained Jones Day and
other outside advisors "to provide a comprehensive independent
analysis of the various options available to the company."

Corinne Ball, Jones Day's co-head of restructuring, is handling
the case, WSJ states, citing people familiar with the matter.  Ms.
Ball, according to WSJ, has worked on other automotive
bankruptcies like Dana Corp. and many cases involving the United
Auto Workers union.  The report says that Ms. Ball represented GM
in its acquisition of Daewoo.

                  Cerberus' Refusal to Help

WSJ states that Congress has questioned why Chrysler's majority
owner, Cerberus Capital, doesn't step up to stabilize the company.
Chrysler's CEO Robert Nardelli, says the report, told the Senate
that he already asked Cerberus Capital for help but was turned
down.

According to WSJ, Rep. Ginny Brown-Waite said that if Cerberus
Capital isn't willing to "put forth any more money to stave off
bankruptcy, how could we in all good conscience expect taxpayers
to take on this substantial cost?"  Mr. Nardelli said that
Cerberus Capital provided investments for purchasing Chrysler from
then-parent Daimler AG of Germany, the report states.  "It's not
as if they haven't tried to provide financial support for us over
this period," and "I assume they don't have access to additional
funds," the report quoted Mr. Nardelli as saying.

       Ford, GM, Chrysler Use Internet to Win Support

Emily Steel at WSJ relates that GM, Ford Motor, and Chrysler are
using digital-marketing techniques to seek support for their
federal aid requests.  The report says that Ford Motor, GM, and
Chrysler have launched campaigns on several Web sites, including
Google, YouTube, various blogs, Facebook, and the social-messaging
site Twitter.

Ford Motor, says WSJ, posted videos on YouTube.  WSJ relates that
Ford Motor started purchasing Internet search ads to appear when
bailout-related keywords are used and display ads on news sites --
including those of WSJ and CNN.  According to the report, Ford
Motor is also using blogs and other social media.  The report
states that Ford Motor has enlisted members of its staff to
respond to blog postings and messages on Twitter.

According to WSJ, Chrysler used blogs and created a new YouTube
channel called Grab Democracy, as well as a Web site to promote
its position.  Chrysler launched a virtual road show, which
includes CEO Robert Nardelli talking about the company's business
plan with his senior management team, WSJ relates.

GM, WSJ reports, is running ads linked to search terms about the
auto bailout, the United Auto Workers and the economy, posting
videos on YouTube, and buying ads on the third-party sites where
Google sells space.  GM's site, GMFactsandFiction.com, explains
how the company ended up in its current situation and its plans,
WSJ says.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

General Motors Latin America, Africa and Middle East, with
headquarters in Miramar, Florida, is one of GM's four regional
business units.  GM LAAM employs approximately 37,000 people in
18 countries and has manufacturing facilities in Argentina,
Brazil, Colombia, Ecuador, Egypt, Kenya, South Africa and
Venezuela.  GM LAAM markets vehicles under the Buick,
Cadillac, Chevrolet, GMC, Hummer, Isuzu, Opel, Saab and
Suzuki brands.

As reported in the Troubled Company Reporter on Nov. 10,
2008, General Motors Corporation's balance sheet at
Sept. 30, 2008, showed total assets of $110.425 billion, total
liabilities of $170.3 billion, resulting in a stockholders'
deficit of $59.9 billion.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 11, 2008,
Standard & Poor's Ratings Services lowered its ratings, including
the corporate credit rating, on General Motors Corp. to 'CCC+'
from 'B-' and removed them from CreditWatch, where they had been
placed with negative implications on Oct. 9, 2008.  S&P said that
the outlook is negative.

Fitch Ratings, as reported in the Troubled Company Reporter on
Nov. 11, 2008, placed the Issuer Default Rating of General Motors
on Rating Watch Negative as a result of the company's rapidly
diminishing liquidity position.  Given the current liquidity level
of $16.2 billion and the pace of negative cash flows, Fitch
expects that GM will require direct federal assistance over the
next quarter and the forbearance of trade creditors in order to
avoid default.  With virtually no further access to external
capital and little potential for material asset sales, cash
holdings are expected to shortly reach minimum required operating
levels.  Fitch placed these on Rating Watch Negative:

  -- Senior secured at 'B/RR1';
  -- Senior unsecured at 'CCC-/RR5'.

As reported in the Troubled Company Reporter on June 24, 2008,
DBRS has placed the ratings of General Motors Corp. and General
Motors of Canada Limited Under Review with Negative Implications.
The rating action reflects the structural deterioration of the
company's operations in North America brought on by high oil
prices and a slowing U.S. economy.


GENERAL MOTORS: S&P Downgrades Corporate Credit Rating to 'CC'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its
corporate credit rating on General Motors Corp. to 'CC' from
'CCC+' and lowered the ratings on the company's senior secured and
senior unsecured debt.  The outlook is negative.

The downgrade follows GM's announcement, as part of its request
for immediate federal assistance, that it will seek to reduce its
current debt burden by more than half as it attempts to reduce
cash outflows and win support for the new U.S. government-backed
loans.

"We believe the most likely scenario is that GM will offer to
exchange some or all of its outstanding debt for equity or new
debt at a steep discount to face value," said S&P's credit analyst
Robert Schulz.  "Given GM's weakening liquidity position, S&P
consider such an offer to be a distressed exchange and, as such,
is tantamount to a default," he continued.  S&P understands that
the company plans to complete this restructuring by March 2009.

If GM were to complete an exchange offer, S&P would expect to
lower the corporate credit rating on GM to 'SD' (selective
default) and lower the exchanged issue ratings to 'D'.  S&P would
then, shortly thereafter, assign a new corporate credit rating to
GM based on its assessment of the company's new capital structure
and liquidity profile, while taking into account its business
prospects and other relevant rating considerations.  This
assessment would include the effect of any new loans or other
assistance provided by the U.S. government to GM, if such
assistance is extended.

S&P's preliminary expectation is that, even with substantial
government support that enables GM to avoid a bankruptcy filing,
the corporate credit rating would likely not rise out of the 'CCC'
category immediately following the consummation of a debt
exchange.  S&P recognize that the post-exchange capital structure
could result in substantially lower debt and interest costs, and
government funding could improve GM's liquidity.  However, it is
S&P's view that many fundamental business risk considerations
would remain unchanged for at least the next year and perhaps
longer, most notably the company's exposure to deteriorating
vehicle demand globally, but also the substantial execution risk
of the company's ongoing restructuring and repositioning.

GM on Tuesday announced its plan to restructure its debt and
presented several other restructuring steps to the U.S. Congress
in advance of hearings this week.  The automaker is seeking
$12 billion in government loans and a $6 billion credit line to
bolster its liquidity.  It said it also needs $4 billion of the
loans by the end of December to continue operating into early next
year.  GM estimated that under its baseline scenario, it will burn
through an additional $5 billion of cash from operations in the
first quarter of 2009 and up to $8 billion under a downside
scenario.

These projections underscore the dramatic erosion of GM's
financial position caused by the weakening global economy, scarce
credit availability, and shifts in demand away from GM's more
profitable vehicle segments.

The outlook is negative.  S&P would expect to lower the corporate
credit rating to 'SD' and the affected issue ratings to 'D' upon
completion of a debt exchange offer.  S&P would then, shortly
thereafter, assign a new corporate credit rating to GM based on,
among other things, its assessment of the company's new capital
structure and liquidity profile.  S&P's preliminary expectation is
that, even with substantial government support, GM's corporate
credit rating would not rise above the 'CCC' category following
the completion of a debt exchange.


GRAYSTONE AT WHISPERING PINES: Case Summary & 2 Largest Creditors
-----------------------------------------------------------------
Debtor: Graystone at Whispering Pines, LLC
        7619 Little River Turnpike
        Annandale, VA 22003

Case No.: 08-17572

Petition Date: December 3, 2008

Two affiliates filed separate Chapter 11 petitions:

   Affiliate                          Case Number   Date Filed
   ---------                          -----------   ----------
   Graystone at Saracenia, LLC           08-16079     10/02/08
   Graystone Landing, LLC                08-16963     10/07/08

Court: U.S. Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Ann E. Schmitt, Esq.
                  Culbert & Schmitt, PLLC
                  30C Catoctin Circle SE
                  Leesburg, VA 20175
                  Tel: (703) 737-6377
                  Fax: 703-737-6370
                  Email: aschmitt@culbert-schmitt.com

Total Assets: $27,000,001

Total Debts:  $8,502,360

The Debtor's two largest unsecured creditors are:

   Entity                    Nature of Claim     Claim Amount
   ------                    ---------------     ------------
Robin Bluford                loan                    $150,000
13100 44th Ave North
Minneapolis, MN 55442

Eco Systems, Inc.            consulting services      $90,000
6360 I-55 North, Suite 330
Jackson, MS 39211


HAROLD'S STORES: Gets Final Approval to Use $22 Mil. WFR Facility
-----------------------------------------------------------------
The Hon. T.M. Weaver of the United States Bankruptcy Court for
the Western District of Oklahoma authorized Harold's Store Inc.
and its debtor-affiliates to obtain, on a final basis, up to
$22 million in postpetition financing under the debtor-in-
possession loan and security agreement with Wells Fargo Retail
Finance II LLC, as collateral and administrative agent.

The DIP facility will be due and payable upon the earliest to
occur of:

  -- Feb. 15, 2009;

  -- the date on which the maturity of the Obligations is
     accelerated and the commitments are irrevocably terminated;

  -- two business days after the entry of an order permitting
     Debtors to assume the Agency Agreement with Gordon Brothers,
     unless such period is extended by the agent in its reasonable
     discretion; or

  -- the effective date of the Plan for any of the Debtors
     confirmed pursuant to Bankruptcy Code Section 1129 and their
     respective assets.

According to the Debtors, proceeds of the loan will be used to (i)
repay the prepetition liabilities other than restricted advance;
(ii) pay fees, costs and expenses incurred in connection with the
agreement; (iii) pay other payments; (iv) general corporate
purposes.

To secure their DIP obligation, the lender will be granted a
superpriority claim over any and all administrative expenses
subject to a carve out as described in the agreement for
administrative expenses.

The DIP facility is subject to carve-outs to pay all accrued and
unpaid allowed professionals fees and expenses of professionals
retained by the Debtor or any statutory committee.  There is a
$250,000 carve-out for Richter Consulting; $200,000 carve-out for
Crowe & Dunlevy and Fuller Tubb Bickford & Krahl; and $50,000
carve-out for any committee appointed by the U.S. Trustee.

A full-text copy of the debtor-in-possession loan and security
agreement is available for free at:

               http://ResearchArchives.com/t/s?35d9

Headquartered in Dallas, Texas Harold's Stores, Inc.
-- http://www.harolds.com/--  is an 18-state chain of
traditional, classic styled ladies and men's specialty apparel
stores.  Since 1948, Harold's has worked to help its customers
feel good about the way they look, reflect their lifestyle and
give them the confidence that come from looking their best.  The
Debtor and its debtor affiliates filed for Chapter 11 protection
on Nov. 7, 2008 , (Bankr. Case W.D. Okla. No. 08-15027) Cherish
Ralls, Judy Hamilton Morse, Regan Strickland Beatty and William
H. Hoch at Crowe & Dunlevy represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection
from their creditors, they listed estimated assets of $10 million
to $50 million and estimated debts of $10 million to $50 million.


HAWAIIAN TELCOM: S&P Rating on Senior Facilities Tumble to 'D'
--------------------------------------------------------------
On Dec. 4, 2008, Standard & Poor's Ratings Services lowered the
issue ratings on Honolulu-based Hawaiian Telcom Communications
Inc.'s senior secured credit facilities, consisting of a
$90 million revolving credit facility and $860 million
($485 million outstanding) term loan C, to 'D' from 'CC'.  The
downgrade follows the Dec. 1, 2008, filing by Hawaiian Telcom for
Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court in
Wilmington, Delaware.


HAWAIIAN TELCOM: Wins Interim OK to Use $75MM Cash Collateral
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Hawaiian Telcom Communications, Inc., interim authority to utilize
its $75 million cash collateral to continue to fund the business
in the ordinary course, without interruption.

As reported in the Troubled Company Reporter on Dec. 3, 2008,
Hawaiian Telcom and its debtor affiliates sought the Court's
permission to use the collateral securing their obligations to
their prepetition lenders.  In the normal course of business, the
Debtors use cash on hand and cash flow from operations to fund
working capital and other general corporate purposes.  The Debtors
assert that inability to use those funds during these Chapter 11
cases could cripple their business operations.  The Prepetition
Lenders have consented to the use of the Cash Collateral in the
ordinary course of business pursuant to certain conditions.

The company will pay suppliers for all post-petition goods and
services in the normal course of business.

The Court also approved the company's motions to continue to pay
and honor all employee wage and benefit programs, and customer
programs.

"Customers, employees and suppliers can rest assured that we are
dedicated to them and have the capital to stand by our
commitments," said Eric K. Yeaman, Hawaiian Telcom's president and
chief executive officer.

Mr. Yeaman stated, "We have reached our first milestone in this
process and these approvals reinforce the value of Hawaiian Telcom
to the people of Hawaii and its viability going forward.  We will
continue to be unwavering in our dedication to our customers and
keenly focused on reducing our debt while building our business."

The hearing for final approval of the cash collateral motion will
take place on Jan. 5, 2009.

               About Hawaiian Telcom Communications

Hawaiian Telcom Communications, Inc., fka Verizon Hawaii, Inc.,
fka GTE Hawaiian Telephone Company Incorporated, has been a
leading provider of telecommunications services in the state of
Hawaii since 1883.  Hawaiian Telcom, Inc., incorporated in 1883 as
Mutual Telephone Company, has been Hawaii's incumbent local
exchange carrier or ILEC for 125 years.  From 1967 to 2005,
Verizon Communications Inc. operated Hawaiian Telcom's businesses
as a separate Hawaii division.

Hawaiian Telcom Communications, along with seven affiliates filed
for Chapter 11 protection on Dec. 1, 2008 (Bankr. D. of Delaware,
Lead Case No. 08-13086).  The Debtors have tapped Richard M.
Cieri, Esq., Paul M. Basta, Esq., and Christopher J. Marcus, Esq.,
at Kirkland & Ellis LLP, in New York, as bankruptcy counsel.  The
Debtors have tapped Domenic E. Pacitti, Esq., Michael Yurkewicz,
Esq., Klehr, Harrison, Harvey, at Branzburg & Ellers LLP, in
Wilmington, Delaware, as restructuring and conflicts counsel.
Lazard Freres & Co. LLC, is the Debtors' investment banker, and
Zolfo Cooper is the business advisor.  The Debtors have engaged
Kurztman Carson Consultants LLC as claims and noticing agent in
their Chapter 11 cases.  In its bankruptcy
petition, the Company listed total assets of  $1,352,000,000 and
debts of $1,269,000,000 as of September 30, 2008.

(Hawaiian Telcom Bankruptcy News, Issue No. 1; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


HENDERSON SENIOR: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Hendersonville Senior Living, LLC
        aka Terrace at Bluegrass
        c/o J. Wallace Gutzler
        P.O. Box 3006
        Salem, OR 97302

Bankruptcy Case No.: 08-36673

Chapter 11 Petition Date: December 4,2008

Court: District of Oregon

Judge: Trish M. Brown

Debtor's Counsel: Albert N. Kennedy, Esq.
                  al.kennedy@tonkon.com
                  Leon Simson, Esq.
                  leon.simson@tonkon.com
                  Timothy J. Conway, Esq.
                  tim.conway@tonkon.com
                  888 S.W. 5th Ave., #1600
                  Portland, OR 97204
                  Tel: (503) 802-2013

Estimated Assets: $1,000,000 to $10,000,000

Estimated Debts: $1,000,000 to $10,000,000

A list of the Debtor's largest unsecured creditors is available
for free at:

http://bankrupt.com/misc/orb08-36673.pdf

The petition was signed by Jon M. Harder, manager of the company.


HIGHER PINEY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Higher Piney Grove Baptist Church Inc.
        1419 Peachcrest Road
        Decatur, GA 30032

Bankruptcy Case No.: 08-84646

Type of Business: The Debtor operates a church.

Chapter 11 Petition Date: December 1, 2008

Court: Northern District of Georgia (Atlanta)

Judge: Paul W. Bonapfel

Debtor's Counsel: Dorna Jenkins Taylor, Esq.
                  dorna.taylor@taylorattorneys.com
                  Taylor & Associates, LLC
                  1401 Peachtree Street, Suite 500
                  Atlanta, GA 30309
                  Tel: (404) 870-3560
                  Fax: (404) 745-0136

Total Assets: $1,540,000

Total Debts: 269,405

The Debtor does not have any creditors who are not insiders.

The petition was signed by president Thompson Sawyer.


HIGHLAND CREDIT: Declares $0.1 Per Share Distribution
-----------------------------------------------------
Highland Credit Strategies Fund's Board of Trustees has declared a
distribution on its common stock, for the month of December 2008,
of $0.100 per share, payable on last business day of the month to
holders of record at the close of business ten calendar days prior
to such date.

The $0.100 per share distribution is comprised of:

Ordinary Income          $ 0.074
Long-Term Capital Gain   $ 0.018
Short-Term Capital Gain  $ 0.008
                         --------
                         $ 0.100

The Trust in response to the current market volatility has reduced
the amount of leverage it utilizes.  As a result of the decrease
in the amount of leverage utilized, a further decline in the LIBOR
during the quarter, and increased defaults on portfolio
investments, the amount of investment income available for
distribution to stockholders has decreased.

As of Sept. 30, 2008, the Trust had approximately $8,901,547, or
$0.16 per share, in undistributed net investment income.  Any
undistributed net investment income may, at the Board's sole
discretion, be distributed to stockholders at a future point in
time.

The following are annualized historical distribution rate
calculations based on the total declared distribution for the
month, the Trust's net asset value (NAV) at month-end and the
Trust's month-end closing price (Market Price).

Annualized       Amount                          NAV      Market
Period-End
Distribution
Rates Price
(2008)
               Ordinary     ST Cap      Total
                            Gain
Nov. 28     $    0.1200   $      -   $ 0.1200  19.38 %  22.68 %
Oct.31      $    0.1500   $      -  $  0.1500  18.67 %  19.87 %
Sept. 30    $    0.1500   $      -  $  0.1500  14.48 %  18.83 %
Aug. 29     $    0.1500   $      -  $  0.1500  13.15 %  14.90 %
July 31     $    0.1500   $      -  $  0.1500  12.94 %  15.15 %
June 30     $    0.1500   $      -  $  0.1500  12.47 %  13.45 %
May 30      $    0.1500   $      -  $  0.1500  11.92 %  12.67 %
April 30    $    0.1500   $      -  $  0.1500  12.15 %  12.86 %
March 31    $    0.1500   $      -  $  0.1500  12.41 %  13.82 %
Feb. 29     $    0.0650   $ 0.0850  $  0.1500  11.98 %  13.15 %
Feb. 4      $         -   $ 0.1500  $  0.1500  11.54 %  12.88 %
Jan. 31     $         -   $ 0.1500  $  0.1500  10.77 %  12.81 %
Dec. 31     $         -   $ 0.1500  $  0.1500  10.00 %  11.38 %

Distribution rates are calculated by annualizing the distribution
declared during the period and then dividing the resulting
annualized distribution by the month-end NAV (in the case of NAV)
or the month-end closing price (in the case of Market Price).  The
distribution rate is based on an estimation of investment income
and may or may not include a return of capital.  The distribution
rate is based solely on actual distributions, which are made at
the discretion of the Board.

             About Highland Credit Strategies Fund

Dallas, Texas-based Highland Credit Strategies Fund --
https://www.hcmlp.com/ -- is a non-diversified, closed-end
management investment company.  The Trust's investment objectives
are to provide both current income and capital appreciation.  The
Trust seeks to primarily invest in secured and unsecured floating
and fixed rate loans, bonds and other debt obligations, debt
obligations of stressed, distressed and bankrupt issuers,
structured products and equities.  Highland Capital Management,
L.P. has served as the Trust's investment adviser since the
Trust's inception in 2006.  The Trust's shares are listed on the
NYSE under the symbol "HCF".  An investment in the Trust is not
appropriate for all investors.  No assurance can be given that the
Trust will achieve its investment objectives.

As reported in the Troubled Company Reporter on Oct. 17, 2008,
Gregory Zuckerman and Cassell Bryan-Low report that Highland
Capital Management LP said it will close Highland Credit
Strategies Fund and Highland Crusader Fund, two of its five hedge
funds.

According to Pierre Paulden at Bloomberg News, a person familiar
with the situation said that Highland Capital decided to close the
hedge funds after losses on high-yield, high-risk loans, and other
types of debt.  The source said that the hedge funds will be wind
down over the next three years, the report states.


HOME INTERIORS: Gets Go Signal to Sell Assets at Jan. 15 Auction
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
granted Home Interiors & Gifts, Inc., and its affiliates authority
to sell their assets pursuant to competitive bidding and public
auction.

The Debtors received the green light to auction off the capital
stock of Domistyle, Inc., and certain other assets; the capital
stock of Home Interiors de Mexico, S de RL de CV, and Home
Interiors de Mexico, S.A. de C.V.; and certain of the assets of
Laredo Candle Company, LLC.

Interested parties may submit bids by Jan. 8, 2009.  The
Debtors will hold an auction Jan. 15, 2009.  No stalking horse
bidder for each of the asset groups has been named.

                       About Home Interiors

Headquartered in Carrollton, Texas, Home Interiors & Gifts, Inc.
-- http://www.homeinteriors.com/-- manufactures, imports and
distributes indoor and outdoor home decorative accessories. It
was founded by Mary Crowley in 1957.  Through its affiliates, the
company has a significant presence in Mexico, Puerto Rico, and
Canada. Annual revenue in 2007 reached $300 million.  When Mary
Crowley, died in 1986, her son, Don Carter continued the business
operation nearly debt-free.  In a leveraged transaction in 1998,
private equity firm of Hicks, Muse, Tate, and Furst acquired 66%
of the parent company, which resulted in the imposition of more
than $500 million in debt on the Debtors.  In the face of
decreased sales and increased debt load, bondholders canceled
their debts in February 2006 in exchange for receiving most of the
outstanding equity of the Debtors.

About 40% of the goods the Debtors sell are now acquired from
manufacturers in China.  In the last decade, sales volume in the
U.S. has waned, but the Debtors reported that sales in Mexico and
Puerto Rico significantly increased.

The company and six of its affiliates filed for Chapter 11
protection on April 29, 2008 (Bankr. N.D. Tex. Lead Case No.
08-31961).  Andrew Jillson, Esq., Cameron Kinvig, Esq., Robert
McCormick, Esq., and Mike Massad, Esq., at Hunton & Williams, LLP,
represent the Debtors in their restructuring efforts.  The U.S.
Trustee for Region 6 has appointed seven creditors to serve on an
Official Committee of Unsecured Creditors.  Richard A. Lindenmuth
at Boulder International LLC, is designated as CRO.  Munsch Hardt
Kopf & Harr, PC represents the Committee in these cases.  When the
Debtors filed for protection against their creditors, they listed
assets and debts of between $100 million and $500 million each.


HUDSON CAPITAL: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Hudson Capital Inc.
        20 Beech Lane
        Tarrytown, NY 10591

Case No.: 08-23755

Petition Date: December 4, 2008

Court: U.S. Bankruptcy Court
       Southern District of New York (White Plains)

Debtor's Counsel: Erica R. Feynman, Esq.
                  Email:efeynman@rattetlaw.com
                  Jonathan S. Pasternak, Esq.
                  Email: jsp@rattetlaw.com
                  Rattet, Pasternak & Gordon Oliver, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts:  $1,000,001 to $10,000,000

The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.


iFLOOR INC.: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: iFLOOR, Inc.
        17616 West Valley Hi-way
        Tukwila, WA 98188
        Tel: (206) 340-9628

Bankruptcy Case No.: 08-18376

Chapter 11 Petition Date: December 4, 2008

Court: Western District of Washington (Seattle)

Judge: Philip H. Brandt

Debtor's Counsel: Mark D. Northrup, Esq.
                  mnorthrup@grahamdunn.com
                  Pier 70, 2801 Alaskan Way, Suite 300
                  Seattle, WA 98121-1128
                  Tel: (206) 340-9628

Estimated Assets: $1,000,000 to $10,000,000

Estimated Debts: $10,000,000 to $50,000,000

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Anhui Longhua Bamboo Products  trade debt        $475,693
sales@gouyabamboo.com
Fax: (647) 435-8419

Google,Inc.                    trade debt        $386,486
P.O. Box 39000
San Francisco CA 94139
Fax: (650) 253-8616

US Floors, Inc.                trade debt        $316,750
P.O. Box 100250
Atlanta, GA 30384
Fax: (706) 278-0462

HFC Horizon                    trade debt        $228,225

Premiere Finishing & Coating   trade debt        $197,492

Granorte Reinvestimentos       trade debt        $187,389

Robina Floors                  trade debt        $184,656

All Tile Inc.                  trade debt        $164,302

Gulf Coast Shelter             trade debt        $154,735

Yellow Freight                 trade debt        $149,439

Anhui Ampu Bamboo              trade debt        $113,936
Manufacturing

Expama                         trade debt        $92,114

T&A Supply Co. Inc.            trade debt        $90,465

Cain and Bultman               trade debt        $83,554

IF Moldings                    trade debt        $76,116

Sound Floor Covering Inc.      trade debt        $76,116

Kaindl Flooring                trade debt        $65,956

L.R. McCoy & Co., Inc.         trade debt        $64,625

CMH Flooring Products Inc.     trade debt        $58,439

Max Windsor Floors             trade debt        $55,426

The petition was signed by Brenda Morris, chief financial officer
of the company.


INTERFACE INC: Moody's 'B1' CFR Unaffected by Exchange Offer
------------------------------------------------------------
Moody's Investors Service noted that Interface, Inc.'s debt
ratings, including its B1 corporate family and probability of
default ratings, are not impacted by its recent offer to exchange,
in a private placement, $306 in cash (including a $20 consent
payment) and $700 in principal amount of new replacement 13.5%
Senior Notes due 2012 for each $1,000 principal amount of the
$152.6 million 10.375% Senior Notes due February 1, 2010.  The
terms of the replacement notes will be substantially similar to
the terms of the 2010 notes, other than interest rate and
maturity.  In conjunction with the exchange offer, Interface also
is soliciting consents to a proposed amendment to the indenture
governing the 2010 notes.

Interface's B1 corporate family rating and stable outlook continue
to reflect moderate cushion for fluctuations in operating
performance and credit metrics in the current challenging economic
environment.  The company's credit metrics remain solid for the
rating, with Debt/EBITDA of 2.5x and EBITA/Interest of 3.7x for
the twelve month period ending September 28, 2008.  The rating
also reflects the company's strong market position in the modular
carpet segment, good brand recognition and substantive
diversification, with less reliance on corporate office sales than
in the previous downturn.  Interface's liquidity remains adequate,
supported by solid free cash flow generation, sizeable cash
balances, and availability under its $100 million asset-based
revolving credit facility.  Given that the exchange offer is
subject to approval by at least 50% of the note holders, a
successful exchange could materially improve liquidity.

Nevertheless, Interface's rating remains constrained by
significant concern regarding the weak global economic environment
and the impact it will have on both corporate and non-corporate
capital spending over the near-to-intermediate-term.

The prior rating action on Interface occurred on November 22,
2006, when Moody's upgraded the company's CFR to B1 with a stable
outlook.

Interface, Inc., based in Atlanta, Georgia, is a worldwide leader
in the design, production and sales of modular carpet.  The
company also holds a strong position in the high quality,
designer-oriented segment of the broadloom carpet market.  Brand
names include InterfaceFLOR, FLOR, Huega, Bentley Prince Street,
and Intercept, among others.  Revenues for the twelve months ended
September 28, 2008 exceeded $1.1 billion.


INTERLINK-US: Sept. 30 Balance Sheet Upside Down by $492,976
------------------------------------------------------------
Richard M. Greenberg, president and chief financial officer,
Interlink-US-Network, Ltd., disclosed in its most recent
regulatory filing with the Securities and Exchange Commission that
four factors raise substantial doubt as to the company's ability
to continue as a going concern:

   A. The company has accumulated a deficit of $8,387,448 since
      inception.

   B. The company has a working capital deficit of $1,238,790.

   C. The company continues to incur operating losses.

   D. The company is delinquent in its payments on the Small
      Business Administration loan with Comerica Bank.

According to Mr. Greenberg, management's plans to eliminate the
going concern situation include, but are not limited to:

   A. Reduction of legal and consulting expenses through the
      approval and acceptance of contracts with these
      professionals that place a limit on the amount of expenses
      the company will incur for their services.

   B. Obtain investors to fund the working capital needs of the
      company.

   C. Reduce operating expenses.

   D. Negotiate the payment of old outstanding payables.

As of Sept. 30, 2008, the company's balance sheet showed:

   Total assets                             $1,207,189
   Total liabilities                        $1,700,165
   Total stockholders' equity (deficit)      ($492,976)

For the three months ended Sept. 30, 2008, the company reported:

   Total revenues                             $115,214
   Total income (loss)                       ($163,835)

A full-text copy of the company's Quarterly Report is available
for free at: http://researcharchives.com/t/s?35cf

                   About Interlink-US-Network

On Aug. 22, 2007, Interlink-US-Network, Ltd. changed its business
operations to the marketing and sale of its exclusive line of
devices and services for the distribution of entertainment video,
2WayTV (videophone) and Internet access.  Among its hardware
products is the SDI-2 wireless video distribution point for
surveillance, remote data and entertainment video including 1080P
High Definition Video.  Also among the company's hardware products
is the FRED, a set top unit that enables all of the company's
services in the home and at the office.  The company continues to
use its previously developed technology for the distribution of
Video on Demand.  This service is being integrated into the new
line of equipment as well, using existing servers that provide on-
line purchasing interfaces with major credit card services and
real time delivery of video.

On Sept. 4, 2008, the company filed a Certificate of Amendment to
their articles of incorporation with the Secretary of State of the
State of California, changing its name to Interlink-US-Network,
Ltd.  The name change was declared effective on Oct. 10, 2008.
The company has begun trading under the new name and the new
symbol, IUSN.OB.


INTERSTATE BAKERIES: Court Confirms Amended Joint Plan
------------------------------------------------------
Interstate Bakeries Corporation and eight of its subsidiaries and
affiliates stepped Judge Jerry W. Venters of the U.S. Bankruptcy
Court for the Western District of Missouri, through the statutory
requirements under Sections 1129(a) and (b) of the Bankruptcy Code
necessary to confirm their Amended New Joint Plan of
Reorganization:

A. Section 1129(a)(1) requires that the Amended New Plan comply
   with all applicable provisions of the Bankruptcy Code, which
   includes compliance with Sections 1122 and 1123, governing
   classification and contents of the Plan.

   The Amended New Plan specifies Unimpaired Classes 1, 2, 3, 4
   5 and 6 with respect to the Debtors; Classes 1, 2 and 3 with
   respect to subsidiaries Mrs. Cubbison's Foods, Inc., Armour &
   Main Redevelopment Corporation and New England Bakery
   Distributors, L.L.C., as well as Classes 9, 10a, 10b, 11 and
   12 of the Debtors who are deemed to have rejected the Plan.

   The Classes of Claims and interests created under the Plan do
   not unfairly discriminate between holders of Claims or
   Interests, in compliance with Section 1123(a)(1) and
   1123(a)(2).

   Pursuant to Section 1123(a)(3), the Plan specifies Classes 4,
   5, 7 and 8 in the Main Debtors, and against Mrs. Cubbison's,
   New England Bakery, and Armour & Main that are Impaired.

   The Plan provides for the same treatment of each Claim or
   Interest in each Class unless the holder of a particular Claim
   or Interest has agreed to less favorable treatment.  Thus, the
   Plan satisfies Section 1123(a)(4).

   Pursuant to Section 1123(a)(5), the Debtors' Plan provides
   for adequate and proper means for implementation, as specified
   in the (i) means for implementation of the Plan), (ii)
   schedules of unexpired leases and executory contracts for the
   Reorganized Debtors' assumption and rejection, (iii)
   provisions governing distributions to claims, and (iv) the
   establishment of a Creditors' Trust for the benefit of the for
   the benefit of holders of Allowed General Unsecured Claims,
   with a Trust asset of, among others, $5,000,000 in cash.

   The Certificate of Incorporation for Reorganized IBC contains
   a provision that prohibits the issuance of non-voting
   equities.  The Plan also provides that the charters and bylaws
   of each of the Reorganized Subsidiary Debtors will prohibit
   non-voting equity issuance until two years after the Effective
   Date.  In this regard, the Plan satisfies Section 1123(a)(6)
   of the Bankruptcy Code.

   The Plan complies with Section 1123(a)(7) because the manner
   of selection of the Reorganized Debtors' directors and
   officers, Trustee for the Creditors' Trust, and members of
   the Trust Advisory Board under the Plan is consistent with the
   interests of holders of Claims and public policy.

   Pursuant to Section 1123(b), the Plan's provisions abide with
   the Bankruptcy Code, with respect to:

      -- distributions to Claimholders;

      -- disposition of executory contracts and unexpired leases;

      -- retention of, and right to enforce, compromise certain
         claims or causes of action against third parties;

      -- resolution of Disputed Claims and allowance of certain
         Claims;

      -- performance of the Debtors' obligations under the
         Investment Agreement;

      -- indemnification obligations;

      -- releases by the Debtors of certain parties, and by
         holders of Claims and Interests of certain parties; and

      -- exculpation of various persons with respect to actions
         related to, or taken in furtherance of, the Chapter 11
         cases.

B. The Debtors have complied with Section 1129(a)(2) by
   distributing their Disclosure Statement and soliciting
   acceptances of the Plan through their Voting and Claims Agent
   pursuant to the approved Solicitation Procedures.

C. The Plan formulation process was executed in good faith, as
   its provisions and modifications were proposed with the
   legitimate purpose of reorganizing and maximizing the value of
   the Debtors and the recovery to Claimholders.  Accordingly,
   the Plan satisfies Section 1129(a)(3) of the Bankruptcy Code.

D. Any payment made or to be made by the Debtors for services in
   in connection with the Chapter 11 Cases, including
   administrative expense and substantial contribution claims
   under Sections 503 and 507 of the Bankruptcy Code, or in
   connection with the Plan and the Chapter 11 Cases, either has
   been approved by, or is subject to the approval of the Court
   as reasonable, thereby satisfying Section 1129(a)(4) of the
   Bankruptcy Code.

E. In compliance with Section 1129(a)(5) of the Bankruptcy Code,
   the Debtors have disclosed that the initial board of directors
   of Reorganized IBC will consist of eight directors, consisting
   of Craig Jung as a director; five directors designated by IBC
   Investors I, LLC; and two directors appointed by the
   prepetition investors.  The existing directors of each
   Subsidiary Debtor will remain in their current capacities as
   directors of the applicable Reorganized Subsidiary Debtor,
   subject to the ordinary rights and powers of the board of
   directors or equityholders to replace them.

   In addition, the Debtors submitted to the Court a summary of
   the Long Term Incentive Plan which discloses the compensation
   of management and key employees of the Reorganized Debtors.

F. Section 1129(a)(6) of the Bankruptcy Code does not apply to
   IBC's Chapter 11 cases because there is no governmental
   regulatory commission that has jurisdiction over the Debtors'
   or the Reorganized Debtors' rates.

G. The Plan satisfies Section 1129(a)(7) of the Bankruptcy Code
   because its Liquidation Analysis, among other documents with
   respect to the Plan, are (i) persuasive and credible, (ii)
   based on reasonable assumptions, (iii) provide a reasonable
   estimate of the Debtors' liquidation values upon hypothetical
   conversion to Chapter 7, and (iv) establish that each holder
   of a Claim or Interest in an Impaired Class that has not
   accepted the Plan will receive or retain property of a value
   that is not less than the amount that it would receive if the
   Debtors were liquidated under Chapter 7.

H. The Plan complies with Section 1129(a)(8) of the Bankruptcy
   Code because with respect to the Main Debtors, Classes 1, 2,
   3, 4, 5 and 6, and with respect to Mrs. Cubbison's, New
   England Bakery and Armour & Main, Classes 1, 2 and 3 are
   Unimpaired by the Plan and are conclusively presumed to have
   accepted the Plan under Section 1126(f) of the Bankruptcy
   Code.  All Impaired voting Classes in the Chapter 11 Cases of
   the Debtors have voted to accept the Plan.

