/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/090112.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, January 12, 2009, Vol. 13, No. 11 Headlines 3900 LLC: BofA Wants Debtor Designated As Single Asset Real Entity AGRIPROCESSORS INC: On Track for Bidding in 1st Quarter ALON REFINING: S&P Downgrades Corporate Credit Rating to 'B-' ASPEN HOMEBUILDERS: Owners File for Chapter 7 Liquidation BERNARD L. MADOFF: Over $173MM Signed Checks Found at Office Desk BRIGGS RANCH: Trustee Wants Case Dismissed or Converted to Ch 7 CANADIAN TRUST: E&Y Supports 3rd Plan, Jan. 31 Stay Extension CANWEST MEDIA: Moody's Downgrades Corporate Family Rating to 'B3' CANWEST MEDIA: Moody's Downgrades Corporate Family Rating to 'B3' CENTAUR LLC: S&P Keeps 'CCC' Corp. Credit Rating; Outlook Negative CHICAGO CHRISTIAN: May File for Bankruptcy Due to Loss of Funding CHRYSLER LLC: Uses $4BB in Gov't Aid to Pay Workers & Suppliers CHRYSLER LLC: Many Dealers Not Ordering New Cars CITIGROUP INC: Will Spin-Off Smith Barney Into Joint Venture CLUB AT WATERFORD: Files Amended Schedules of Assets and Debts CONVERGEX HOLDINGS: Moody's Upgrades Corp. Family Rating to 'B1' CSC HOLDINGS: Moody's Assigns 'B1' Rating on $500 Mil. Notes CSC HOLDINGS: S&P Assigns 'BB' Rating on $500 Mil. Senior Notes DEATH ROW: Will Auction Off Assets on January 15 DELTA AIR: Operates with Northwest as Single Carrier, NMB Rules EAT AT JOE'S: Sept. 30 Balance Sheet Upside Down by $3,390,747 ECO2 PLASTICS: Obtains $3.4 Million Convertible Bridge Loan EPICEPT CORP: Board Approves 2009 Employee Stock Purchase Plan EPICEPT CORP: Debt to Equity Swap Cues Substantial Debt Reduction EPICEPT CORP: Selling Subordinated Convertible Note for $1MM FORD MOTOR: PBGC Worries on Firm's Pension Fund FRONTIER AIRLINES: Asks Court to Approve Ratified Pilot Agreement FRONTIER AIRLINES: Seabury, Others Ask Court to Allow Fees GAINEY CORP: Can Continue Using Cash to Fund Operations GENERAL MOTORS: Gets $15 Billion in Liquidity-Boosting Measures GOTTSCHALKS INC: In Talks w/ 2 Investors to Avert Bankruptcy GMAC LLC: J. Ezra Merkin Leaves Co. as GMAC Financial Chairperson GMAC LLC: Fitch Lowers Issuer Default Rating to 'RD' from 'CCC' HARBOUR WALK: Loses $17.6MM Foreclosure Judgment to Seacoast HOMELAND SECURITY: Sept. 30 Balance Sheet Upside Down by $2.8MM IBIS TECHNOLOGY: Adjourns Special Stockholders Meeting to Jan. 21 IDEAEDGE INC: Issues 2MM Shares to Purchase 508,594 Add'l Shares IMARX THERAPEUDICS: Nasdaq Removes Common Stock from Listing IMARX THERAPEUTICS: Hires MW&M as Independent Public Accountant IMPERIAL INDUSTRIES: Posts $4.5MM Net Loss in the Last 9 Months INTERNATIONAL BARRIER: Management Raises Going Concern Doubt INTERNATIONAL TEXTILE: Obtains $30 Million Additional Funding J CREW: Weak Earnings Expectations Won't Affect S&P's 'BB-' Rating JACKSON GREEN: Files for Chapter 11 Bankruptcy in Wisconsin JACKSON GREEN: Case Summary & 20 Largest Unsecured Creditors JOHN VRATSINAS: Files for Chapter 11 Bankruptcy Protection JONES APPAREL: Moody's Downgrades Rating on Senior Notes to 'Ba3' JONES APPAREL: Moody's Comments on Potential Risks JPMORGAN CHASE: S&P Junks Ratings on Two Classes of Notes LEVEL 3: Moody's Adjusts Probability of Default Rating to 'Ca/LD' LYONDELL CHEMICAL: Chapter 11 Filing Cues Fitch's D Rating MBD INC: Asks Court to Approve Stipulation on Cash Collateral Use MERISANT WORLDWIDE: Financial Woes Cue Chapter 11 Bankruptcy MERISANT WORLDWIDE: Case Summary & 29 Largest Unsecured Creditors MERRILL LYNCH: Greg Fleming Will Leave Firm METRO CONTEMPORARY: Closes After Filing for Chapter 7 Liquidation MICHAEL PERRY: Hopes to Use Water from North Canal for Turbines NEXIA HOLDINGS: Unit Completes $2.1 Million Sale of Utah Property NEXIA HOLDINGS: Authorizes Delivery of Shares of Preferred Stock NORTH FOREST: S&P Affirms 'B' Uninsured Rating on General Debt PAUL REINHART: Ct. Authorizes CoMark to Sell Disputed Cotton Bales PHOENIX COS: S&P Assigns 'BB+' Preliminary Rating on Senior Debt QUECHAN TRIBE: Fitch Retains Negative Watch on 'CCC' Issuer Rating RED SHIELD: Preti Wants Cases Converted to Ch. 7 Liquidation RED SHIELD: Plan Filing Period Extended to January 23, 2009 ROYAL PALM HOTEL: Investors File Chapter 11 Petition for Co. SCO GROUP: Files Amended Joint Chapter 11 Reorganization Plan SCO GROUP: Wants Until January 16 to File Chapter 11 Plan SPANSION INC: Mulls Bankruptcy Filing, Rumors Say SOUTHWEST CHARTER: Zions Gets Court OK to Begin Probe STAR TRIBUNE: To File for Bankruptcy Unless Unions Agree to Cuts STATER BORS: S&P Keeps 'B+' Corp. Credit Rating; Outlook to Stable STATMON TECHNOLOGIES: Sept. 30 Balance Sheet Upside Down by $2.2MM STEINWAY MUSICAL: S&P Keeps 'B+' Corp. Credit Rating; Outlook Neg. SUPERVALU INC: Moody's Affirms Corporate Family Rating at 'Ba3' TEKOIL & GAS: Plan Filing Period Extended to February 12 TEKOIL & GAS: US Trustee Names 6 Members to Reconstituted Panel TRIBUNE CO: Intends to Continue Pension Contributions TRIBUNE CO: Wants to Tap Jenner & Block LLP as Litigation Attys. TRIBUNE CO: Seeks Authority to Hire PWC as Tax Advisors TRIBUNE CO: Intends to Hire Paul Hastings for Real Estate Matters TRIBUNE CO: Taps Reed Smith LLP for Insurance Coverage Litigation TRIBUNE CO: Wants Daniel J. Edelman, Inc. as Communications Agent TRIBUNE CO: Begins Inspection of Leases; Wants to Scrap 44 Leases TRIESTE INVESTMENTS: Files Chapter 11 Plan of Reorganization TRIPLE CROWN: S&P's Corp. Credit Rating Tumbles to 'D' TRONOX INC: May File for Chapter 11 Protection Today UBS AG: Expects $1.8BB Fine on U.S. Tax Probe, Says Report UCF INTERLAKE: Files for Chapter 11 Bankruptcy Protection WORLD RACING: Sept. 30 Balance Sheet Upside Down by $9.8 Million WOUND MANAGEMENT: Sept. 30 Balance Sheet Upside Down by $509,344 YRC WORLDWIDE: Units Ask Teamsters Members To Modify Labor Deal YRC WORLDWIDE: Amends Terms of Cash Tender Offer for Notes YRC WORLDWIDE: In Talks with Lenders to Enhance Fin. Flexibility * BOND PRICING: For the Week of Jan. 5 - Jan. 9, 2009 ********* 3900 LLC: BofA Wants Debtor Designated As Single Asset Real Entity ------------------------------------------------------------------ Bank of America, N.A., as Trustee for the Registered Holders of Morgan Stanley Capital I Inc. Commercial Pass-Through Certificates, Series MSCI 2004-HQ3, asks the U.S. Bankruptcy Court for the District of Nevada to designate 3900, LLC, as a single asset real entity (SARE) as defined by Sec. 101(51B) and requiring the Debtor to comply with the provisions of Sec. 362(d)(3) of the Bankruptcy Code. The Debtor owns four adjacent parcels of real property. One parcel consists of a shopping plaza with approximately 68,000 square feet of retail space known as Michael's Plaza, located at 3320 South Price Road in Tempe, Arizona. The three remaining parcels consist of adjacent vacant land surrounding the Shopping Center. The Debtor has asserted in the Schedules that the Lender has an Allowed Secured Claim in the amount of at least $5,514,992, secured by the Shopping Center property. Prior to the Petition Date, the Debtor was in monetary and non- monetary defauult of its obligations to Morgan Stanley Mortgage Capital I Inc. (the Lender). As a result of these defaults, the Lender, through Bank of America, exercised its rights under its First Deed of Trust and