   However, the Zero Distribution Classes are deemed to reject
   the Plan and, therefore, Section 1129(a)(8) has not been
   satisfied with respect to these Classes.

I. The treatment of Administrative Claims and Other Priority
   Claims under the Plan satisfies the requirements of Section
   1129(a)(9)(A) and (B) of the Bankruptcy Code, and the
   treatment of Priority Tax Claims under the Plan satisfies the
   requirements of Section 1129(a)(9)(C).

J. Each Impaired Class of Claims entitled to vote on the Plan has
   voted to accept the Plan and these Classes of Claims do not
   contain Claims held by "insiders."  Therefore, Section
   1129(a)(10) of the Bankruptcy Code is satisfied with respect
   to the Plan.

K. The Plan does not provide for the liquidation of all or
   substantially all of the property of the Debtors.  Among other
   things, the financial projections under the Plan have not been
   controverted, or sufficiently challenged in any of the
   objections to the Plan.  The Projections also establish that
   confirmation of the Plan is not likely to be followed by the
   liquidation of the Reorganized Debtors or the need for their
   further financial reorganization, thereby satisfying Section
   1129(a)(11).

L. The Plan satisfies Section 1129(a)(12) of the Bankruptcy Code
   because the Debtors have paid or, will pay by the Effective
   Date of the Plan, fees payable under Section 1930 of the
   Judiciary and Judicial Procedures Code.

M. Following the Effective Date, the payment of all retiree
   benefits, pursuant to Section 1114 of the Bankruptcy Code,
   will continue at the levels and for the duration of the
   periods the Debtors have obligated themselves to provide
   the Benefits, thereby satisfying Section 1129(a)(13) of the
   Bankruptcy Code.

N. The Debtors do not owe any domestic support obligations, are
   not individuals, and are not nonprofit corporations.
   Therefore, Sections 1129(a)(14), (15) and (16) do not apply to
   the Debtors' cases.

Finding that the Amended New Plan complies with the statutory
requirements, Judge Venters confirmed IBC's Plan on December 5,
2008.

All other Objections to confirmation of the Plan that have not
been withdrawn, waived, or settled are overruled on the merits,
Judge Venters ruled.

"Today marks an important day in our Company's future.  After a
challenging four-year restructuring we are extremely pleased that
we are in a position to be able to emerge from Chapter 11 as a
standalone company," said Chief Executive Officer Craig Jung in a
statement.  "Going forward, IBC will be well positioned upon
emergence to compete in the market place with sufficient cash to
fund operations, a renewed focus on driving innovation and
reinvigorating our brands, and the flexibility to test, qualify,
and implement new methods of distribution to meet the changing
needs of our customers."

According to the statement, IBC plans to emerge from Chapter 11
within the next several weeks concurrently with the funding of its
previously announced plan funding commitments.

IBC said that it will be focusing all of its efforts on finalizing
all documentation for the exit financing contemplated by the plan
funding commitments and satisfying the remaining conditions to
closing contemplated under the amended joint plan of
reorganization and the funding commitments.

"We are close but we still have that hurdle to be cleared," Mr.
Jung told the Kansas City Star.

Accordingly, the Company statement noted that no assurance can be
given that the plan funding commitments will be closed and that
the Amended Joint Plan of Reorganization will become effective.

                    Plan Saves 22,000 Jobs

With the confirmation of IBC's Plan, 22,000 jobs are being saved,
"and that is a different story than what you are reading about
these days," Mr. Jung noted, according to Kansas City Star.

"IBC could not have reached this important milestone in the
reorganization without the hard work and dedication of every IBC
employee nationwide," Mr. Jung emphasized.

"We owe our employees, on whom tremendous demands have been placed
to make the new, reorganized IBC a reality, a sincere and
heartfelt thanks for a job well done.  The support and vote of
confidence we received from our pre-petition lenders, 100% of whom
voted in favor of the Plan, and Ripplewood were critical in our
ability to achieve plan confirmation today and position us to
emerge as a standalone company.  Our customers and vendors have
also stood with us through this extremely difficult time, and for
their loyalty, we are extremely grateful," he said.

IBC noted that 100% of local bargaining units have ratified
modifications to the collective bargaining agreements that are a
condition of the plan funding commitments.  "We greatly appreciate
the critical role union leadership has played in the ratification
process," Mr. Jung said.

"We will be working hard to satisfy all of the remaining
conditions to the effective date of the plan, paving the way for
our emergence from Chapter 11 as soon as possible," Mr. Jung
concluded.

              Reorganized IBC's Board of Directors

The Court approved the appointment of eight initial members of the
Board of Directors of Reorganized IBC as of and immediately
following the Effective Date of the Plan:

   (1) Craig Jung;
   (2) John Cahill, Chairman;
   (3) Greg Murphy, Vice Chairman;
   (4) Michael Duran;
   (5) Chris Minnetian;
   (6) Scott Spielvogel;
   (7) David Reganato; and
   (8) Andrew J. Herenstein.

The existing directors of each Subsidiary Debtor will remain in
their current capacities as directors of the applicable
Reorganized Subsidiary Debtor, subject to the rights and powers of
the board of directors or equityholders to replace them, the Court
ruled.

On the Effective Date, the Official Committee of Unsecured
Creditors will dissolve automatically.

A full-text copy of IBC's Amended New Plan of Reorganization is
available at no charge at:

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

                          About IBC

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 5, 2007.  Their exclusive period to file a chapter 11 plan
expired on Nov. 8, 2007.  On Jan. 25, 2008, the Debtors filed
their First Amended Plan and Disclosure Statement.  On Jan. 30,
2008, the Debtors received court approval of the first amended
Disclosure Statement.  IBC did not receive any qualifying
alternative proposals for funding its plan of reorganization in
accordance with the court-approved alternative proposal
procedures.  As a result, no auction was held on Jan. 22, 2008, as
would have been required under those procedures.

The Debtors, on Oct. 4, 2008, filed another Plan of
Reorganization, which contemplates IBC's emergence from Chapter 11
as a stand-alone company.  The filing of the Plan was made in
connection with the plan funding commitments, on Sept. 12, 2008,
from an affiliate of Ripplewood Holdings L.L.C. and from
Silver Point Finance, LLC, and Monarch Master Funding Ltd.


INTROGEN THERAPEUTICS: NASDAQ Delists Shares on December 9
----------------------------------------------------------
Introgen Therapeutics, Inc. has received a letter from the Nasdaq
Listing Qualifications Panel stating that it has reached a
decision to delist the shares of Introgen from the Nasdaq Stock
Market and to suspend trading effective at the open of
trading on Tuesday, Dec. 9, 2008.

The company previously received on Nov. 17, 2008, a letter from
the Panel indicating that shares of its common stock would be
transferred from the Nasdaq Global Market to the Nasdaq Capital
Market, and that such listing would continue provided that
Introgen demonstrated compliance with all continued listing
requirements of the Nasdaq Capital Market by March 3, 2009.

The company notified on Dec. 4, 2008, the Panel that as a result
of the company's bankruptcy filing, the company expects that it
will be unable to establish compliance with the continued listing
requirements of the Nasdaq Capital Market on or before March 3,
2009.

The company said that the December 5 letter from the Panel
indicated that in light of its filing for protection under Chapter
11 of the U.S. Bankruptcy Code, and the company's expectation
that it will not meet the continued listing standards by March
3, 2009, the Panel has no basis for the continuing listing of the
company's shares.

The company does not expect to appeal the Panel's determination
and therefore expects that its shares of common stock will be
delisted effective at the open of trading on Tuesday, Dec. 9,
2008.  As a result, the company expects that there will be a very
limited market, or no market at all, in which its securities are
traded, and as a result, its stockholders will likely find it
difficult to sell their shares of its common stock.

                          About Introgen

Introgen Therapeutics, Inc. (NASDAQ:INGN) --
http://www.introgen.com-- operates biopharmaceutical company
focused on the use of naturally occurring tumor suppressors to
fight cancer.  Introgen Technical Services --
http://www.its-gmp.com-- is a wholly owned subsidiary of
Introgen.


INTROGEN THERAPEUTICS: Case Summary & 20 Largest Creditors
----------------------------------------------------------
Debtor: Introgen Therapeutics, Inc.
        301 Congress Avenue, Suite 1850
        Austin, TX 78701

Case No.: 08-12442

Petition Date: December 3, 2008

Affiliates filing separate Chapter 11 petitions:

   Case Number   Affiliate                 Judge     Date Filed
   ----------    ---------                 -----     ----------
   08-12398      Marcus Saenz              Gargotta  12/01/2008

   08-12403      Celestine Wolf Hester     Gargotta  12/01/2008
                 Family Partnership, LP

   08-32013      Chido, Inc.               Clark     12/01/2008

   08-53629      PIAZZA SAN LORENZO, LTD.  Clark     12/01/2008

   08-12428      Mohammad Assadi           Gargotta  12/02/2008

   08-12443      Introgen Technical        Monroe    12/03/2008
                 Services, Inc.

   08-12444      TMX Realty Corporation    Monroe    12/03/2008

Court: U.S. Bankruptcy Court
       Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Patricia Baron Tomasco, Esq.
                  Brown McCarroll, L.L.P.
                  111 Congress Avenue, Suite 1400
                  Austin, TX 78701
                  Tel: 512-479-1141
                  Fax: 512-226-7320
                  Email: ptomasco@mailbmc.com

Total Assets: $9,107,868

Total Debts:  $12,932,950

A list of the Debtor's 20 largest unsecured creditors is available
for free at:

         http://bankrupt.com/misc/txwb08-12442.pdf


ISLE OF CAPRI: S&P Cuts Corporate Credit Rating to 'B' From 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings on
St. Louis-based Isle of Capri Casinos Inc. (Isle), including its
corporate credit rating to 'B' from 'B+'.  The outlook is
negative.

At the same time, S&P lowered the issue-level rating on Isle's
senior secured credit facilities to 'B+' (one notch higher than
the 'B' corporate credit rating on the company), from 'BB'.  S&P
revised the recovery rating on these loans to '2' from '1'.  The
'2' recovery rating indicates that lenders can expect substantial
(70%-90%) recovery in the event of a payment default.

In addition, S&P's lowered its issue-level rating on Isle's 7%
senior subordinated notes to 'CCC+' (two notches lower than the
'B' corporate credit rating), from 'B'.  The recovery rating of
'6' on these securities remains unchanged, indicating that lenders
can expect negligible (0%-10%) recovery in the event of a payment
default.

"The ratings downgrade reflects the challenging economic
conditions affecting the U.S. gaming industry," said S&P's credit
analyst Ariel Silverberg, "and our expectation that credit
measures will not improve to a level in line with the previous
rating during the next few years."


JAMES CANTON: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: James Canton
        4360 Highway 93 N.
        Stevensville, MT 59870

Bankruptcy Case No.: 08-61683

Chapter 11 Petition Date: December 2, 2008

Court: U.S. Bankruptcy Court, District of Montana (Butte)

Debtor's Counsel: Gregory W. Duncan, Esq.
                  gh@mt.net
                  Duncan Law Office
                  2687 Airport Road, Ste. A
                  Tel: (406) 442-6350

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

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


JAMES MICHAEL: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: James Michael Embry
        P.O. Box 2789
        Suwanee, GA 30024

Bankruptcy Case No.: 08-23522

Chapter 11 Petition Date: December 1, 2008

Court: Northern District of Georgia (Gainesville)

Judge: Robert Brizendine

Debtor's Counsel: Beth E. Rogers, Esq.
                  brogers@berlawoffice.com
                  Ber Law PC dba Rogers Law Offices
                  Rogers Law Offices, Suite 201
                  4047 Holcomb Bridge Rd.
                  Norcross, GA 30092
                  Tel: (678) 516-4965

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Alpha Bank and Trust           guaranty - EMCO   $4,785,000
3625 Brookside Parkway         Creekview LLC
Building One Suite 550
Alpharetta, GA 30022

Potomac Realty Capital LLC     guaranty - Bixby  $2,346,000
75 Second Avenue               Kirkwood Partners
Suite 605                      I LLC
Needham Height, MA 02494

CitiBank                       guaranty - EDC    $1,608,702
P.O. Box 193025                Embry Hills
San Francisco, CA 94119

BB & T                         guaranty - The    $1,110,000
P.O. Box 3476                  Homes of Forkner
Greenville, SC 29602           Drive LLC

Maurice Whyte                  guaranty - Bixby  $179,200
c/o Michael McKeithen          Kirkwood Partners
1820 Eachange, Suite 550
Atlanta, GA 30339

Treis Capital, LLC             guaranty -        $789,020
c/o Arthur M. Leadingham & Co. Michael Embry
P.O. Box 541547                Communities LLC
Montgomery, AL 36124

1910 Bixby Street LLC          guaranty - Bixby  $596,853
1100 Abernath Road, Ste. 6000  Kirkwood Partners
Atlanta, GA 30326

Colonial Bank                  guaranty - EDC    $280,000
                               Hillside

Stillwater Enterprises Inc.    guaranty - EMCO   $207,387
1005 Weatherstone Parkway      Communities LLC
Suite 210
Woodstock, GA 30188

SRB Servicing LLC              guaranty - EMCO   $124,528
                               Communities

Bank of America                credit card       $50,312

Advant                         credit card       $19,000

Chase                          credit card       $15,675

Laurel Hills Preservation                        $15,090

Windham Brannon                accounting        $12,650
                               services

Hayes James & Associates       supplier          $9,316

Hall County Tax                property tax      $4,629

NE Ga. Medical Center          medical provider  $3,762


JOAN SOLOMONT: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Joan Solomont
        60 Heath Hill
        Brookline, MA 02445

Case No.: 08-19250

Petition Date: December 3, 2008

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: Neil D. Warrenbrand, Esq.
                  One McKinley Square
                  Boston, MA 02109
                  Tel: (617) 720-2286
                  Email: ndwlaw@aol.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts:  $1,000,001 to $10,000,000

The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.


KIMBALL HILL: Will Sell All Assets, to Go Out of Business
---------------------------------------------------------
The Business Journal of Milwaukee reports that Kimball Hill Homes
will sell its remaining assets to go out of business, instead of
reorganizing through Chapter 11 bankruptcy.

James P. Miller at The Chicago Tribune relates that Kimball Hill
said that the economy's decline and the credit market woes have
forced it to stop new construction and wind down its business.

According to The Business Journal, Kimball Hill sold in January
2008 about 20 acres north of the condo building to Stark
Investments on South Lake Drive in St. Francis for about
$15 million.

The Chicago Tribune states that Kimball Hill had continued
constructing new homes after it filed for Chapter 11 protection.
On Tuesday, Kimball Hill said that it will abandon construction
work starts, according to the report.  Homes under construction
will be completed and delivered to clients in the next six months,
the report says, citing Kimball Hill.

                         About Kimbal Hill

Headquartered in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- is one of the largest
privately-owned homebuilders and one of the 30 largest
homebuilders in the United States, as measured by home deliveries
and revenues.  The company designs, builds and markets single-
family detached, single-family attached and multi-family homes.
The company currently operate within 12 markets, including, among
others, Chicago, Dallas, Fort Worth, Houston, Las Vegas,
Sacramento and Tampa, in five regions: Florida, the Midwest,
Nevada, the Pacific Coast and Texas.

Kimball Hill, Inc. and 29 of its affiliates filed for Chapter 11
protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08-
10095).  Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents
the Debtors in their restructuring efforts.  The Debtors'
consolidated financial condition as of Dec. 31, 2007, reflected
total assets of $795,473,000 and total debts $631,867,000.

The Debtors have until Jan. 16, 2009, to exclusively file a
bankruptcy plan.


KLEIN LLC: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Klein, LLC
        15036 Oxnard Street
        Van Nuys, CA 91411

Case No.: 08-19811

Petition Date: December 4, 2008

Court: U.S. Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: David I Brownstein, Esq.
                  Brownstein & Brownstein LLP
                  21700 Oxnard St Ste 1160
                  Woodland, CA 91367
                  Tel: 818-905-0000
                  Fax: 818-593-3988
                  Email: db@brownsteinllp.com

Estimated Assets: $0 to $50,000

Estimated Debts:  $1,000,001 to $10,000,000

A list of the Debtor's 5 largest unsecured creditors is available
for free at:

         http://bankrupt.com/misc/cacb08-19811.pdf


KLIO III: Moody's Puts $3.58 Mil. Notes 'Ba2' Rating on Review
--------------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade the rating of this class of notes issued by Klio III
Funding, Ltd.:

Class Description: US $3,583,142,000 Class F Float Rate Funded
Note Due 11/1/2040

  -- Prior Rating: Ba2
  -- Current Rating: Ba2, on review for possible downgrade
  -- Prior Rating Action Date: December 3, 2008

Additionally, Moody's Investors Service announced that it has
downgraded the ratings on these five classes of notes issued by
Klio III Funding, Ltd.:

Class Description: U.S.$ 205,000,000 Class A-1 Floating Rate Notes
due 2040

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Ca
  -- Prior Rating Action Date: July 15, 2008

Class Description: U.S.$ 75,000,000 Class A-2 Floating Rate
Subordinate Notes due 2040

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: Ca
  -- Prior Rating Action Date: July 15, 2008

Class Description US$ 50,000,000 Class B Floating Rate Subordinate
Notes due 2040

  -- Prior Rating: Caa3
  -- Current Rating: C
  -- Prior Rating Action Date: July 15, 2008

Class Description U.S.$ 40,000,000 Class C Floating Rate Junior
Subordinate Notes due 2040

  -- Prior Rating: Ca
  -- Current Rating: C
  -- Prior Rating Action Date: July 15, 2008

Class Description: 60,000 Preferred Shares, Par Value US$0.01 Per
Share

  -- Prior Rating: Ca
  -- Current Rating: C
  -- Prior Rating Action Date: July 15, 2008

Moody's initially analyzed and continues to monitor this
transaction using primarily the methodology and its supplements
for ABS CDOs as described in Moody's Special Reports:

  -- Moody's Approach to Rating Multisector CDOs (9/15/2000)

  -- Moody's Approach To Rating Synthetic Resecuritizations
     (10/29/2003)

  -- Moody's Revisits its Assumptions Regarding Structured Finance
     Default (and Asset) Correlations for CDOs (6/27/2005)

  -- Moody's Modeling Approach to Rating Structured Finance Cash
     Flow CDO Transactions (9/26/2005)

According to Moody's, these rating actions are as a result of the
continued deterioration, in the credit quality of the
transaction's underlying collateral pool consisting primarily of
structured finance securities.  This transaction has significant
exposure to RMBS and ABS CDO securities.  Since the time of the
last rating action, the transaction's overcollateralization ratios
have decreased significantly due to increased amount of defaults.
Moody's announced on September 18, 2008 that it is revising its
expected loss assumptions of subprime and prime RMBS, specifically
of the second half 2005 - first half 2007 vintages.  Moody's
stated that for purposes of monitoring its ratings of ABS CDOs
with exposure to second half 2005 - first half 2007 subprime RMBS,
it will rely on certain projections of the lifetime average
cumulative losses for vintages of RMBS set forth in a recent
Moody's Special Report.

Moody's also announced in a press release on November 17, 2008,
that it is revising its expectations of lifetime losses on pools
backing US Alt-A residential mortgage-backed securities issued in
2006 and 2007.  Moody's explained that it will utilize these
revised loss projections when monitoring ABS CDO ratings.


LAND TITLE: S&P Withdraws 'BB-' Ratings After Merger
----------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
counterparty credit and financial strength ratings on Lawyers
Title Insurance Corp. and Commonwealth Land Title Insurance Co. to
'R' from 'BB-'.

S&P also said that it withdrew its 'BB-' ratings on Land Title
Insurance Co., Title Insurance Co. of America, Transnation Title
Insurance Co., and Transnation Title Insurance Co. of New York.
These entities were merged into other, larger title insurance
subsidiaries.  (S&P never assigned a rating to United Capital
Title Insurance Co., a key member of LandAmerica.)

S&P revised the ratings on Lawyers and Commonwealth to 'R'
following the Nebraska Department of Insurance's filing of orders
of rehabilitation for these companies.  Lawyers and Commonwealth
are title insurance subsidiaries of LandAmerica Financial Group
Inc., which filed for bankruptcy protection on Nov. 26, 2008.  It
is S&P's policy to revise the ratings on an insurer to 'R' anytime
an insurer is placed under regulatory supervision.  NEDOI's
actions have no impact on S&P's 'BB-' ratings on LandAmerica New
Jersey Title Insurance Co., which remain on CreditWatch
developing.

Despite the orders of rehabilitation, S&P's views Fidelity
National Financial Inc.'s planned acquisition of LFG's title
insurance operations (LandAmerica) -- including Lawyers and
Commonwealth -- as a positive for LandAmerica.  Applying FNF's
historically effective strategy for managing mortgage cycles
should improve LandAmerica's profitability.  FNF believes
combining the operations will lead to significant cost savings for
the consolidated entity.  FNF should also benefit from
LandAmerica's strong presence in the commercial title insurance
industry.

"If the merger is completed, S&P would likely assign ratings to
all of the LandAmerica operating companies, including Lawyers and
Commonwealth," said S&P's credit analyst James Brender.  "However,
it is unlikely that S&P would align the ratings on these entities
with those on FNF's title insurance subsidiaries unless the group
provides additional explicit support to LandAmerica."  S&P
generally does not view recently acquired companies as core
subsidiaries, but S&P could come to consider them core if they are
fully integrated into the group's strategy and operations.  S&P
would likely downgrade LandAmerica's subsidiaries (except Lawyers
and Commonwealth) if the merger is not completed.


LANAI PROPERTIES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Lanai Properties, LLP
        2435 Drusilla Lane
        Baton Rouge, LA 70809

Case No.: 08-80518

Petition Date: December 2, 2008

Court: U.S. Bankruptcy Court
       Southern District of Texas (Galveston)

Judge: Letitia Z. Clark

Debtor's Counsel: Wayne Kitchens, Esq.
                  Hughes Watters & Askanase
                  Three Allen Center
                  333 Clay, 29th Floor
                  Houston, TX 77002
                  Tel: 713-759-0818
                  Fax: 713-759-6834
                  Email: jwk@hwallp.com

Total Assets: $3,800,000 (at least)

Total Debts:  $2,208,241 (at least)

The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.


LAWYERS TITLE: S&P Changes Counterparty Rating to 'R' From 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
counterparty credit and financial strength ratings on Lawyers
Title Insurance Corp. and Commonwealth Land Title Insurance Co. to
'R' from 'BB-'.

S&P also said that it withdrew its 'BB-' ratings on Land Title
Insurance Co., Title Insurance Co. of America, Transnation Title
Insurance Co., and Transnation Title Insurance Co. of New York.
These entities were merged into other, larger title insurance
subsidiaries.  (S&P never assigned a rating to United Capital
Title Insurance Co., a key member of LandAmerica.)

S&P revised the ratings on Lawyers and Commonwealth to 'R'
following the Nebraska Department of Insurance's filing of orders
of rehabilitation for these companies.  Lawyers and Commonwealth
are title insurance subsidiaries of LandAmerica Financial Group
Inc., which filed for bankruptcy protection on Nov. 26, 2008.  It
is S&P's policy to revise the ratings on an insurer to 'R' anytime
an insurer is placed under regulatory supervision.  NEDOI's
actions have no impact on S&P's 'BB-' ratings on LandAmerica New
Jersey Title Insurance Co., which remain on CreditWatch
developing.

Despite the orders of rehabilitation, S&P's views Fidelity
National Financial Inc.'s planned acquisition of LFG's title
insurance operations (LandAmerica) -- including Lawyers and
Commonwealth -- as a positive for LandAmerica.  Applying FNF's
historically effective strategy for managing mortgage cycles
should improve LandAmerica's profitability.  FNF believes
combining the operations will lead to significant cost savings for
the consolidated entity.  FNF should also benefit from
LandAmerica's strong presence in the commercial title insurance
industry.

"If the merger is completed, S&P would likely assign ratings to
all of the LandAmerica operating companies, including Lawyers and
Commonwealth," said S&P's credit analyst James Brender.  "However,
it is unlikely that S&P would align the ratings on these entities
with those on FNF's title insurance subsidiaries unless the group
provides additional explicit support to LandAmerica."  S&P
generally does not view recently acquired companies as core
subsidiaries, but S&P could come to consider them core if they are
fully integrated into the group's strategy and operations.  S&P
would likely downgrade LandAmerica's subsidiaries (except Lawyers
and Commonwealth) if the merger is not completed.


LEHMAN BROTHERS: Customers Have Until Jan. 30 to File SIPA Claims
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
informs customers of Lehman Brothers Inc. who wish to be eligible
for the maximum protection under the Securities Investor
Protection Act of 1970, as amended, have until 60 days from
Dec. 1, 2008, the date of the Notice, or Jan. 30, 2009, to file
their claims.  Lehman Brothers Inc. is the only Lehman entity that
is a debtor in the SIPA liquidation proceeding.

The Court advises customers that they may file their claims up to
six (6) months from the date of the Notice; however, the filing of
claims after Jan. 30, 2009, but within the six (6) month period
may result in less protection for the customer.

Claim forms must be filed either electronically on line at
http://lehmantrustee.comor by cetified mail to the Trustee:

     If by first class mail:

     Lehman Brothers Inc. Claims Processing
     c/o Epiq Bankruptcy Solutions, LLC
     P.O. Box 6389
     Portland, OR 97228-6389

     If by overnight mail:

     Lehman Brothers Inc. Claims Processing
     c/o Epiq Bankruptcy Solutions, LLC
     10300 SW Allen Blvd.
     Beaverton, OR 97005

Claims by broker-dealers for the completion of open contractual
commitments must be filed with the Trustee by Jan. 30, 2009.

All other creditors of the Debtor must file formal proofs of claim
with the Trustee within six (6) months after the date of the
Notice.

A meeting of customers and other creditors will be held at 10:00
a.m. on Dec. 17, 2008, at the New York Marriott Downtown, in New
York City.  The Trustee will preside at such meeting to provide
information about the customer claims process and the progress of
this SIPA liquidation.

The claims forms and other backgound on this SIPA liqudation may
be found on SIPC's website, http://www.sipc.organd on the
Trustee's website,  http://www.lehmantrustee.com.

                            About SIPC

The Securities Investor Protection Corporation is the U.S.
investor's first line of defense in the event a brokerage firm
fails, owing customer cash and securities that are missing from
customer accounts.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offers a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy Sept. 15, 2008 (Bankr.
S.D.N.Y. Case No.: 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

The Sept. 15 Chapter 11 filing by Lehman Brothers Holdings,
Inc., does not include any of its subsidiaries.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).  Several other affiliates followed
thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for $1.75 billion.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on Sept. 15, 2008. The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units of Lehman Brothers Holdings, Inc., which has filed for
bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of
JPY4 trillion -- $38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.


LEOMINSTER BUSINESS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Leominster Business Center, Inc.
        P.O. Box 616
        Westminster, MA 01473

Bankruptcy Case No.: 08-43893

Chapter 11 Petition Date: November 26, 2008

Court: District of Massachusetts (Worcester)

Judge: Joel B. Rosenthal

Debtor's Counsel: Richard N. Gottlieb, Esq.
                  rnglaw@verizon.net
                  Law Offices of Richard N. Gottlieb
                  Eleven Beacon Street, Suite 625
                  Boston, MA 02108
                  Tel: (617) 742-4491

Estimated Assets: Less than $50,000

Estimated Debts: $1 million to $10 million

A list of the Debtor's largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/mssb08-43893.pdf

The petition was signed by president Phillip Rahaim.


LISA MINI: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Lisa Michelle Mini
        1070 Silverado Trail
        Napa, CA 94559

Case No.: 08-12600

Petition Date: December 3, 2008

Court: U.S. Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: David N. Chandler, Esq.
                  Law Offices of David N. Chandler
                  1747 4th St.
                  Santa Rosa, CA 95404
                  Tel: (707) 528-4331
                  Email: DChandler1747@yahoo.com

Total Assets: $1,559,000

Total Debts:  $3,331,649

A list of the Debtor's 15 largest unsecured creditors is available
for free at:

         http://bankrupt.com/misc/canb08-12600.pdf

The Debtor disclosed that a shareholder, Napa Valley Athletic
Club LLC & Inc., has filed a pending bankruptcy case that was
filed on Sept. 12, 2000, in the Santa Rosa District.


MARK DOWNEY: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Mark A. Downey Auto Group, LLC
        dba Downey Chevrolet
        1100 W. Dallas
        Cooper, TX 75432

Bankruptcy Case No.: 08-43189

Chapter 11 Petition Date: November 26, 2008

Court: Eastern District of Texas (Sherman)

Debtor's Counsel: Eric A. Liepins, Esq.
                  Eric A. Liepins, P.C.
                  eric@ealpc.com
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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

The petition was signed by managing member Mark Downey.


MARSHFIELD AND SANDWICH: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Marshfield and Sandwich Associates Limited Partnership
        290 Commonwealth Ave., #5
        Boston, MA 02115

Bankruptcy Case No.: 08-19330

Chapter 11 Petition Date: December 4, 2008

Court: District of Massachusetts (Boston)

Judge: Henry Boroff

Debtor's Counsel: Philip C. Silverman, Esq.
                  psilverman@andersonaquino.com
                  Anderson Aquino LLP
                  240 Lewis Wharf
                  Boston, MA 02110
                  Tel: (617) 723-3600
                  Fax: (617) 723-3699

Estimated Assets: $1,000,000 to $10,000,000

Estimated Debts: $1,000,000 to $10,000,000

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

The petition was signed by Krikor Baytarian, president of Noranda
Properties, Inc.


MEGA LIFT: Case Summary & 36 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Mega Lift Systems, LLC
        P.O. Box 132448
        Tyler, TX 75713
        Tel: (903) 526-6342

Bankruptcy Case No.: 08-61121

Chapter 11 Petition Date: December 2, 2008

Court: Eastern District of Texas (Tyler)

Judge: Bill Parker

Debtor's Counsel: Michael E. Gazette, Esq.
                  megazette@suddenlinkmail.com
                  100 East Ferguson Street, Suite 1000
                  Tyler, TX 75702
                  Tel: (903) 596-9911

Estimated Assets: $500,000 to $1,000,000

Estimated Debts: $1,000,000 to $10,000,000

A list of the Debtor's largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/txeb08-61121.pdf

The petition was signed by James Bartley, manager of the company.


MEGA LIFT: Case Summary & 36 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Mega Lift Systems, LLC
        P.O. Box 132448
        Tyler, TX 75713
        Tel: (903) 526-6342

Bankruptcy Case No.: 08-61121

Chapter 11 Petition Date: December 2, 2008

Court: Eastern District of Texas (Tyler)

Judge: Bill Parker

Debtor's Counsel: Michael E. Gazette, Esq.
                  megazette@suddenlinkmail.com
                  100 East Ferguson Street, Suite 1000
                  Tyler, TX 75702
                  Tel: (903) 596-9911

Estimated Assets: $500,000 to $1,000,000

Estimated Debts: $1,000,000 to $10,000,000

A list of the Debtor's largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/txeb08-61121.pdf

The petition was signed by James Bartley, manager of the company.


MERCURY COMPANIES: Panel Seeks Appointment of Chapter 11 Trustee
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Mercury
Companies, Inc., and affiliated debtors' bankruptcy cases ask the
U.S. Bankruptcy Court for the District of Colorado for the
appointment of a Chapter 11 trustee to be selected by the
Committee.

In support of its request for the appointment of a Chapter 11
Trustee, the Creditors Committee states:

  a. Debtor's management lacks the necessary expertise to
     efficiently and effectively liquidate its remaining assets.
     The estate's value is being rapidly eroded while insider
     transactions take place at the non-debtor subsidiary level.

  b. It appears that current management is grossly mismanaging the
     Debtor and its assets.

  c. Jerrold Hauptman, whose family controls the Debtor, and
     Carol Ann McConville, the Debtor's general counsel, are both
     compensated by Fidelity National, Inc., the prepetition
     purchaser of several subsidiaries sold by the Debtor.  Due to
     the apparent conflicts of interest, Debtor's present
     management is unable to properly evaluate and take necessary
     actions in pursuit of the potential claims the estate may
     have claims against Fidelity as well as claims against Mr.
     Hauptman, Hauptman family members, insiders, and former
     officers and directors.

  d. Debtor has not liquidated any asset, and is unable to provide
     timely, accurate reports regarding its expenses and
     management efforts.

  e. In the nearly three months postpetition, Debtor has spent
     approximately $150,000 each month solely to employ its
     remaining employees, maintain its lease, and pay
     miscellaneous expenses.  Creditors have received little to no
     benefit from this loss of approximately $450,000 from the
     estate.  In addition, the Debtor continues to incur
     attorneys' fees without regular disclosure to the Committee
     regarding the amount.

  f. Debtor's management efforts have been largely spent on
     efforts that will not increase the distribution to creditors.
     While Debtor's creditors bore the costs of preparation of the
     subsidiary filings, each subsidiary filed separates cases,
     asserting distinct assets from the Debtor.

  g. Debtor's "Remington" subsidiaries, which according to the
     Debtor, own and develop real property, and potential claims
     related to the "Remington" subsidiaries' transfers and
     assets, require scrutiny by a Chapter 11 trustee.

  h. The Debtor's other principal tangible assets, which include
     an airplane, an airplane hangar, a leasehold interest in its
     present commercial headquarters, office equipment and
     furniture, and its alleged claim against its largest
     creditor, First American, may be liquidated by a trustee for
     significantly less expense than Debtor is expending to
     maintain an office and employ its remaining employees.

  i. A Chapter 11 trustee would reduce the estate's
     administrative expenses and allow the Debtor to maximize its
     assets, and would do so in a much more expedient manner.

Denver, Colorado-based Mercury Companies Inc. is a holding company
primarily for subsidiaries that until recently were involved in
the settlement services industry, including title services, escrow
services, real estate services, mortgage services, mortgage
document preparation, and settlement services software
development.  Mercury has since wound down or sold its operations.

The company filed for Chapter 11 protection on Aug. 28, 2008.
On Oct. 24, 2008, six direct and indirect subsidiaries of Mercury,
Arizona Title Agency, Inc., Financial Title Company, Lenders
Choice Title Company, Lenders First Choice Agency, Inc., Texas
United Title, Inc., dba United Title of Texas and Title Guaranty
Agency of Arizona, Inc., also filed voluntary Chapter 11
petitions, which cases are jointly administered with Mercury's
(Bankr. D. Colo. Lead Case No. 08-23125).  Daniel J. Garfield,
Esq., Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck,
LLP, and Kathleen A. Odle, at Sherman & Howard LLP, represent the
Debtors as counsel.  Douglas W. Jessop, Esq, and Lars H. Fuller,
Esq., at Jessop and Company, PC represent the Official Committee
of Unsecured Creditors as counsel.  In its schedules, Mercury
Companies, Inc. listed total assets of $21,820,135 and total debts
of $63,553,229.


MERCURY COMPANIES: Seeks Court OK to Sell Plane to Global Jet Mgt.
------------------------------------------------------------------
Mercury Companies, Inc. asks the U.S. Bankruptcy Court for the
District of Colorado to:

  a) authorize the sale of its 2002 Raytheon Aircraft Company 390,
     S/N/ RB-49, N25MC with Williams-Rolls model FJ44 2A Engines,
     Right S/N 105004, Left S/N 105033 and related ground support
     instruments and other personal property to Global Jet
     Management, LLC, free and clear of all liens, claims,
     interests and encumbrances;

  b) approve the Asset Purchase Agreement with Global Jet
     Management, LLC; and

  c) authorize the payment of broker's fees.

Mercury says it does not currently use the Aircraft.

As of Oct. 10, 2008, Mercury owed U.S. Bancorp Equipment Finance,
Inc., which financed the purchase of the aircraft in 2003,
$2,105,289.63, excluding attorney's fees and collection
costs.  The loan matured on Sept. 11, 2008.

Mercury is selling the Aircraft, which has a book value of
approximately $3,035,000, to pay its debt to U.S. Bancorp
Equipment Finance, and, potentially, to generate excess sales
proceeds for its bankruptcy estate.