scheduled a foreclosure sale of the Shopping Center for Oct. 17, 2008. As part of the foreclosure proceedings, the Lender, through Bank of America, had obtained the appointment of a Receiver by order of the Superior Court of the State of Arizona, Maricopa County. The Debtor filed for Chapter 11 relief on Oct. 17, 2008, to preempt the foreclosure sale. Bank of America states that the Debtor is a SARE because it consists of a single property or project, the rental payments collected from the real property comprise the Debtor's sole source of income; and the Debtor conducts no business other than the operation of the real property. As a SARE, the Debtor is required to file, within ninety (90) days of the Petition Date, to either file a confirmable plan of reorganization or to commence monthly debt service payments. Absent compliance with these requirements, Bank of America is entitled to relief from the automatic stay. Based in Las Vegas, 3900, LLC also known as Michael's Plaza, owns and operates a shopping center in Tempe, Arizona. Revenue consists of rental income and common area maintenance charges paid by tenants in the shopping center. The company filed for Chapter 11 relief on Oct. 17, 2008 (Bankr. D. Nev. 08-22163). Matthew L. Johnson, Esq., at Matthew L. Johnson & Associates, P.C. represents the Debtor as counsel. In its schedules, 3900, LLC listed total assets of $18,142,411, and total debts of $10,086,336. AGRIPROCESSORS INC: On Track for Bidding in 1st Quarter ------------------------------------------------------- Joseph E. Sarachek, the chapter 11 operating trustee for Agriprocessors Inc., said that the company is on track to undergo a competitive bidding process among new potential buyers in the first quarter of 2009. Under the guidance of a veteran management team, the company continues to enhance its reputation as a market leader by ramping up production heading in to peak demand during the crucial Passover season. "We are also taking steps to reopen the beef lines so that the plant is processing meat by Passover as well. If you walk the plant floor today you will find motivated, dedicated employees working with nationally respected meat industry executives. Highly regarded professionals including Alan Glueck, Arnie Mikelberg and Marshall Samler have brought their decades of meat industry expertise to bear on behalf of Agriprocessors," Mr. Sarachek wrote in an open letter to the company and its clients. "Together, we are reopening up many of Agri's production lines, ensuring that when this plant is sold to new owners it will have the means of assuming quickly its dominant position in the marketplace. Already many former customers have returned with the knowledge that a strong Agri creates a genuine competitive environment for meat and poultry products. By way of underscoring our confidence in the future, we have placed new eggs for growing chickens which will allow us to meet increased demand during the upcoming Passover season," Mr. Sarachek said. "We are also taking steps to reopen the beef lines so that the plant is processing meat by Passover as well." Mr. Sarachek, the Chapter 11 Operating Trustee, a principal in Triax Capital Advisors, was appointed by the United States Bankruptcy Court to ensure that Agriprocessors emerges from bankruptcy as a robust, highly-valued company whose business model and production practices ensure it resumes its role as an industry leader. The Triax executive stated, "The new year promises to see energetic bidding for the Agri facility as potential owners inspect a resurgent plant being supervised by dedicated and skillful management and enjoying a return of long standing customers. The fact is there is a loyal and knowledgeable consumer market that knows Agri remains the impeccable standard of excellence for kashrut and they want our products." Sarachek credits Agriprocessors new management team and dedicated employees with positioning Agriprocessors for a successful turn around and sale. "It could not have occurred without the support and encouragement of Agri lenders, employees, rabbinical staff and vendors. Together, they represent a team that is restoring this facility to its national leadership role that will prompt vigorous bidding among investors who recognize the inherent strength of this incredible facility. We are also enjoying the full support and cooperation of local, state and federal authorities." Triax continues to work closely with its bankers to sustain financing for the plant the reorganization, restructuring and rebirth of Agriprocessors under new ownership represents a significant success story amid the troubled U.S. economy. Headquartered in Postville, Iowa, Agriprocessors Inc. -- http://www.agriprocessor.com/-- operates a kosher meat and poultry packing processors located at 220 North West Street. The company maintains an executive office with 50 employees at 5600 First Avenue in Brooklyn, New York. The company filed for Chapter 11 protection on Nov. 4, 2008 (Bankr. E. D. N.Y. Case No. 08- 47472). The case, according to McClatchy-Tribune, has been transferred to Iowa. Kevin J. Nash, Esq., at Finkel Goldstein Rosenbloom & Nash represents the company in its restructuring effort. The company listed assets of $100 million to $500 million and debts of $50 million to $100 million. ALON REFINING: S&P Downgrades Corporate Credit Rating to 'B-' ------------------------------------------------------------- Standard & Poor's Ratings Services lowered the corporate credit rating on refining and marketing company Alon Refining Krotz Springs Inc. to 'B-' from 'B'. The ratings remain on CreditWatch with negative implications where they were placed on Dec. 23, 2008. The downgrade and continued CreditWatch reflect Standard & Poor's concerns that Alon Krotz Springs could have difficulty obtaining covenant waivers or amendments in a timely manner given the current credit environment. In particular, S&P believes pro forma maximum debt leverage of 1.75x could be difficult to meet under current margin conditions. The downgrade also reflects the company's current thin liquidity and weak financial performance. S&P rates Alon Krotz Springs' debt, which is nonrecourse to Alon USA Energy Inc. (B+/Stable/--), on a stand-alone basis. S&P would lower the ratings if the company fails to obtain waivers or amendments. A stabilization of ratings would require a track record of adequate liquidity, as well as sufficient cushion to remain compliant with covenants. ASPEN HOMEBUILDERS: Owners File for Chapter 7 Liquidation --------------------------------------------------------- Jenn Wiant at Northwest Herald reports that Bruce and Patricia Hawkins, the owners of Aspen Homebuilders Inc., have filed for Chapter 7 liquidation. Northwest Herald relates that the Hawkins listed more than $43 million in debts related to Riverside Square and other projects that they couldn't pay. According to Northwest Herald, Mr. Hawkins said that his individual bankruptcy filing wouldn't affect the Riverside Square project. The report quoted him as saying, "We're waiting on the bank to let us move forward." Court documents say that the Hawkins had $500,000 in assets and more than $43 million in debts. Aspen Homebuilders Inc. is the developer of a large condominium and retail building in Algonquin. BERNARD L. MADOFF: Over $173MM Signed Checks Found at Office Desk ----------------------------------------------------------------- Investigators found about 100 signed checks totaling more than $173 million on Bernard L. Madoff's office desk, Amir Efrati and Chad Bray at The Wall Street Journal reports, citing federal prosecutors. WSJ relates that the prosecutors said that investigators searched Mr. Madoff's office desk after he was arrested on Dec. 11, 2008. The U.S. attorney's office in Manhattan, says WSJ, filed a motion to the court, asking that Mr. Madoff's bail be revoked after he mailed valuable jewelry, watches and other heirlooms to relatives and friends shortly after his arrest and in apparent violation of a court-ordered asset freeze. The report states that the court would rule on the motion on Monday. According to the report, Mr. Madoff has been free on a $10 million personal recognizance bond and is currently under 24-hour house arrest in his Manhattan penthouse. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC was a market maker in US stocks, including all of the S&P 500 and more than 350 Nasdaq stocks. The firm moved large blocks of stock for institutional clients by splitting up orders or arranging off-exchange transactions between parties. It also performed clearing and settlement services. Clients included brokerages, banks, and other financial institutions. In addition, Madoff Securities managed assets for high-net-worth individuals, hedge funds, and other institutional investors. The firm is being liquidated in the aftermath of a fraud scandal involving founder Bernard L. Madoff. As reported by the Troubled Company Reporter on Dec. 15, 2008, the Securities and Exchange Commission charged Bernard L. Madoff and his investment firm, Bernard L. Madoff Investment Securities LLC, with securities fraud for a multi-billion dollar Ponzi scheme that he perpetrated on advisory clients of his firm. The estimated losses from Madoff's fraud were at least $50 billion. Also on Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. Irving H. Picard, Esq., was appointed as trustee for the liquidation of BLMIS, and Baker & Hostetler LLP was appointed as counsel. BRIGGS RANCH: Trustee Wants Case Dismissed or Converted to Ch 7 --------------------------------------------------------------- Peter C. Anderson, the United Trustee for Region 16, asks the U.S. Bankruptcy Court for the Central District of California to either dismiss the Chapter 11 case of Briggs Ranch Grand Vacation Clus LP or convert it to one under Chapter 7 of the Bankruptcy Code. The U.S. Trustee tells the Court that the Debtor failed to provide (i) sufficient evidence of current insurance coverage and (ii) conformed copies of recorded petition in each county in which real property is owned or leased. The U.S. Trustee says that the Debtor's commercial liability insurance expired on Oct. 11, 2008. Failure to comply with the reporting requirements of the United States Trustee and the Local Bankruptcy Rules is cause to dismiss a Chapter 11 case or convert it one under Chapter 7, pursuant to Sections 1112(b)(1) and (b)(4) of the Bankruptcy Code. Palm Springs, California-based Briggs Ranch Grand Vacation Club LP -- http://www.briggsranch.com/-- owns and operates a resort park. The company filed for Chapter 11 protection on Oct. 6, 2008 (Bankr. C. D. Calif. Case No. 08-23655). William G. Barrett, Esq., at McInerney & Dillon, Professional Corporation, represents the company in its restructuring efforts. In its schedules, the Debtor listed total assets of $15,314,088 and total debts of $6,142,672. CANADIAN TRUST: E&Y Supports 3rd Plan, Jan. 31 Stay Extension ------------------------------------------------------------- Ernst & Young, Inc., as monitor of the proceedings commenced by the Pan-Canadian Investors Committee for Third-Party Structured Asset-Backed Commercial Paper under Canada's Companies' Creditors Arrangement Act, recommends that the Honorable Justice Colin Campbell of the Ontario Superior Court of Justice approve that it supports the third amended plan submitted by the Applicants. Ernst & Young Inc. was appointed as Monitor of Metcalfe & Mansfield Alternative Investments II Corp. et al, issuer trustees of these conduit trusts: Apollo TrustIronstone TrustSilverstone Trust Apsley TrustMMAI-I TrustSlate Trust Aria TrustNewshore Canadian TrustStructured Asset Trust Aurora TrustOpus TrustStructured Investment Trust III Comet TrustPlanet TrustSymphony Trust Encore TrustRocket TrustWhitehall Trust Gemini TrustSelkirk Funding Trust The plan of compromise and arrangement proposed by the Pan- Canadian Investors Committee for Third-Party Structured Asset- Backed Commercial Paper pursuant to the CCAA in respect of the outstanding third-party asset-backed commercial paper debt obligations, including applicable floating rate notes, liquidity notes and subordinated notes was approved by the Ontario Court on June 5, 2008. The Applicants, however, have sought modifications to the Plan, and the Plan has not yet been implemented. The Plan, as thrice amended, according to Bloomberg News, provides for the conversion of C$32 billion ($27 billion) of insolvent Canadian commercial paper to longer-term notes. Ernst & Young also supports the Applicants' request for an order extending the stay of the CCAA proceedings to the earlier of (i) January 31, 2009, and (ii) the implementation date of the Third Amended Plan. The Ontario Court is scheduled to convene a hearing on the Third Amended Plan on January 12, 2009. Ernst & Young said that the most recent cash flow projections for the conduits project substantial positive monthly cash flow in the conduit trusts and the actual cash balances at Sept. 30, 2008, which are the most recent actual cash balances that have been fully reconciled, indicate that actual cash flows are, in the aggregate, substantially consistent with those projections. A copy of E&Y's 102-page report is available for free at http://researcharchives.com/t/s?37c2 About Canadian Trust Apollo Trust, Apsley Trust, Aria Trust, Aurora Trust, Comet Trust, Devonshire Trust, Encore Trust, Gemini Trust, Ironstone Trust, MMAI-1 Trust, Newshore Canadian Trust, Opus Trust, Planet Trust, Rocket Trust, Selkirk Funding Trust, Silverstone Trust, Slate Trust, Structured Asset Trust, Structured Investment Trust III, Symphony Trust, Whitehall Trust are entities based in Canada that issue securities called third-party structured finance asset- backed commercial paper. As of Sept. 14, 2007, these 21 Canadian Trusts had approximately C$33 billion of outstanding ABCP. As reported by the Troubled Company Reporter on March 18, 2008, Justice Colin Campbell of the Ontario Superior Court of Justice granted an application filed on March 17 by The Pan-Canadian Investors Committee for Third-Party Structured ABCP under the provisions of the Companies' Creditors Arrangement Act. The Committee asked the Court to call a meeting of ABCP noteholders to vote on a plan to restructure 20 trusts affecting C$32 billion of notes. The trusts were covered by the Montreal Accord, an agreement entered by international banks and institutional investors on Aug. 16, 2007 to work out a solution for the ABCP crisis in Canada. Justice Campbell appointed Ernst & Young, Inc., as