                          Purchase Terms

On Nov. 25, 2008, Mercury and Global Jet Management, LLC entered
into an Aircraft Purchase Agreement for the sale of the Aircraft
for the purchase price of $3,100,000.  Pending approval of the
sale by the Court, Mercury will pay the costs of the airworthiness
inspection and test flight.  Upon approval of the sale, the Buyer
will reimburse Mercury for the Inspection Costs.  Mercury will
bear the responsibility for paying all costs associated with
delivery of Aircraft to the inspection facility and with
correcting any airworthiness discrepancies identified during the
inspection that must be corrected in order to return the Aircraft
to service.  The sale shall be subject to higher or better offers.

General Aviation Services, Mercury's aircraft broker, will receive
a flat-rate commission of $85,000.

The Debtor tells the Court that the sale of the Aircraft is in the
best interests of Mercury, its estate and creditors, and Mercury's
sound business judgment supports the sale.

Denver, Colorado-based Mercury Companies Inc. is a holding company
primarily for subsidiaries that until recently were involved in
the settlement services industry, including title services, escrow
services, real estate services, mortgage services, mortgage
document preparation, and settlement services software
development.  Mercury has since wound down or sold its operations.

The company filed for Chapter 11 protection on Aug. 28, 2008.
On Oct. 24, 2008, six direct and indirect subsidiaries of Mercury,
Arizona Title Agency, Inc., Financial Title Company, Lenders
Choice Title Company, Lenders First Choice Agency, Inc., Texas
United Title, Inc., dba United Title of Texas and Title Guaranty
Agency of Arizona, Inc., also filed voluntary Chapter 11
petitions, which cases are jointly administered with Mercury's
(Bankr. D. Colo. Lead Case No. 08-23125).

Daniel J. Garfield, Esq., Michael J. Pankow, Esq., at Brownstein
Hyatt Farber Schreck, LLP, and Kathleen A. Odle, Esq., at Sherman
& Howard LLP, represent the Debtors as counsel.  Douglas W.
Jessop, Esq., and Lars H. Fuller, Esq., at Jessop and Company, PC
represent the Official Committee of Unsecured Creditors as
counsel.  In its schedules, Mercury Companies, Inc. listed total
assets of $21,820,135 and total debts of $63,553,229.


MICHAEL HARRELSON: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Michael E. Harrelson
        Jill H. Harrelson
         aka Mildred Harrelson
         fka Mildred Jill Hamilton
        3301 County Road 157
        Enterprise, AL 36330

Bankruptcy Case No.: 08-12026

Chapter 11 Petition Date: November 26, 2008

Court: Middle District of Alabama (Dothan)

Debtor's Counsel: Cameron-RRL A. Metcalf, Esq.
                  cam@emppc.com
                  Espy,Metcalf & Poston, PC
                  P.O. Drawer 6504
                  Dothan, AL 36302
                  Tel: (334) 793-6288

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A list of the Debtor's largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/almb08-12026.pdf


MINERVA REAL: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Minerva Real Estate, LLC
        217 Roosevelt Avenue
        Minerva, OH 44657

Bankruptcy Case No.: 08-64059

Chapter 11 Petition Date: November 26, 2008

Court: Northern District of Ohio (Canton)

Judge: Russ Kendig

Debtor's Counsel: Marc Merklin, Esq.
                  mmerklin@brouse.com
                  Brouse McDowell, LPA
                  388 S. Main Street, Suite 500
                  Akron, OH 44311
                  Tel: (330) 535-5711
                  Fax: (330) 253-8601

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

The Debtor does not have any creditors who are not insiders.

The petition was signed by president Lawrence C. Musarra.


MODTECH HOLDINGS: Taps Winthrop Couchot as Insolvency Counsel
-------------------------------------------------------------
Modtech Holdings, Inc., asks the U.S. Bankruptcy Court for the
Central District of California for authority to employ Winthrop
Couchot Professional Corporation as its general insolvency
counsel.

As the Debtor's general insolvency counsel, Winthrop Couchot will,
among others, advise the Debtor concerning the requirements of the
Bankruptcy Court, the Federals Rules of Bankruptcy Procedure and
the Local Bankruptcy Rules, represent the Debtor in any
proceedings or hearings in this Court and in any proceedings in
any other court where the Debtor's rights under the Bankruptcy
Code may be litigated or affected, and take such other action and
perform such other services as the Debtor may require in
connection with its Chapter 11 case.

Marc J. Winthrop, a shareholder at Winthrop Couchot, assures the
Court that the firm does not have any interest adverse to the
Debtor or its estate.

The Debtor tells the Court that prior to bankruptcy filing, it
paid the firm a retainer from the Debtor in the amount of $40,000,
In addition, the Debtor has agreed to pay the firm an additional
$75,000 postpetition retainer out of the proceeds of its proposed
postpetition financing with Laurus Master Fund, Ltd.

As compensation for their services, Winthrop Couchot's
professionals bill:

                                     Hourly Rate
                                     -----------
     Marc J. Winthrop, Esq.             $625
     Robert E. Opera, Esq.              $595
     Sean A. Okeefe, Esq.               $575
     Paul J. Couchot, Esq.              $575
     Richard H. Golubow, Esq.           $425
     Peter W. Lianides Esq.             $425
     Garrick A. Hollander, Esq.         $425
     Charles Liu, Esq.                  $395
     Kavita Gupta, Esq.                 $325
     Lindy Herman, Esq.                 $225
     P.J. Marksbury, Legal Asst.        $195
     Legal Assistant Associates          $95

Headquartered in Perris, California, Modtech Holdings, Inc. --
http://www.modtech.com/-- makes and sells modular and
relocatable classrooms, commercial and light industrial modular
buildings.  The company filed for Chapter 11 protection on
October 20, 2008 (Bankr. C.D. Calif. Case No. 08-24324).  Richard
A. Marshack, Esq., at Shulman Hodges & Bastian LLP, represent the
Official Committee of Unsecured Creditors as counsel.  In its
schedules, the Debtor listed total assets of $16,727,444, and
total debts of $30,151,514.


MODTECH HOLDINGS: U.S. Trustee Adds 4 Members to Creditors Panel
----------------------------------------------------------------
The United States Trustee for Region 16 appointed 4 additional
creditors to serve on the Official Committee of Unsecured
Creditors in Modtech Holdings, Inc.'s Chapter 11 case.

The Creditors Committee members are:

     a) Squar Milner, Chairperson
        Representative: Steve Milner
        4100 Newport Place Drive
        Suite 300
        Newport Beach, CA 92660
        Tel: (949) 222-2999
        Fax: (949) 222-2989

     b) Reliable Wholesale Lumber
        Reresentative: John Nicols/David Higman
        Post Office Box 191
        Huntington Beach, CA 92648
        Tel: (714) 848-8222
        Fax: (714) 849-2254

     c) Acoustical Material Services
        Representative: Debra Williams
        10200 S. Pioneer Boulevard
        Suite 500
        Santa Fe Springs, CA 90670
        Tel: (562) 447-2900
        Fax: (562) 777-0984

Additional Members:

     d) Amtech
        Representative: Scott E. Kuethen
        2749 Saturn Street
        Brea, CA 92821
        Tel: (714) 784-4560

     e) Stanley-Bostitch
        Representative: James Dubrava
        480 Myrtle Street
        New Britain, CT 06053
        Tel: (860) 827-5061

     f) Douglas Steel Supply
        Representative: Sharon Baker
        5764 Alcoa Avenue
        Vernon, CA 90058
        Tel: (323) 587-7676 ext 213

     g) Geary Pacific Supply
        Representative: Brian McGee
        1908 N. Enterprise
        Orange, CA 92865
        Tel: (714) 279-2950 est 102

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtor's expense.  They may investigate the Debtor's 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 Debtor is impossible,
the Committee will urge the Bankruptcy Court to convert the
Chapter 11 cases to a liquidation proceeding.

Headquartered in Perris, California, Modtech Holdings, Inc. --
http://www.modtech.com/-- makes and sells modular and
relocatable classrooms, commercial and light industrial modular
buildings.  The company filed for Chapter 11 protection on
October 20, 2008 (Bankr. C.D. Calif. Case No. 08-24324).  Charles
Liu, Esq., and Marc J. Winthrop, Esq., at Winthrop Couchot,
represent the Debtor as counsel.  Richard A. Marshack, Esq., at
Shulman Hodges & Bastian LLP, represent the Official Committee of
Unsecured Creditors as counsel.  In its schedules, the Debtor
listed total assets of $16,727,444, and total debts of
$30,151,514.


MOHHAMAD ASSADI: Case Summary & Eight Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Mohammad Assadi
        P. O. Box 160573
        Austin, TX 78716

Bankruptcy Case No.: 08-12428

Chapter 11 Petition Date: December 2, 2008

Court: Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Christopher J. Tome, Esq.
                  lawoffices@christome.biz
                  Law Offces of Christopher J. Tome, PC
                  8650 Spicewood Springs Road, PMB #504
                  Austin, TX 78759-4322
                  Tel: (512) 249-1904
                  Fax: (512) 249-1920

Estimated Assets: $1,000,000 to $10,000,000

Estimated Debts: $1,000,000 to $10,000,000

A list of the Debtor's largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/txwb08-12428.pdf

The petition was signed by Mohammad Assadi.


MORGAN STANLEY: Fitch Affirms Rating on $8.4-Mil. Class J at 'B'
----------------------------------------------------------------
Fitch Ratings has upgraded Morgan Stanley Capital, Inc.'s
commercial mortgage pass-through certificates, series 1997-WF1:

  -- $8.4 million class H to 'AAA' from 'AA-'; Outlook Stable.

In addition, Fitch has affirmed these classes:

  -- Interest-only class X-1 at 'AAA'; Outlook Stable;
  -- $797,784 class G at 'AAA'; Outlook Stable;
  -- $8.4 million class J at 'B'; Outlook Stable.

Fitch does not rate the $2.9 million class K. Classes A-1, A-2,
X-2, B, C, D, E and F have been paid in full.  The Stable Outlooks
reflect the unlikely movement of any ratings over the next one to
two years.

The upgrade is a result of additional pay down and stable
performance since Fitch's last rating action.  As of the November
2008 distribution date, the pool's aggregate collateral balance
has been reduced 96.3% to $20.5 million from $559.2 million at
issuance.  Of the original 126 loans, only nine remain.  The
remaining pool is comprised of 32% retail, 28.3% office, 25.7%
hotel and 14% multifamily properties.

The largest loan (29.8%) is collateralized by an office property
in Madison, Wisconsin. Occupancy as of Dec. 31, 2007, has remained
stable at 100% since issuance.

The second largest loan (27.1%) is collateralized by a hotel in
San Diego, California.  As of Dec. 31, 2007, occupancy is 78%
compared to 86.4% at issuance.

The third largest loan (15.3%) is collateralized by a retail
property in Phoenix, Arizona.  Occupancy as of Dec. 31, 2007, has
remained stable at 100% since issuance.

The servicer reported weighted average debt service coverage ratio
for the remaining loans is 2.11 times and eight (72.8%) of the
nine remaining loans are fully amortizing.  The weighted average
coupon for the remaining loans is 8.771%.  No loans mature until
November 2011.


MT WILSON: Moody's Cuts Rating on $32 Mil. Class D Notes to 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of these
notes issued by Mt. Wilson CLO II, Ltd:

Class Description: US$60,000,000 Class A-2 Floating Rate Notes Due
2020

  -- Prior Rating: Aaa
  -- Prior Rating Action Date: 7/26/07
  -- Current Rating: Aa1

Class Description: US$18,000,000 Class B Floating Rate Notes Due
2020

  -- Prior Rating: Aa2
  -- Prior Rating Action Date: 7/26/07
  -- Current Rating: A1

Class Description: US$24,000,000 Class C Floating Rate Deferrable
Notes Due 2020

  -- Prior Rating: A2
  -- Prior Rating Action Date: 7/26/07
  -- Current Rating: Baa2

Class Description: US$32,000,000 Class D Floating Rate Deferrable
Notes Due 2020

  -- Prior Rating: Baa2, on review for downgrade
  -- Prior Rating Action Date: 7/26/07
  -- Current Rating: Ba2

According to Moody's, the rating action is a result of the loss of
credit support from the Class D Coupon Swap.  Lehman Brothers
Special Financing Inc. acts as counterparty under the Class D
Coupon Swap Agreement (with Lehman Brothers Holdings Inc.
guaranteeing the obligations of LBSFI).  In this role, LBSFI
advances payment of interest owed on the Class D notes during the
reinvestment period to the extent that interest collections on the
collateral are insufficient to service such payments.  The
bankruptcy filings of LBSFI and LBHI have disrupted LBSFI's
ability to perform its obligations under the swap.  Moody's noted
that no cash collateral has been posted to Mt. Wilson CLO II, Ltd.
by LBSFI.  Additionally, the likelihood of entering into a
replacement swap at an acceptable cost in the near-term appears to
be adversely constrained by the current challenging market
conditions.

Moody's further noted that the transaction's payment priority
requires current interest and interest on deferred interest of the
Class D notes to be paid from principal collections prior to the
payment of the senior notes' principal.  As a result, the loss of
support from the Class D coupon swap has also increased the
expected losses on the notes senior to the Class D notes, as
reflected in the rating actions.

Moody's initially analyzed and continues to monitor this
transaction using primarily the methodology and its supplements
for cash flow CLOs as described in these Moody's Special Reports:

  -- Rating Cash Flow Transactions Backed by Corporate Debt 1995
     Update (4/10/1995)

  -- Binomial Expansion Method Applied to CBO/CLO Analysis (The)
     (12/13/1996)

  -- Using the Structured Note Methodology to Rate CDO Combo-Notes
     (2/20/2004)

  -- CDO RatingFactors VOL. I No. 3 Moody's Recovery Rate
     Assumptions for U.S. Corporate Loans and Bonds: Picking Up
     The Pieces (3/17/2004)

  -- CDO RatingFactors VOL. I No. 5 Haircuts for Excess Caa Assets
     and Deep Discount Obligations (6/24/2004)

  -- CDO RatingFactors VOL. II No. 4 Assigning Market Value To CDO
     Assets (12/14/2005)


NATIONAL AMUSEMENT: Viacom Will Cut 7% of Workforce
---------------------------------------------------
Nat Worden at The Wall Street Journal reports that National
Amusements Inc. owner Sumner Redstone's Viacom Inc. said it will
lay off about 7%, or 850 of its workers, and will take up to
$450 million in fourth-quarter asset write-downs.

WSJ says that Viacom's layoffs will affect the company's media
properties in the U.S. and abroad.  The report states that the
write-downs and restructuring will result in fourth-quarter
charges of up to $450 million, as the company seeks for pretax
savings of $200 million to $250 million in 2009.

According to WSJ, Viacom is faced with declining ad sales and
lower movie revenue, struggling with double-digit ratings declines
at its cable networks, including MTV, VH1, and BET.  WSJ relates
that ad sales have been declining for Viacom, which also reported
lower theatrical revenue in the latest quarter.  A group of
financial companies also filed this week a lawsuit against
Viacom's unit, Paramount, claiming that the film studio made
misrepresentations in a movie-financing deal, which would cause
them to lose their $40.1 million investment, WSJ reports.

WSJ relates that Mr. Redstone is negotiating with lenders over
National Amusements' credit.  According to the report, National
Amusements' $1.6 billion debt load is tied to the value of Viacom
and CBS Corp.  Mr. Redstone, previous reports say, had sold about
$233 million of non-voting shares in the two companies.

Viacom spokesperson Kelly McAndrew denied any connection between
Mr. Redstone's debt problems and Viacom's layoffs, WSJ states.

                  About National Amusements, Inc.

National Amusements, Inc., North America's sixth largest theatre
operator is a closely held corporation, that operates more than
1,425 motion picture screens in the U.S., the U.K., Latin America,
is an equal partner in the online ticketing service,
MovieTickets.com and the parent company of Viacom. Viacom is a
leading global media company, with preeminent positions in
broadcast and cable television, radio, outdoor advertising and
online.  With programming that appeals to audiences in every
demographic category across virtually all media, the company is a
leader in the creation, promotion and distribution of
entertainment, news, sports, music and comedy. Viacom's well-known
brands include CBS, MTV, Nickelodeon, VH1, BET, Paramount
Pictures, Viacom Outdoor, Infinity, UPN, Spike TV, TV Land, CMT:
Country Music Television, Comedy Central, Showtime, Blockbuster,
and Simon & Schuster.

As reported in the Troubled Company Reporter on Nov. 25, 2008,
National Amusements would likely have to file for Chapter 11.
National Amusements owner Sumner Redstone put in October 2008
about $233 million of his stock in Viacom and CBS, which he
controls through National Amusements, to try to fix his debt
problems after the stock market dropped lower and National
Amusements breached an asset-to-debt covenant.  The move didn't
work, and the Redstone family has since been discussing with its
lenders about restructuring a $1.6 billion debt.

According to The Wall Street Journal, the declining value of Mr.
Redstone's assets could give him less chance in talks with
lenders, and he would have to sell some assets as a condition of a
restructuring.  WSJ says that asset sales being discussed include
the Redstone family's movie-theater chain.


NEXSTAR FINANCE: Moody's Cuts Corporate Family Rating to 'B3'
-------------------------------------------------------------
Moody's Investors Service downgraded Nexstar Finance Holdings,
Inc.'s Corporate Family Rating to B3 and affirmed its B3
probability-of-default rating.  In addition, Moody's affirmed the
Caa2 rating of Nexstar's 11.375% Senior Discount Notes due 2013
and the Caa1 rating of Nexstar Broadcasting, Inc.'s 7% Senior
Subordinated Notes.  Moody's also downgraded the ratings of
Nexstar Broadcasting, Inc.'s and Mission Broadcasting, Inc.'s
senior secured credit facilities to B1 from Ba2.  The outlook is
negative.

The rating downgrades and negative outlook reflect Moody's
expectation that despite potential upside from additional
retransmission compensation and eMedia revenue, depressed consumer
confidence, a slowdown in consumer spending, its adverse impact on
corporate profits and the resulting cutbacks in advertising and
marketing budgets by several industries that advertise heavily
will create increasing pressure on Nexstar's revenue and cash
flow.

As a result, Moody's expects the company's credit metrics,
including debt-to-EBITDA leverage, will likely be materially
negatively impacted.  Partially mitigating the impact will be
lower capital expenditures associated with the completion of the
company's digital conversion plus the potential for other revenue
opportunities.  Additionally, Moody's believes that given the
absence of material political revenue in 2009 combined with
continued weakness in the advertising environment, the company
will remain challenged in its ability to comply with its financial
maintenance covenants, thus constraining liquidity.  Moody's also
believes that successfully attaining a waiver or amendment under
the credit facility may likely result in increased pricing,
thereby further stressing the company's cash flow.

The affirmation of the company's PDR reflects Moody's belief that
the likelihood of default remains unchanged and incorporates the
extremely limited cushion under Nexstar Broadcasting Inc.'s senior
secured credit facility covenants and correspondingly weak
liquidity profile.  The two notch downgrade of Nexstar
Broadcasting, Inc.'s and Mission Broadcasting, Inc.'s senior
secured credit facilities reflect Moody's expectation that in
default, secured creditors will likely incur additional loss as
leverage rises as Moody's project.

The PDR would otherwise be lowered further were it not for Moody's
belief that the company will continue to generate free cash flow
and is likely be able to get a waiver and an amendment in the
event that it does breach its financial maintenance covenants and
is thereby subject to a technical default.  Moody's believes that
the company is likely to breach its bank financial covenants in Q3
of 2009.  The negative outlook incorporates the uncertainty
surrounding the covenant compliance situation given the precarious
credit environment for high yield borrowers.

The SGL-4 speculative grade liquidity rating is significantly
influenced by the company's limited covenant cushion, Moody's
uncertainty in Nexstar's ability to remain in compliance with its
financial maintenance covenants over the next twelve months, and a
modest perceived ability to quickly monetize non-core assets if
needed.  These weaknesses are balanced by the company's modestly
positive free cash flow after mandatory debt service.

Moody's has taken these ratings actions:

Nexstar Finance Holdings, Inc.

  -- Corporate family rating: Downgraded to B3 from B2

  -- Probability-of-default rating: Affirmed B3

  -- 11.375% senior discounts notes due 2013: Affirmed Caa2 (to
     LGD 6, 94% from LGD 5, 85%)

  -- Speculative Grade Liquidity Assessment: Affirmed SGL-4

Nexstar Broadcasting, Inc. (including Mission Broadcasting, Inc.)

  -- $98 million revolving credit facilities due 2012: Downgraded
     to B1 from Ba2 (to LGD 2, 25% from LGD 2, 15%)

  -- $355 million senior secured term loans due 2012: Downgraded
     to B1 from Ba2 (to LGD 2, 25% from LGD 2, 15%)

  -- 7% senior subordinated notes due 2014: Affirmed Caa1 (to LGD
     5, 74% from LGD 4, 61%)

The rating outlook is negative.

The last rating action was on March 28, 2008 when Moody's affirmed
Nexstar's B2 CFR and downgraded its PDR to B3.  In addition,
Moody's assigned an speculative grade liquidity rating of SGL-4.

Nexstar Broadcasting Group, Inc., based in Irving, Texas, owns and
operates or provides services to 50 television stations in 29
markets.  The company recorded revenue of approximately
$276 million during the twelve months ended September 30, 2008.


OPEN SOLUTIONS: Weak Performance Cues Moody's to Downgrade Ratings
------------------------------------------------------------------
Moody's Investors Service lowered Open Solutions Inc.'s corporate
family rating to B3 from B2 and revised the ratings outlook to
negative from stable.  Simultaneously, Moody's also lowered the
ratings on the company's senior secured credit facilities to B1
from Ba3 and senior subordinated notes rating to Caa2 from Caa1.

The ratings downgrade reflects the company's weaker than expected
financial performance resulting in weaker credit metrics and a
reduced liquidity profile stemming from very tight cushions for
the financial maintenance covenant under its bank credit
agreement.

Open Solutions' B3 CFR is constrained by the company's: i) very
high financial leverage and weak interest coverage metrics; ii)
reduced liquidity profile as a result of limited cushion for the
financial maintenance covenant under its bank credit agreement;
iii) limited free cash flow generation prospects; iv) small size
and limited product offering relative to larger, better
capitalized, and more diversified competitors; v) high geographic
concentration having more than 95% of its customer base located in
the US; and vi) high end-market concentration predominantly within
financial institutions.  In addition, the rating is constrained by
Moody's expectation that Open Solutions' revenue and profitability
growth prospects may be limited due to continued weakness and
uncertainty in the overall macro environment, which could curb
end-market demand for the company's software solutions among
financial institution customers and prospects.

The rating is supported by the company's i) high-level of
recurring revenue base coupled with high customer retention /
renewal trends; ii) high barriers-to-entry in its core product
market stemming from high business criticality and large switching
costs associated with its core processing software products; and
iii) low client concentration among financial institution customer
base.

The negative rating outlook reflects Moody's expectation that
the limited EBITDA cushion for the financial maintenance covenant
under the company's bank credit agreement will remain very tight
and that a shortfall in the company's anticipated performance over
the next twelve months could require the company to seek an equity
contribution from its financial sponsors or a waiver / amendment
from its lenders.

These ratings are lowered:

  -- Corporate family rating to B3 from B2

  -- Probability of default rating to B3 from B2

  -- $75 million first lien revolving credit facility to B1 (LGD3,
     32%) from Ba3 (LGD3, 31%)

  -- $562 million first lien term loan to B1 (LGD3, 32%) from Ba3
     (LGD3, 31%)

  -- $325 million of 9.75% senior subordinated notes to Caa2
     (LGD5, 86%) from Caa1 (LGD5, 85%)

The rating outlook is negative.

Open Solutions' ratings were assigned by evaluating factors
Moody's believe are relevant to the credit profile of the issuer,
such as: (i) the business risk and competitive position of the
company versus others within the industry; (ii) the capital
structure and financial risk of the company; (iii) the projected
performance of the company over the near-to-intermediate term; and
(iv) management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of Open Solutions' core industry and Open Solutions'
ratings are believed to be comparable to those of other issuers of
similar credit risk.

The previous rating action occurred on December 20, 2006, when
Moody's confirmed Open Solutions' B2 CFR and assigned new ratings
to it's senior secured credit facilities (Ba3) and senior
subordinated notes (Caa1).

Headquartered in Glastonbury, Connecticut, Open Solutions Inc. is
a privately-held provider of core data processing and information
management software solutions for financial institutions including
community banks / thrifts and credit unions.  In January 2007, the
company was acquired by The Carlyle Group and Providence Equity
Partners in a leveraged transaction of roughly $1.4 billion
including the assumption of debt.  Revenues for the last twelve
month period ended September 2008 was $438 million.


PALM INC: November Sales Drop Cues S&P to Junk Ratings
------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Sunnyvale, California-based Palm Inc.
to 'CCC+' from 'B-'.  The outlook is negative.  At the same time,
S&P lowered its issue-level ratings on the company's secured term
loan and revolving credit facility to 'CCC' from 'B-'.  The
recovery rating on the debt is revised to '5' from '4', indicating
the expectation for modest (10% to 30%) recovery in the event of a
payment default.

"The actions reflects Palm's announcement that sales in the
November 2008 quarter will decline to about half of the August
quarter's level, reflecting challenging economic conditions and
market share losses," said S&P's credit analyst Bruce Hyman.
While Palm's consumer-grade Centro has been well-received, it
remains a low-margin point product, and consumers are likely also
shifting purchases towards iPhones, Blackberrys, and other
smartphones, contributing to the revenue falloff.  Palm's history
of operating losses and negative free cash flows is expected to
continue, as the company continues to invest in developing
enterprise-grade smartphones with a goal to recapture market share
in 2009.

S&P's ratings on Palm reflect the company's high debt leverage,
narrow range of products, market share losses, and negative free
cash flows in a highly competitive market.  These factors are
offset to a very limited degree by a measure of consumer loyalty,
and sufficient liquidity for near-term operational purposes.  Palm
is committed to launching a new hardware and software platform to
reinvigorate its revenues and profits during 2009, while
maintaining shelf space at resellers and carriers.

In response to the revenue shortfall, Palm is reducing its
domestic workforce, consolidating its European operations, and
will run its Asia-Pacific operations from the United States.  An
outsourced manufacturing model helps to buffer the gross margin
impact of the revenue shortfall, down about 10 percentage points
sequentially.  Palm expects to reduce its run-rate operating
expenses by $20 million per quarter by the May 2009 quarter.
Still, EBITDA (negative $7 million in the August quarter) and free
cash flows (about negative $80 for the trailing 12 months) likely
will weaken further, as product development expenses must be
maintained at relatively high levels, while other costs cannot be
reduced proportionately with the sales decline.

Debt levels (including capitalized operating leases) are high, at
$427 million including capitalized operating leases, given the
company's prospects for continued near term losses and declines in
its cash position.

Palm's cash balances, which were $248 million at Aug. 31, 2008,
will be reported at $210-$220 million as of Nov. 28, 2008.  Free
cash flows have been negative since the November 2007 quarter,
about $20 million per quarter through August 2008, although the
pace would likely accelerate in the next few quarters.  Near term
liquidity should remain adequate for operational purposes,
even if negative free cash flows comparable to the November
quarter persist as the company refreshes its hardware and software
offerings.  However, unless the cash utilization rate is slowed,
liquidity will tighten within a year. Annual repayments of the
term loan B facility are modest, 1% per year, and it matures in
2014.

The recovery rating on Palm Inc. was revised to '5' from '4',
indicating that lenders can expect modest (10% to 30%) recovery in
the event of a payment default.  As a result, the issue level
ratings on the debt are one notch below the 'CCC+' corporate
credit rating.  The two-notch decline in the issue rating
reflects both the lowered corporate credit rating and also the
reduced expected recovery in the event of default.

The rating outlook is negative.  Palm's recent performance
reflects the difficulties in sustaining its market presence in a
very challenging environment.  The company faces significant
headwinds to bring a fully competitive, refreshed product line to
the market and reestablish itself as a leading vendor of
enterprise smartphones against an expanding list of competitive
alternatives.  Failure to generate positive EBITDA and materially
reduce cash burn could result in lower ratings during 2009.  Given
these challenges, prospects for a positive outlook are seen as
remote through 2009.


PC HOTELS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: PC Hotels, LLC
        dba AmericInn Lodge & Suites of Moorhead
        600 30th Avenue South
        Moorhead, MN 56560

Case No.: 08-61240

Petition Date: December 4, 2008

Court: US Bankruptcy Court
       District of Minnesota (Fergus Falls)

Judge: Dennis D. O'Brien

Debtors' Counsel: Joseph W. Dicker, Esq.
                  Joseph W. Dicker PA
                  1406 West Lake Street, Suite 208
                  Minneapolis, MN 55408
                  Tel: 612-827-5941
                  Fax: 612-822-1873
                  Email: joe@joedickerlaw.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts:  $1,000,001 to $10,000,000

A list of the Debtor's 20 largest unsecured creditors is available
for free at:

         http://bankrupt.com/misc/mnb08-61240.pdf

The Debtor had previously filed a bankruptcy case, Case No.
06-60498, in December 2006.


PCK HOLDINGS: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: PCK Holdings, LLC
        dba Mobile I Lube Express
        dba Kerner's Quick Lube
        96 Portsmouth Avenue
        Exeter, NH 03833

Case No.: 08-13591

Debtor-affiliate filing separate Chapter 11 petition:

       Affiliate              Case Number
       ---------              -----------
       PCK Holdings II, LLC   08-13592

Petition Date: December 1, 2008

Court: U.S. Bankruptcy Court
         District of New Hampshire Live Database (Manchester)

Judge: J. Michael Deasy

Debtor's Counsel: Jennifer Rood, Esq.
                  Bernstein Shur
                  670 N. Commercial St., Ste 108
                  PO Box 1120
                  Manchester, NH 03105-1120
                  Tel: (603) 623-8700
                  Fax: (603) 623-7775
                  Email: jrood@bernsteinshur.com

Estimated Assets: $100,001 to $500,000

Estimated Debts:  $1,000,001 to $10,000,000

A list of the Debtor's 13 largest unsecured creditors is available
for free at:

         http://bankrupt.com/misc/nhb08-13591.pdf

The Debtors disclose that their sole shareholders, Philip and
Sandra Kalf, have filed for bankruptcy on October 1, 2008 in Rhode
Island, Case Number 08-13217.


PEERLESS SELF STORAGE: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Peerless Self Storage LLC
        PO Box 242
        Lookout Mountain, TN 37350

Case No.: 08-44122

Petition Date: December 1, 2008

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Rome)

Judge: Judge Mary Grace Diehl

Debtor's Counsel: Anthony B Sandberg, Esq.
                  The Sandberg Law Firm
                  International Tower - Suite 705
                  229 Peachtree Street, NE
                  Atlanta, GA 30303
                  Tel: (404) 827-9799
                  Fax: (404) 827-9670
                  Email: thesandberglawfirm@yahoo.com

Total Assets: $2,150,000

Total Debts:  $1,091,246

The Debtor filed its schedules of assets and liabilities together
with its petition disclosing four creditors holding unsecured
claims.  A full-text copy of Schedule F is available for free at:

         http://bankrupt.com/misc/ganb08-44122.pdf


PFF BANCORP: Files for Chapter 11 Bankruptcy in Delaware
--------------------------------------------------------
PFF Bancorp Inc. together with four of its affiliates made a
voluntary filing under Chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the District of
Delaware.

Kevin McCarthy, president and chief executive officer of the
company, said in a disclosure with the Securities and Exchange
Commission that the Chapter 11 filing is a result of:

a) the appointment of the Federal Deposit Insurance Corporation
    as receiver of PFF Bank & Trust on Nov. 21, 2000 by the
    Office of Thrift Supervision; and

b) the acquisition of all of the assets and most of the
    liabilities by U.S. Bank, National Association from FDIC.

According to Mr. McCarthy, the filing will result in an event
of default under the terms of:

a) the letter agreement, as amended, relating to its secured
    term loan with a commercial bank and the entire principal
    and, upon this event of default, any accrued but unpaid
    principal thereunder will be declared immediately due and
    payable.

b) the indentures governing the floating rate trust preferred
    securities issued by the company's unconsolidated special
    purpose trusts, PFF Bancorp Capital Trust I, PFF Bancorp
    Capital Trust II, and PFF Bancorp Capital Trust III.

"Due to the publicity surrounding Bancorp's poor fiscal
2008 performance, PFF Bank experienced a run-off in deposits.
From March until September 2008, outflows of customer deposits
totaled $820 million," Bloomberg New quoted Mr. McCarthy as
saying.

The entire principal and any premium and any accrued but unpaid
principal will be declared immediately due and payable, Mr.
McCarthy noted.

The company entered on Dec. 8, 2008, into an asset purchase
agreement with , a California corporation

The company agreed on Dec. 8, 2008, to sell to California
Financial Partners, Inc. certain assets of its wholly-owned
subsidiary Glencrest Investment Advisors, Inc., subject to Court
approval, Mr. McCarthy related.  Under the deal, the company will
be 35% of the gross sales commissions earned from the purchased
assets each month, for a period of 48 months from the closing date
of the transaction, he continued.

Each of the company and its affiliates' officers -- except Mr.
McCarthy -- resigned effective Dec. 2, 2008.

A full-text copy of the asset purchase agreement is available for
free at http://ResearchArchives.com/t/s?35de

PFF Bancorp Inc. -- https://www.pffbank.com -- operates a
community bank provides an array of financial services.


PFF BANCORP: Case Summary & 27 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: PFF Bancorp, Inc.
       9337 Milliken Avenue
       Rancho Cucamonga, CA 91730

Bankruptcy Case No.: 08-13127

Debtor-affiliates filing separate Chapter 11 petitions:

       Entity                                     Case No.
       ------                                     --------
Glencrest Investment Advisors, Inc.                08-13128
Diversified Builder Services, Inc.                 08-13129
PFF Real Estate Services, Inc.                     08-13130
Glencrest Insurance Services, Inc.                 08-13131

Type of Business: The Debtors operate a community bank provides an
                 array of financial services.

                 See: https://www.pffbank.com

Chapter 11 Petition Date: December 5, 2008

Court: District of Delaware (Delaware)

Judge: Kevin J. Carey

Debtors' Counsel: Paul Noble Heath, Esq.
                 heath@rlf.com
                 Richards, Layton & Finger PA
                 One Rodney Square
                 P. O. Box 551
                 Wilmington, DE 19899
                 Tel: (302) 651-7700
                 Fax: (302) 651-7701

Claims Agent: Kurtzman Carson Consultants LLC

Total Assets: $7,779,964

Estimated Debts: $131,730,000

The Debtors' Largest Unsecured Creditors:

  Entity                      Nature of Claim   Claim Amount
  ------                      ---------------   ------------
Wilmington Trust               junior subord.    $87,000,000
Attn: Geoffrey J. Lewis, CCTS  debentures
Senior Financial Service
Officer
Rodney Square North
1100 N. Market Street
Wilmington, DE 19890-1615
Tel: (302) 636-6438

M&I Bank                       bank loan         $44,000,000
Attn: Greg Weyer
770 North Water Street
Milwaukee, WI 53202
Tel: (414) 765-7947
Fax: (414) 765-7927

Gregory C. Talbott             employment        $2,085,432
46 Panorama                    agreement
Cota De Caza, CA 92679
Tel: (949) 858-2214
Fax: (909) 941-5430

Robert L. Golish               employment        $878,841
501 N. Clementine Street       agreement
Anaheim, CA 92805
Tel: (714) 774-9840
Fax: (909) 941-5430

Lynda A. Scullin               employment        $864,905
633 Martin Way                 agreement
Claremont, CA 91711
Tel: (909) 398-1043
Fax: (909) 941-5430

Friedman, Billing, Ramsey      investment        $563,473
1001 Nineteenth Street North   banking
Arlington, VA 22209            services
Tel: (949) 724-4145
Fax: (949) 533-5203

Jim Milhiser                   employment        $552,890
124, W. 6th                    agreement
Ontario, CA 91762
Tel: (909) 981-3016
Fax: (909) 981-3015

Thomas Steffanci               employment        $502,893
11100 4th Street, K-208        agreement
Rancho Cucamonga, CA 91730
Tel: (909) 240-3441

FBOP Corporation               notes             $486,848

Keesal Young & Logan           legal services    $469,741

Jill Casselman                 employment        $447,756
                              agreement

William G. Standlea            employment        $413,527
                              agreement

Buchalter Nemer                legal services    $300,000

Cary Calkin                    employment        $227,720
                              agreement

Timothy Martin                 employment        $192,106
                              agreement

CitiBank                       swap              $100,000
                              transaction

Joele Frank, Wilkinson         trade debt        $50,000
Brimmer Katcher

KPMG LLP                       trade debt        $38,759

Kroll Ontrack                  trade debt        $12,117

Broadridge                     trade debt        $9,000

Sandler O'Neill                investment        unliquidated
                              banking
                              services

Menachem Miamam                litigation        unliquidated

Alan Khan                      litigation        unliquidated

Pauline Perez                  litigation        unliquidated

Bruce Bonanami                 litigation        unliquidated

Developers Surety &            litigation        unliquidated
Indemnity Co.