the Applicants' monitor, on March 17, 2008. (Canadian ABCP Trusts Bankruptcy News, Issue No. 19; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) CANWEST MEDIA: Moody's Downgrades Corporate Family Rating to 'B3' ----------------------------------------------------------------- Moody's Investors Service downgraded Canwest Media Inc.'s corporate family rating and probability of default rating to B3 from B1 while also downgrading the corporate family's speculative grade liquidity rating to SGL-4 (poor liquidity) from SGL-3 (adequate liquidity). At the same time, instrument ratings for Canwest and its two rated affiliates, CW Media Holdings Inc. and Canwest Limited Partnership, were also downgraded. The rating actions concluded a review initiated on October 30, 2008. The long term ratings downgrade is based on Moody's assessment that the combination of very poor business conditions and elevated debt leverage will leave the company with no meaningful ability to reduce its debts from internally generated cash flow for at least the next couple of years. In particular, the ongoing recession is exacerbating the impact of secular changes to advertising patterns that have likely permanently impaired prospects for Canadian conventional television broadcasters. In turn, since Canwest needs to de-lever as it prepares for the likelihood of debt increasing in 2011 as a consequence of potential contingencies related to the shareholder agreement between, effectively, its conventional and specialty broadcast operations, this combination of cyclical and secular influences has the implicit impact of increasing leverage, has an adverse ratings impact, and also influences the negative outlook. Given this background and with very weak growth prospects in newspaper publishing operations (also caused by evolving advertising patters) suggesting that relief in the form of excess cash being sourced from Canwest Limited Partnership is unlikely, Moody's had previously concluded that Canwest would have to divest of its Australian television properties in order to address the television operations' shareholders agreement contingencies. With advertising revenues contracting as global economic growth slows and with general financial market dislocation, the market value of the Australian properties has declined precipitously and it is unclear if and when value will recover. Consequently, the company will not be able to rely solely on asset sales for de-leveraging, and, over time, this may lead to a significant reconfiguration of debt financing. This potential also provides an adverse ratings influence. However, since the company appears to have little near term ability to initiate any such actions -- the markets are not accessible and bank credit agreements and bond indenture provisions suggest that the company does not have access to sufficient existing debt capacity with which to accomplish a partial refinance that would have a material impact -- ratings' impact is contained at the B3 level, albeit this matter also influences the negative outlook. The potential for financial covenant compliance issues later this calendar year caused the SGL rating downgrade. Despite Canwest having recently negotiated amended financial covenants for its revolving credit facility, there is the potential of non- compliance later this year. While cost savings initiatives are expected to partially offset the impact of declining revenues, and capital expenditure discipline will also conserve cash, Canwest is expected to be only barely cash flow positive during the year. This adversely impacts the ability to comply with financial covenants whose thresholds tighten over time. However, given Canwest's bank lenders' $300 million commitment is well protected by a first ranking position over assets that include Canadian conventional broadcast operations and the 56% equity position in the Australian television asset, the situation is expected to be resolved. While this matter adversely impacts the SGL assessment and drives the SGL-4 rating, it does not yet directly impact the fundamental rating. It does, however, play a role in the ratings outlook being negative, with further ratings actions being possible if the matter is not resolved expeditiously. Downgrades: Issuer: Canwest Media Inc. -- Corporate Family Rating, Downgraded to B3 from B1 -- Probability of Default Rating, Downgraded to B3 from B1 -- Speculative Grade Liquidity Rating, Downgraded to SGL-4 from SGL-3 -- Senior Subordinated Regular Bond/Debenture, Downgraded to Caa2 (LGD6, 91%) from B3 (LGD6, 92%) Issuer: Canwest Limited Partnership -- Senior Secured Bank Credit Facility, Downgraded to Ba3 (LGD2, 18%) from Ba2 (LGD2, 20%) -- Senior Subordinated Regular Bond/Debenture, Downgraded to Caa1(LGD4, 67%) from B2 (LGD5, 70%) Issuer: CW Media Holdings Inc. -- Senior Secured Bank Credit Facility, Downgraded to Ba3 (LGD2, 18%) from Ba2 (LGD2, 20%) -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa1(LGD4, 67%) from B2 (LGD5, 70%) Outlook Actions: Issuer: Canwest Media Inc. -- Outlook, Changed To Negative From Rating Under Review Moody's most recent rating action concerning Canwest was taken on October 30, 2008 at which time Moody's placed the company's ratings on review for possible downgrade. The rating action concludes the review. Canwest's ratings were assigned by evaluating factors Moody's believes 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 Canwest's core industries and Canwest's ratings are believed to be comparable to those of other issuers of similar credit risk. Canwest Media Inc. is wholly-owned by Winnipeg, Manitoba, Canada- based Canwest Global Communications Corp., a publicly traded international media company with interests in broadcast television, publications, radio, specialty television channels, out-of-home advertising and interactive operations in Canada, Australia, Malaysia, Singapore, Indonesia, Turkey, the United Kingdom and the United States. Substantially all of the publicly traded parent company's operations are held though Canwest. CANWEST MEDIA: Moody's Downgrades Corporate Family Rating to 'B3' ----------------------------------------------------------------- Moody's Investors Service downgraded Canwest Media Inc.'s corporate family rating and probability of default rating to B3 from B1 while also downgrading the corporate family's speculative grade liquidity rating to SGL-4 (poor liquidity) from SGL-3 (adequate liquidity). At the same time, instrument ratings for Canwest and its two rated affiliates, CW Media Holdings Inc. and Canwest Limited Partnership, were also downgraded. The rating actions concluded a review initiated on October 30, 2008. The long term ratings downgrade is based on Moody's assessment that the combination of very poor business conditions and elevated debt leverage will leave the company with no meaningful ability to reduce its debts from internally generated cash flow for at least the next couple of years. In particular, the ongoing recession is exacerbating the impact of secular changes to advertising patterns that have likely permanently impaired prospects for Canadian conventional television broadcasters. In turn, since Canwest needs to de-lever as it prepares for the likelihood of debt increasing in 2011 as a consequence of potential contingencies related to the shareholder agreement between, effectively, its conventional and specialty broadcast operations, this combination of cyclical and secular influences has the implicit impact of increasing leverage, has an adverse ratings impact, and also influences the negative outlook. Given this background and with very weak growth prospects in newspaper publishing operations (also caused by evolving advertising patters) suggesting that relief in the form of excess cash being sourced from Canwest Limited Partnership is unlikely, Moody's had previously concluded that Canwest would have to divest of its Australian television properties in order to address the television operations' shareholders agreement contingencies. With advertising revenues contracting as global economic growth slows and with general financial market dislocation, the market value of the Australian properties has declined precipitously and it is unclear if and when value will recover. Consequently, the company will not be able to rely solely on asset sales for de-leveraging, and, over time, this may lead to a significant reconfiguration of debt financing. This potential also provides an adverse ratings influence. However, since the company appears to have little near term ability to initiate any such actions -- the markets are not accessible and bank credit agreements and bond indenture provisions suggest that the company does not have access to sufficient existing debt capacity with which to accomplish a partial refinance that would have a material impact -- ratings' impact is contained at the B3 level, albeit this matter also influences the negative outlook. The potential for financial covenant compliance issues later this calendar year caused the SGL rating downgrade. Despite Canwest having recently negotiated amended financial covenants for its revolving credit facility, there is the potential of non- compliance later this year. While cost savings initiatives are expected to partially offset the impact of declining revenues, and capital expenditure discipline will also conserve cash, Canwest is expected to be only barely cash flow positive during the year. This adversely impacts the ability to comply with financial covenants whose thresholds tighten over time. However, given Canwest's bank lenders' $300 million commitment is well protected by a first ranking position over assets that include Canadian conventional broadcast operations and the 56% equity position in the Australian television asset, the situation is expected to be resolved. While this matter adversely impacts the SGL assessment and drives the SGL-4 rating, it does not yet directly impact the fundamental rating. It does, however, play a role in the ratings outlook being negative, with further ratings actions being possible if the matter is not resolved expeditiously. Downgrades: Issuer: Canwest Media Inc. -- Corporate Family Rating, Downgraded to B3 from B1 -- Probability of Default Rating, Downgraded to B3 from B1 -- Speculative Grade Liquidity Rating, Downgraded to SGL-4 from SGL-3 -- Senior Subordinated Regular Bond/Debenture, Downgraded to Caa2 (LGD6, 91%) from B3 (LGD6, 92%) Issuer: Canwest Limited Partnership -- Senior Secured Bank Credit Facility, Downgraded to Ba3 (LGD2, 18%) from Ba2 (LGD2, 20%) -- Senior Subordinated Regular Bond/Debenture, Downgraded to Caa1(LGD4, 67%) from B2 (LGD5, 70%) Issuer: CW Media Holdings Inc. -- Senior Secured Bank Credit Facility, Downgraded to Ba3 (LGD2, 18%) from Ba2 (LGD2, 20%) -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa1(LGD4, 67%) from B2 (LGD5, 70%) Outlook Actions: Issuer: Canwest Media Inc. -- Outlook, Changed To Negative From Rating Under Review Moody's most recent rating action concerning Canwest was taken on October 30, 2008 at which time Moody's placed the company's ratings on review for possible downgrade. The rating action concludes the review. Canwest's ratings were assigned by evaluating factors Moody's believes 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 Canwest's core industries and Canwest's ratings are believed to be comparable to those of other issuers of similar credit risk. Canwest Media Inc. is wholly-owned by Winnipeg, Manitoba, Canada- based Canwest Global Communications Corp., a publicly traded international media company with interests in broadcast television, publications, radio, specialty television channels, out-of-home advertising and interactive operations in Canada, Australia, Malaysia, Singapore, Indonesia, Turkey, the United Kingdom and the United States. Substantially all of the publicly traded parent company's operations are held though Canwest. CENTAUR LLC: S&P Keeps 'CCC' Corp. Credit Rating; Outlook Negative ------------------------------------------------------------------ Standard & Poor's Ratings Services said it revised its outlook on Centaur LLC to negative from developing. At the same time, S&P affirmed the 'CCC' corporate credit rating on the company. Concurrently, S&P lowered its issue-level rating on Centaur's first-lien senior secured credit facility to 'CCC' from 'CCC+', and revised the recovery rating on that debt to '3' from '2'. The '3' recovery rating indicates that lenders can expect meaningful (50%-70%) recovery in the event of a payment default. S&P also affirmed the issue-level and recovery ratings on Centaur's second- lien credit facility at 'CC', with a recovery rating of '6', indicating that lenders can expect negligible (0%-10%) recovery in the event of a payment default. "The outlook revision reflects our concerns surrounding Centaur's near-term liquidity position given our expectation that weak economic conditions will persist through the first few quarters of 2009," said Standard & Poor's credit analyst Ariel Silverberg, "and that EBITDA generation in the next few quarters will not be sufficient to cover its high fixed charges." CHICAGO CHRISTIAN: May File for Bankruptcy Due to Loss of Funding ----------------------------------------------------------------- Tim Novak at Chicago Sun-Times reports that Chicago Christian Industrial League could file for bankruptcy due to the loss of federal funding and a $10.8 million debt it got through the state to finance a new shelter. According to Sun-Times, former executive director Judy McIntyre wrote to city officials after the shelter opened, warning them of a possible bankruptcy. Sun-Times quoted Ms. McIntyre as saying, "CCIL finds itself in a very precarious financial situation. For the first time in our history we are facing a possible bankruptcy. . . We love our new facility, and all the energy-saving features of this building have allowed us to keep our operating expenses reasonable, but the overwhelming debt has left us weakened financially." CCIL, according to Sun-Times, now serves fewer homeless people, struggles to pay its bills, and has gotten permission from its lenders to delay payments on the money it owes. Sun-Times quoted Rick Roberts, CCIL's executive director until 1995, as saying, "I think they need to merge with somebody, or they're not going to be around. It would break my heart to see them go under." Chicago Christian Industrial League started serving the homeless 100 years ago. For decades, the charity served the homeless in a warren of decrepit