Harry Tancredi                 litigation        unliquidated

The petition was signed by president and chief executive officer
Kevin McCarthy.


PIAZZA SAN LORENZO: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: PIAZZA SAN LORENZO, LTD.
111 Soledad Street, Suite 700
San Antonio, TX 78205

Bankruptcy Case No.: 08-53629

Chapter 11 Petition Date: December 1, 2008

Court: Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtor's Counsel: James Samuel Wilkins, Esq.
                  jwilkins@stic.net
                  Willis & Wilkins, LLP
                  100 W. Houston St., Suite 1275
                  San Antonio, TX 78205
                  Tel: (210) 271-9212
                  Fax: (210) 271-9389

Estimated Assets: $10,000,000 to $50,000,000

Estimated Debts: $10,000,000 to $50,000,000

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Straus, David                  -                 $431,100
P.O.Box 839916
San Antonio, TX 78283

Spector Investments, LP        -                 $150,000
P.O. Box 15273
San Antonio, TX 78212

Salazar, Max                   -                 $117,292
5119 Beckwith, Suite 105
San Antonio, TX 78249

Walter P. Moore                -                 $78,740

MS2-MEP                        -                 $75,376

Citizen's State Bank           -                 $59,000

Barlett Cocke, LP              -                 $50,000

Their, Martha                  -                 $33,500

Bautista, Alejandro            -                 $25,000

Cavazos, Albert CFA            -                 $23,185

Vuelo Magazine                 -                 $17,525

Dublin & Associates            -                 $13,237

Interga Realty Resources       -                 $8,500

Haynes & Boone, LLP            -                 $6,300

Linebarger Consulting          -                 $5,600
Engineers

Luxe Magazine                  -                 $5,480

Wenzel & Associates, CPA       -                 $4,610

People's Choice Roofing        -                 $4,132

Real Estate Group Magazine     -                 $4,000

Michael A. Morrell             -                 $3,625

The petition was signed by Laurence J. Raba, manager and managing
member of Platino, LLC, the general partner of the company.


PINE RIDGE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Pine Ridge Place, LLC
        5700 Thousand Oaks Circle
        Houston, TX 77092

Bankruptcy Case No.: 08-37716

Chapter 11 Petition Date: December 1, 2008

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: H. Miles Cohn, Esq.
                  mcohn@hou-law.com
                  Sheiness Scott et al
                  1001 McKinney, Suite 1400
                  Houston, TX 77002
                  Tel: (713) 374-7020
                  Fax: (713) 374-7049

Estimated Assets: $1,000,000 to $10,000,000

Estimated Debts: $1,000,000 to $10,000,000

A list of the Debtor's largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/txsb08-37716.pdf

The petition was signed by Rodney D. Combest, secretary of the
company.


PLCP, L.P.: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: PLCP, L.P.
        33371 170th Street
        Steamboat Rock, IA 50672-8096

Bankruptcy Case No.: 08-02680

Chapter 11 Petition Date: December 4, 2008

Court: Northern District of Iowa (Mason City)

Debtor's Counsel: Bradley R. Kruse, Esq.
                  brk@brownwinick.com
                  666 Grand Avenue, Suite 2000
                  Des Moines, IA 50309-2510
                  Tel: (515) 242-2460
                  Fax: (515) 323-8560

Estimated Assets: $10,000,000 to $50,000,000

Estimated Debts: $10,000,000 to $50,000,000

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Praire Land Coop               trade debt        $9,379,197
P.O. Box 309
Hubbard, IA 50122-0309

Center Point Energy Services   utilities         $1,277,159
P.O. Box 3032
Carol Stream, IL 60132-3032

Hardin County                  TIF agreement     $834,166
Hardin County Courthouse
Steamboat Rock, IA 50672

Midland Power Cooperative      utilities         $246,449

Univar USA, Inc.               trade debt        $239,467

Iowa Dept. of Econ. Devt.      economic          $140,000
Loan Servicing                 development plan

Novozymes North America, Inc.  trade debt        $113,041

Hardin County Treasurer        property taxes    $83,344

Genecor International, Inc.    trade debt        $77,525

Noble Americas                 trade debt        $61,096

Consumers Energy               utilities         $48,004

Nalco Company                  trade debt        $38,307

K.A. Steel Chemicals, Inc.     trade debt        $37,275

Pacesetter Management Group    professional fees $22,260

Edwards, Bruce                 professional fees $20,000

North American Bioproducts     trade debt        $19,722
Corp.

Aqua Power, Inc.               trade debt        $17,946

Ferm Solutions                 trade debt        $14,385

Ziegler, Inc.                  trade debt        $12,856

Pinnacle Engineering           trade debt        $10,115

The petition was signed by Larry Meints, president of Pine Lake
Corn Processors, LLC, general partner of PLCP, L.P.


PRINCETON COMMUNITY: S&P Raises Rating on Revenue Bonds to 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Princeton,
West Virginia's series 1993 and 1999 revenue bonds to 'BB-' from
'B', issued for Princeton Community Hospital, West Virginia.  The
outlook is stable.

The upgrade reflects PCH's improved balance sheet with growing
liquidity as evidenced by days' cash on hand of 102 days' cash on
hand as of June 30, 2008; improved operating results in part due
to the closure of St. Luke's Hospital; and weak demographic
factors, including a declining population and below-average income
levels.

Additional credit risks include the development risks related to
the former St. Luke's Hospital property.

PCH had two significant events in fiscal 2007: the closure of St.
Luke's Hospital and the sale of two-thirds of the home health care
agency.  Due to ongoing operating losses and declining volumes,
management and the board decided to close the hospital.
Management's strategic decision to close St. Luke's Hospital
should help bolster operating performance in the future as PCH
was supporting persistent losses at St. Luke's.  This decision
will also decrease expenses related to duplicated services.
Management has also worked to build cash reserves and pay down
some debt, improving balance sheet metrics.


R-GROUP INVESTMENTS: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------------
Debtor: R-Group Investments, Inc.
        1515 W Haddon St., Suite 100
        Chicago, IL 60622

Case No.: 08-33103

Petition Date: December 4, 2008

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Debtors' Counsel: Anne I. Shaw, Esq.
                  Shaw & Associates
                  608 West Briar Place
                  Chicago, IL 60657
                  Tel: 773 549-9500
                  Fax: 773 549-9503
                  Email: ashaw@shawattorneys.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts:  $500,001 to $1,000,000

The Debtor identified T-Mobile as its largest unsecured creditor
with a claim for $1,157.


RAM HOLDINGS: Moody's Downgrades Preference Share Rating to 'B2'
----------------------------------------------------------------
Moody's Investors Service has downgraded to Baa3, from A3, the
insurance financial strength rating of RAM Reinsurance Company
Ltd.  In the same rating action, Moody's also downgraded the
rating of the preference shares of RAM Holdings, Ltd. to B2, from
Ba1; and the rating of Blue Water Trust I, a related contingent
capital facility, to Ba3, from Baa3.  The rating action concludes
a review for possible downgrade that was initiated on August 7,
2008 and reflects Moody's views on RAM Re's overall credit
profile, including the potential for increased losses among its
mortgage-related exposures and significantly constrained new
business prospects.

The downgrade results from three primary factors.  First is
Moody's expectation of greater losses on mortgage related
exposures, reflecting continued adverse delinquency trends.
Although the company has reduced the size of its RMBS and ABS CDO
portfolios given recent commutation transactions with MBIA and
Syncora, loss expectations relating to RAM Re's direct RMBS
portfolio are material relative to capital.  Second is Moody's
view of diminished business prospects as reflected by low
underwriting volume.  Third is the company's impaired financial
flexibility.

Post the MBIA commutation transaction, RAM Re's loss reserves for
its direct RMBS exposure totaled $56 million, which is below
Moody's expected loss estimate.  RAM Re has less than $300 million
in exposure to ABS CDOs, and Moody's currently does not project
losses for this portion of the portfolio.

RAM Re's insurance financial strength rating remains investment
grade, reflecting the rating agency's view that RAM Re's aggregate
capital resources (including statutory contingency reserves and
contingent capital) provide a meaningful capital cushion above
expected levels.  Moody's also notes that RAM Re, as a Bermuda
domiciled reinsurer, holds Regulatory 114 trusts in favor of the
primary ceding companies, which to some extent reduces the risk of
capital extraction from the operating company.

Moody's stated that the developing outlook reflects both the
potential for further deterioration in the insured portfolio as
well as positive developments that could occur over the near to
medium term, including greater visibility about mortgage
performance andr successful remediation efforts on poorly
performing mortgage transactions, as well as the potential for
various initiatives being pursued at the Federal level to mitigate
the rising trend of mortgage loan defaults.  Moody's will continue
to evaluate RAM Re's ratings in the context of the future
performance of the insured portfolio relative to expectations and
resulting capital adequacy levels.  Moody's will also monitor
other developments including the status of RAM Re's relationships
with the primary ceding companies and the impact of triggers and
covenants in reinsurance treaty arrangements, in addition to any
strategic options pursued by management in response to weak demand
conditions.

The last rating action was on August 7, 2008, when the rating of
RAM Reinsurance Limited was downgraded to A3 and placed on review
for further possible downgrade.

                     List of Rating Actions

These ratings have been downgraded:

  -- RAM Reinsurance Company Ltd.: insurance financial strength to
     Baa3 from A3;

  -- RAM Holdings Ltd.: preference shares to B2 from Ba1; and

  -- Blue Water Trust I: contingent capital securities to Ba3 from
     Baa3.

              Overview of Ram Reinsurance Limited

RAM Holdings, Ltd. is a Bermuda-based holding company.  Its
operating subsidiary RAM Reinsurance Company Ltd. provides
financial guaranty reinsurance for U.S. and international public
finance and structured finance transactions.


READER'S DIGEST: Moody's Downgrades Sr. Sub. Note Rating to 'Caa2'
------------------------------------------------------------------
Moody's Investors Service downgraded The Reader's Digest
Association's Corporate Family rating and Probability of Default
rating to B3 from B2, the senior secured credit facility ratings
to B2 from B1 and the senior subordinated note rating to Caa2 from
Caa1.

The downgrade reflects Moody's expectation that weak consumer
spending will create incremental revenue pressure on top of the
risk of long-term erosion in RDA's mature print-based publishing
products.  This will likely challenge the company's ability to
fully convert cost saving initiatives into higher EBITDA and
reduce leverage from what Moody's views is an unsustainably high
level that provides limited to no equity cushion based on Moody's
estimated enterprise valuation.  LGD rates were adjusted based to
reflect the current liability mix.  The rating outlook is
negative.

Downgrades:

Issuer: Reader's Digest Association, Inc. (The)

  -- Corporate Family Rating, Downgraded to B3 from B2

  -- Probability of Default Rating, Downgraded to B3 from B2

  -- Senior Secured Bank Credit Facility, Downgraded to B2, LGD3 -
     36% from B1, LGD3 - 34%

  -- Senior Subordinated Regular Bond/Debenture, Downgraded to
     Caa2, LGD5 - 88% from Caa1, LGD5 - 85%

The risk of a covenant violation would be higher and the ratings
would likely be lower absent some of the near term flexibility RDA
has in the calculation of EBITDA for the maximum debt-to-EBITDA
covenant in its credit facility.  In particular, RDA can include
in covenant EBITDA up to $105 million of projected cost savings
related to the March 2007 transactions and $75 million of
projected cost savings related to other actions taken by March
2010 (or that relate to integration within 24 months of an
acquisition) that are reasonably identifiable and factually
supportable (based on RDA's good faith determination).

In Moody's opinion, this ability continues to provide RDA a window
to execute its plan to improve cash flow by realizing cost savings
and moderating the cash outflows associated with restructuring
actions.  RDA has an approximate 18% EBITDA cushion under its
8.75x debt-to-EBITDA covenant as of 9/30/08 and the sale of Books
Are Fun (pursuant to an agreement announced on 11/13/08) will be
beneficial as the company can exclude BAF's operating losses from
the covenant calculation upon completing the transaction.
Proceeds from the sale of QSP were used to reduce revolver
borrowings, but the company will have to make a mandatory term
loan paydown unless the proceeds are reinvested within 12 months
of the sale.  Absent an infusion of new capital, this will require
an increase in revolver usage by August 2009 to fund either
acquisitions or the term loan repayment and could leave only
modest unused revolver capacity to absorb the seasonal cash usage
typical in the September 2009 quarter.

The negative outlook reflects Moody's concern that RDA will face
challenges to fully convert cost savings into the higher margins
necessary to achieve and sustain positive free cash flow.

Moody's last rating action on RDA was a change in the rating
outlook to negative from stable on March 31, 2008.

RDA's ratings were assigned by evaluating factors Moody's believe
are relevant to the credit profile of the issuer, such as i) the
business risk and competitive position of the company versus
others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of RDA's core industry and RDA's ratings are believed to
be comparable to those of other issuers of similar credit risk.

RDA, headquartered in Pleasantville, New York, is a global
publisher and direct marketer of products including books (40% of
2008 revenue), magazines (34%), recorded music collections and
home videos (19%), and food and gifts (7%).  A group of investors
led by Ripplewood Holdings L.L.C. acquired RDA in March 2007 in a
transaction valued at approximately $2.4 billion (including
refinanced debt) and combined with Ripplewood portfolio companies
WRC Media, Inc. and Direct Holdings U.S. Corp.  Annual revenue
approximates $2.5 billion pro forma for the sale of Books Are Fun,
QSP and Taste of Home Entertaining.


RECYCLED PAPER: Moody's Confirms 'Caa3' CFR; Outlook Negative
-------------------------------------------------------------
Moody's Investors Service changed Recycled Paper Greetings'
outlook to negative and confirmed its current ratings including
its Caa3 Corporate Family and Caa3/LD Probability of Default
ratings.  In addition, Moody's intends to withdraw all of RPG's
ratings given the lack of financial or operational information
provided by the company since the company's payment default on its
second lien debt in June 2008.  Moody's outlook is negative given
the uncertainty regarding ultimate recovery values for the
company's outstanding debt.

Recovery is dependent on which of several potential outcomes
occur, including: a transaction with an acquirer, an equity
injection from the sponsor, Monitor Clipper, a balance sheet
restructuring or liquidation.  Should a successful transaction be
consummated, recovery values could increase from those reflected
in the company's existing ratings, however, in Moody's view,
without an acquirer, recovery values are expected to be relatively
low.  This concludes the review direction uncertain initiated
May 7, 2008.

Ratings confirmed:

  -- Caa3 Corporate family rating;

  -- Caa3/LD Probability-of-default rating;

  -- $20 million first lien senior secured revolving credit
     facility due 2010, to Caa2 (LGD2, 29%);

  -- $109 million first lien senior secured term loan due 2011, to
     Caa2 (LGD2, 29%); and

  -- $80 million second lien senior secured term loan due 2012, to
     Ca (LGD5, 83%).

The rating outlook is negative.

Recycled Paper Greetings, Inc., based in Chicago, Illinois,
designs, manufactures, and distributes greetings cards and social
expression products throughout the U.S. and Canada.  RPG is the
third largest greeting card company in North America.  Moody's
latest rating action was to lower the CFR to Caa3, the PDR to
Caa3/LD and leave the ratings under review direction uncertain.


RED OAKS: Court Converts Case to Chapter 7; Trustee Appointed
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware converted
River Oaks Holdings, Inc., and River Oaks Medical Center, L.P.'s
Chapter 11 cases to cases underChapter 7 of the Bankruptcy Code.

Jeoffrey L. Burtch, Esq., at Cooch and Taylor, was appointed as
interim Chapter 7 trustee.

Based in Houston, River Oaks Medical Center owns and operates a
hospital.  The company and River Oaks Holdings, Inc. filed
separate Chapter 11 petitions on July 2, 2008, and June 23, 2008,
respectively (Bankr. D. Del. Lead Case No. 08-11354).  Derek C.
Abbott, Esq., at Morris Nichols Arsht & Tunnell, represents the
Debtors as counsel.  When River Oaks Medical Center filed for
protection from its creditors, it listed assets of between
$50,000,000 and $100,000,000, and debts of between $10,000,000 and
$50,000,000.


RICHARD AREA: Case Summary & Five Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Richard Leroy Area
        5521 W. Hollilynn Drive
        Boise, ID 83709

Bankruptcy Case No.: 08-02711

Chapter 11 Petition Date: November 28, 2008

Court: District of Idaho (Boise)

Judge: Jim D. Pappas

Debtor's Counsel: D. Blair Clark, Esq.
                  dbc@dbclarklaw.com
                  1513 Tyrell Lane, Suite 130
                  Boise, ID 83706
                  Tel: (208) 475-2050
                  Fax : (208) 475-2055

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A list of the Debtor's largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/idb08-02711.pdf


RIDER AUTO: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Rider Auto, Inc.
        1703 W. College Avenue
        State College, PA 16801

Bankruptcy Case No.: 08-04493

Chapter 11 Petition Date: December 1, 2008

Court: Middle District of Pennsylvania (Harrisburg)

Judge: John J. Thomas

Debtor's Counsel: Robert E. Chernicoff, Esq.
                  rec@cclawpc.com
                  Cunningham and Chernicoff PC
                  2320 North Second Street
                  Harrisburg, PA 17110
                  Tel: (717) 238-6570
                  Fax: (717) 238-4809

Estimated Assets: $1,000,000 to $10,000,000

Estimated Debts: $1,000,000 to $10,000,000

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

The petition was signed by Charles Rider, II, president of the
company.


ROADWAY LLC: S&P Cuts Corporate Credit Rating to 'CC' From 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on YRC Worldwide Inc. and subsidiary Roadway LLC to 'CC'
from 'B'.  At the same time, S&P lowered the corporate credit
ratings on subsidiaries Yellow Freight System Inc. and Yellow
Corp. to 'C' from 'CCC+' and lowered the ratings on selected
subsidiaries' senior unsecured debt issues to 'C' from 'CCC+'.
All ratings have been placed on CreditWatch with negative
implications.

These actions follow the Overland Park, Kansas-based trucking
company's announcement that it is commencing a tender offer to
purchase its 5% and 3.375% contingent convertible senior notes due
2023 and its 8.5% senior notes due 2010 at substantial discounts
for up to $100 million in cash.  Under its criteria, S&P view a
formal cash tender offer or exchange offer at a discount by a
company under substantial financial pressure as a distressed debt
exchange and tantamount to a default.  S&P will lower its
corporate credit rating on YRC to 'SD' (selective default) and
lower its ratings on issues repurchased under the tender offer to
'D' (default) upon completion of the offer.  S&P will then,
shortly thereafter, assign a new corporate credit rating,
representative of the default risk, post-financial-restructuring.

"Our downgrade does not reflect a perceived increase in YRC's
bankruptcy risk.  Indeed, the tender offer, if successful, will
reduce debt and generate a book gain that will decrease the risk
of a bank covenant default, YRC's greatest near-term credit risk,"
said S&P's credit analyst Anita Ogbara.  "Rather, our downgrade is
based on the fact that YRC is under financial pressure to achieve
that improvement by retiring debt for less than originally
contracted terms."  Similarly, investors' potential willingness to
accept a substantial discount to contractual terms provides
evidence that they have significant doubts about receiving full
payment on obligations that are coming due (or are available to be
put back to the company) less than two years in the future.

YRC is using proceeds previously borrowed under its credit
facility to fund the tender offer.  The tender offer is scheduled
to expire on Dec. 23, 2008.  YRC expects to purchase at least $230
million principal amount of notes resulting in a total debt
reduction of at least $130 million.  The gain on extinguishment of
debt will be included in the company's EBITDA calculation
under the debt-to-EBITDA leverage ratio in the company's credit
agreement.

It is S&P's preliminary expectation that, in the event the tender
offer succeeds and recently proposed wage concessions are approved
by the Teamsters, S&P's new corporate credit rating on YRC will be
no less than 'B' and possibly slightly higher following completion
of the transaction.  S&P recognizes that the new capital structure
should substantially reduce YRC's debt maturities over the next
few years, in addition to meaningfully lowering the company's
outstanding debt.


RONALD C. AKERS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Ronald C. Akers
        and Daphne B. Akers
        27 Fairway Drive
        Southern Shores, NC 27949

Bankruptcy Case No.: 08-08657

Chapter 11 Petition Date: December 4, 2008

Court: Eastern District of North Carolina (Wilson)

Debtor's Counsel: David J. Haidt, Esq.
                  davidhaidt@embarqmail.com
                  Ayers, Haidt & Trabucco, P.A.
                  P.O. Box 1544
                  New Bern, NC 28563
                  Tel: (252) 638-2955
                  Fax: (252) 638-3293

Estimated Assets: $1,000,000 to $10,000,000

Estimated Debts: $1,000,000 to $10,000,000

A list of the Debtor's largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/nceb08-08657.pdf

The petition was signed by Ronald C. Akers, debtor and Daphne B.
Akers, joint debtor.


RUDY RENDEROS: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Rudy W. Renderos
        27 Oliver Street, Apt. 3
        Everett, MA 02149

Bankruptcy Case No.: 08-19080

Chapter 11 Petition Date: November 26, 2008

Court: District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: Herbert Weinberg, Esq.
                  hweinberg@jrhwlaw.com
                  Patrick Martin, Esq.
                  pmartin@jrhwlaw.com
                  Rosenberg & Weinberg,
                  805 Turnpike St., Suite. 201
                  North Andover, MA 01845
                  Tel: (978) 683-2479
                  Fax: (978) 682-3041

Total Assets: $881,780

Total Debts: $1,328,917

A list of the Debtor's largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/massb08-19080.pdf


RYERSON INC: Moody's Junks Ratings on Notes due 2014 & 2015
-----------------------------------------------------------
Moody's Investors Service lowered the debt ratings of Ryerson Inc.
Ryerson's corporate family rating was downgraded to B3 from B1,
and the ratings of its senior secured floating rate notes due 2014
and 12% notes due 2015 were lowered to Caa1 from B2.  Ryerson's
speculative grade liquidity rating was also lowered, to SGL-3 from
SGL-2.  The rating outlook is stable.

The downgrades reflect the below-expectations performance of
Ryerson over the last year, combined with Moody's expectation of
reduced profitability in 2009 as a result of the significant
decline in U.S. industrial and construction activity, which will
negatively impact Ryerson's shipments and average selling prices.
Platinum Equity acquired Ryerson in October 2007, at which time it
had approximately $1.31 billion of debt.  Since then, it has been
unable to materially reduce debt due to working capital investment
brought about by steeply rising metal prices in the first half of
2008, leaving debt at $1.24 billion at September 30, 2008.
Moody's expects that the reversal of metal prices, and lower
demand, will free up cash from liquidation of working capital and
allow Ryerson to reduce debt to below $1 billion in early 2009.
However, once demand and prices stabilize -- at considerably lower
levels than in the first half of 2008 -- Moody's expects the
company's cash flow will be close to breakeven, EBITDA will
approximate interest, and debt to EBITDA will be in the 7x-9x
range.  These conditions are more suggestive of a low single-B
rating.

The downgrade of Ryerson's speculative grade liquidity rating, to
SGL-3 from SGL-2, is consistent with Moody's expectation of
breakeven cash flow in the medium-term, i.e., once metal markets
stabilize.  Fortunately for Ryerson, in the near-term Moody's
expect it will have relatively strong cash flow and liquidity as a
result of its countercyclical working capital pattern.
Furthermore, its asset-based revolver should provide adequate
liquidity over the next year.

These ratings were affected by Moody's actions:

  -- Corporate family rating: lowered to B3 from B1

  -- Senior secured floating rate notes due 2014: lowered to Caa1
     (LGD4, 69%) from B2

  -- Senior secured fixed rate notes due 2015: lowered to Caa1
     (LGD4, 69%) from B2

  -- Speculative grade liquidity rating: lowered to SGL-3 from
     SGL-2

Moody's previous rating action for Ryerson was on September 27,
2007, when the B1 CFR and B2 senior unsecured ratings were
assigned to the company in anticipation of its acquisition by
Platinum Equity.

Ryerson's ratings have been assigned by evaluating factors that
Moody's believe are relevant to the company's risk profile, such
as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. These attributes were compared against other
issuers both within and outside Ryerson's core industry; Ryerson's
ratings are believed to be comparable to those of other issuers
with similar credit risk.

Ryerson, headquartered in Chicago, is the second largest metals
service center in North America, with over 100 locations in the
U.S. and Canada, and joint ventures in India and China.  For the
12 months ended September 30, 2007, it had net sales of $5.5
billion.


SBARRO INC: S&P Junks Ratings on Revolving & Term Loans
-------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Melville, New York-based Sbarro Inc. to 'CCC'
from 'CCC+'.  The outlook is negative.

Concurrently, S&P lowered the ratings on the company's $25 million
revolving facility and $183 million first-lien term loan to 'CCC'
from 'B-'.  S&P also revised the recovery ratings on these
facilities to '4' from '2'.  The '4' recovery rating indicates
expectations of average (30%-50%) recovery of principal in the
event of default.  In addition, S&P lowered the ratings on the
$150 million senior notes to 'CC' from 'CCC-' and kept the
recovery rating of '6' on this debt issue unchanged.  The '6'
recovery rating indicates expectations of negligible (0%-10%)
recovery of principal in the event of default.

"The downgrade reflects," said S&P's credit analyst Mariola
Borysiak, "our expectation that Sbarro will breach its leverage
covenant under the senior secured credit facilities when it
becomes more restrictive at the end of the fourth quarter ending
Dec. 31, 2008."


SEARS HOLDINGS: S&P Cuts Corp. Credit Rating to BB-; Outlook Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings on
Hoffman Estates, Illinois-based Sears Holdings Corp. and related
entities.  Affected ratings include: Sears' corporate credit
rating lowered to 'BB-' from 'BB' and its bank loan rating lowered
to 'BB+' from 'BBB-' (the '1' recovery rating on the loan is
unchanged).  The ratings on Sears Roebuck Acceptance Corp. and
Sears DC Corp. (both senior unsecured) and Sears Canada Inc.
(senior secured) lowered to 'BB-' from 'BB' (the '3' recovery
rating on the debt of all three subsidiaries is unchanged); and
the short-term and commercial paper ratings on Sears Roebuck
Acceptance Corp. remain at 'B-2'.  The outlook on Sears is
negative.

"The downgrade reflects a continued deterioration in Sears'
operating performance in the third quarter," said S&P's credit
analyst Ana Lai, "and our expectation that sales and earnings will
remain under pressure in the important fourth quarter and into
2009 given the current difficult economic environment."  Another
factor is a revision in S&P's analysis of the company's overall
business risk profile.


SEARS ROEBUCK: S&P Downgrades Rating to Corp. Credit Rating 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings on
Hoffman Estates, Illinois-based Sears Holdings Corp. and related
entities.  Affected ratings include: Sears' corporate credit
rating lowered to 'BB-' from 'BB' and its bank loan rating lowered
to 'BB+' from 'BBB-' (the '1' recovery rating on the loan is
unchanged).  The ratings on Sears Roebuck Acceptance Corp. and
Sears DC Corp. (both senior unsecured) and Sears Canada Inc.
(senior secured) lowered to 'BB-' from 'BB' (the '3' recovery
rating on the debt of all three subsidiaries is unchanged); and
the short-term and commercial paper ratings on Sears Roebuck
Acceptance Corp. remain at 'B-2'.  The outlook on Sears is
negative.

"The downgrade reflects a continued deterioration in Sears'
operating performance in the third quarter," said S&P's credit
analyst Ana Lai, "and our expectation that sales and earnings will
remain under pressure in the important fourth quarter and into
2009 given the current difficult economic environment."  Another
factor is a revision in S&P's analysis of the company's overall
business risk profile.


SEARS DC: S&P Downgrades Rating to 'BB-' From 'BB'
--------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings on
Hoffman Estates, Illinois-based Sears Holdings Corp. and related
entities.  Affected ratings include: Sears' corporate credit
rating lowered to 'BB-' from 'BB' and its bank loan rating lowered
to 'BB+' from 'BBB-' (the '1' recovery rating on the loan is
unchanged).  The ratings on Sears Roebuck Acceptance Corp. and
Sears DC Corp. (both senior unsecured) and Sears Canada Inc.
(senior secured) lowered to 'BB-' from 'BB' (the '3' recovery
rating on the debt of all three subsidiaries is unchanged); and
the short-term and commercial paper ratings on Sears Roebuck
Acceptance Corp. remain at 'B-2'.  The outlook on Sears is
negative.

"The downgrade reflects a continued deterioration in Sears'
operating performance in the third quarter," said S&P's credit
analyst Ana Lai, "and our expectation that sales and earnings will
remain under pressure in the important fourth quarter and into
2009 given the current difficult economic environment."  Another
factor is a revision in S&P's analysis of the company's overall
business risk profile.


SEARS CANADA: S&P Downgrades Rating to 'BB-'
--------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings on
Hoffman Estates, Illinois-based Sears Holdings Corp. and related
entities.  Affected ratings include: Sears' corporate credit
rating lowered to 'BB-' from 'BB' and its bank loan rating lowered
to 'BB+' from 'BBB-' (the '1' recovery rating on the loan is
unchanged).  The ratings on Sears Roebuck Acceptance Corp. and
Sears DC Corp. (both senior unsecured) and Sears Canada Inc.
(senior secured) lowered to 'BB-' from 'BB' (the '3' recovery
rating on the debt of all three subsidiaries is unchanged); and
the short-term and commercial paper ratings on Sears Roebuck
Acceptance Corp. remain at 'B-2'.  The outlook on Sears is
negative.

"The downgrade reflects a continued deterioration in Sears'
operating performance in the third quarter," said S&P's credit
analyst Ana Lai, "and our expectation that sales and earnings will
remain under pressure in the important fourth quarter and into
2009 given the current difficult economic environment."  Another
factor is a revision in S&P's analysis of the company's overall
business risk profile.


SECURITY NATIONAL: S&P Junks Rating on Class B-1 Certificates
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on classes
M-2 and B-1 from Security National Mortgage Loan Trust 2005-2.
S&P downgraded class M-2 to 'BB' from 'A', and S&P downgraded
class B-1 to 'CCC' from 'BBB'.  Concurrently, S&P affirmed its
ratings on four other classes from the same transaction.

The downgrades reflect credit support erosion to the affected
classes as monthly net losses significantly outpaced monthly
excess interest.  As a result, overcollateralization is currently
2.08% of the original pool balance, which is approximately 50%
below its target of 4.17%.  Over the past six months, losses
averaged over $700,000 per month, while excess interest averaged
less than $100,000 per month.  As of the Oct. 25, 2008,
distribution date, the transaction had cumulative realized losses
totaling 4.04% of the original pool balance, while total
delinquencies and severe delinquencies (90-plus days,
foreclosures, and real estate owned) were roughly 44% and 30% of
the current pool balance, respectively.  The transaction is 36
months seasoned, and roughly 49% of the original pool balance
remains.

The affirmations reflect adequate credit support to maintain the
ratings at their current levels.

Subordination, overcollateralization, and excess interest provide
credit support for this transaction.  The collateral originally
consisted primarily of conventional, first- and second-lien,
adjustable- and fixed-rate, fully amortizing and balloon
residential, multifamily, and commercial mortgage loans
secured by deeds of trust, installment contracts, or other
security instruments.

                         Ratings Lowered

           Security National Mortgage Loan Trust 2005-2
             Mortgage loan asset-backed certificates

                                  Rating
                                  ------
                    Class      To        From
                    -----      --        ----
                    M-2        BB        A
                    B-1        CCC       BBB

                        Ratings Affirmed

           Security National Mortgage Loan Trust 2005-2
             Mortgage loan asset-backed certificates

                     Class            Rating
                     -----            ------
                     A-2, A-3, A-4    AAA
                     M-1              AA


SEMINOLE HARD: Moody's Affirms 'B1' Ratings; Outlook Negative
-------------------------------------------------------------
Moody's Investors Service changed Seminole Hard Rock Entertainment
Inc.'s rating outlook to negative from stable.  At the same time,
Moody's affirmed the company's B1 Corporate Family Rating, B1
Probability of Default Rating, and B1 senior secured debt ratings.

The outlook change to negative considers the recent deterioration
in traffic patterns at the company's restaurants, and its exposure
to the slowdown in consumer spending on casual dining.  The
negative outlook also takes into consideration HRE's leverage
(Moody's adjusted debt/EBITDA of 6.5 times for the LTM period
ending September 30, 2008), which remains significant and is
higher than originally anticipated due to slower than expected
growth in EBITDA.  As the slowdown in consumer spending is
expected to continue into 2009, leverage could increase further if
EBITDA were to deteriorate.

HRE's ratings continue to reflect its modest scale and relatively
undiversified business mix.  Approximately 90% of revenues and 65%
of EBITDA currently come from a single concept, its company-owned
cafes.  At the same time, the ratings consider HRE's favorable
brand recognition and the potential growth from fees coming from
casinos branded with the Hard Rock name.  Also, although its debt
is non-recourse to HRE's parent, the Seminole Tribe of Florida,
some positive ratings consideration is given to the Seminole
Tribe's financial strength (Baa3/Stable).  Given the strategic
nature of HRE to the Seminole Tribe's own operations, there is the
possibility that the Seminole Tribe could provide some measure of
financial support to HRE in a distressed situation.

These ratings were affirmed:

  -- Corporate Family Rating at B1

  -- Probability of Default Rating at B1

  -- $25 million senior secured revolver at B1 (LGD 3, 48%)

  -- $525 million senior secured notes due 2014 at B1 (LGD 3, 48%)

Moody's previous rating action for HRE occurred on February 13,
2007 when an initial B1 Corporate Family Rating as well as other
ratings were assigned to the company.

Seminole Hard Rock Entertainment, Inc., is an owner-operator and
franchisor of Hard Rock cafes, hotels and casinos throughout the
world.  The company is a wholly-owned subsidiary of the Seminole
Tribe of Florida and generates annual revenues of approximately
$560 million.


SHAWN BOULET: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtors: Shawn Boulet
         Semoy Boulet
         37 Summer Place
         Portland, ME 04103

Case No.: 08-21417

Petition Date: December 1, 2008

Court: U.S. Bankruptcy Court
       Maine (Portland)

Judge: James B. Haines Jr.

Debtors' Counsel: James F. Molleur, Esq.
                  Molleur Law Office
                  419 Alfred Street
                  Biddeford, ME 04005
                  Tel: (207) 283-3777
                  Fax: (207) 283-4558
                  Email: jim@molleurlaw.com

Total Assets: $1,259,800

Total Debts:  $2,156,959

A list of the Debtor's 20 largest unsecured creditors is available
for free at:

         http://bankrupt.com/misc/meb08-21417.pdf


SJ LAND: Taps Winthop Couchot as General Insolvency Counsel
-----------------------------------------------------------
SJ Land, LLC, asks the U.S. Bankruptcy Court for the Central
District of California for authority to employ Winthrop Couchot
Professional Corporation as its general insolvency counsel.

As the Debtor's general insolvency counsel, Winthrop Couchot will,
among others, advise the Debtor concerning the requirements of the
Bankruptcy Court, the Federals Rules of Bankruptcy Procedure and
the Local Bankruptcy Rules, represent the Debtor in any
proceedings or hearings in this Court and in any proceedings in
any other court where the Debtor's rights under the Bankruptcy
Code may be litigated or affected, and take such other action and
perform such other services as the Debtor may require in
connection with its Chapter 11 case.

The firm tells the Court that it received the amount of $50,000
from Mountain Resort Properties, an affiliate of the Debtor, as
payment for the Debtor and an affiliate's then outstanding
obligations and to fund a retainer for the firm's representation
of the Debtor in its Chapter 11 case.  As of the Petition Date,
the firm was owed the amount of approximately $31,394 for services
that the firm had rendered to the Debtor and its affiliate.  After
application of the $50,000 payment, the amount of approximately
$18,606 was left to fund the Retainer.