buildings -- including an old firehouse -- off Halsted Street in Greektown. CHRYSLER LLC: Uses $4BB in Gov't Aid to Pay Workers & Suppliers --------------------------------------------------------------- Jeff Bennett at The Wall Street Journal reports that Chrysler LLC said that it used the $4 billion loan from the U.S. government to pay employees and suppliers, and in dealer incentives. Citing Chrysler executives, WSJ relates that the market remains weak, and annualized sales rate would 10.6 million in the U.S. during the first quarter 2009. The report says that Chrysler's sales dropped 53% in December 2008 and 30% for the rest of 2008. According to WSJ, Chrysler CEO Robert Nardelli said that dealers could boost sales by 25% if consumer credit was more readily available. WSJ relates that low consumer confidence and loan availability were mostly to blame for declining sales in North America and Western Europe. Chrysler is relying on a second infusion of low-interest government loans to continue operations, WSJ reports. Mr. Nardelli, says WSJ, believes that the company would be able to submit a restructuring plan by the Feb. 17 deadline set by the government. WSJ relates that Chrysler will start negotiating with the United Auto Workers union on concessions needed to demonstrate its viability, saying that it expects to have union concessions in place by March 2009, when the government pledged to call in its loan support if the company failed to demonstrate its long-term viability. The report states that Mr. Nardelli was confident that Chrysler would be able to secure concessions with the union and other stakeholders by that time. WSJ reports that Mr. Nardelli told reporters at the North American International Auto Show in Detroit that Chrysler won't be sold, while the "low point" for liquidity would be in this month. According to WSJ, Mr. Nardelli said that Chrysler was pursuing a standalone strategy. "We reduced layers, this is not about positioning it for a sale," the report quoted him as saying. 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. As reported in the TCR on Dec. 3, 2008, Dominion Bond Rating Service downgraded on Nov. 20, 2008, 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. CHRYSLER LLC: Many Dealers Not Ordering New Cars ------------------------------------------------ Kate Linebaugh at The Wall Street Journal reports that many of its dealers aren't ordering new vehicles. WSJ relates that most of the dealers are loaded with inventory. The report quoted Take Bill Rosado, owner of a Chrysler-Dodge-Jeep dealership in Milford, as saying, "We're not ordering any cars in spite of the pressure they give us. We are going to sit tight with what we have. We don't see any peak coming up where all of a sudden Chryslers are going to be desired. They are so behind paying us. We're all very cash-strapped at this point. So to build up additional receivables is certainly not attractive to us." Chrysler, says WSJ, has shut down its plants for a month until the middle of January. WSJ states that the company won't have any revenue coming in until its plants resume operations and start shipping cars and trucks. According to WSJ, Center for Automotive Research chairperson David Cole said that Chrysler is "at a high-risk state. They will probably somehow be absorbed somewhere in the industry. Whether they are divided into pieces, it all depends on if there is a policy decision." WSJ reports that Chrysler offers financial incentives to get dealers to order cars from the company, including bonuses in the fourth quarter if they ordered extra vehicles. PBGC Worries on Firm's Pension Fund John D. Stoll at WSJ reports that U.S. Pension Benefit Guaranty Corp. Director Charles E. F. Millard said that about 1.3 million workers and retirees could see their pensions slashed if one or more of the automakers were to collapse. WSJ relates that the PBGC's current deficit would double, as would the number of people receive pensions from the agency, if General Motors Corp., Ford Motor Co., and Chrysler were to terminate their pension plans. According to WSJ, Mr. Millard said that the pension funds of GM, Ford Motor, and Chrysler would be underfunded by as much as $41 billion. Mr. Millard, WSJ reports, said that the three automakers have well funded pensions according to the standard accounting rules applied by the Securities and Exchange Commission. "An awful lot of people seem to think these plans are well funded or overfunded. Each of these plans is significantly underfunded [and] in three years I don't want people coming back and saying, 'How come the PBGC never told us that?'" WSJ quoted Mr. Millard as saying. The pension funds of GM, Ford Motor, and Chrysler can cover 76% of the pension obligations they have made, if they terminate the pension plans, WSJ states, citing Mr. Millard. PBGC, according to the report, said that GM's plan is estimated to be about $20 billion, or about 20% underfunded, while Chrysler's plan is 34% underfunded, resulting in a $9 billion-plus shortfall. The report states that Ford Motor's pension plans likely have a $12 billion deficit. Citing PBGC spokesperson Jeffrey Speicher, WSJ relates that the agency will cover about $13 billion of the estimated $41 billion shortfall. 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. As reported in the TCR on Dec. 3, 2008, Dominion Bond Rating Service downgraded on Nov. 20, 2008, 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. CITIGROUP INC: Will Spin-Off Smith Barney Into Joint Venture ------------------------------------------------------------ Citigroup Inc. has started talks to spin-off its Smith Barney brokerage unit into a joint venture with rival Morgan Stanley, David Enrich at The Wall Street Journal reports, citing people familiar with the matter. The sources said that Citigroup was under pressure from the federal government, WSJ states. WSJ relates that Citigroup and Morgan Stanley could reach an agreement as soon as this week. The report says that under the terms of the deal being discussed by the two companies, Morgan Stanley would pay acquire a 51% stake in the joint venture for $2.5 billion, with Citigroup retaining a minority stake. According to the report, Morgan Stanley could purchase more of the brokerage firm in about three years, eventually getting an opportunity to own the whole company. Citigroup CEO Vikram Pandit, his top lieutenants, and directors are considering other possibilities that could result in a radical reshaping of the company, WSJ reports. Mr. Pandit, the report states, said after being appointed as CEO in December 2007 that he would conduct a "dispassionate review" of Citigroup's businesses, and that no options were off the table. According to WSJ, people familiar with the matter said that Citigroup had also considered selling Mexican banking business Grupo Financiero Banamex SA, but that plan was abandoned. Citing the sources, WSJ relate that Citigroup officials are also considering forming a new entity that would hold loans and other troubled assets, which would boost Citigroup's balance sheet and possibly make it easier to sell the bad assets. Robert Rubin & Charlie Berman Leave Co. Citigroup reported that Robert E. Rubin has retired as Senior Counselor effective Jan. 9, 2009, and has decided