Robert E. Opera, Esq., a shareholder at Winthrop Couchot, assures
the Court that the firm does not have any interest adverse to the
Debtor or its estate, and that the firm is a "disintersted person"
as that term is defined under Sec. 101(14) of th eBankruptcy Code.

As compensation for their services, Winthrop Couchot's
professionals bill:

                                   Hourly Rate
                                   -----------
     Robert E. Opera, Esq.            $595
     Sean A. Okeefe, Esq.             $575
     Paul J. Couchot, Esq.            $575
     Richard H. Golubow, Esq.         $425
     Peter W. Lianides Esq.           $425
     Charles Liu, Esq.                $395
     Kavita Gupta, Esq.               $325
     Lindy Herman, Esq.               $225
     P.J. Marksbury, Legal Asst.      $195
     Legal Assistant Associates        $95

Headquartered in San Jacinto, California, SJ Land, LLC, filed for
Chapter 11 relief on Oct. 20, 2008 (Bankr. C.D. Calif. Case
No. 08-24398).  The company is the developer of an approximately
512-acre tract of real property located in San Jacinto, Riverside
County, California.  The company was forced to file for bankruptcy
protection after efforts to restructure its obligations with John
A. Spyksma and Yanita J. Spyksma and Spyksma Properties, LP, and
Chad Spyksma, failed.  The D ebtor acquired its interests in the
property from the Spyksmas. When the Debtor filed for protection
from its creditors, it listed assets and debts between $50 million
and $100 million each.


SJ LAND: Files Schedules of Assets and Liabilities
--------------------------------------------------
SJ Land, LLC, filed with the U.S. Bankruptcy Court for the Central
District of California, its schedules of assets and liabilities,
disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------            -----------     ------------
  A. Real Property
  B. Personal Property           $82,824,999
  C. Property Claimed as
     Exempt
  D. Creditors Holding                             $6,989,037
     Secured Claims
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding                            $23,786,427
     Unsecured Non-priority
     Claims
                                 -----------      -----------
TOTAL                            $82,824,999      $30,775,465

Headquartered in San Jacinto, California, SJ Land, LLC, filed for
Chapter 11 relief on Oct. 20, 2008 (Bankr. C.D. Calif. Case
No. 08-24398).  The company is the developer of an approximately
512-acre tract of real property located in San Jacinto, Riverside
County, California.  The company was forced to file for bankruptcy
protection after efforts to restructure its obligations with John
A. Spyksma and Yanita J. Spyksma and Spyksma Properties, LP, and
Chad Spyksma, failed.  The Debtor acquired its interests in the
property from the Spyksmas.


SMART & FINAL: S&P Assigns 'B+' Issue Rating on Healthy Sales
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'B+' issue
rating and '1' recovery rating to Smart & Final Stores LLC's
existing $150 million asset-based revolving credit facility,
reflecting S&P's expectations for very high recovery in the event
of a payment default.  S&P affirmed all the other ratings on the
Commerce, California-based company's debt, including the 'B-'
corporate credit rating on its parent, Smart & Final Holdings
Corp.  The outlook is stable.

"Despite the particularly weak housing market in California and
overall softness in economy," said S&P's credit analyst Ana Lai,
"the company's sales trends remain healthy, with growth in
customer visits as consumers trade down to discounters."


STATE STREET: Will Lay Off 6% of Workforce to Cut Costs
-------------------------------------------------------
State Street Corporation will lay off about 6% of its global
workforce.

The reductions of approximately 1,600 to 1,800 positions will
occur principally between now and the end of the first quarter of
2009.

State Street said on Dec. 3, 2008, that the move is aimed at
reducing its operating costs and supporting its long-term growth
while aligning the organization to meet the challenges and
opportunities presented by the current market environment.

State Street expects its total costs for the plan to be
approximately $325 million to $350 million, of which approximately
$295 million to $315 million are expected to relate to severance
and benefit costs.  In connection with the reduction and other
cost reduction initiatives, State Street expects to record total
pre-tax charges of approximately $325 million to $350 million, or
$0.51 to $0.55 per share after-tax.

The layoffs will result in annual savings of as much as
$400 million, Svea Herbst-Bayliss at Reuters reports, citing State
Street.

The layoffs will affect middle- and upper-managers will be
targeted, the Boston Business Journal relates, citing State
Street.  Reuters states that State Street will reduce its staff by
consolidating middle and senior management ranks.

According to Boston Business, 50% of State Street's 29,000 global
workforce is in Massachusetts.

State Street Chairperson and CEO Ronald E. Logue said in a
statement, "It is important for State Street to continue to
deliver consistent earnings growth, particularly during this
difficult environment.  Taking this action increases our ability
to do so."

Reuters relates that State Street has allotted about $450 million
before taxes this quarter if it decides to assist some funds
managed at its State Stet Global Advisors unit.

Reuters reports that State Street's Investors have been concerned
about unrealized losses that the company has in its off-balance
sheet commercial paper, or conduit program.

                     About State Street Corp.

Headquartered in Boston, Massachusetts, State Street Corporation
(NYSE: STT) -- http://www.statestreet.com/-- provides financial
services to institutional investors including investment
servicing, investment management and investment research and
trading.  With $14.900 trillion in assets under custody and
$1.955 trillion in assets under management at March 31, 2008,
State Street operates in 26 countries and more than 100 geographic
markets and employs 27,875 worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 7, 2008,
Fitch Ratings revised the Rating Outlook on State Street
Corporation to negative from stable and has downgraded the bank's
individual rating to 'B' from 'A/B.'


STATE STREET: Workforce Reduction Has No Impact on Fitch Ratings
----------------------------------------------------------------
State Street Corporation said it will reduce its global workforce
by 1,600 to 1,800 positions to align its expense base with
expected future revenues in a challenging economic environment.
Management estimates the charge to be $325 million to $350 million
against 4Q08 earnings, and it will consist of severance, benefits
and other costs.  The reduction in force will generate between
$375 million and $400 million of annual cost saves.

While State Street and its affiliates remain challenged by a
difficult economic environment, the current charge does not impact
the company's ratings.  The Rating Outlook remains Negative,
reflecting various business pressures facing the company.
State Street's core businesses continue to perform well.
Management expects 2008 operating results (excluding one time
charges such as the workforce related charge referenced above) to
achieve targets for operating earnings and revenue growth, and for
operating return on equity.

The primary source of ratings pressure continues to be market
value depreciation in State Street's investment portfolio as well
as in asset-backed commercial paper conduits administered by the
company.  Portfolio depreciation could result in significant
charges against earnings if State Street's management determines
that impairment levels are other than temporary in its large
investment portfolio.  Asset depreciation in the ABCP conduits
could result in earnings charges if State Street is required to
consolidate these conduits onto its own balance sheet at some
future point.

Management has raised capital to deal with both possibilities.
State Street raised approximately $2.8 billion in common equity in
June 2008, and also issued $2 billion of preferred stock to the
U.S. Treasury under the Capital Purchase Program.  Fitch believes
the amount of capital raised is sufficient to leave State Street
well capitalized with an appropriate cushion at the levels of
impairment and consolidation charges likely given current
depreciation levels.  The Negative Rating Outlook reflects in part
the potential that market depreciation could potentially widen
further, making it necessary for State Street to raise additional
capital in a challenging capital market environment.

The Negative Outlook also reflects various business pressures
facing State Street.  State Street established a reserve in 4Q07
to address possible client litigation and client disputes
regarding severe underperformance in an actively managed fixed
income and stable value funds.  Management has also indicated that
it will incur another significant charge in 4Q08 to support its
stable value fund.  These charges are considered manageable in the
context of current ratings.  However, the Negative Outlook
considers the potential for further such events in the current
turbulent current market environment.


STAYTON SW: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Stayton SW Assisted Living, L.L.C.
        dba Lakeside Assisted Living Community
        c/o J. Wallace Gutzler
        P.O. Box 3006
        Salem, OR 97302-0006

Bankruptcy Case No.: 08-36637

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Nashville Senior Living, LLC                       08-07254

Anderson Senior Living Property, LLC               08-07255

Charlotte Oakdale Property, LLC                    08-07256

Greensboro Oakdale Property, LLC                   08-07257

Mt. Pleasant Oakdale I Property, LLC               08-07258

Mt. Pleasant Oakdale II Property, LLC              08-07259

Pinehurst Oakdale Property, LLC                    08-07260

Winston-Salem Oakdale Property, LLC                08-07261

Century Fields Retirement and Assisted Living      08-07338
Community, LLC

Briarwood Retirement and Assisted Living           08-07339

Portland Senior Living, LLC                        08-36630

Chapter 11 Petition Date: December 1, 2008

Court: District of Oregon

Judge: Trish M. Brown

Debtor's Counsel: Albert N. Kennedy, Esq.
                  al.kennedy@tonkon.com
                  Leon Simson
                  leon.simson@tonkon.com
                  Timothy J. Conway
                  tim.conway@tonkon.com
                  888 S.W. 5th Ave., #1600
                  Portland, OR 97204
                  Tel: (503) 802-2013

Estimated Assets: $1,000,000 to $10,000,000

Estimated Debts: $1,000,000 to $10,000,000

A list of the Debtor's largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/orb08-36637.pdf

The petition was signed by Jon M. Harder, manager of the company.


TECHSUN BUILDERS: Case Summary & Two Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Techsun Builders, LLC
        1102 Taft
        Houston, TX 77019

Bankruptcy Case No.: 08-37732

Chapter 11 Petition Date: December 1, 2008

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Peter Johnson, Esq.
                  pjlawecf@pjlaw.com
                  Law Offices of Peter Johnson
                  Suite 2820, Eleven Greenway Plaza
                  Houston, TX 77046
                  Tel: (713) 961-1200
                  Fax: (713) 961-0941

Estimated Assets: $1,000,000 to $10,000,000

Estimated Debts: $1,000,000 to $10,000,000

A list of the Debtor's largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/txsb08-37732.pdf

The petition was signed by Rahim Dayani, manager of the company.


TITLE INSURANCE: S&P Withdraws 'BB-' Ratings After Merger
---------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
counterparty credit and financial strength ratings on Lawyers
Title Insurance Corp. and Commonwealth Land Title Insurance Co. to
'R' from 'BB-'.

S&P also said that it withdrew its 'BB-' ratings on Land Title
Insurance Co., Title Insurance Co. of America, Transnation Title
Insurance Co., and Transnation Title Insurance Co. of New York.
These entities were merged into other, larger title insurance
subsidiaries.  (S&P never assigned a rating to United Capital
Title Insurance Co., a key member of LandAmerica.)

S&P revised the ratings on Lawyers and Commonwealth to 'R'
following the Nebraska Department of Insurance's filing of orders
of rehabilitation for these companies.  Lawyers and Commonwealth
are title insurance subsidiaries of LandAmerica Financial Group
Inc., which filed for bankruptcy protection on Nov. 26, 2008.  It
is S&P's policy to revise the ratings on an insurer to 'R' anytime
an insurer is placed under regulatory supervision.  NEDOI's
actions have no impact on S&P's 'BB-' ratings on LandAmerica New
Jersey Title Insurance Co., which remain on CreditWatch
developing.

Despite the orders of rehabilitation, S&P's views Fidelity
National Financial Inc.'s planned acquisition of LFG's title
insurance operations (LandAmerica) -- including Lawyers and
Commonwealth -- as a positive for LandAmerica.  Applying FNF's
historically effective strategy for managing mortgage cycles
should improve LandAmerica's profitability.  FNF believes
combining the operations will lead to significant cost savings for
the consolidated entity.  FNF should also benefit from
LandAmerica's strong presence in the commercial title insurance
industry.

"If the merger is completed, S&P would likely assign ratings to
all of the LandAmerica operating companies, including Lawyers and
Commonwealth," said S&P's credit analyst James Brender.  "However,
it is unlikely that S&P would align the ratings on these entities
with those on FNF's title insurance subsidiaries unless the group
provides additional explicit support to LandAmerica."  S&P
generally does not view recently acquired companies as core
subsidiaries, but S&P could come to consider them core if they are
fully integrated into the group's strategy and operations.  S&P
would likely downgrade LandAmerica's subsidiaries (except Lawyers
and Commonwealth) if the merger is not completed.


TRANSNATION TITLE: S&P Withdraws 'BB-' Ratings After Merger
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
counterparty credit and financial strength ratings on Lawyers
Title Insurance Corp. and Commonwealth Land Title Insurance Co. to
'R' from 'BB-'.

S&P also said that it withdrew its 'BB-' ratings on Land Title
Insurance Co., Title Insurance Co. of America, Transnation Title
Insurance Co., and Transnation Title Insurance Co. of New York.
These entities were merged into other, larger title insurance
subsidiaries.  (S&P never assigned a rating to United Capital
Title Insurance Co., a key member of LandAmerica.)

S&P revised the ratings on Lawyers and Commonwealth to 'R'
following the Nebraska Department of Insurance's filing of orders
of rehabilitation for these companies.  Lawyers and Commonwealth
are title insurance subsidiaries of LandAmerica Financial Group
Inc., which filed for bankruptcy protection on Nov. 26, 2008.  It
is S&P's policy to revise the ratings on an insurer to 'R' anytime
an insurer is placed under regulatory supervision.  NEDOI's
actions have no impact on S&P's 'BB-' ratings on LandAmerica New
Jersey Title Insurance Co., which remain on CreditWatch
developing.

Despite the orders of rehabilitation, S&P's views Fidelity
National Financial Inc.'s planned acquisition of LFG's title
insurance operations (LandAmerica) -- including Lawyers and
Commonwealth -- as a positive for LandAmerica.  Applying FNF's
historically effective strategy for managing mortgage cycles
should improve LandAmerica's profitability.  FNF believes
combining the operations will lead to significant cost savings for
the consolidated entity.  FNF should also benefit from
LandAmerica's strong presence in the commercial title insurance
industry.

"If the merger is completed, S&P would likely assign ratings to
all of the LandAmerica operating companies, including Lawyers and
Commonwealth," said S&P's credit analyst James Brender.  "However,
it is unlikely that S&P would align the ratings on these entities
with those on FNF's title insurance subsidiaries unless the group
provides additional explicit support to LandAmerica."  S&P
generally does not view recently acquired companies as core
subsidiaries, but S&P could come to consider them core if they are
fully integrated into the group's strategy and operations.  S&P
would likely downgrade LandAmerica's subsidiaries (except Lawyers
and Commonwealth) if the merger is not completed.


TRIBUNE CO: Weighs Chapter 11, Taps Lazard & Sidley Austin
----------------------------------------------------------
Tribune Co. has hired Lazard Ltd. and Sidley Austin as its
bankruptcy advisers, The New York Times reports, citing people
familiar with the matter.

The NY Times relates that Tribune hired Lazard several weeks ago
to assess its options.  Sidley Austin, says the report, has been
Tribune's outside adviser and has a well-respected bankruptcy
practice.

According to The NY Times, Tribune has been shackled with debt
related to the company's privatization in 2007, which has been
made worse by the continuing decline in advertising for
newspapers.  The report says that Tribune is now considering
filing for bankruptcy.  Dennis K. Berman, Shira Ovide, and Matthew
Karnitschnig at The Wall Street Journal state that Tribune real-
estate mogul Sam Zell led a debt-backed deal to take the company
private in December 2007.

The NY Times relates that Tribune has laid off some employees at
its papers -- The Chicago Tribune, The Los Angeles Times, and The
Baltimore Sun -- and sold off Newsday to Cablevision's Dolan
family earlier this year.  According to the report, Tribune has
sold off assets, including Chicago Cubs.  WSJ reports that Tribune
has stayed ahead of its $12 billion in loans with the help of
asset sales.  WSJ says that Tribune's cash flow may not be
sufficient to cover almost $1 billion in interest payments this
year, and Tribune owes a $512 million debt payment in June.

Citing people familiar with the matter, WSJ reports that Tribune
is continuing talks with its lenders to rework its debt load.

Should a bankruptcy filing take place, the company will likely
file in Chicago, Illinois or Wilmington, Delaware.  The company's
headquarters are in Chicago, with a landmark presence on the
Magnificent Mile, and the company is incorporated in Delaware.

Tribune Co. and its subsidiaries have assets of $7,604,195,000 and
debts of $13,901,777,000 as of Sept. 28, 2008.

Tribune Co.'s has $69,550,000 of 5.67% Medium-Term Series E Senior
Secured Notes due and payable on Mon., Dec. 8.  The Prospectus
says that the company's failure to pay the principal on Monday
constitutes an immediate event of default.

In February and October 28, the company had refinanced $25 million
and $168 million of its medium-term notes from its $263 million
Delayed Draw Senior Tranche B Term Loan Facility.  The company
previously said in its Nov. 10 third quarter report on Form-10
that it intends to use from a "delayed draw facility" to refinance
the remaining $70 million of its medium-term notes as they mature
during 2008.

As reported in the Troubled Company Reporter on Aug. 27, 2008,
Fitch Ratings downgraded Tribune Company's Issuer Default Rating
to 'CCC' from 'B-'; senior guaranteed revolving credit facility to
'CCC/RR4' from 'B/RR3'; senior guaranteed term loan to 'CCC/RR4'
from 'B/RR3'; senior unsecured bridge loan to 'CC/RR6' from
'CCC/RR6'; senior unsecured notes to 'CC/RR6' from 'CCC/RR6'; and
subordinated exchangeable debentures due 2029 to 'CC/RR6' from
'CCC-/RR6'.  Fitch said that about $13.4 billion of debt is
affected by this action and that the rating outlook is negative.


TWEETER OPCO: Court to Convert Case to Chapter 7 Liquidation
------------------------------------------------------------
Tweeter Opco, LLC, and its debtor-affiliates asked the U.S.
Bankruptcy Court for the District of Delaware to immediately
convert their cases to Chapter 7 pursuant to Section 1112(a) of
the Bankruptcy Code and direct the Office of the United States
Trustee to appoint a Chapter 7 Trustee.

Judge Walrath held a hearing on the Debtors' request on Dec. 3,
2008.  A minute entry released by the Court notes that the order
on the Motion to Convert is due under certification of counsel.
No final order has been made available in the Court site as of
presstime.

Twice.com, however, relayed in a report dated December 3, 2008,
that Tweeter Opco's Chapter 7 conversion request has been granted
the federal court.  The news source cites it is very possible for
Tweeter Opco to re-open its stores to continue the liquidation
process under Chapter 7.

Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates before the Petition Date, the Opco
Debtors were party to two Credit Agreements dated as of:

  (a) September 19, 2007, with Wells Fargo Retail Finance, LLC
      as administrative agent; and

  (b) August 28, 2007, with Schultze Agency Services, LLC, as
      agent.

Obligations under those credit agreements were secured by a lien
on substantially all of the Opco Debtors' assets.

All of the DIP obligations have been paid in full and the Letters
of Credit issued under the DIP Credit Agreement have been reduced
to zero or fully collateralized pursuant to the terms of the DIP
Credit Agreement.

According to Mr. Heath, the Opco Debtors' consensual use of Well
Fargo'222865s cash collateral terminated on December 1, 2008.

"Without the use of the cash collateral, the Debtors are unable
to continue to liquidate their estates under Chapter 11 of the
Bankruptcy Code," Mr. Heath says.  "Chapter 7 will permit the
Debtors' remaining assets to be liquidated and potential causes
of action to be pursued to monetized for the benefit of
creditors."

Moreover, the Opco Debtors have engaged in extensive negotiations
with Schultze in an effort to obtain its consent to use cash
collateral to continue to finance their liquidation efforts but
Schultze refused.  Accordingly, the Opco Debtors closed their
remaining stores and terminated all their employees on
December 1, 2008.

The Debtors also ask the Court to direct Wells Fargo to create a
reserve fund of $900,000 for payment of the accrued, but unpaid
prepetition wages, commissions and payroll related taxes of the
Opco Debtors' employees.  The Opco Debtors also want Wells Fargo
to create an additional reserve for contingent indemnification
claims.  Furthermore, the Opco Debtors ask the Court to order
that the $1,150,000 Carve Out under the DIP Agreement be held in
a Richards, Layton & Finger, P.A. escrow account pending approval
of their professionals' fees and expenses.

            Consultants and Utility Providers Object

SB Capital Group, LLC, Tiger Capital Group, LLC and Hudson
Capital Partners, LLC, the Opco Debtors' liquidating consultants,
demand that any order regarding the Conversion Motion should
oblige the Opco Debtors to pay all fees and expenses owed to them
through the date of termination of the sale.

The Consultants argue that Schultze's refusal to consent to the
payment of their fees and expenses from the proceeds of the sale
is tantamount to fraud.  "Schultze cannot just pick and choose
the provisions of the Consulting Agreement, or the Court's prior
orders that inure to its benefit while disregarding the rights of
other parties-in-interest," the Consultants say.

The Consultants seek payment with respect to the fees and
expenses, aggregating $1,766,163.

Meanwhile, Utility Providers Florida Power & Light Company,
Baltimore Gas Electric, Delmarva Power & Light Co., and Central
Maine Power oppose the Conversion Motion to the extent the Opco
Debtors propose to pay certain administrative creditors in
preference to other administrative creditors.

                       About Tweeter Opco

Tweeter Opco, LLC, was formed in July 2007 to acquire the business
operations and assets of Tweeter Home Entertainment Group, Inc.
The company filed for Chapter 11 protection on Nov. 5, 2008
(Bankr. D. Delaware Case No. 08-12646).  Chun I. Jang, Esq., and
Cory D. Kandestin, Esq., at Richards, Layton & Finger, P.A.,
assists the company in its restructuring effort.  The company
listed assets of $50 million to $100 million and debts of
$50 million to $100 million.

(Tweeter Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TWEETER OPCO: Engages Richards Layton as Bankruptcy Attys.
----------------------------------------------------------
Pursuant to Sections 327(a) and 330 of the Bankruptcy Code,
Tweeter Opco, LLC, and its debtor-affiliates seek the U.S.
Bankruptcy Court for the District of Delaware's authority to
employ Richards, Layton & Finger, P.A., as their counsel, nunc pro
tunc to the Petition Date.

Craig M. Boucher, chief restructuring officer of Tweeter Opco,
relates that the Opco Debtors want RL&F to:

  (a) advise them of their rights, powers and duties as
      debtors and debtors-in-possession in the continued
      operation of their business and management of their
      properties;

  (b) take all necessary action to protect and preserve the
      their estates, including the prosecution of actions, the
      defense of any actions commenced, and the negotiation of
      disputes in which they are involved, and the preparation
      of objections to claims;

  (c) prepare all necessary motions, applications, answers,
      orders, reports, and papers in connection with the
      administration of their estates;

  (d) attend meetings and negotiations with representatives
      of creditors, equity holders or prospective investors or
      acquirers and other parties-in-interest;

  (e) appear before the Court, any appellate courts and the
      Office of the United States Trustee to protect the
      interests of the Opco Debtors;

  (f) pursue approval of confirmation of a plan of
      reorganization and approval of the corresponding
      solicitation procedures and disclosure statement; and

  (g) perform all other necessary legal services in
      connection with their Chapter 11 cases.

According to Mr. Boucher, the Opco Debtors paid RL&F an evergreen
retainer of $250,000, in connection with and in contemplation of
the Opco Debtors' Chapter 11 filings.

The Opco Debtors propose to pay RL&F based on the firm's standard
hourly rates:

       Professional               Hourly Rate
       ------------               -----------
       Mark D. Collins               $610
       Paul N. Heath                  475
       Chun I. Jang                   300
       Cory D. Kandestin              245
       Andrew C. Irgens               230
       Barbara J. Witters             185

The Opco Debtors will also reimburse RL&F for all expenses
incurred in connection with their cases including, among other
things, telephone, mail, travel expenses, "working meals", and
computerized research, among other things.

Mark D. Collins, Esq., a director at Richards, Layton & Finger,
P.A., assures the Court that his firm is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy
Code, as modified by Section 1107(b).

                       About Tweeter Opco

Tweeter Opco, LLC, was formed in July 2007 to acquire the business
operations and assets of Tweeter Home Entertainment Group, Inc.
The company filed for Chapter 11 protection on Nov. 5, 2008
(Bankr. D. Delaware Case No. 08-12646).  Chun I. Jang, Esq., and
Cory D. Kandestin, Esq., at Richards, Layton & Finger, P.A.,
assists the company in its restructuring effort.  The company
listed assets of $50 million to $100 million and debts of
$50 million to $100 million.

(Tweeter Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service, Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).


TWEETER OPCO: Seeks to Auction Off Leases to Closing Stores
-----------------------------------------------------------
Tweeter Opco, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to allow them to
sell their leases affected by their closing stores.

Tweeter Opco is currently conducting store closing sales in an
effort to maximize the value of their estates.  As a continuation
of that strategy, the Opco Debtors intend to dispose of their
leases to complete their liquidation and further enhance the value
of their estates.  A 3-page list of the leases for sale and their
cure amounts is available for free at:

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

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, says that after considering their options,
Opco Debtors entered into a real estate consulting contract with
Retail Consulting Services, Inc., pursuant to which RCS will
market and dispose of the Debtors' unexpired nonresidential
leases.  Mr. Collins contends the sale of the Leases by auction
will enable to Opco Debtors to obtain the highest and best
offers, thus maximizing the value of their estates.  Moreover,
Mr. Collins notes, RCS has identified a number of potential
purchasers comprised of retailers, brokers and other parties, and
will send marketing materials to the Potential Purchasers.

The Opco Debtors propose to conduct an Auction on December 19,
2008 at 10:00 a.m.  To participate in the Auction, the Opco
Debtors propose that all interested persons comply with the
Bidding Procedures, including the requirement that all written
bids be submitted no later than December 17, 2008.  The Opco
Debtors cautioned the Bidders that in the event of a failure to
consummate a sale of a Lease because of a breach or failure on
part of the successful bidder, the Opco Debtors will retain the
successful bidder's deposit as liquidated damages, and the next
best qualified bidder will be deemed the successful bidder.  A
full-text copy of the Bidding Procedures is available for free
at: http://bankrupt.com/misc/OpcoDebtorBiddingProcedures.pdf

In the event that a landlord is a successful bidder for a Lease
under which it is the landlord, the Opco Debtors ask the Court's
permission to enter into a lease termination agreement.

Moreover, the Opco Debtors request that any personal property
remaining at the premises be deemed abandoned without any
liability to any party, as of the time the Opco Debtors vacate
the location -- to the landlord if the Lease is rejected, or to
the assignee, if the Lease is assumed or assigned.

The Opco Debtors ask the Court to permit them to sell each of the
Leases free and clear of any and all liens, claims and
encumbrances.

                       About Tweeter Opco

Tweeter Opco, LLC, was formed in July 2007 to acquire the business
operations and assets of Tweeter Home Entertainment Group, Inc.
The company filed for Chapter 11 protection on Nov. 5, 2008
(Bankr. D. Delaware Case No. 08-12646).  Chun I. Jang, Esq., and
Cory D. Kandestin, Esq., at Richards, Layton & Finger, P.A.,
assists the company in its restructuring effort.  The company
listed assets of $50 million to $100 million and debts of
$50 million to $100 million.

(Tweeter Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


US AIRWAYS: Wellington Raises Stake to 12.90%
---------------------------------------------
Wellington Management Company, LLP, in its capacity as investment
adviser, disclosed with the U.S. Securities and Exchange
Commission that it beneficially owned 14,723,175 shares of US
Airways' common stock, representing 12.90% of shares outstanding.

Wellington said it has shared voting power with respect to
6,424,325 shares and shared dispositive power with respect to
14,684,075 shares.

The securities are owned of record by clients of Wellington
Management.  The clients have the right to receive, or the power
to direct the receipt of, dividends from, or the proceeds from
the sale of, the securities, Wellington noted.

Wellington Management Company, LLP, previously disclosed that as
of June 30, 2008, it beneficially owned 4,168,331, shares of US
Airways Group, Inc.'s common stock representing 4.53% of the USAir
Group shares outstanding.

                    About US Airways Group Inc.

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -
http://www.usairways.com/-- 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 Sept. 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.

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.

(US Airways Bankruptcy News, Issue No. 168; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on July 24, 2008,
Moody's Investors Service downgraded the Corporate Family and
Probability of Default Ratings of US Airways Group Inc. to Caa1
from B3 and lowered the ratings of its outstanding corporate debt
instruments and certain Enhanced Equipment Trust Certificates
(EETC).  Moody's lowered the Speculative Grade Liquidity
Assessment to SGL-4 from SGL-3.  The rating outlook is negative.


US AIRWAYS: Gets DOT Slot Exemptions At Reagan Airport
------------------------------------------------------
The US Department of Transportation issued an order tentatively
granting US Airways, Inc. two within-perimeter slot exemptions at
Ronald Reagan Washington National Airport to provide a daily
nonstop round trip to Akron-Canton, Ohio, utilizing 50-seat
Bombardier CRJ-200 aircraft.  The exemptions would be granted for
a minimum two-year term subject to callback after 120 days'
notice.

Prior to the DOT's entry of its order, the Department also
received applications from Midwest Airlines, Inc., to obtain two
available within-perimeter slot exemptions at DCA thus allowing
it to maintain its current level of service.  The carrier would
utilize 99-seat Boeing-717 or 76-seat aircraft, depending on
seasonal fluctuations in demand and aircraft availability.
However, the Akron-Airport strongly supported US Airways'
application arguing that a round trip in the DCA-CAK market would
be consistent with the Department policies, Congressional
mandates, and would provide economic benefits to the northeastern
Ohio region.

In its responsive pleading, US Airways argued that its proposed
service to Akron-Canton would:

     (i) provide the first ever nonstop air service to DCA for
         over 1.1 million people;

    (ii) provide competitive nonstop air service to DCA for 3.6
         million people in Northeast Ohio and complete directly
         with Continental Airlines' monopoly route between DCA
         and Cleveland;

   (iii) bring nonstop air service air service to the small
         community with the largest population of all small-hub
         communities lacking nonstop service to any Washington
         area airport; and

    (iv) increase small community access to DCA, thereby
         achieving the intent of AIR-21 and Vision 100 --
         Century of Aviation Reauthorization Act.

Pursuant to the Order, US Airways may provide nonstop round trip
between Ronald Reagan National Airport and Akron-Canton, Ohio
beginning January 25, 2009.

"This is a historic day for the Akron-Canton Airport and the
region as we were in desperate need of an easier way to get to
Washington, D.C.," said Rick McQueen, President & CEO.  "We are
so grateful to the U.S. Department of Transportation for once
again bringing vital air service to our community by awarding
these slots to US Airways.  We are also grateful for the
overwhelming support we received from our community.  This
announcement wouldn't have been possible without the help of our
U.S. Congressional delegation, including U.S. state senators and
four congresspersons, thirteen chambers of commerce, the state
auditor, hundreds of petition signatures, more than thirty
corporations, and seventeen community leaders amongst many
others.  This is an amazing day."

"We're pleased to announce another non-stop option for business
travelers to access Washington, D.C.," said Jason Reisinger,
director, route planning for US Airways.  "We would like to thank
the congressional delegation and the local community, especially
the Akron-Canton Airport, for their hard work and support in this
effort."

"Helping the businesses and residents of our community reach
Washington D.C. is a rewarding way to end my career in Congress,"
said U.S. Representative Ralph Regula.  "I am grateful to the
U.S. Department of Transportation and US Airways for making this
vital linkage a reality."

"Washington, D.C. is an extremely important destination for the
Northeastern Ohio region and the community deserves our gratitude
for their support," said Congressman Tim Ryan. "I am thrilled that
the Department of Transportation realizes the value this will have
for both tourism and economic development."

The slots were originally made available under the guidelines of
AIR-21/vision 100, a comprehensive air transportation bill passed
in 2000.

                   About Akron-Canton Airport

Akron-Canton Airport kicked off CAK 2018, its 10-year, $110-
million Capital Improvement Plan in March of this year. The plan
is the most ambitious in the airport's 62-year history and
includes a 600 ft. runway extension allowing full-sized jets to
reach the west coast, Caribbean and Mexico.  Other projects
include a Customs and Border Patrol Facility, extended upper
level concourse and the construction of Port Green, an industrial
park that could bring more than 1,000 high paying jobs to
northeast Ohio.  Photos of the airport are available at
www.flickr.com/akroncantonairport; and Facebook members are
warmly invited to join the Akron-Canton Airport group at
www.Facebook.com by searching for Akron-Canton Airport.
Additional information including flight reservations, driving
instructions, and relaxation station is available at
www.akroncantonairport.com, CAK's comprehensive web portal.

                    About US Airways Group Inc.

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -
http://www.usairways.com/-- 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 Sept. 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.

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.

(US Airways Bankruptcy News, Issue No. 168; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on July 24, 2008,
Moody's Investors Service downgraded the Corporate Family and
Probability of Default Ratings of US Airways Group Inc. to Caa1
from B3 and lowered the ratings of its outstanding corporate debt
instruments and certain Enhanced Equipment Trust Certificates
(EETC).  Moody's lowered the Speculative Grade Liquidity
Assessment to SGL-4 from SGL-3.  The rating outlook is negative.


US AIRWAYS: Judge Refuses to Block America West Pilot Layoffs
-------------------------------------------------------------
Judge Niel Wake concluded that he has no jurisdiction to block US
Airways from laying off pilots from the Old America West
Airlines.  Judge Wake said he would not force the airline to keep
the America West pilots on the payroll even if he had the legal
authority.  He said doing so would unfairly interfere with the
business operations of the merged airline, the report said.

However, Judge Wake held that if the company cannot shed itself
of the pilots who were flying those flights -- or at least the
least senior of those America West pilots -- it might be forced
to continue paying them for doing no work.

The report notes that, a federal arbitrator, after hearing
arguments from unions representing both groups of pilots,
subsequently imposed an integrated seniority schedule.

According to EastValleyTribune.com, the airline itself has been
doing layoffs, which, according to the lawsuit, have
disproportionately hit the "West" pilots because the cutbacks in
flights have been more from the old America West routes.

                    About US Airways Group Inc.

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -
http://www.usairways.com/-- 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 Sept. 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.

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.

(US Airways Bankruptcy News, Issue No. 168; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on July 24, 2008,
Moody's Investors Service downgraded the Corporate Family and
Probability of Default Ratings of US Airways Group Inc. to Caa1
from B3 and lowered the ratings of its outstanding corporate debt
instruments and certain Enhanced Equipment Trust Certificates
(EETC).  Moody's lowered the Speculative Grade Liquidity
Assessment to SGL-4 from SGL-3.  The rating outlook is negative.


VICORP RESTAURANTS: Plan Filing Period Extended to March 2, 2009
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
VICORP Restaurants, Inc. and VI Acq uisition Corp.'s exclusive
periods to:

  a) file a plan through and including March 2, 2009; and

  b) solicit acceptances of said plan through and including
     April 30, 2009.

The Debtors told the Court that they have focused on selling all
or substantially all of their assets but has not yet had the
opportunity to explore fully all potential avenues for a sale of
all or substantially all of their assets to formulate a Chapter 11
plan.

Headquartered in Denver, Colorado, VICORP Restaurants, Inc. and VI
Acquisition Corp. -- http://www.vicorpinc.com/-- operate family-
dining restaurants under the Village Inn and Bakers Square brands.
The Debtors also operate 3 pie production facilities that produce
pies that are offered in the Debtors' restaurants and are sold to
select third-party customers including supermarkets and other
restaurant chains.

The Debtors filed separate petitions for Chapter 11 relief on
April 3, 2008 (Bankr. D. Del. Lead Case No. 08-10623).  Kimberly
Ellen Connolly Lawson, Esq., Kurt F. Gwynne, Esq., and Richard A.
Robinson, Esq., at Reed Smith LLP, Ann C. Cordo, Esq., and Donna
L. Culver, Esq., at Morris Nichols Arsht & Tunnell, and Joseph E.
Cotterman, Esq., at Gallagher & Kennedy, P.A., represent the
Debtors as counsel.  The Debtors selected The Garden City
Group, Inc. as their claims agent.  Abhilash M. Raval, Esq.,
Dennis Dunne, Esq., and Samuel Khalil, Esq., at Milbank Tweed
Hadley & McCloy LLP, Domenic E. Pacitti, Esq., and Michael W.
Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg & Ellers,
represent the Official Committee of Unsecured Creditors of the
Debtors.

When the Debtors filed for protection from their creditors, they
listed estimated assets of $100 million to $500 million and debts
of $100 million to $500 million.


WAMU MORTGAGE: S&P Keeps CCC Ratings on 2 Classes of Sub. Certs.
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 37
classes of pass-through certificates from WaMu Mortgage Pass-
Through Certificates Trust's series 2006-AR12 and 2006-AR18, both
residential mortgage-backed securities transactions backed by U.S.
prime jumbo mortgage loan collateral.  In addition, S&P affirmed
its 'AAA' ratings on three classes of super-senior certificates
from series 2006-AR18 and its 'CCC' ratings on two subordinate
classes from series 2006-AR12 and one from series 2006-AR18.

The downgrades reflect S&P's opinion that projected credit support
for the affected classes is insufficient to maintain the previous
ratings, given its current projected losses.  As of the Nov. 25,
2008, distribution statement, delinquencies had increased
significantly compared with the Oct. 27, 2008, report.  Both
series contain three loan groups: the mortgage loans provide for a
fixed interest rate during an initial period of approximately
five, seven, or 10 years for loan groups 1, 2, and 3,
respectively.  Both series have two structure groups: loan groups
1 and 2 combine to form structure group "L" (whose subordinate
classes begin with "L"), and loan group 3 is its own structure
group (whose subordinate classes begin with "3").

For series 2006-AR12, 60-day delinquencies for structure group "L"
increased to $23.56 million from $13.24 million between the
October and November remittance dates, and 90-plus-day
delinquencies increased to $21.65 million from $16.29 million.
For structure group 3, 90-plus-day delinquencies increased to
$5.07 million from $2.39 million, and foreclosures increased to
$2.63 million from $1.705 million.

For series 2006-AR18, 30-day delinquencies for structure group "L"
increased to $34.43 million from $18.50 million between the
October and November remittance dates, and 90-plus-day
delinquencies increased to $20.18 million from $12 million.  For
structure group 3, 60-day delinquencies increased to about
$4.01 million from $2.31 million, and 90-plus-day delinquencies
increased to $5.37 million from $3.06 million.

As a result of the increased delinquencies for both series, S&P
adjusted the lifetime projected losses figures upward to ensure
that they adequately covered two times its estimated losses on the
loans currently in the delinquency pipeline.

S&P's new lifetime projected losses for these U.S. RMBS
transactions, as a percentage of their original pool balances,
are:

           Series      Structure group   Projected loss
           ------      ---------------   --------------
           2006-AR12   L                 2.95%
           2006-AR12   3                 2.22%
           2006-AR18   L                 2.63%
           2006-AR18   3                 1.76%

The remaining projected lifetime losses and the current credit
support for the non-super-senior classes, as a percentage of the
current structure group balances, as well as the multiple of
current credit support to the remaining projected lifetime losses
for both structure groups, are:

                   Structure                         Multiple
       Series      group         RPL       CCS       CCS/RPL
       ------      ---------     ---       ---       --------
       2006-AR12   L             4.17%    6.685%     1.603
       2006-AR12   3             2.73%    4.647%     1.703
       2006-AR18   L             3.36%    5.654%     1.683
       2006-AR18   3             2.03%    4.041%     1.989

For series 2006-AR18, because the non-super-senior classes for
structure group 3 had a multiple very close to 2.0x, S&P
downgraded these classes to 'BBB-'.  S&P downgraded the remaining
non-super-senior classes to 'BB' because their multiples were
between 1.5x and 2.0x.  S&P affirmed its 'AAA' ratings on the
super-senior classes from structure group L because its multiple
of current credit support to remaining projected losses was
3.642x, above its 3.5x multiple for 'AAA' ratings.

Subordination provides credit support for these transactions.  The
underlying collateral for these deals consists of U.S. prime jumbo
mortgage loans that provide for a fixed interest rate during an
initial period of approximately five, seven, or 10 years for loan
groups 1, 2, and 3, respectively.  All of the mortgage loans are
secured by residential properties or shares of cooperative
apartments with original terms to maturity from the first
scheduled payment due date of no more than 30 years.

S&P will continue to monitor the RMBS transactions it rates and
take rating actions, including CreditWatch placements, when
appropriate.

                         Ratings Lowered

   WaMu Mortgage Pass-Through Certificates Series 2006-AR12 Trust
                         Series 2006-AR12

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           1-A1       93363NAA3     A              AAA
           1-A2       93363NAB1     A              AAA
           1-A3       93363NAC9     A              AAA
           1-A4       93363NAD7     A              AAA
           1-A5       93363NAE5     BB             BBB
           1-X        93363NAP0     A              AAA
           2-A1       93363NAF2     A              AAA
           2-A2       93363NAG0     A              AAA
           2-A3       93363NAH8     A              AAA
           2-A4       93363NAJ4     BB             BBB
           2-X        93363NAQ8     A              AAA
           2-P        93363NAR6     BB             BBB
           L-B-1      93363NAS4     CCC            B
           L-B-3      93363NAU9     CC             CCC
           L-B-4      93363NAY1     CC             CCC
           3-A1       93363NAK1     BB             A
           3-A2       93363NAL9     BB             A
           3-A3       93363NAM7     BB             A
           3-A4       93363NAN5     BB             A
           3-B-1      93363NAV7     B              BB
           3-B-2      93363NAW5     CCC            B
           3-B-4      93363NBB0     CC             CCC

  WaMu Mortgage Pass-Through Certificates Series 2006-AR18 Trust
                        Series 2006-AR18

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           1-A1       933637AA8     A              AAA
           1-A2       933637AB6     BB             AA
           2-A1       933637AC4     A              AAA
           2-A2       933637AD2     A              AAA
           2-A3       933637AE0     A              AAA
           2-A4       933637AF7     BB             AA
           L-B-1      933637AL4     CCC            BB
           L-B-2      933637AM2     CCC            B
           L-B4       933637AS9     CC             CCC
           3-A4       933637AK6     BBB-           AAA
           3-B-1      933637AP5     B              A
           3-B-2      933637AQ3     CCC            BBB
           3-B-3      933637AR1     CCC            BB
           3-B-4      933637AV2     CC             BB
           3-B-5      933637AW0     CC             CCC

                         Ratings Affirmed

  WaMu Mortgage Pass-Through Certificates Series 2006-AR12 Trust
                         Series 2006-AR12

                  Class      CUSIP         Rating
                  -----      -----         ------
                  L-B-2      93363NAT2     CCC
                  3-B-3      93363NAX3     CCC

  WaMu Mortgage Pass-Through Certificates Series 2006-AR18 Trust
                         Series 2006-AR18

                  Class      CUSIP         Rating
                  -----      -----         ------
                  L-B-3      933637AN0     CCC
                  3-A1       933637AG5     AAA
                  3-A2       933637AH3     AAA
                  3-A3       933637AJ9     AAA


WAMU MORTGAGE: S&P Keeps 'CCC' Ratings on Three Classes of Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class 1-
A1 from WaMu Mortgage Pass-Through Certificates Series 2007-HY6
Trust.  S&P also affirmed the ratings on four additional classes
from structure 1.

S&P lowered its rating on class 1-A1 to 'AA' from 'AAA' based on a
combination of performance and the continued decrease in the
balance of class 1-A2, which acts as a senior support bond for
class 1-A1.  S&P's updated analysis of this structure indicates
that the classes currently rated 'CCC' are still projected to
ultimately default.  S&P therefore affirmed the 'CCC' ratings.
S&P also affirmed its rating on class 1-A2 as a result of the
amount of support available and its projected loss for the
structure.

The subordination of more-junior classes provides credit support
for classes that are more senior in priority.  Additionally, the
collateral backing the structure consists predominantly of
Alternative-A, first-lien, interest-only, 5/1 adjustable-rate
mortgage loans secured by one- to four-family residential
properties.  S&P will monitor this transaction over time to
incorporate updated losses and delinquency pipeline performance to
determine whether the applicable credit enhancement is sufficient
to support the current ratings.

                          Rating Lowered

   WaMu Mortgage Pass-Through Certificates Series 2007-HY6 Trust
                          Series 2007-HY6

                                        Rating
                                        ------
          Class      CUSIP         To             From
          -----      -----         --             ----
          1-A1       92927XAA2     AA             AAA

                         Ratings Affirmed

  WaMu Mortgage Pass-Through Certificates Series 2007-HY6 Trust
                          Series 2007-HY6

                 Class      CUSIP         Rating
                 -----      -----         ------
                 1-A2       92927XAB0     B
                 1-B-1      92927XAL8     CCC
                 1-B-2      92927XAM6     CCC
                 1-B-3      92927XAN4     CCC


WELLSTONE: Case Summary & Three Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Wellstone at Craig Ranch III, LLC
        2450 Atlanta Highway, Suite 904
        Cumming, GA 30040

Bankruptcy Case No.: 08-43248

Chapter 11 Petition Date: December 1, 2008

Court: Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: John Y. Bonds, III, Esq.
                  jbonds@shannongracey.com
                  Shannon, Gracey, Ratliff & Miller
                  777 Main Street, Suite 1500, UPR Plaza
                  Fort Worth, TX 76102-0999
                  Tel: (817) 336-9333
                  Fax: (817) 336-3735

Estimated Assets: $1,000,000 to $10,000,000

Estimated Debts: $1,000,000 to $10,000,000

A list of the Debtor's largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/txeb08-43248.pdf

The petition was signed by John B. Lowery, president of the
company.


WESTPOINT APPAREL: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Westpoint Apparel Group, Inc
        P.O. Box 390
        Hormigueros, PR 00660

Bankruptcy Case No.: 08-08103

Type of Business: The Debtor sells suits and coats.

Chapter 11 Petition Date: November 28, 2008

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Santiago Mari Roca, Esq.
                  smari_roca@yahoo.com
                  Biaggi Busquet & Mari Rocalaw Office
                  P.O. Box 1589
                  Mayaguez, PR 00681-1589
                  Tel: (787) 649-2965

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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


WHITE BUFFALO: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: White Buffalo Trading Company
        P.O. Box 510
        Gunnison, CO 81230

Bankruptcy Case No.: 08-29314

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Diamond K, Inc.                                    08-29315

Chapter 11 Petition Date: December 3, 2008

Court: District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsel: Michael J. Guyerson, Esq.
                  mguyerson@comcast.net
                  1873 S. Bellaire St., Suite 1401
                  Denver, CO 80222
                  Tel: (303) 512-1123
                  Fax: (303) 942-3502

Total Assets: $3,800,000

Total Debts: $3,647,957

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

The petition was signed by Kathleen Fitzgerald, president of the
company.


WILLIAM STANEK: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: William C. Stanek
        Julia B. Stanek
         aka Julia A. Stanek
         aka Julie Bixby
         aka Julie Stanek
        1321 Jones Street
        Omaha, NE 68102

Bankruptcy Case No.: 08-83067

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
KISMIF Properties, LLC                             08-83068

Type of Business:

Chapter 11 Petition Date: November 26, 2008

Court: District of Nebraska (Omaha Office)

Debtor's Counsel: Robert F. Craig, Esq.
                  robert@craiglaw.org
                  Robert F. Craig, P.C.
                  1321 Jones Street
                  Omaha, NE 68102
                  Tel: (402)408-6004
                  Fax: (402)408-6001

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A list of the Debtor's largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/neb08-83067.pdf


WOODSIDE GROUP: Court Appoints Paul Aronzon as Chapter 11 Examiner
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved the appointment of Paul Aronzon as Chapter 11 Examiner in
Woodside Group, LLC and its affiliated debtors' bankruptcy cases.

Paul S. Aronzon is a partner in the firm of Milbank, Tweed, Hadley
& McCloy LLP, and co-head of its Financial Restructuring Group.

On Nov. 3, 2008, the Court granted the AdHoc Group of Noteholders'
motion to appoint an examiner in the Debtors' jointly administered
cases but denied its motion for the appointment of a Chapter 11
trustee and its motion to terminate the Debtors' exclusive periods
in which to file and confirm a plan.

Pursuant to said order, the Chapter 11 Examiner will investigate:

  1.  Whether Woodside Group or its creditors have any cognizable
      claims against Woodside Group's senior managers or its
      shareholders, including but not limited to, any claim for
      breach of fiduciary duty, attributable to the conversion of
      Woodside Group, Inc. from a subchapter S corporation to a
      limited liability company on July 25, 2008, which triggered
      a write down of its remaining assets by approximately
      $500 million, including the question of whether the
      acceleration of loss triggered by the Woodside conversion on
      July 25, 2008, should be unwound before Dec. 31, 2008, to
      reinstate and preserve a basis of approximately $500 million
      in the assets of Woodside Group; and

   2. Whether Woodside Group or its creditors have any cognizable
      claim against the shareholders with respect to the original
      distributions made to shareholders in 2006 and 2007 in order
      to pay the shareholders' "pass through" tax liabilities.

The order also directed the Chapter 11 Examiner to file a
statement of the investigation conducted, including any fact
ascertained during the course and scope of his investigation
pertaining to fraud, dishonesty, incompetence, misconduct,
mismanagement, or irregularity in the management of the affairs of
the Debtors, not later than Dec. 15, 2008.

Headquartered in North Salt Lake, Utah, Woodside Group LLC
http://www.woodside-homes.com/-- is the parent company of
multiple subsidiaries and through approximately 185 of those
subsidiaries is primarily engaged in homebuilding operations in
eight states.  The operations of the Woodside Group are financed
through Woodside Group's affiliate Pleasant Hill Investments, LC.
Woodside Group, Pleasant Hill Investments and each of the 185
subsidiaries are the Debtors.  Woodside Group also has
subsidiaries and affiliates that are not debtors.

On March 31, 2008, Woodside AMR 107, Inc. and Woodside Portofino,
Inc. filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code.  On Aug. 20, 2008, an Ad Hoc
Group of Noteholders commenced the filing of involuntary petitions
against the Debtors (other than AMR 107 and Portofino).  On
Aug.  20, 2008, JPMorgan Chase Bank, N.A., on behalf of the Bank
Group, commenced the filing of certain Joinders in the Involuntary
Petition.  On Sept. 16, 2008, the Debtors filed a "Consolidated
Answer to Involuntary Petitions and Consent to Order for Relief"
and the Court entered the "Order for Relief Under Chapter 11."

The Debtors are jointly administered under Case No. 08-20682.
The Bankruptcy Cases are currently pending before the Honorable
Peter Carroll in the United States Bankruptcy Court for the
Central District of California (Riverside).

Jeremy V. Richards, Esq., Linda F. Cantor, Esq., and Maxim B.
Litvak, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los
Angeles, represent the Debtors as counsel.  Susy Li, Esq., and
Michael A. Sherman, Esq., at Bingham McCutchen LLP, in Los
Angeles, Michael J. Reilly, Esq., Jonathan B. Alter, Esq., and
Mark W. Deveno, Esq., at Bingham McCutchen LLP, in Hartford,
Connecticut, act as counsel to the Ad Hoc Group of Noteholders.

Donald L. Gaffney, Esq., at Snell & Wilmer LLP, in Phoenix
Arizona, Michael B. Reynolds, Esq., Eric S. Pezold, Esq., at Snell
& Wilmer LLP, in Costa Mesa, California, are counsel for JPMorgan
Chase Bank, N.A. as Administrative Agent to Participant Lenders.

David L. Gaffney, Esq., at Snell & Wilmer LLP, in Phoenix Arizona,
and Michael B. Reynolds, Esq., and Eric S. Pezold, Esq., at Snell
& Wilmer LLP, in Costa Mesa, California, are the proposed counsel
to the Official Committee of Unsecured Creditors.

During 2007, the Woodside Entities generated revenues exceeding
$1 billion on a consolidated basis.  As of Dec. 31, 2007, the
Woodside Entities had consolidated assets and liabilities of
approximately $1.5 billion and $1.1 billion, respectively.  As of
the Sept. 16, 2008 petition date, the Debtors have approximately
$70 million in cash.  The Woodside Entities employ approximately
494 employees.

In its schedules, Woodside Group, LLC listed total assets of
$1,000,285,578 and total liabilities of $691,352,742.  The
schedules are unaudited.


WOODSIDE GROUP: Panel May Not File Chapter 11 vs. Zion Borrowers
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has denied the request of the Official Committee of Unsecured
Creditors appointed in Woodside Group, LLC and affiliated debtors'
bankruptcy cases for authorization to initiate, on behalf of the
Woodside Group LLC bankruptcy estate, Chapter 11 proceedings for
Woodside Group, LLC's subsidiaries Victory Holdings, LLC, Atherton
Construction, LLC, Walnut Creek Development, LLC, and Danville
Land Investments, LLC (collectively, the "Zions Borrowers").

In its motion, the Committee related that the the Chapter 11
petitions must be immediately filed in order to preserve
preference claims against Zions First National Bank that were
undertaken by the Zions Borrowers.  The Committee related that the
Committee had already written to Woodside demanding that it direct
the Zions Borrowers to file Chapter 11 petitions in order to
preserve potential preference claims that may be asserted against
Zions Bank, but Woodside refused.

The Committee told the Court that on various dates in June and
July, 2008, Pleasant Valley Invesments, LC, Woodside Amelia Lakes,
LLC, Woodside Homes of Arizona, Inc., Woodside Homes of
California, Inc. and Woodside Valencia, LLC (the "Restricted
Subsidiaries") transferred certain properties held by them to the
Zions Borrowers.

The Debtor claimed that the transfer of the properties were per se
fraudulent transfers because the Restricted Subsidiaries did not
receive reasonably equivalent value for the transfer, and were
insolvent due to the fact that the Restricted Subsidiaries were
guarantors of the debt owed to JPMorgan Chase and the Restricted
Subsidiaries had defaulted under the guaranties.  The Committee
told the Court that Zions Bank knew that the properties were being
transferred from the Restricted Subsidiaries to the Zions
Borrowers, and that the Restricted Subsidiaries were in default to
JPMorgan Chase.  Despite this, Zions Bank collateralized the
transferred properties by recording deeds of trust against them
beginning on or around Aug. 19, 2008.

The Committee told the Court that the collateralization of the
properties by Zions Bank likely constitutes a preference under
Sec. 547 of the Bankruptcy Code.

Headquartered in North Salt Lake, Utah, Woodside Group LLC
http://www.woodside-homes.com/-- is the parent company of
multiple subsidiaries and through approximately 185 of those
subsidiaries is primarily engaged in homebuilding operations in
eight states.  The operations of the Woodside Group are financed
through Woodside Group's affiliate Pleasant Hill Investments, LC.
Woodside Group, Pleasant Hill Investments and each of the 185
subsidiaries are the Debtors.  Woodside Group also has
subsidiaries and affiliates that are not debtors.

On March 31, 2008, Woodside AMR 107, Inc. and Woodside Portofino,
Inc. filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code.  On Aug. 20, 2008, an Ad Hoc
Group of Noteholders commenced the filing of involuntary petitions
against the Debtors (other than AMR 107 and Portofino).  On
Aug.  20, 2008, JPMorgan Chase Bank, N.A., on behalf of the Bank
Group, commenced the filing of certain Joinders in the Involuntary
Petition.  On Sept. 16, 2008, the Debtors filed a "Consolidated
Answer to Involuntary Petitions and Consent to Order for Relief"
and the Court entered the "Order for Relief Under Chapter 11."

The Debtors are jointly administered under Case No. 08-20682.
The Bankruptcy Cases are currently pending before the Honorable
Peter Carroll in the United States Bankruptcy Court for the
Central District of California (Riverside).

Jeremy V. Richards, Esq., Linda F. Cantor, Esq., and Maxim B.
Litvak, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los
Angeles, represent the Debtors as counsel.  Susy Li, Esq., and
Michael A. Sherman, Esq., at Bingham McCutchen LLP, in Los
Angeles, Michael J. Reilly, Esq., Jonathan B. Alter, Esq., and
Mark W. Deveno, Esq., at Bingham McCutchen LLP, in Hartford,
Connecticut, act as counsel to the Ad Hoc Group of Noteholders.

Donald L. Gaffney, Esq., at Snell & Wilmer LLP, in Phoenix
Arizona, Michael B. Reynolds, Esq., Eric S. Pezold, Esq., at Snell
& Wilmer LLP, in Costa Mesa, California, are counsel for JPMorgan
Chase Bank, N.A. as Administrative Agent to Participant Lenders.

David L. Gaffney, Esq., at Snell & Wilmer LLP, in Phoenix Arizona,
and Michael B. Reynolds, Esq., and Eric S. Pezold, Esq., at Snell
& Wilmer LLP, in Costa Mesa, California, are the proposed counsel
to the Official Committee of Unsecured Creditors.

During 2007, the Woodside Entities generated revenues exceeding
$1 billion on a consolidated basis.  As of Dec. 31, 2007, the
Woodside Entities had consolidated assets and liabilities of
approximately $1.5 billion and $1.1 billion, respectively.  As of
the Sept. 16, 2008 petition date, the Debtors have approximately
$70 million in cash.  The Woodside Entities employ approximately
494 employees.

In its schedules, Woodside Group, LLC listed total assets of
$1,000,285,578 and total liabilities of $691,352,742.  The
schedules are unaudited.


YELLOW CORP: S&P Cuts Corporate Credit Rating to 'C' From 'CCC+'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on YRC Worldwide Inc. and subsidiary Roadway LLC to 'CC'
from 'B'.  At the same time, S&P lowered the corporate credit
ratings on subsidiaries Yellow Freight System Inc. and Yellow
Corp. to 'C' from 'CCC+' and lowered the ratings on selected
subsidiaries' senior unsecured debt issues to 'C' from 'CCC+'.
All ratings have been placed on CreditWatch with negative
implications.

These actions follow the Overland Park, Kansas-based trucking
company's announcement that it is commencing a tender offer to
purchase its 5% and 3.375% contingent convertible senior notes due
2023 and its 8.5% senior notes due 2010 at substantial discounts
for up to $100 million in cash.  Under its criteria, S&P view a
formal cash tender offer or exchange offer at a discount by a
company under substantial financial pressure as a distressed debt
exchange and tantamount to a default.  S&P will lower its
corporate credit rating on YRC to 'SD' (selective default) and
lower its ratings on issues repurchased under the tender offer to
'D' (default) upon completion of the offer.  S&P will then,
shortly thereafter, assign a new corporate credit rating,
representative of the default risk, post-financial-restructuring.

"Our downgrade does not reflect a perceived increase in YRC's
bankruptcy risk.  Indeed, the tender offer, if successful, will
reduce debt and generate a book gain that will decrease the risk
of a bank covenant default, YRC's greatest near-term credit risk,"
said S&P's credit analyst Anita Ogbara.  "Rather, our downgrade is
based on the fact that YRC is under financial pressure to achieve
that improvement by retiring debt for less than originally
contracted terms."  Similarly, investors' potential willingness to
accept a substantial discount to contractual terms provides
evidence that they have significant doubts about receiving full
payment on obligations that are coming due (or are available to be
put back to the company) less than two years in the future.

YRC is using proceeds previously borrowed under its credit
facility to fund the tender offer.  The tender offer is scheduled
to expire on Dec. 23, 2008.  YRC expects to purchase at least $230
million principal amount of notes resulting in a total debt
reduction of at least $130 million.  The gain on extinguishment of
debt will be included in the company's EBITDA calculation
under the debt-to-EBITDA leverage ratio in the company's credit
agreement.

It is S&P's preliminary expectation that, in the event the tender
offer succeeds and recently proposed wage concessions are approved
by the Teamsters, S&P's new corporate credit rating on YRC will be
no less than 'B' and possibly slightly higher following completion
of the transaction.  S&P recognizes that the new capital structure
should substantially reduce YRC's debt maturities over the next
few years, in addition to meaningfully lowering the company's
outstanding debt.


YELLOW FREIGHT: S&P Cuts Corp. Credit Rating to 'C' From 'CCC+'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on YRC Worldwide Inc. and subsidiary Roadway LLC to 'CC'
from 'B'.  At the same time, S&P lowered the corporate credit
ratings on subsidiaries Yellow Freight System Inc. and Yellow
Corp. to 'C' from 'CCC+' and lowered the ratings on selected
subsidiaries' senior unsecured debt issues to 'C' from 'CCC+'.
All ratings have been placed on CreditWatch with negative
implications.

These actions follow the Overland Park, Kansas-based trucking
company's announcement that it is commencing a tender offer to
purchase its 5% and 3.375% contingent convertible senior notes due
2023 and its 8.5% senior notes due 2010 at substantial discounts
for up to $100 million in cash.  Under its criteria, S&P view a
formal cash tender offer or exchange offer at a discount by a
company under substantial financial pressure as a distressed debt
exchange and tantamount to a default.  S&P will lower its
corporate credit rating on YRC to 'SD' (selective default) and
lower its ratings on issues repurchased under the tender offer to
'D' (default) upon completion of the offer.  S&P will then,
shortly thereafter, assign a new corporate credit rating,
representative of the default risk, post-financial-restructuring.

"Our downgrade does not reflect a perceived increase in YRC's
bankruptcy risk.  Indeed, the tender offer, if successful, will
reduce debt and generate a book gain that will decrease the risk
of a bank covenant default, YRC's greatest near-term credit risk,"
said S&P's credit analyst Anita Ogbara.  "Rather, our downgrade is
based on the fact that YRC is under financial pressure to achieve
that improvement by retiring debt for less than originally
contracted terms."  Similarly, investors' potential willingness to
accept a substantial discount to contractual terms provides
evidence that they have significant doubts about receiving full
payment on obligations that are coming due (or are available to be
put back to the company) less than two years in the future.

YRC is using proceeds previously borrowed under its credit
facility to fund the tender offer.  The tender offer is scheduled
to expire on Dec. 23, 2008.  YRC expects to purchase at least $230
million principal amount of notes resulting in a total debt
reduction of at least $130 million.  The gain on extinguishment of
debt will be included in the company's EBITDA calculation
under the debt-to-EBITDA leverage ratio in the company's credit
agreement.

It is S&P's preliminary expectation that, in the event the tender
offer succeeds and recently proposed wage concessions are approved
by the Teamsters, S&P's new corporate credit rating on YRC will be
no less than 'B' and possibly slightly higher following completion
of the transaction.  S&P recognizes that the new capital structure
should substantially reduce YRC's debt maturities over the next
few years, in addition to meaningfully lowering the company's
outstanding debt.


YRC WORLDWIDE: S&P Junks Corporate Credit Rating; Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on YRC Worldwide Inc. and subsidiary Roadway LLC to 'CC'
from 'B'.  At the same time, S&P lowered the corporate credit
ratings on subsidiaries Yellow Freight System Inc. and Yellow
Corp. to 'C' from 'CCC+' and lowered the ratings on selected
subsidiaries' senior unsecured debt issues to 'C' from 'CCC+'.
All ratings have been placed on CreditWatch with negative
implications.

These actions follow the Overland Park, Kansas-based trucking
company's announcement that it is commencing a tender offer to
purchase its 5% and 3.375% contingent convertible senior notes due
2023 and its 8.5% senior notes due 2010 at substantial discounts
for up to $100 million in cash.  Under its criteria, S&P view a
formal cash tender offer or exchange offer at a discount by a
company under substantial financial pressure as a distressed debt
exchange and tantamount to a default.  S&P will lower its
corporate credit rating on YRC to 'SD' (selective default) and
lower its ratings on issues repurchased under the tender offer to
'D' (default) upon completion of the offer.  S&P will then,
shortly thereafter, assign a new corporate credit rating,
representative of the default risk, post-financial-restructuring.

"Our downgrade does not reflect a perceived increase in YRC's
bankruptcy risk.  Indeed, the tender offer, if successful, will
reduce debt and generate a book gain that will decrease the risk
of a bank covenant default, YRC's greatest near-term credit risk,"
said S&P's credit analyst Anita Ogbara.  "Rather, our downgrade is
based on the fact that YRC is under financial pressure to achieve
that improvement by retiring debt for less than originally
contracted terms."  Similarly, investors' potential willingness to
accept a substantial discount to contractual terms provides
evidence that they have significant doubts about receiving full
payment on obligations that are coming due (or are available to be
put back to the company) less than two years in the future.

YRC is using proceeds previously borrowed under its credit
facility to fund the tender offer.  The tender offer is scheduled
to expire on Dec. 23, 2008.  YRC expects to purchase at least $230
million principal amount of notes resulting in a total debt
reduction of at least $130 million.  The gain on extinguishment of
debt will be included in the company's EBITDA calculation
under the debt-to-EBITDA leverage ratio in the company's credit
agreement.

It is S&P's preliminary expectation that, in the event the tender
offer succeeds and recently proposed wage concessions are approved
by the Teamsters, S&P's new corporate credit rating on YRC will be
no less than 'B' and possibly slightly higher following completion
of the transaction.  S&P recognizes that the new capital structure
should substantially reduce YRC's debt maturities over the next
few years, in addition to meaningfully lowering the company's
outstanding debt.


* Moody's Says Building Materials Industry Outlook Is Negative
--------------------------------------------------------------
The outlook for the North American building materials industry is
negative, reflecting challenging industry conditions and a
recessionary economic environment in the US, says Moody's
Investors Service.

"The industry is facing many pressures, including weak demand,
high costs and tight credit," says Moody's Senior Vice President
Glenn Eckert.  "The overall economic conditions are expected to
worsen over the next 12 months, further pressuring the operating
performance of building materials companies."

The US residential homebuilding market in particular -- which is
burdened by difficult economic conditions -- is likely to
experience further deterioration for a prolonged period of time,
negatively affecting building materials producers who take a
direct hit from the slowdown in lost volumes, says Moody's.

In all, ten consecutive quarters of deteriorating volume and
worsening conditions in US end markets have weakened pricing, says
Eckert.  Volumes will continue to decline in 2009 as commercial
construction begins to contract, following residential.

The economic contraction in the US is causing building materials
consumption to decline across all industry sub-sectors and
geographic regions.  As a result pricing power will likely weaken
over then next year, particularly for ready mixed concrete.
However, while industry fundamentals are more favorable in Canada
and Mexico, contractions in those markets are also likely as local
growth expectations continue to erode, says Mr. Eckert.

According to the ratings agency, the building materials sector
includes companies that are involved in the production of cement,
concrete, and aggregates such as crushed stone, sand and gravel.


* Moody's Says Outlook for Global Airline Industry Stays Negative
-----------------------------------------------------------------
The outlook for the global airline industry remains negative,
based on the view that a weaker demand environment and fuel prices
that remain high relative to historic levels will pressure
profitability, according to Moody's Investors Service.  Airlines'
access to liquidity from external sources will also remain
challenged by uncertainty in the financial markets.

"The challenging operating environment confronting the US airline
industry offers little reason to believe conditions will improve
in the near term," said Moody's VP/Senior Analyst George Godlin.
Although economic conditions in Europe are weakening, some
European airlines remain in a meaningfully stronger financial
position than their US counterparts due to superior cost and
operating structures.

"The US airline industry is more sensitive to the current economic
turbulence than other sectors, given the intense competition in
the industry and weak demand for air travel," said Mr. Godlin.
According to the ratings agency, some US airlines' ratings could
come under further pressure if they are unable to control costs,
particularly fuel and labor.  Ratings of nearly all US airlines
were downgraded and many outlooks were changed to negative from
stable during the first half of 2008, reflecting the deterioration
of liquidity due to weaker passenger demand and high fuel costs.

Some airlines are better positioned to exploit the current
conditions, noted Mr. Godlin.  Those that have robust cash
balances, modest near-term obligations, including debt maturities
and capital spending as well as newer aircrafts that are more
fuel-efficient and require less maintenance, may be able to
preserve their cash balances more effectively.

Plans to replace aging fleets could be challenged by constrained
access to financing, said Moody's.  In addition, weak credit
markets are likely to reduce the ability of the airlines to fund
their scheduled aircraft deliveries, continue meaningful fuel
hedging programs and meet near-term debt maturities.


* S&P Junks Rating on 93 Classes After FGIC Rating Downgrade
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 113
classes of mortgage pass-through certificates from 50 U.S.
residential mortgage-backed securities transactions, following the
lowering of the financial strength rating on the bond insurer,
Financial Guaranty Insurance Co., to CCC/Negative/-- from BB/
Watch Neg/--.

At the same time, S&P placed 164 RMBS ratings on CreditWatch with
negative implications, affirmed six ratings and removed them from
CreditWatch negative, and affirmed 77 additional ratings.  In
total, S&P reviewed 360 FGIC-insured classes from the 142 U.S.
RMBS transactions.  The FGIC downgrade negatively affected 277
FGIC-insured classes from 119 deals.

The lowered ratings on FGIC directly affect the ratings on the 113
downgraded classes because FGIC provides financial guarantees to
all of them, and S&P now rate the insurer 'CCC'.  S&P lowered its
ratings on 93 of the 113 affected classes to 'CCC' and lowered the
remaining 20 to 'B'.  The ratings on the 93 classes lowered to
'CCC' remain linked to the rating on the monoline insurer because
these classes do not have sufficient credit support to sustain
higher ratings on their own. Seventeen of the 20 ratings lowered
to 'B' remain on CreditWatch with negative implications pending
further review.  S&P removed the ratings on the remaining three
classes from Morgan Stanley ABS Capital I Inc. Trust 2007-NC4 from
CreditWatch negative and delinked them from the monoline rating.
S&P placed an additional 164 ratings on CreditWatch negative and
expect to resolve all of the CreditWatch placements after S&P
complete its reviews of the underlying credit enhancement for
these classes.

S&P affirmed the ratings on six additional classes from CWHEQ Home
Equity Loan Trust Series 2006-S5 and removed them from CreditWatch
negative due to a recent review of the classes that indicated that
the inherent credit support was sufficient to sustain the 'BB'
ratings without the benefit of bond insurance.  S&P also delinked
the ratings from the monoline rating.

The affirmations of the ratings on the remaining 77 FGIC-insured
classes, which are all rated 'BB' or higher, reflect recent
reviews that also indicated that the inherent credit support for
those related classes was sufficient to support ratings higher
than the current 'CCC' rating on the monoline.  These ratings
remain delinked from the rating on FGIC.

The current ratings on the FGIC-insured U.S. RMBS classes reflect
the higher of the assigned rating on FGIC and Standard & Poor's
underlying ratings on the related classes.  The CreditWatch
assignments indicate that S&P's review of the related SPUR is
pending.  S&P's will continue to monitor its ratings on all U.S.
RMBS classes insured by FGIC and will take appropriate rating
actions as necessary.


* Federal Reserve Urges Gov't to Mull Steps to Stop Foreclosures
----------------------------------------------------------------
Brian Blackstone at The Wall Street Journal reports that U.S.
Federal Reserve Chairperson Ben Bernanke urged the government on
Thursday to consider steps to prevent foreclosures.

WSJ quoted Mr. Bernanke as saying, "Despite good-faith efforts by
both the private and public sectors, the foreclosure rate remains
too high, with adverse consequences for both those directly
involved and for the broader economy."

Mr. Bernanke suggested that the government could purchase risky
mortgages and refinance them under more favorable terms to
homeowners, WSJ relates.

According to WSJ, Mr. Bernanke estimated that in 2008, lenders are
on track to initiate 2.25 million foreclosure proceedings, twice
more than the rate before the crisis.  WSJ states that Mr.
Bernanke estimated that as many as 15% to 20% mortgages may be
"under water," or more is owed on the house than it is worth.

WSJ reports that the Federal Reserve has lowered official interest
rates sharply.  According to the report, the target federal funds
rate is at 1%, which officials would lower at least 0.5 percentage
point between Dec. 15-16.

Mr. Bernanke, according to WSJ, suggested that the government
could increase participation in the Hope For Homeowners program,
putting delinquent borrowers into new Federal Housing
Administration-insured mortgages.  Mr. Bernanke said that the U.S.
Treasury could purchase Ginnie Mae securities that are tied to
interest rates that borrowers pay to decrease the rate borrowers
pay under the Hope For Homeowners program and "alternatively,
Congress could decide to subsidize the rate," the report states.

The government could also buy "delinquent or at-risk mortgages in
bulk and then refinance them into the (Hope for Homeowners) or
another FHA program," WSJ relates, citing Mr. Bernanke.