not to stand for re-election as Director at Citigroup's Annual Meeting. Mr. Rubin will continue to serve as a Director until his current term expires at Citigroup's next Annual Meeting. Mr. Rubin joined Citigroup in October 1999 after serving as the 70th U.S. Treasury Secretary. "Since joining Citi nearly 10 years ago, Bob has made invaluable contributions to the company," said Mr. Pandit. "From the beginning, Bob has been instrumental in working with clients around the globe and forging strong relationships for our businesses. He has also been a trusted advisor to senior management as well as to me personally, and I am pleased to say Bob has agreed to continue to be available as a sounding board and resource for me and for the company." Mr. Rubin has stated that at this point in his life, he intends to deepen his involvement in outside activities and organizations to which he has been strongly committed. To that end, he plans to intensify his engagement in public policy; for example, the type of work done by The Hamilton Project; at the Local Initiatives Support Corporation (LISC), the nation's largest community development organization, which Mr. Rubin has long chaired; and Kofi Annan's Africa Progress Panel. "Vikram has quickly put together a strong management team and, more broadly, has made and continues to make tough decisions on expenses, asset dispositions, equity infusions, the future strategic direction of the company and many other areas. There is still much to do, but I have great confidence that Citi will meet the long-term challenges ahead and will emerge successfully from this difficult period as a powerful presence in the global economy," Mr. Rubin said. Duncan Kerr at WSJ relates that Charlie Berman, one of Citigroup Inc.'s most senior European fixed-income bankers, has resigned seven months after he was moved into the investment-banking division. According to the report, Mr. Berman had been co-head of European fixed income with Eirik Winter since 2005. He was then moved into the investment-banking division in July 2008, as part of a reorganization of that business and the capital-markets group, the report says. His new role involved aligning capital- markets origination and banking coverage, and he reported to Tom King, chief of banking for Europe, Middle East, and Africa at Citigroup in London, the report states. According to WSJ, Mr. Berman has been either co-head of credit or fixed-income since the late 1990s and was chief of European debt origination at Salomon Smith Barney before that business was folded into Citigroup. Citing people familiar with the matter, WSJ reports that Citigroup directors have also discussed replacing Sir Win Bischoff, Citigroup's chairperson. Citigroup is likely to post a fourth-quarter loss, which analysts say would be $4.14 billion, on Jan. 22, 2009, WSJ states. Citigroup Has $2BB Exposure to LyondellBasell Agence France-Presse reports that Citigroup Inc. said that it had $2 billion in direct gross exposure to LyondellBasell. According to Citgroup's statement, the exposure since Dec. 31, 2008, is primarily held in its institutional clients group. LyondellBasell had an estimated $1.4 billion pre-tax impact in the fourth quarter 2008, recorded primarily as a loan loss reserve build, AFP states, citing Citigroup. The report quoted Citigroup as saying, "The final impact on Citi's fourth quarter financial results could differ from the impact disclosed, due to closing and other adjustments." AFP relates that Citigroup said that it was participating in LyondellBasell's debtor-in-possession financing. About Citigroup Based in New York, Citigroup Inc. (NYSE: C) -- http://www.citigroup.com-- is organized into four major segments -- Consumer Banking, Global Cards, Institutional Clients Group, and Global Wealth Management. Citi had $2.0 trillion in total assets on $1.9 trillion in total liabilities as of Sept. 30, 2008. As reported in the Troubled Company Reporter on Nov. 25, 2008, the U.S. government entered into an agreement with Citigroup to provide a package of guarantees, liquidity access, and capital. As part of the agreement, the U.S. Treasury and the Federal Deposit Insurance Corporation will provide protection against the possibility of unusually large losses on an asset pool of approximately $306 billion of loans and securities backed by residential and commercial real estate and other such assets, which will remain on Citigroup's balance sheet. As a fee for this arrangement, Citigroup will issue preferred shares to the Treasury and FDIC. In addition and if necessary, the Federal Reserve will backstop residual risk in the asset pool through a non-recourse loan. CLUB AT WATERFORD: Files Amended Schedules of Assets and Debts -------------------------------------------------------------- The Club at Waterford, LP, filed with the U.S. Bankruptcy Court for the Western District of Texas, amended schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $49,657,500 B. Personal Property $1,850,043 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $30,316,668 E. Creditors Holding Unsecured Priority Claims $55,051 F. Creditors Holding Unsecured Non-priority Claims $8,653,035 ----------- ----------- TOTAL $51,507,543 $39,024,755 Based in Marble Falls, Texas, The Club at Waterford, LP, is a single real estate debtor. The company filed for bankruptcy protection on Oct. 6, 2008 (Bankr. W.D. Tex. Case No. 08-11925). Joseph D. Martinec, Esq., at Martinec, Winn, Vickers & McElroy, P.C., represents the Debtor as counsel. When the Debtor filed for protection from its creditors, it listed assets of between $50 million and $100 million, and debts of between $10 million and $50 million. CONVERGEX HOLDINGS: Moody's Upgrades Corp. Family Rating to 'B1' ---------------------------------------------------------------- Moody's Investors Service upgraded to B1 from B2 the corporate family rating of ConvergEx Holdings LLC. Moody's also upgraded to B1 from B2 the first-lien term loan and revolving credit facilities of ConvergEx, to B2 from B3 its second-lien term loan. The rating outlook is stable. The upgrade recognizes the improvement in ConvergEx's core credit metrics as a result of the company's solid operating performance over the last 18 months. Specifically, ConvergEx's Debt/EBITDA ratio at the end of 2008 has declined to under 5.0 times -- a level Moody's previously identified as likely to result in positive rating pressure. Since its formation in 2006 as a result of a highly leveraged transaction, ConvergEx has steadily improved its top- and bottom- line performance, as its agency-only execution and clearing platform in cash equities has enabled the company to reap the benefits of robust trading activity in the US, as well as overseas. Similarly, the company's investment technologies segment, represented primarily by Eze Castle's execution and order management software targeted at hedge funds, also benefited from volumes-driven fee revenue, in addition to recurring subscription fees. Although the acquisition of LiquidPoint in 2007 increased ConvergEx's debt load, it also meaningfully enhanced the diversification and growth prospects of the company's earnings profile by adding equity options to its brokerage, execution and clearing platform. LiquidPoint's leading