* BOND PRICING: For the Week of Dec. 1 - Dec. 5, 2008
-----------------------------------------------------

Company               Coupon      Maturity  Bid Price
-------               ------      --------  ---------
ABITIBI-CONS FIN       7.88%      8/1/2009         75
AFFYMETRIX INC         0.75%    12/15/2033      99.25
AIRTRAN HOLDINGS          7%      7/1/2023       52.9
ALERIS INTL INC          10%    12/15/2016       18.5
AMBASSADORS INTL       3.75%     4/15/2027       29.5
AMD                    5.75%     8/15/2012         38
AMER AXLE & MFG        5.25%     2/11/2014         24
AMER AXLE & MFG        7.88%      3/1/2017         20
AMER GENL FIN             3%    12/15/2008      98.58
AMER GENL FIN           3.1%     6/15/2009         16
AMER GENL FIN           3.1%     7/15/2009         50
AMER GENL FIN           3.3%     7/15/2009      81.84
AMER GENL FIN           3.3%     6/15/2010      50.78
AMER GENL FIN          3.35%     5/15/2009      70.35
AMER GENL FIN           3.4%    10/15/2009      54.27
AMER GENL FIN          3.75%    12/15/2008      92.25
AMER GENL FIN          3.85%     9/15/2009         50
AMER GENL FIN          3.88%    11/15/2009      38.96
AMER GENL FIN             4%     8/15/2009         47
AMER GENL FIN             4%    11/15/2009         50
AMER GENL FIN             4%    11/15/2009      64.93
AMER GENL FIN             4%    12/15/2009      56.49
AMER GENL FIN             4%     3/15/2011      38.79
AMER GENL FIN          4.05%     5/15/2010         55
AMER GENL FIN          4.15%    11/15/2010      10.51
AMER GENL FIN           4.2%     8/15/2009      70.12
AMER GENL FIN           4.2%    10/15/2009      34.13
AMER GENL FIN           4.2%    11/15/2009         35
AMER GENL FIN          4.25%     3/15/2013      29.66
AMER GENL FIN           4.3%     3/15/2009       79.5
AMER GENL FIN           4.3%     6/15/2010       43.3
AMER GENL FIN           4.3%     7/15/2010         45
AMER GENL FIN           4.3%    10/15/2011         40
AMER GENL FIN          4.35%     6/15/2009      70.09
AMER GENL FIN           4.4%     5/15/2009      74.06
AMER GENL FIN           4.4%     7/15/2009         38
AMER GENL FIN           4.4%    12/15/2010      45.25
AMER GENL FIN           4.5%     9/15/2009       59.5
AMER GENL FIN           4.5%     3/15/2010         32
AMER GENL FIN           4.5%    11/15/2010      40.91
AMER GENL FIN           4.5%    11/15/2011         25
AMER GENL FIN          4.55%    10/15/2009       47.5
AMER GENL FIN           4.6%    11/15/2009      45.23
AMER GENL FIN          4.63%     5/15/2009      84.65
AMER GENL FIN          4.63%      9/1/2010         48
AMER GENL FIN          4.63%     3/15/2012        7.1
AMER GENL FIN           4.7%    10/15/2010      39.85
AMER GENL FIN          4.75%     3/15/2009         50
AMER GENL FIN          4.75%     4/15/2010       47.5
AMER GENL FIN          4.75%     6/15/2010       52.7
AMER GENL FIN          4.75%     8/15/2010         30
AMER GENL FIN          4.88%     5/15/2010         55
AMER GENL FIN          4.88%     6/15/2010      37.63
AMER GENL FIN           4.9%     3/15/2012         29
AMER GENL FIN             5%     1/15/2010      33.34
AMER GENL FIN             5%     6/15/2010         42
AMER GENL FIN             5%     9/15/2010         33
AMER GENL FIN             5%    11/15/2010      40.25
AMER GENL FIN             5%    11/15/2010      35.31
AMER GENL FIN             5%    12/15/2010       29.5
AMER GENL FIN             5%    12/15/2010         21
AMER GENL FIN             5%    12/15/2010      30.25
AMER GENL FIN             5%     1/15/2011      37.32
AMER GENL FIN             5%     3/15/2011         40
AMER GENL FIN             5%     6/15/2011      37.32
AMER GENL FIN             5%    12/15/2011         29
AMER GENL FIN             5%     8/15/2012         30
AMER GENL FIN           5.1%     3/15/2011         51
AMER GENL FIN           5.1%     1/15/2012         34
AMER GENL FIN          5.15%     9/15/2009         35
AMER GENL FIN           5.2%     6/15/2010         60
AMER GENL FIN           5.2%     9/15/2010         44
AMER GENL FIN           5.2%     5/15/2011         36
AMER GENL FIN           5.2%    12/15/2011      41.25
AMER GENL FIN           5.2%     5/15/2012      25.13
AMER GENL FIN          5.25%     9/15/2012      15.25
AMER GENL FIN          5.25%    12/15/2012         25
AMER GENL FIN          5.25%    12/15/2012         20
AMER GENL FIN          5.35%     7/15/2010       36.5
AMER GENL FIN          5.35%     9/15/2011         15
AMER GENL FIN          5.38%      9/1/2009      74.18
AMER GENL FIN          5.38%     10/1/2012       37.6
AMER GENL FIN          5.45%     9/15/2009         66
AMER GENL FIN           5.5%    12/15/2010         49
AMER GENL FIN           5.5%     4/15/2011      34.13
AMER GENL FIN           5.5%    12/15/2012       24.9
AMER GENL FIN           5.5%     1/15/2013      29.25
AMER GENL FIN           5.5%     5/15/2014         11
AMER GENL FIN           5.6%     6/15/2011         40
AMER GENL FIN          5.63%     8/17/2011         41
AMER GENL FIN           5.7%     7/15/2014       20.5
AMER GENL FIN          5.75%     5/15/2013      23.89
AMER GENL FIN           5.8%     9/15/2013      25.63
AMER GENL FIN          5.85%     9/15/2012         25
AMER GENL FIN          5.85%      6/1/2013         32
AMER GENL FIN             6%     7/15/2011      34.01
AMER GENL FIN             6%     4/15/2013         29
AMER GENL FIN             6%     4/15/2013         32
AMER GENL FIN             6%    10/15/2014         20
AMER GENL FIN             6%    12/15/2014      21.91
AMER GENL FIN             6%    12/15/2014         20
AMER GENL FIN             6%    12/15/2014         25
AMER GENL FIN          6.25%     7/15/2011         24
AMER GENL FIN          6.75%     7/15/2011      36.03
AMER GENL FIN          6.75%     7/15/2013       21.5
AMER GENL FIN             8%     8/15/2010      51.75
AMER GENL FIN           8.1%     9/15/2011         20
AMER GENL FIN          8.13%     8/15/2009       74.5
AMER GENL FIN          8.15%     8/15/2011         30
AMER GENL FIN          8.45%    10/15/2009         78
AMER MEDIA OPER        8.88%     1/15/2011       52.5
AMER MEDIA OPER       10.25%      5/1/2009         41
AMES TRUE TEMPER         10%     7/15/2012      33.13
AMR CORP               10.4%     3/10/2011       29.5
ANTIGENICS             5.25%      2/1/2025         24
APPLETON PAPERS        9.75%     6/15/2014         32
ARVIN INDUSTRIES       7.13%     3/15/2009      88.78
ASSOC MATERIALS        9.75%     4/15/2012       39.9
ASSURED GUARANTY        6.4%    12/15/2066         15
ATHEROGENICS INC        1.5%      2/1/2012       8.25
ATHEROGENICS INC        4.5%      9/1/2008       7.88
ATHEROGENICS INC        4.5%      3/1/2011       8.25
AVIS BUDGET CAR        7.63%     5/15/2014      23.26
AVIS BUDGET CAR        7.75%     5/15/2016      24.88
BANK NEW ENGLAND       8.75%      4/1/1999       4.53
BANK NEW ENGLAND       9.88%     9/15/1999       4.53
BANKUNITED CAP         3.13%      3/1/2034         10
BEAZER HOMES USA       4.63%     6/15/2024         43
BON-TON DEPT STR      10.25%     3/15/2014      14.44
BORDEN INC             7.88%     2/15/2023         10
BORDEN INC             8.38%     4/15/2016          7
BORDEN INC              9.2%     3/15/2021         15
BOWATER INC            9.38%    12/15/2021      24.91
BRODER BROS CO        11.25%    10/15/2010      29.53
BURLINGTON COAT       11.13%     4/15/2014      24.06
CALLON PETROLEUM       9.75%     12/8/2010         32
CAPITALSOURCE          1.63%     3/15/2034       91.5
CARAUSTAR INDS         7.38%      6/1/2009         65
CCH I LLC              9.92%      4/1/2014         14
CCH I LLC                10%     5/15/2014         12
CCH I/CCH I CP           11%     10/1/2015       20.5
CCH I/CCH I CP           11%     10/1/2015         27
CCH II/CCH II CP      10.25%     9/15/2010       51.5
CCH II/CCH II CP      10.25%     9/15/2010         48
CELL GENESYS INC       3.13%     11/1/2011      39.75
CELL THERAPEUTIC       5.75%    12/15/2011          1
CHAMPION ENTERPR       2.75%     11/1/2037          9
CHARTER COMM HLD         10%      4/1/2009      88.84
CHARTER COMM HLD         10%     5/15/2011         54
CHARTER COMM HLD      11.13%     1/15/2011         51
CHARTER COMM INC        6.5%     10/1/2027       8.25
CHENIERE ENERGY        2.25%      8/1/2012         22
CIRCUS CIRCUS          7.63%     7/15/2013       26.9
CIT GROUP INC          3.38%      4/1/2009      97.22
CIT GROUP INC             5%     9/15/2009      78.25
CIT GROUP INC          5.25%    11/15/2011      39.01
CIT GROUP INC          6.25%     9/15/2009       79.8
CIT GROUP INC          6.75%     3/15/2011       43.5
CIT GROUP INC          7.75%     3/15/2013       38.2
CLAIRE'S STORES        9.25%      6/1/2015       18.5
CLAIRE'S STORES        10.5%      6/1/2017       13.5
CLEAR CHANNEL           4.4%     5/15/2011         25
CLEAR CHANNEL           4.5%     1/15/2010      66.75
CLEAR CHANNEL           4.9%     5/15/2015      14.23
CLEAR CHANNEL             5%     3/15/2012      20.25
CLEAR CHANNEL           5.5%     9/15/2014      14.44
CLEAR CHANNEL           5.5%    12/15/2016      12.31
CLEAR CHANNEL          5.75%     1/15/2013       16.5
CLEAR CHANNEL          6.25%     3/15/2011         32
CLEAR CHANNEL          6.88%     6/15/2018         13
CLEAR CHANNEL          7.25%    10/15/2027         15
CLEAR CHANNEL          7.65%     9/15/2010         56
CMP SUSQUEHANNA        9.88%     5/15/2014          9
COEUR D'ALENE          1.25%     1/15/2024         20
COEUR D'ALENE          3.25%     3/15/2028      24.55
COMPUCREDIT            3.63%     5/30/2025       23.5
CONEXANT SYSTEMS          4%      3/1/2026         45
CONSTAR INTL             11%     12/1/2012       8.25
COOPER-STANDARD        8.38%    12/15/2014         25
CREDENCE SYSTEM         3.5%     5/15/2010      16.55
DAIGR-CALL12/08         5.5%     5/15/2018      99.05
DAIMLERCHRYS NA         5.2%    12/15/2008      98.01
DAYTON SUPERIOR          13%     6/15/2009         50
DECODE GENETICS         3.5%     4/15/2011      11.96
DELPHI CORP             6.5%     8/15/2013        1.5
DELPHI CORP            8.25%    10/15/2033       0.01
DELTA PETROLEUM           7%      4/1/2015       25.5
DEVELOPERS DIVER        3.5%     8/15/2011       43.5
DEVELOPERS DIVER        3.5%     8/15/2011      43.19
DEX MEDIA INC             8%    11/15/2013      13.56
DEX MEDIA WEST          8.5%     8/15/2010         62
DEX MEDIA WEST         9.88%     8/15/2013         19
DUNE ENERGY INC        10.5%      6/1/2012         37
EL POLLO LOCO         11.75%    11/15/2013       25.5
ENERGY XXI GULF          10%     6/15/2013         40
EOP OPERATING LP        4.1%    12/15/2008      95.95
EOP OPERATING LP       4.75%     3/15/2014      15.64
EOP OPERATING LP        4.8%     4/15/2009       88.3
EQUINIX INC             2.5%     2/15/2024         59
EQUISTAR CHEMICA       7.55%     2/15/2026      18.25
EVERGREEN SOLAR           4%     7/15/2013      30.72
FIBERTOWER CORP           9%    11/15/2012      30.25
FINLAY FINE JWLY       8.38%      6/1/2012         11
FIRST DATA CORP         3.9%     10/1/2009       52.1
FIRST DATA CORP         4.7%      8/1/2013         26
FIRST DATA CORP        4.95%     6/15/2015         19
FIRST DATA CORP         5.8%    12/15/2008       92.7
FLOTEK INDS            5.25%     2/15/2028       23.5
FORD HOLDINGS           9.3%      3/1/2030         22
FORD HOLDINGS          9.38%      3/1/2020      21.65
FORD MOTOR CO           7.7%     5/15/2097         21
FORD MOTOR CO          7.75%     6/15/2043      19.75
FORD MOTOR CO           8.9%     1/15/2032         20
FORD MOTOR CO          9.22%     9/15/2021       24.5
FORD MOTOR CO           9.5%     9/15/2011         37
FORD MOTOR CO          9.98%     2/15/2047         20
FORD MOTOR CRED        4.25%     1/20/2009         78
FORD MOTOR CRED         4.3%     3/20/2009         61
FORD MOTOR CRED        4.35%     2/20/2009      72.32
FORD MOTOR CRED         4.4%     1/20/2009      87.93
FORD MOTOR CRED        4.45%     4/20/2009      79.73
FORD MOTOR CRED         4.5%     2/20/2009       83.9
FORD MOTOR CRED         4.5%     3/20/2009      80.57
FORD MOTOR CRED         4.6%    12/22/2008      97.74
FORD MOTOR CRED         4.6%     1/20/2009       79.2
FORD MOTOR CRED        4.65%     4/20/2009      71.63
FORD MOTOR CRED         4.7%     4/20/2009      70.08
FORD MOTOR CRED        4.75%    12/22/2008       98.1
FORD MOTOR CRED         4.8%     7/20/2009         58
FORD MOTOR CRED         4.9%     5/20/2009      69.16
FORD MOTOR CRED         4.9%     9/21/2009         50
FORD MOTOR CRED         4.9%    10/20/2009       52.7
FORD MOTOR CRED         4.9%    10/20/2009      62.68
FORD MOTOR CRED        4.95%    10/20/2009      61.68
FORD MOTOR CRED           5%     8/20/2009      70.82
FORD MOTOR CRED           5%     8/20/2009      74.77
FORD MOTOR CRED           5%     9/21/2009         45
FORD MOTOR CRED           5%     9/21/2009      62.75
FORD MOTOR CRED           5%     9/21/2009         74
FORD MOTOR CRED           5%    10/20/2009      69.75
FORD MOTOR CRED           5%     1/20/2011      23.68
FORD MOTOR CRED        5.05%     9/21/2009       64.3
FORD MOTOR CRED         5.1%    12/22/2008      88.86
FORD MOTOR CRED         5.1%    12/22/2008       97.2
FORD MOTOR CRED         5.1%     7/20/2009      71.61
FORD MOTOR CRED         5.1%     8/20/2009      70.83
FORD MOTOR CRED         5.1%    11/20/2009      64.25
FORD MOTOR CRED         5.1%     2/22/2011      51.87
FORD MOTOR CRED        5.15%    11/20/2009      40.44
FORD MOTOR CRED        5.15%    11/20/2009      46.35
FORD MOTOR CRED        5.15%    11/20/2009      42.32
FORD MOTOR CRED        5.15%     1/20/2011         17
FORD MOTOR CRED         5.2%     7/20/2009      72.43
FORD MOTOR CRED         5.2%     3/21/2011      31.58
FORD MOTOR CRED         5.2%     3/21/2011       19.6
FORD MOTOR CRED        5.25%     6/22/2009         60
FORD MOTOR CRED        5.25%    12/21/2009      61.12
FORD MOTOR CRED        5.25%    12/21/2009      63.37
FORD MOTOR CRED        5.25%     1/20/2010      35.12
FORD MOTOR CRED        5.25%     2/22/2011      35.27
FORD MOTOR CRED        5.25%     3/21/2011      20.06
FORD MOTOR CRED        5.25%     3/21/2011       35.6
FORD MOTOR CRED         5.3%     3/21/2011      35.26
FORD MOTOR CRED         5.3%     4/20/2011      31.76
FORD MOTOR CRED        5.35%     5/20/2009      68.62
FORD MOTOR CRED        5.35%     6/22/2009      56.88
FORD MOTOR CRED        5.35%    12/21/2009       69.7
FORD MOTOR CRED        5.35%     2/22/2011       33.9
FORD MOTOR CRED         5.4%     6/22/2009      73.74
FORD MOTOR CRED         5.4%    12/21/2009       52.6
FORD MOTOR CRED         5.4%     9/20/2011      22.89
FORD MOTOR CRED         5.4%    10/20/2011         21
FORD MOTOR CRED         5.4%    10/20/2011      16.81
FORD MOTOR CRED        5.45%     4/20/2011      28.68
FORD MOTOR CRED        5.45%    10/20/2011      24.16
FORD MOTOR CRED         5.5%     6/22/2009      71.32
FORD MOTOR CRED         5.5%     6/22/2009      73.29
FORD MOTOR CRED         5.5%     1/20/2010      44.35
FORD MOTOR CRED         5.5%     2/22/2010      40.66
FORD MOTOR CRED         5.5%     2/22/2010      59.17
FORD MOTOR CRED         5.5%     2/22/2010      62.45
FORD MOTOR CRED         5.5%     4/20/2011       23.8
FORD MOTOR CRED         5.5%     9/20/2011      23.57
FORD MOTOR CRED         5.5%    10/20/2011       25.3
FORD MOTOR CRED        5.55%     6/21/2010      40.06
FORD MOTOR CRED        5.55%     8/22/2011      19.51
FORD MOTOR CRED        5.55%     9/20/2011      19.56
FORD MOTOR CRED         5.6%    12/20/2010       28.5
FORD MOTOR CRED         5.6%     4/20/2011         33
FORD MOTOR CRED         5.6%     8/22/2011         19
FORD MOTOR CRED         5.6%     9/20/2011      23.21
FORD MOTOR CRED         5.6%    11/21/2011      18.38
FORD MOTOR CRED        5.65%    12/20/2010         51
FORD MOTOR CRED        5.65%     5/20/2011         25
FORD MOTOR CRED        5.65%     7/20/2011      26.56
FORD MOTOR CRED        5.65%    11/21/2011      16.58
FORD MOTOR CRED        5.65%    11/21/2011      16.43
FORD MOTOR CRED         5.7%     1/15/2010      64.88
FORD MOTOR CRED         5.7%     3/22/2010         55
FORD MOTOR CRED         5.7%     5/20/2011      21.25
FORD MOTOR CRED         5.7%    12/20/2011      14.85
FORD MOTOR CRED        5.75%     1/20/2010      35.32
FORD MOTOR CRED        5.75%     3/22/2010      43.17
FORD MOTOR CRED        5.75%     6/21/2010         45
FORD MOTOR CRED        5.75%    10/20/2010      29.13
FORD MOTOR CRED        5.75%     8/22/2011       16.7
FORD MOTOR CRED        5.75%    12/20/2011      15.67
FORD MOTOR CRED        5.75%     2/21/2012      21.24
FORD MOTOR CRED        5.75%     1/21/2014       20.2
FORD MOTOR CRED        5.75%     2/20/2014         12
FORD MOTOR CRED         5.8%     1/12/2009         93
FORD MOTOR CRED         5.8%     8/22/2011      23.52
FORD MOTOR CRED        5.85%     5/20/2010         44
FORD MOTOR CRED        5.85%     6/21/2010      40.12
FORD MOTOR CRED        5.85%     7/20/2010      30.03
FORD MOTOR CRED        5.85%     1/20/2012         33
FORD MOTOR CRED         5.9%     7/20/2011      21.66
FORD MOTOR CRED         5.9%     2/21/2012       18.2
FORD MOTOR CRED        5.95%     5/20/2010      35.92
FORD MOTOR CRED           6%     2/22/2010      56.58
FORD MOTOR CRED           6%     6/21/2010      36.24
FORD MOTOR CRED           6%    10/20/2010         41
FORD MOTOR CRED           6%    10/20/2010       28.5
FORD MOTOR CRED           6%    12/20/2010         40
FORD MOTOR CRED           6%     1/20/2012      21.73
FORD MOTOR CRED           6%     1/21/2014      21.39
FORD MOTOR CRED           6%     3/20/2014      17.62
FORD MOTOR CRED           6%     3/20/2014         24
FORD MOTOR CRED           6%     3/20/2014       25.2
FORD MOTOR CRED           6%     3/20/2014         29
FORD MOTOR CRED           6%    11/20/2014       20.1
FORD MOTOR CRED           6%    11/20/2014         25
FORD MOTOR CRED        6.05%     7/20/2010         42
FORD MOTOR CRED        6.05%     9/20/2010         46
FORD MOTOR CRED        6.05%     6/20/2011         29
FORD MOTOR CRED        6.05%     2/20/2014      23.03
FORD MOTOR CRED        6.05%     4/21/2014       20.2
FORD MOTOR CRED        6.05%    12/22/2014         18
FORD MOTOR CRED        6.05%     2/20/2015         20
FORD MOTOR CRED         6.1%     6/20/2011      48.15
FORD MOTOR CRED         6.1%     2/20/2015      21.51
FORD MOTOR CRED        6.15%     7/20/2010      45.91
FORD MOTOR CRED        6.15%     9/20/2010         49
FORD MOTOR CRED        6.15%     5/20/2011      25.76
FORD MOTOR CRED        6.15%    12/22/2014         19
FORD MOTOR CRED        6.15%     1/20/2015         19
FORD MOTOR CRED         6.2%     5/20/2011         23
FORD MOTOR CRED         6.2%     6/20/2011      30.74
FORD MOTOR CRED         6.2%     4/21/2014         20
FORD MOTOR CRED        6.25%     6/20/2011      29.26
FORD MOTOR CRED        6.25%     6/20/2011      19.51
FORD MOTOR CRED        6.25%    12/20/2013      22.19
FORD MOTOR CRED        6.25%    12/20/2013         33
FORD MOTOR CRED        6.25%     4/21/2014         25
FORD MOTOR CRED         6.3%     3/22/2010       44.4
FORD MOTOR CRED         6.3%     5/20/2010         44
FORD MOTOR CRED         6.3%     5/20/2014      17.25
FORD MOTOR CRED        6.35%     9/20/2010      31.22
FORD MOTOR CRED        6.35%     9/20/2010         46
FORD MOTOR CRED        6.35%     4/21/2014         23
FORD MOTOR CRED         6.4%     8/20/2010         50
FORD MOTOR CRED         6.5%     8/20/2010       46.3
FORD MOTOR CRED         6.5%    12/20/2013         23
FORD MOTOR CRED         6.5%     2/20/2015       6.75
FORD MOTOR CRED         6.5%     3/20/2015      21.67
FORD MOTOR CRED        6.55%     8/20/2010      35.69
FORD MOTOR CRED        6.55%     7/21/2014      12.38
FORD MOTOR CRED        6.65%    10/21/2013         24
FORD MOTOR CRED        6.65%     6/20/2014      20.91
FORD MOTOR CRED        6.75%    10/21/2013         21
FORD MOTOR CRED        6.75%     6/20/2014       9.61
FORD MOTOR CRED         6.8%     6/20/2014         23
FORD MOTOR CRED        6.85%     9/20/2013      23.55
FORD MOTOR CRED        6.85%     5/20/2014       29.5
FORD MOTOR CRED        6.85%     6/20/2014      10.59
FORD MOTOR CRED        6.95%     4/20/2010         40
FORD MOTOR CRED        6.95%     5/20/2014         27
FORD MOTOR CRED           7%     7/20/2010      56.41
FORD MOTOR CRED           7%    11/26/2011      26.45
FORD MOTOR CRED           7%     8/15/2012         20
FORD MOTOR CRED        7.05%     9/20/2013      13.25
FORD MOTOR CRED         7.1%     9/20/2010         39
FORD MOTOR CRED         7.1%     9/20/2013         24
FORD MOTOR CRED        7.15%     8/20/2010         53
FORD MOTOR CRED        7.15%     8/20/2010         52
FORD MOTOR CRED         7.2%     9/27/2010      53.82
FORD MOTOR CRED        7.25%     3/22/2010      43.06
FORD MOTOR CRED        7.25%    10/25/2011      48.02
FORD MOTOR CRED        7.25%     7/20/2017      19.07
FORD MOTOR CRED        7.38%    10/28/2009       68.5
FORD MOTOR CRED        7.38%      2/1/2011         53
FORD MOTOR CRED         7.4%     8/21/2017      22.14
FORD MOTOR CRED         7.5%     4/25/2011      35.88
FORD MOTOR CRED        7.88%     6/15/2010         56
FORD MOTOR CRED        8.63%     11/1/2010         57
FORD MOTOR CRED        9.75%     9/15/2010       57.5
FORD MOTOR CRED        9.88%     8/10/2011       52.5
FRANKLIN BANK             4%      5/1/2027       0.02
FREESCALE SEMICO      10.13%    12/15/2016       29.5
FREMONT GEN CORP       7.88%     3/17/2009         40
GENCORP INC               4%     1/16/2024         58
GENERAL MOTORS         6.75%      5/1/2028      15.25
GENERAL MOTORS         7.13%     7/15/2013         24
GENERAL MOTORS          7.2%     1/15/2011       24.5
GENERAL MOTORS         7.38%     5/23/2048      17.98
GENERAL MOTORS          7.4%      9/1/2025         14
GENERAL MOTORS          7.7%     4/15/2016       16.5
GENERAL MOTORS          8.1%     6/15/2024         14
GENERAL MOTORS         8.25%     7/15/2023      18.25
GENERAL MOTORS         8.38%     7/15/2033         17
GENERAL MOTORS          8.8%      3/1/2021       15.9
GENERAL MOTORS          9.4%     7/15/2021      24.25
GENERAL MOTORS         9.45%     11/1/2011      26.36
GENWORTH FINL          4.75%     6/15/2009      83.67
GENWORTH FINL          5.65%     6/15/2012      37.88
GENWORTH GLOBAL        5.38%     9/15/2011         43
GENWORTH GLOBAL        5.65%     7/15/2016         13
GENWORTH GLOBAL         6.1%     4/15/2033         10
GEORGIA GULF CRP      10.75%    10/15/2016       29.5
GGP LP                 3.98%     4/15/2027        8.8
GMAC LLC                4.1%     3/15/2009       45.5
GMAC LLC                4.1%     3/15/2009      66.42
GMAC LLC               4.25%     3/15/2009       61.1
GMAC LLC               4.25%     3/15/2009      73.07
GMAC LLC                4.5%     4/15/2009       56.5
GMAC LLC                4.6%     4/15/2009         30
GMAC LLC                4.7%     5/15/2009      37.95
GMAC LLC               4.85%     5/15/2009      65.63
GMAC LLC                4.9%    10/15/2009      35.05
GMAC LLC                4.9%    10/15/2009      35.05
GMAC LLC               4.95%    10/15/2009         37
GMAC LLC                  5%     8/15/2009      28.06
GMAC LLC                  5%     8/15/2009      38.05
GMAC LLC                  5%     9/15/2009         36
GMAC LLC                  5%     9/15/2009      38.05
GMAC LLC                  5%     9/15/2009         33
GMAC LLC                  5%    10/15/2009         40
GMAC LLC               5.05%     7/15/2009         45
GMAC LLC                5.1%     7/15/2009      38.05
GMAC LLC                5.1%     8/15/2009         34
GMAC LLC                5.1%     9/15/2009         39
GMAC LLC                5.2%    11/15/2009       38.5
GMAC LLC                5.2%    11/15/2009       33.5
GMAC LLC               5.25%     5/15/2009      67.05
GMAC LLC               5.25%     6/15/2009      37.95
GMAC LLC               5.25%     7/15/2009      35.54
GMAC LLC               5.25%     7/15/2009         30
GMAC LLC               5.25%     8/15/2009         31
GMAC LLC               5.25%     8/15/2009      38.05
GMAC LLC               5.25%    11/15/2009      33.05
GMAC LLC               5.25%    11/15/2009      35.88
GMAC LLC               5.25%     1/15/2014      14.93
GMAC LLC                5.3%     1/15/2010      32.05
GMAC LLC               5.35%     6/15/2009      37.95
GMAC LLC               5.35%    11/15/2009       39.5
GMAC LLC               5.35%    12/15/2009       36.5
GMAC LLC               5.35%    12/15/2009      33.05
GMAC LLC               5.35%     1/15/2014       18.5
GMAC LLC                5.4%     5/15/2009         29
GMAC LLC                5.4%     6/15/2009         29
GMAC LLC                5.4%    12/15/2009         35
GMAC LLC                5.4%    12/15/2009         32
GMAC LLC                5.5%     6/15/2009      38.12
GMAC LLC                5.5%     1/15/2010      25.25
GMAC LLC               5.63%     5/15/2009       66.5
GMAC LLC                5.7%     6/15/2013         12
GMAC LLC                5.7%    10/15/2013      12.14
GMAC LLC                5.7%    12/15/2013       17.1
GMAC LLC               5.75%     1/15/2010      25.04
GMAC LLC               5.75%     1/15/2014         14
GMAC LLC               5.85%     2/15/2010      31.05
GMAC LLC               5.85%     5/15/2013      16.06
GMAC LLC               5.85%     6/15/2013      12.68
GMAC LLC               5.85%     6/15/2013         13
GMAC LLC                5.9%    12/15/2013      14.86
GMAC LLC                5.9%    12/15/2013       17.1
GMAC LLC                5.9%     1/15/2019       9.75
GMAC LLC                5.9%     1/15/2019       14.7
GMAC LLC                5.9%     2/15/2019       14.5
GMAC LLC                  6%     3/15/2009      92.13
GMAC LLC                  6%     4/15/2009       52.2
GMAC LLC                  6%     1/15/2010      27.44
GMAC LLC                  6%     2/15/2010      31.05
GMAC LLC                  6%     2/15/2010       28.5
GMAC LLC                  6%      4/1/2011         36
GMAC LLC                  6%    12/15/2011         40
GMAC LLC                  6%     7/15/2013         19
GMAC LLC                  6%    11/15/2013         15
GMAC LLC                  6%    12/15/2013         14
GMAC LLC                  6%     2/15/2019      12.03
GMAC LLC                  6%     2/15/2019         12
GMAC LLC                  6%     2/15/2019      12.16
GMAC LLC                  6%     3/15/2019       10.8
GMAC LLC                  6%     3/15/2019      10.44
GMAC LLC                  6%     3/15/2019       11.3
GMAC LLC                  6%     3/15/2019       12.5
GMAC LLC                  6%     3/15/2019       11.5
GMAC LLC                  6%     4/15/2019         10
GMAC LLC                  6%     9/15/2019      15.76
GMAC LLC                  6%     9/15/2019      12.75
GMAC LLC               6.05%     3/15/2009      73.16
GMAC LLC               6.05%     3/15/2010         25
GMAC LLC               6.05%     8/15/2019      14.72
GMAC LLC               6.05%    10/15/2019      12.25
GMAC LLC                6.1%     3/15/2009         60
GMAC LLC                6.1%     4/15/2009      37.91
GMAC LLC                6.1%     4/15/2009       34.9
GMAC LLC                6.1%     5/15/2013         25
GMAC LLC                6.1%    11/15/2013         12
GMAC LLC                6.1%     9/15/2019      12.63
GMAC LLC               6.13%    10/15/2019         17
GMAC LLC               6.15%     4/15/2009       52.1
GMAC LLC               6.15%     3/15/2010      30.05
GMAC LLC               6.15%     9/15/2013         21
GMAC LLC               6.15%    11/15/2013       15.5
GMAC LLC               6.15%    12/15/2013       15.2
GMAC LLC               6.15%     8/15/2019      11.59
GMAC LLC               6.15%     9/15/2019       17.5
GMAC LLC               6.15%    10/15/2019        9.5
GMAC LLC                6.2%    11/15/2013      13.95
GMAC LLC                6.2%     4/15/2019      11.32
GMAC LLC               6.25%    12/15/2008         92
GMAC LLC               6.25%     5/15/2009      87.76
GMAC LLC               6.25%     6/15/2009      85.66
GMAC LLC               6.25%     3/15/2013       15.1
GMAC LLC               6.25%     7/15/2013      20.87
GMAC LLC               6.25%    10/15/2013      14.05
GMAC LLC               6.25%    11/15/2013         11
GMAC LLC               6.25%    12/15/2018      13.16
GMAC LLC               6.25%     1/15/2019      13.91
GMAC LLC               6.25%     4/15/2019      13.88
GMAC LLC               6.25%     5/15/2019      13.94
GMAC LLC               6.25%     7/15/2019      11.32
GMAC LLC                6.3%     3/15/2013       12.6
GMAC LLC                6.3%    10/15/2013      11.68
GMAC LLC                6.3%    11/15/2013         17
GMAC LLC                6.3%     8/15/2019      15.85
GMAC LLC                6.3%     8/15/2019      13.18
GMAC LLC               6.35%     5/15/2013       15.5
GMAC LLC               6.35%     4/15/2019      14.44
GMAC LLC               6.35%     7/15/2019       13.2
GMAC LLC               6.35%     7/15/2019         10
GMAC LLC               6.38%     6/15/2010      47.95
GMAC LLC               6.38%     1/15/2014      25.67
GMAC LLC                6.4%     3/15/2013       16.5
GMAC LLC                6.4%    12/15/2018      12.13
GMAC LLC                6.4%    11/15/2019         15
GMAC LLC                6.4%    11/15/2019      15.38
GMAC LLC               6.45%     2/15/2013       15.5
GMAC LLC                6.5%     6/15/2009      40.63
GMAC LLC                6.5%    10/15/2009         43
GMAC LLC                6.5%     3/15/2010         25
GMAC LLC                6.5%     5/15/2012       19.5
GMAC LLC                6.5%     7/15/2012       19.6
GMAC LLC                6.5%     2/15/2013         12
GMAC LLC                6.5%     3/15/2013       16.6
GMAC LLC                6.5%     4/15/2013         17
GMAC LLC                6.5%     5/15/2013         11
GMAC LLC                6.5%     6/15/2013         25
GMAC LLC                6.5%     8/15/2013         13
GMAC LLC                6.5%    11/15/2013      12.98
GMAC LLC                6.5%     6/15/2018      12.89
GMAC LLC                6.5%    11/15/2018         13
GMAC LLC                6.5%    12/15/2018         12
GMAC LLC                6.5%    12/15/2018       16.2
GMAC LLC                6.5%     5/15/2019       16.5
GMAC LLC                6.5%     1/15/2020       14.5
GMAC LLC               6.55%    12/15/2019         19
GMAC LLC               6.55%    12/15/2019       22.8
GMAC LLC                6.6%     8/15/2016       14.5
GMAC LLC                6.6%     5/15/2018       12.7
GMAC LLC                6.6%     6/15/2019       9.89
GMAC LLC                6.6%     6/15/2019      10.87
GMAC LLC               6.63%    10/15/2011       18.5
GMAC LLC               6.65%     6/15/2018       16.5
GMAC LLC               6.65%    10/15/2018      21.02
GMAC LLC               6.65%    10/15/2018      12.63
GMAC LLC                6.7%     6/15/2009      36.52
GMAC LLC                6.7%     7/15/2009      35.13
GMAC LLC                6.7%     5/15/2014       16.4
GMAC LLC                6.7%     5/15/2014         18
GMAC LLC                6.7%     6/15/2014       16.1
GMAC LLC                6.7%     8/15/2016      12.63
GMAC LLC                6.7%     6/15/2018       12.2
GMAC LLC                6.7%     6/15/2018      12.09
GMAC LLC                6.7%    11/15/2018       12.5
GMAC LLC                6.7%     6/15/2019         12
GMAC LLC                6.7%    12/15/2019         16
GMAC LLC               6.75%    11/15/2009      38.22
GMAC LLC               6.75%     9/15/2011      12.15
GMAC LLC               6.75%    10/15/2011      19.63
GMAC LLC               6.75%    10/15/2011         20
GMAC LLC               6.75%     7/15/2012         17
GMAC LLC               6.75%     9/15/2012      12.57
GMAC LLC               6.75%     9/15/2012         15
GMAC LLC               6.75%    10/15/2012         16
GMAC LLC               6.75%     4/15/2013       22.1
GMAC LLC               6.75%     4/15/2013         10
GMAC LLC               6.75%     7/15/2016         11
GMAC LLC               6.75%     8/15/2016      11.27
GMAC LLC               6.75%     9/15/2016      15.88
GMAC LLC               6.75%     6/15/2017       14.5
GMAC LLC               6.75%     3/15/2018       14.5
GMAC LLC               6.75%     7/15/2018      11.95
GMAC LLC               6.75%     9/15/2018         11
GMAC LLC               6.75%    10/15/2018      13.51
GMAC LLC               6.75%    11/15/2018      11.75
GMAC LLC               6.75%     5/15/2019         10
GMAC LLC               6.75%     5/15/2019         12
GMAC LLC               6.75%     6/15/2019         10
GMAC LLC               6.75%     6/15/2019      13.45
GMAC LLC                6.8%     7/15/2009      39.08
GMAC LLC                6.8%    11/15/2009      65.91
GMAC LLC                6.8%     2/15/2013      14.63
GMAC LLC                6.8%     4/15/2013         17
GMAC LLC                6.8%     9/15/2018      11.47
GMAC LLC                6.8%    10/15/2018         11
GMAC LLC               6.85%     7/15/2009      65.94
GMAC LLC               6.85%    10/15/2009      39.12
GMAC LLC               6.85%     5/15/2018       15.8
GMAC LLC               6.88%     8/28/2012      38.82
GMAC LLC               6.88%    10/15/2012         21
GMAC LLC               6.88%     4/15/2013         14
GMAC LLC               6.88%     8/15/2016      10.22
GMAC LLC               6.88%     7/15/2018       14.5
GMAC LLC                6.9%     6/15/2009      36.88
GMAC LLC                6.9%     6/15/2017      12.54
GMAC LLC                6.9%     7/15/2018      16.45
GMAC LLC                6.9%     8/15/2018         11
GMAC LLC               6.95%     8/15/2009         35
GMAC LLC               6.95%     6/15/2017      12.04
GMAC LLC                  7%     3/15/2009      89.82
GMAC LLC                  7%     3/15/2009       92.5
GMAC LLC                  7%     7/15/2009         40
GMAC LLC                  7%     8/15/2009      29.41
GMAC LLC                  7%     9/15/2009      39.24
GMAC LLC                  7%     9/15/2009      31.75
GMAC LLC                  7%    10/15/2009         40
GMAC LLC                  7%    10/15/2009         32
GMAC LLC                  7%    11/15/2009      39.79
GMAC LLC                  7%    11/15/2009      58.34
GMAC LLC                  7%    12/15/2009         32
GMAC LLC                  7%     1/15/2010      50.53
GMAC LLC                  7%     3/15/2010      19.19
GMAC LLC                  7%    10/15/2011       13.5
GMAC LLC                  7%     9/15/2012       17.1
GMAC LLC                  7%    10/15/2012       16.5
GMAC LLC                  7%    11/15/2012         14
GMAC LLC                  7%    12/15/2012         17
GMAC LLC                  7%     1/15/2013         15
GMAC LLC                  7%     6/15/2017       9.13
GMAC LLC                  7%     7/15/2017      11.43
GMAC LLC                  7%     2/15/2018         13
GMAC LLC                  7%     2/15/2018      10.61
GMAC LLC                  7%     2/15/2018      13.48
GMAC LLC                  7%     3/15/2018      11.39
GMAC LLC                  7%     5/15/2018      15.83
GMAC LLC                  7%     8/15/2018         11
GMAC LLC                  7%     9/15/2018      13.35
GMAC LLC                  7%     6/15/2022       12.5
GMAC LLC                  7%    11/15/2023         11
GMAC LLC                  7%    11/15/2024      12.87
GMAC LLC               7.05%    10/15/2009       57.5
GMAC LLC               7.05%     3/15/2018       15.2
GMAC LLC               7.05%     3/15/2018         14
GMAC LLC               7.05%     4/15/2018      10.85
GMAC LLC                7.1%     9/15/2012       12.6
GMAC LLC                7.1%     1/15/2013       15.1
GMAC LLC                7.1%     1/15/2013      13.13
GMAC LLC               7.13%     8/15/2009      37.95
GMAC LLC               7.13%     8/15/2012         15
GMAC LLC               7.13%    12/15/2012       13.7
GMAC LLC               7.13%    10/15/2017      17.43
GMAC LLC               7.15%     8/15/2009         41
GMAC LLC               7.15%     8/15/2010      53.72
GMAC LLC               7.15%    11/15/2012         36
GMAC LLC               7.15%     9/15/2018         14
GMAC LLC                7.2%     8/15/2009      27.93
GMAC LLC                7.2%    10/15/2017       9.88
GMAC LLC                7.2%    10/15/2017         12
GMAC LLC               7.25%    11/15/2009      31.88
GMAC LLC               7.25%     1/15/2010         47
GMAC LLC               7.25%     8/15/2012         12
GMAC LLC               7.25%    12/15/2012      13.14
GMAC LLC               7.25%    12/15/2012       14.5
GMAC LLC               7.25%     9/15/2017       14.5
GMAC LLC               7.25%     9/15/2017         12
GMAC LLC               7.25%     9/15/2017         13
GMAC LLC               7.25%     9/15/2017      13.75
GMAC LLC               7.25%     1/15/2018      14.06
GMAC LLC               7.25%     4/15/2018      10.95
GMAC LLC               7.25%     4/15/2018      12.27
GMAC LLC               7.25%     8/15/2018      10.89
GMAC LLC               7.25%     8/15/2018         12
GMAC LLC               7.25%     9/15/2018       13.1
GMAC LLC               7.25%     3/15/2025      15.79
GMAC LLC                7.3%    12/15/2017      13.81
GMAC LLC                7.3%     1/15/2018         11
GMAC LLC                7.3%     1/15/2018      10.22
GMAC LLC               7.35%     4/15/2018          7
GMAC LLC               7.38%    11/15/2016       11.5
GMAC LLC               7.38%     4/15/2018      10.98
GMAC LLC                7.4%    12/15/2017          9
GMAC LLC                7.5%    10/15/2012       15.5
GMAC LLC                7.5%    11/15/2016       15.8
GMAC LLC                7.5%     8/15/2017      12.75
GMAC LLC                7.5%    11/15/2017      13.26
GMAC LLC                7.5%    11/15/2017      10.69
GMAC LLC                7.5%    12/15/2017       13.5
GMAC LLC                7.5%    12/15/2017         12
GMAC LLC               7.63%    11/15/2012         15
GMAC LLC                7.7%     8/15/2010       57.7
GMAC LLC               7.75%    10/15/2012         13
GMAC LLC               7.75%    10/15/2017      13.25
GMAC LLC               7.85%     8/15/2010      56.24
GMAC LLC               7.88%    11/15/2012         18
GMAC LLC                  8%     6/15/2010         25
GMAC LLC                  8%     6/15/2010         24
GMAC LLC                  8%     6/15/2010      35.77
GMAC LLC                  8%     7/15/2010      21.38
GMAC LLC                  8%     7/15/2010         24
GMAC LLC                  8%     9/15/2010       57.5
GMAC LLC                  8%     8/15/2015         16
GMAC LLC                  8%    10/15/2017      21.24
GMAC LLC                  8%    11/15/2017       21.5
GMAC LLC               8.05%     4/15/2010         30
GMAC LLC               8.13%     9/15/2009      80.65
GMAC LLC               8.13%    11/15/2017         21
GMAC LLC                8.2%     7/15/2010      22.43
GMAC LLC                8.4%     4/15/2010      22.24
GMAC LLC                8.4%     8/15/2015       25.1
GMAC LLC                8.5%     5/15/2010      24.66
GMAC LLC                8.5%    10/15/2010         35
GMAC LLC                8.5%    10/15/2010       40.5
GMAC LLC                8.5%     8/15/2015      15.07
GMAC LLC               8.65%     8/15/2015         13
GMAC LLC               8.88%      6/1/2010      30.25
GMAC LLC                  9%     7/15/2015       13.5
GMAC LLC                  9%     7/15/2020      15.05
GREAT ATLA & PAC       5.13%     6/15/2011      51.58
HARRAHS OPER CO        5.38%    12/15/2013      20.18
HARRAHS OPER CO         5.5%      7/1/2010         53
HARRAHS OPER CO        5.63%      6/1/2015      13.75
HARRAHS OPER CO        5.75%     10/1/2017      14.06
HARRAHS OPER CO         6.5%      6/1/2016       13.5
HARRAHS OPER CO           8%      2/1/2011         35
HARRY & DAVID OP          9%      3/1/2013         37
HAWAIIAN TELCOM        9.75%      5/1/2013        4.5
HAWAIIAN TELCOM        12.5%      5/1/2015        2.5
HAWKER BEECHCRAF       9.75%      4/1/2017         24
HEADWATERS INC         2.88%      6/1/2016         45
HILTON HOTELS           7.2%    12/15/2009      85.75
HILTON HOTELS           7.5%    12/15/2017       13.5
HUMAN GENOME           2.25%    10/15/2011         35
HUMAN GENOME           2.25%     8/15/2012       20.5
HUTCHINSON TECH        3.25%     1/15/2026         24
IDEARC INC                8%    11/15/2016       8.97
INN OF THE MOUNT         12%    11/15/2010      39.63
INTCOMEX INC          11.75%     1/15/2011         49
INTL LEASE FIN         4.95%    11/15/2009      70.75
INTL LEASE FIN         4.95%     3/15/2010      65.57
INTL LEASE FIN            5%     4/15/2010      82.33
INTL LEASE FIN            5%     6/15/2010      60.75
INTL LEASE FIN            5%     6/15/2012         20
INTL LEASE FIN         5.05%     3/15/2010      40.02
INTL LEASE FIN          5.1%    11/15/2009       73.9
INTL LEASE FIN         5.15%     3/15/2010      60.26
INTL LEASE FIN         5.25%     8/15/2009      46.03
INTL LEASE FIN         5.35%     4/15/2011         15
INTL LEASE FIN         5.45%     4/15/2012         34
INTL LEASE FIN          5.5%     4/15/2012       22.5
INTL LEASE FIN          5.6%     5/15/2009         70
INTL LEASE FIN          5.7%     4/15/2013      10.03
INTL LEASE FIN         5.95%     4/15/2013      22.25
INTL LEASE FIN         6.25%     7/15/2010      43.31
INTL LEASE FIN         6.38%     3/15/2009       94.5
INTL LEASE FIN         7.25%     7/15/2010      42.77
ISOLAGEN INC            3.5%     11/1/2024         15
ISTAR FINANCIAL        4.88%     1/15/2009      97.33
ISTAR FINANCIAL        5.95%    10/15/2013         27
ISTAR FINANCIAL           6%    12/15/2010       43.5
JAZZ TECHNOLOGIE          8%    12/31/2011         40
JEFFERSON SMURFI        7.5%      6/1/2013      26.44
JEFFERSON SMURFI       8.25%     10/1/2012       27.5
K HOVNANIAN ENTR        6.5%     1/15/2014      27.93
K HOVNANIAN ENTR       7.75%     5/15/2013         15
K HOVNANIAN ENTR       8.63%     1/15/2017      27.88
K HOVNANIAN ENTR       8.88%      4/1/2012         31
KAISER ALUMINUM       12.75%      2/1/2003          5
KAR HOLDINGS             10%      5/1/2015         29
KELLWOOD CO            7.88%     7/15/2009         25
KEMET CORP             2.25%    11/15/2026      27.25
KEMET CORP             2.25%    11/15/2026      27.75
KEYSTONE AUTO OP       9.75%     11/1/2013       38.5
LANDAMERICA            3.13%    11/15/2033         14
LANDAMERICA            3.25%     5/15/2034      16.25
LANDRY'S RESTAUR        9.5%    12/15/2014      91.25
LAZYDAYS RV           11.75%     5/15/2012         13
LEAR CORP              5.75%      8/1/2014      32.06
LEAR CORP               8.5%     12/1/2013         25
LEAR CORP              8.75%     12/1/2016         22
LEHMAN BROS HLDG       0.25%     6/29/2012       8.63
LEHMAN BROS HLDG          2%      8/1/2013       8.63
LEHMAN BROS HLDG       3.95%    11/10/2009        7.5
LEHMAN BROS HLDG          4%      8/3/2009          6
LEHMAN BROS HLDG          4%     4/16/2019       2.04
LEHMAN BROS HLDG       4.25%     1/27/2010      10.06
LEHMAN BROS HLDG       4.38%    11/30/2010          8
LEHMAN BROS HLDG        4.5%     7/26/2010          8
LEHMAN BROS HLDG        4.5%      8/3/2011       9.35
LEHMAN BROS HLDG        4.7%      3/6/2013       9.61
LEHMAN BROS HLDG        4.8%     2/27/2013        7.5
LEHMAN BROS HLDG        4.8%     3/13/2014         10
LEHMAN BROS HLDG        4.8%     6/24/2023          1
LEHMAN BROS HLDG          5%     1/14/2011       8.01
LEHMAN BROS HLDG          5%     1/22/2013       9.53
LEHMAN BROS HLDG          5%     2/11/2013       5.25
LEHMAN BROS HLDG          5%     3/27/2013       5.15
LEHMAN BROS HLDG          5%      8/5/2015        7.5
LEHMAN BROS HLDG          5%    12/18/2015        8.5
LEHMAN BROS HLDG          5%     5/28/2023        8.5
LEHMAN BROS HLDG          5%     5/30/2023       4.25
LEHMAN BROS HLDG          5%     6/10/2023          4
LEHMAN BROS HLDG          5%     6/17/2023       1.31
LEHMAN BROS HLDG        5.1%     1/28/2013          4
LEHMAN BROS HLDG        5.1%     2/15/2020          5
LEHMAN BROS HLDG       5.15%      2/4/2015       7.06
LEHMAN BROS HLDG        5.2%     5/13/2020          1
LEHMAN BROS HLDG       5.25%      2/6/2012       8.25
LEHMAN BROS HLDG       5.25%     2/11/2015       7.06
LEHMAN BROS HLDG       5.25%      3/8/2020       7.07
LEHMAN BROS HLDG       5.25%     5/20/2023        3.1
LEHMAN BROS HLDG       5.35%     2/25/2018        8.9
LEHMAN BROS HLDG       5.35%     3/13/2020        3.1
LEHMAN BROS HLDG       5.35%     6/14/2030       6.75
LEHMAN BROS HLDG       5.38%      5/6/2023       7.07
LEHMAN BROS HLDG        5.4%      3/6/2020          5
LEHMAN BROS HLDG        5.4%     3/20/2020        5.5
LEHMAN BROS HLDG        5.4%     3/30/2029        6.1
LEHMAN BROS HLDG        5.4%     6/21/2030          5
LEHMAN BROS HLDG       5.45%     3/15/2025        6.5
LEHMAN BROS HLDG       5.45%      4/6/2029        5.5
LEHMAN BROS HLDG       5.45%     2/22/2030       5.75
LEHMAN BROS HLDG       5.45%     7/19/2030       5.35
LEHMAN BROS HLDG       5.45%     9/20/2030       5.97
LEHMAN BROS HLDG        5.5%      4/4/2016      10.06
LEHMAN BROS HLDG        5.5%      2/4/2018       9.27
LEHMAN BROS HLDG        5.5%     2/19/2018       3.02
LEHMAN BROS HLDG        5.5%     11/4/2018        3.1
LEHMAN BROS HLDG        5.5%     2/27/2020       7.07
LEHMAN BROS HLDG        5.5%     8/19/2020       8.13
LEHMAN BROS HLDG        5.5%     3/14/2023       3.09
LEHMAN BROS HLDG        5.5%      4/8/2023        7.2
LEHMAN BROS HLDG        5.5%     4/15/2023          5
LEHMAN BROS HLDG        5.5%     4/23/2023       7.07
LEHMAN BROS HLDG        5.5%      8/5/2023       4.41
LEHMAN BROS HLDG        5.5%     10/7/2023          8
LEHMAN BROS HLDG        5.5%     1/27/2029          6
LEHMAN BROS HLDG        5.5%      2/3/2029       7.06
LEHMAN BROS HLDG        5.5%      8/2/2030       1.09
LEHMAN BROS HLDG       5.55%     2/11/2018        7.2
LEHMAN BROS HLDG       5.55%      3/9/2029       1.02
LEHMAN BROS HLDG       5.55%     1/25/2030       4.25
LEHMAN BROS HLDG       5.55%     9/27/2030        7.2
LEHMAN BROS HLDG       5.55%    12/31/2034        6.1
LEHMAN BROS HLDG        5.6%     1/22/2018          8
LEHMAN BROS HLDG        5.6%     9/23/2023         10
LEHMAN BROS HLDG        5.6%     2/17/2029       3.76
LEHMAN BROS HLDG        5.6%     2/24/2029        6.5
LEHMAN BROS HLDG        5.6%      3/2/2029       1.26
LEHMAN BROS HLDG        5.6%     2/25/2030       3.57
LEHMAN BROS HLDG        5.6%      5/3/2030       6.25
LEHMAN BROS HLDG       5.63%     1/24/2013          9
LEHMAN BROS HLDG       5.63%     3/15/2030       5.15
LEHMAN BROS HLDG       5.65%    11/23/2029       5.35
LEHMAN BROS HLDG       5.65%     8/16/2030       5.35
LEHMAN BROS HLDG       5.65%    12/31/2034       1.26
LEHMAN BROS HLDG        5.7%     1/28/2018          5
LEHMAN BROS HLDG        5.7%     2/10/2029       6.64
LEHMAN BROS HLDG        5.7%     4/13/2029       5.65
LEHMAN BROS HLDG        5.7%      9/7/2029       5.35
LEHMAN BROS HLDG        5.7%    12/14/2029        5.5
LEHMAN BROS HLDG       5.75%     4/25/2011        7.5
LEHMAN BROS HLDG       5.75%     7/18/2011       8.38
LEHMAN BROS HLDG       5.75%     5/17/2013          9
LEHMAN BROS HLDG       5.75%      1/3/2017       0.05
LEHMAN BROS HLDG       5.75%     3/27/2023        7.7
LEHMAN BROS HLDG       5.75%     9/16/2023       8.56
LEHMAN BROS HLDG       5.75%    10/15/2023          4
LEHMAN BROS HLDG       5.75%    10/21/2023          3
LEHMAN BROS HLDG       5.75%    11/12/2023       6.25
LEHMAN BROS HLDG       5.75%    11/25/2023       1.55
LEHMAN BROS HLDG       5.75%    12/16/2028        5.1
LEHMAN BROS HLDG       5.75%    12/23/2028          6
LEHMAN BROS HLDG       5.75%     8/24/2029        5.6
LEHMAN BROS HLDG       5.75%     9/14/2029          6
LEHMAN BROS HLDG       5.75%    10/12/2029        1.5
LEHMAN BROS HLDG       5.75%     3/29/2030       7.06
LEHMAN BROS HLDG        5.8%      9/3/2020       6.25
LEHMAN BROS HLDG        5.8%    10/25/2030        1.1
LEHMAN BROS HLDG       5.85%     11/8/2030        6.5
LEHMAN BROS HLDG       5.88%    11/15/2017       8.75
LEHMAN BROS HLDG        5.9%      5/4/2029       8.06
LEHMAN BROS HLDG        5.9%      2/7/2031       5.35
LEHMAN BROS HLDG       5.95%    12/20/2030        3.1
LEHMAN BROS HLDG          6%      4/1/2011         12
LEHMAN BROS HLDG          6%     7/19/2012         10
LEHMAN BROS HLDG          6%     1/22/2020        3.1
LEHMAN BROS HLDG          6%     2/12/2020        1.2
LEHMAN BROS HLDG          6%     1/29/2021          5
LEHMAN BROS HLDG          6%    10/23/2028       5.05
LEHMAN BROS HLDG          6%    11/18/2028       3.02
LEHMAN BROS HLDG          6%     5/11/2029       1.05
LEHMAN BROS HLDG          6%     7/20/2029       1.26
LEHMAN BROS HLDG          6%     3/21/2031        7.7
LEHMAN BROS HLDG          6%     4/30/2034          3
LEHMAN BROS HLDG          6%     7/30/2034        5.5
LEHMAN BROS HLDG          6%     2/21/2036       1.26
LEHMAN BROS HLDG          6%     2/24/2036       5.02
LEHMAN BROS HLDG          6%     2/12/2037        5.2
LEHMAN BROS HLDG       6.05%     6/29/2029        5.5
LEHMAN BROS HLDG        6.1%     8/12/2023       3.07
LEHMAN BROS HLDG       6.15%     4/11/2031          6
LEHMAN BROS HLDG        6.2%     9/26/2014         10
LEHMAN BROS HLDG        6.2%     6/15/2027        5.5
LEHMAN BROS HLDG        6.2%     5/25/2029        5.5
LEHMAN BROS HLDG       6.25%      2/5/2021        4.3
LEHMAN BROS HLDG       6.25%     2/22/2023        1.5
LEHMAN BROS HLDG        6.3%     3/27/2037        6.4
LEHMAN BROS HLDG        6.4%    10/11/2022       4.94
LEHMAN BROS HLDG        6.4%    12/19/2036          7
LEHMAN BROS HLDG        6.5%     7/19/2017       0.01
LEHMAN BROS HLDG        6.5%     2/28/2023        3.1
LEHMAN BROS HLDG        6.5%      3/6/2023          4
LEHMAN BROS HLDG        6.5%     9/20/2027       5.75
LEHMAN BROS HLDG        6.5%    10/18/2027       3.67
LEHMAN BROS HLDG        6.5%    10/25/2027        6.5
LEHMAN BROS HLDG        6.5%    11/15/2032       7.06
LEHMAN BROS HLDG        6.5%    12/22/2036       6.75
LEHMAN BROS HLDG        6.5%     2/13/2037          6
LEHMAN BROS HLDG        6.5%     6/21/2037       4.85
LEHMAN BROS HLDG        6.5%     7/13/2037       7.75
LEHMAN BROS HLDG        6.6%     10/3/2022       6.41
LEHMAN BROS HLDG        6.6%     6/18/2027        8.1
LEHMAN BROS HLDG       6.63%     1/18/2012         10
LEHMAN BROS HLDG       6.63%     7/27/2027        5.5
LEHMAN BROS HLDG       6.75%    12/28/2017          0
LEHMAN BROS HLDG       6.75%      7/1/2022       7.07
LEHMAN BROS HLDG       6.75%    11/22/2027        4.5
LEHMAN BROS HLDG       6.75%    10/26/2037        6.5
LEHMAN BROS HLDG        6.8%      9/7/2032        8.9
LEHMAN BROS HLDG       6.85%     8/16/2032       4.25
LEHMAN BROS HLDG       6.85%     8/23/2032          8
LEHMAN BROS HLDG       6.88%      5/2/2018       10.5
LEHMAN BROS HLDG       6.88%     7/17/2037       0.02
LEHMAN BROS HLDG        6.9%      9/1/2032        6.5
LEHMAN BROS HLDG        6.9%     6/20/2036        7.5
LEHMAN BROS HLDG          7%     5/12/2023       8.25
LEHMAN BROS HLDG          7%     9/27/2027         10
LEHMAN BROS HLDG          7%     10/4/2032          5
LEHMAN BROS HLDG          7%     7/27/2037        8.9
LEHMAN BROS HLDG          7%     9/28/2037          5
LEHMAN BROS HLDG          7%    11/16/2037        9.5
LEHMAN BROS HLDG          7%    12/28/2037        6.5
LEHMAN BROS HLDG          7%     1/31/2038       5.35
LEHMAN BROS HLDG          7%      2/1/2038          5
LEHMAN BROS HLDG          7%      2/7/2038        8.5
LEHMAN BROS HLDG          7%      2/8/2038        5.3
LEHMAN BROS HLDG       7.05%     2/27/2038       4.95
LEHMAN BROS HLDG        7.1%     3/25/2038          9
LEHMAN BROS HLDG        7.2%     8/15/2009        6.9
LEHMAN BROS HLDG       7.25%     2/27/2038       7.25
LEHMAN BROS HLDG       7.25%     4/29/2038          5
LEHMAN BROS HLDG       7.35%      5/6/2038        5.5
LEHMAN BROS HLDG       7.73%    10/15/2023        9.5
LEHMAN BROS HLDG       7.88%     11/1/2009          7
LEHMAN BROS HLDG       7.88%     8/15/2010       7.55
LEHMAN BROS HLDG          8%     3/17/2023       8.63
LEHMAN BROS HLDG       8.05%     1/15/2019          5
LEHMAN BROS HLDG        8.5%      8/1/2015        8.5
LEHMAN BROS HLDG        8.5%     6/15/2022       6.38
LEHMAN BROS HLDG        8.8%      3/1/2015          9
LEHMAN BROS HLDG          9%    12/28/2022       8.63
LEHMAN BROS HLDG        9.5%    12/28/2022       5.35
LEHMAN BROS HLDG        9.5%     1/30/2023       8.75
LEHMAN BROS HLDG        9.5%     2/27/2023          1
LEHMAN BROS HLDG         10%     3/13/2023        8.4
LEHMAN BROS HLDG      10.38%     5/24/2024       10.5
LEHMAN BROS HLDG         11%    10/25/2017       5.35
LEHMAN BROS HLDG         11%     3/17/2028        9.7
LEHMAN BROS HLDG      12.12%     9/11/2009       8.63
LEINER HEALTH            11%      6/1/2012         21
LEVEL 3 COMM INC       2.88%     7/15/2010       57.2
LEVEL 3 COMM INC       5.25%    12/15/2011      39.93
LEVEL 3 COMM INC          6%     3/15/2010       63.4
LEVEL 3 COMM INC       11.5%      3/1/2010       57.2
LITHIA MOTORS          2.88%      5/1/2014         90
LOCAL INSIGHT            11%     12/1/2017         22
MAGNA ENTERTAINM       8.55%     6/15/2010         46
MAJESTIC STAR           9.5%    10/15/2010       34.5
MAJESTIC STAR          9.75%     1/15/2011        3.5
MANDALAY RESORT         6.5%     7/31/2009      88.81
MANDALAY RESORTS       9.38%     2/15/2010         78
MASONITE CORP            11%      4/6/2015         11
MERISANT CO             9.5%     7/15/2013      17.13
MERITOR AUTO            6.8%     2/15/2009         90
MERIX CORP                4%     5/15/2013         25
MERRILL LYNCH          5.55%      3/9/2011       90.5
MERRILL LYNCH            12%     3/26/2010      18.41
METALDYNE CORP           10%     11/1/2013      20.75
METALDYNE CORP           11%     6/15/2012          8
MGM MIRAGE             8.38%      2/1/2011         51
MGM MIRAGE              8.5%     9/15/2010       65.5
MICHAELS STORES       11.38%     11/1/2016         27
MILLENNIUM AMER        7.63%    11/15/2026         13
MOMENTIVE PERFOR       11.5%     12/1/2016      26.75
MORRIS PUBLISH            7%      8/1/2013         11
MUZAK LLC/FIN            10%     2/15/2009       79.5
NATL FINANCIAL         0.75%      2/1/2012      32.41
NCI BLDG SYSTEMS       2.13%    11/15/2024      67.62
NEBRASKA BOOK CO       8.63%     3/15/2012         28
NEFF CORP                10%      6/1/2015      13.25
NEW PLAN EXCEL         5.13%     9/15/2012         20
NEW PLAN EXCEL          7.4%     9/15/2009         30
NEW PLAN EXCEL          7.5%     7/30/2029          7
NEW PLAN REALTY         6.9%     2/15/2028          7
NEW PLAN REALTY        7.65%     11/2/2026          8
NEW PLAN REALTY        7.68%     11/2/2026         11
NEW PLAN REALTY        7.97%     8/14/2026         11
NEWARK GROUP INC       9.75%     3/15/2014          6
NEWPAGE CORP             12%      5/1/2013       24.5
NORTEK INC              8.5%      9/1/2014         30
NORTH ATL TRADNG       9.25%      3/1/2012      36.25
NTK HOLDINGS INC          0%      3/1/2014      21.38
NUVEEN INVEST             5%     9/15/2010         43
NUVEEN INVEST           5.5%     9/15/2015       21.1
OSCIENT PHARM           3.5%     4/15/2011       9.25
OSI RESTAURANT           10%     6/15/2015       19.5
PALM HARBOR            3.25%     5/15/2024         35
PARK PLACE ENT          7.5%      9/1/2009       35.1
PARK PLACE ENT         7.88%     3/15/2010      50.25
PARK PLACE ENT         8.13%     5/15/2011         39
PHH CORP               6.45%     4/15/2010         60
PHH CORP                6.7%     4/15/2010      63.38
PIEDMONT AVIAT        10.35%     3/28/2011          1
PIERRE FOODS INC       9.88%     7/15/2012          5
PILGRIMS PRIDE         9.25%    11/15/2013       3.78
PILGRIM'S PRIDE        7.63%      5/1/2015         25
PILGRIM'S PRIDE        8.38%      5/1/2017          2
PINNACLE AIRLINE       3.25%     2/15/2025       66.5
PLIANT CORP           11.13%      9/1/2009         15
PLY GEM INDS              9%     2/15/2012         25
POPE & TALBOT          8.38%      6/1/2013       0.26
POWERWAVE TECH         1.88%    11/15/2024         22
PREGIS CORP           12.38%    10/15/2013       40.5
PRIMUS TELECOM         3.75%     9/15/2010         17
PRIMUS TELECOM            8%     1/15/2014       5.25
PRIMUS TELECOM        12.75%    10/15/2009      69.89
PRIMUS TELECOMM       14.25%     5/20/2011         15
PRIN LIFE INC FD          4%    12/15/2008         99
PROLOGIS               2.25%      4/1/2037      36.75
PROLOGIS               7.88%     5/15/2009         57
PROVIDENCE SERV         6.5%     5/15/2014       17.5
QUALITY DISTRIBU          9%    11/15/2010         31
QUANTUM CORP           4.38%      8/1/2010         60
RADIAN GROUP           7.75%      6/1/2011         45
RADIO ONE INC          6.38%     2/15/2013         30
RADIO ONE INC          8.88%      7/1/2011         49
RAFAELLA APPAREL      11.25%     6/15/2011      38.75
RAIT FINANCIAL         6.88%     4/15/2027      33.15
RAYOVAC CORP            8.5%     10/1/2013        8.7
READER'S DIGEST           9%     2/15/2017      24.25
REAL MEX RESTAUR         10%      4/1/2010       81.5
REALOGY CORP           10.5%     4/15/2014         17
REALOGY CORP          12.38%     4/15/2015      15.27
RESIDENTIAL CAP           8%     2/22/2011       14.5
RESIDENTIAL CAP        8.38%     6/30/2010         15
RESIDENTIAL CAP         8.5%      6/1/2012       14.5
RESIDENTIAL CAP         8.5%     4/17/2013       14.5
RESIDENTIAL CAP        8.88%     6/30/2015       14.5
RESIDENTIAL CAP        9.63%     5/15/2015      14.95
RH DONNELLEY           8.88%     1/15/2016       12.5
RH DONNELLEY           8.88%    10/15/2017       0.67
RH DONNELLEY INC      11.75%     5/15/2015      31.86
RITE AID CORP          6.88%     8/15/2013      28.25
RITE AID CORP           7.7%     2/15/2027      20.25
RITE AID CORP           8.5%     5/15/2015       28.5
RITE AID CORP          8.63%      3/1/2015       27.5
RITE AID CORP          9.38%    12/15/2015      30.13
RJ TOWER CORP            12%      6/1/2013          2
ROTECH HEALTHCA         9.5%      4/1/2012         21
ROUSE CO LP/TRC        6.75%      5/1/2013      25.89
ROUSE COMPANY          5.38%    11/26/2013      25.38
SABRE HOLDINGS         7.35%      8/1/2011         35
SCOTIA PAC CO          7.11%     1/20/2014       28.5
SEARS ROEBUCK AC       5.88%      3/5/2009      92.02
SEARS ROEBUCK AC        7.5%     1/15/2013         32
SECURUS TECH             11%      9/1/2011      50.13
SERVICEMASTER CO        7.1%      3/1/2018       11.1
SINCLAIR BROAD            3%     5/15/2027       71.5
SIRIUS SATELLITE        2.5%     2/15/2009         82
SIRIUS SATELLITE       9.63%      8/1/2013      22.94
SIX FLAGS INC           4.5%     5/15/2015       9.75
SLM CORP                4.4%     9/15/2011         22
SMURFIT-STONE             8%     3/15/2017      24.42
SONIC AUTOMOTIVE       8.63%     8/15/2013         37
SPANSION LLC           2.25%     6/15/2016       2.91
SPECTRUM BRANDS        7.38%      2/1/2015      18.88
ST JUDE MEDICAL        1.22%    12/15/2008         99
ST JUDE MEDICAL        1.22%    12/15/2008      99.77
STANLEY-MARTIN         9.75%     8/15/2015         25
STATION CASINOS           6%      4/1/2012         29
STATION CASINOS         6.5%      2/1/2014      11.75
STATION CASINOS        6.63%     3/15/2018       8.25
STATION CASINOS        6.88%      3/1/2016          8
STONE CONTAINER        8.38%      7/1/2012       26.5
THORNBURG MTG             8%     5/15/2013         26
TIMES MIRROR CO        7.25%      3/1/2013      10.17
TIMES MIRROR CO        7.25%    11/15/2096      10.86
TIMES MIRROR CO         7.5%      7/1/2023       8.25
TOUSA INC                 9%      7/1/2010       8.25
TOUSA INC                 9%      7/1/2010        5.1
TRANSMERIDIAN EX         12%    12/15/2010       35.5
TRAVELPORT LLC        11.88%      9/1/2016         24
TRIBUNE CO             4.88%     8/15/2010       13.5
TRIBUNE CO             5.25%     8/15/2015       3.96
TRONOX WORLDWIDE        9.5%     12/1/2012         10
TRUE TEMPER            8.38%     9/15/2011         34
TRUMP ENTERTNMNT        8.5%      6/1/2015      11.91
UAL CORP                4.5%     6/30/2021         44
UAL CORP                  5%      2/1/2021         35
UNISYS CORP            6.88%     3/15/2010      47.06
UNISYS CORP               8%    10/15/2012         43
UNIVISION COMM         7.85%     7/15/2011         55
US Leasing Intl           6%      9/6/2011      22.13
USFREIGHTWAYS           8.5%     4/15/2010         59
VEECO INSTRUMENT       4.13%    12/21/2008         98
VERASUN ENERGY         9.38%      6/1/2017      13.25
VERENIUM CORP           5.5%      4/1/2027      19.09
VICORP RESTAURNT       10.5%     4/15/2011         10
VION PHARM INC         7.75%     2/15/2012         22
VISTEON CORP              7%     3/10/2014       8.62
VISTEON CORP          12.25%    12/31/2016      18.94
WASH MUT BANK NV       5.55%     6/16/2010         24
WASH MUT BANK NV       5.95%     5/20/2013       0.01
WASH MUTUAL INC           4%     1/15/2009       64.5
WASH MUTUAL INC         4.2%     1/15/2010      65.31
WASH MUTUAL INC        4.63%      4/1/2014      20.25
WASH MUTUAL INC        7.25%     11/1/2017      21.75
WASH MUTUAL INC        8.25%      4/1/2010       17.5
WCI COMMUNITIES        6.63%     3/15/2015         13
WCI COMMUNITIES        7.88%     10/1/2013          5
WCI COMMUNITIES        9.13%      5/1/2012        9.1
WILLIAM LYON            7.5%     2/15/2014         22
WILLIAM LYON           7.63%    12/15/2012         29
WILLIAM LYON          10.75%      4/1/2013         20
WIMAR OP LLC/FIN       9.63%    12/15/2014       3.19
WOLVERINE TUBE         10.5%      4/1/2009       78.1
XM SATELLITE           9.75%      5/1/2014      10.07
XM SATELLITE             10%     12/1/2009         37
YOUNG BROADCSTNG       8.75%     1/15/2014       2.08
YOUNG BROADCSTNG         10%      3/1/2011       1.99



                             *********

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/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

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.  Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Luke Caballos, Sheryl Joy P. Olano, Carlo Fernandez, Christopher
G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2008.  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 $775 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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