market share in this segment and strong growth in options trading volumes -- a trend Moody's expects to continue in the long-term, though at a more moderate pace -- have been important contributors to ConvergEx's positive operating performance over this time period. Notwithstanding the improvements noted above, ConvergEx's ratings continue to be constrained by its high degree of financial leverage. The company's substantial tangible equity deficit and heavy debt burden, combined with still relatively thin, though improved, interest coverage, are the principal challenge of ConvergEx's credit profile. Consequently, owners' and management's financial policy remains an important analytical consideration for Moody's given multiple potential uses for deploying operating cash flow, including debt pay-down. The stable outlook reflects Moody's expectation that the combination of ConvergEx's flexible expenses and diversified customer base should help it sustain what may be a depressed level of market activity over the next several quarters. Scenarios that could move the rating down, given the uncertainty of the macro-economic and financial markets outlook, include a double-digit decline in aggregate trading volumes. This is a severe scenario which, absent significant gains in ConvergEx's market share or aggressive debt paydown, would increase its Debt/EBITDA to over 5.0 times. This would exert negative pressure on the rating, especially if the challenging operating environment persists. Conversely, a sustained and profitable growth in revenue, particularly from sources less dependent on cyclical revenue drivers like trading volumes, may exert upward pressure on the rating, especially if combined with a reduction in debt. The last rating action on ConvergEx was on July 5, 2007 when its corporate family rating was affirmed at B2, while the first-lien term loan was downgraded to B2 from B1. ConvergEx Holdings LLC, headquartered in New York City, New York, is a global agency brokerage and technology company. These ratings were upgraded: Upgrades: Issuer: BNY ConvergEx Group LLC -- US$522M Senior Secured Bank Credit Facility, Upgraded to B1 from B2 -- US$75M Senior Secured Bank Credit Facility, Upgraded to B1 from B2 -- US$180M Senior Secured Bank Credit Facility, Upgraded to B2 from B3 Issuer: ConvergEx Holdings LLC -- Corporate Family Rating, Upgraded to B1 from B2 CSC HOLDINGS: Moody's Assigns 'B1' Rating on $500 Mil. Notes ------------------------------------------------------------ Moody's Investors Service assigned a B1 rating to the proposed $500 million senior unsecured note issuance by CSC Holdings, Inc., a wholly-owned subsidiary of Cablevision Systems Corporation. Net proceeds from the offering (expected to occur at an original issue discount) will be used to refinance $500 million of Cablevision debt maturing April 2009. Proforma for the assumed successful completion of the pending transaction, the short-term liquidity ratings for Cablevision and subsidiary Rainbow National Services LLC were revised to SGL-3 (from SGL-4) and SGL-2 (from SGL-1), respectively. All other ratings for Cablevision, CSC, Rainbow and subsidiary Newsday LLC were affirmed. The outlook for all ratings remains stable. Moody's has taken these rating actions: Issuer: Cablevision Systems Corporation (Cablevision or the Company) * Corporate Family Rating -- Affirmed at Ba3 * Probability of Default Rating -- Affirmed at Ba3 * Senior Unsecured Notes -- Affirmed at B2 (LGD6 -- 93%; previously LGD6 -- 92%) * Speculative Grade Liquidity Rating -- Upgraded to SGL-3, from SGL-4 * Rating Outlook -- Stable Issuer: CSC Holdings, Inc. (CSC) * Senior Secured Bank Credit Facilities -- Affirmed at Ba1 (LGD2 -- 18%; previously LGD2 -- 17%) * Senior Unsecured Notes and Debentures -- Affirmed at B1 (LGD4 -- 69%; previously LGD4 -- 67%) * Rating Outlook -- Stable Issuer: Rainbow National Services LLC (Rainbow) * Corporate Family Rating -- Affirmed at Ba3 * Probability of Default Rating -- Affirmed at Ba3 * Speculative Grade Liquidity Rating -- Downgraded to SGL-2, from SGL-1 * Senior Secured Bank Credit Facilities -- Affirmed at Ba2 (LGD2 -- 28%, unchanged) * Senior Unsecured Notes -- Affirmed at B1 (LGD5 -- 75%; previously LGD5 -- 74%) * Senior Subordinated Notes -- Affirmed at B2 (LGD6 -- 91%, unchanged) * Rating Outlook -- Stable Issuer: Newsday LLC (Newsday) * Senior Secured Fixed Rate Term Loan -- Affirmed at B1 (LGD4 -- 69%; previously LGD4 -- 67%) The liquidity rating revisions specifically reflect Moody's revised expectations of a reduced (albeit ongoing) reliance on the CSC revolving credit facility proforma for the new financing, and the likelihood of an increased reliance on the Rainbow revolving credit facility (which remains a modest but cost effective source of capital to partially support CSC's cash needs and enjoys better cushion relative to requisite financial maintenance covenant compliance levels) over the forward rating horizon. "Liquidity had been the primary near-term credit concern as evidenced by the former SGL-4 rating for Cablevision given looming maturities and market tightness, but long-term ratings have continued to incorporate Moody's expectation that the Company would indeed be able to access new capital, albeit a higher cost" noted Moody's Senior Vice President Russell Solomon. While the proposed note issuance will partially ease liquidity pressure, Moody's noted that a large refinancing need still remains in the third quarter of 2009. However, "the situation should now be much more manageable," added Mr. Solomon, "particularly if the deal is well received as expected and is upsized from the initial offering amount." Cablevision's ratings broadly reflect the Company's high financial risk and growing business risk, both of which are exacerbated by the historically shareholder-oriented predisposition and investment strategies of the controlling Dolan family. These risks are mitigated, however, by the industry-leading operating performance of the core cable business and prospects for further growth in what are perceived to be very high value assets, inclusive of the content and other media properties owned by the Company. Rainbow's ratings reflect the risks associated with its moderately high financial leverage, shareholder-oriented fiscal strategies, and concentrated asset and customer bases, the cash flows from which remain exposed to greater media fragmentation in future periods. These risks continue to be balanced, however, by the high perceived underlying value of Rainbow's primary assets and their free cash flow generating ability (notwithstanding its utilization to fund other investments), along with ongoing maintenance of a good liquidity profile. Newsday's rating principally reflects the equivalent senior unsecured risk of CSC by virtue of the CSC guaranty of Newsday's term loan. This risk is deemed to be lower (better) than that of Newsday's fundamental credit risk on its own, in the absence of the CSC guaranty and other credit enhancements (i.e.; mirror notes of Cablevision) afforded to Newsday. Moody's last rating action on Cablevision was on June 20, 2008, when Moody's affirmed the Company's Ba3 corporate family rating in connection with the Newsday acquisition financing. On June 4, 2008, Moody's affirmed Rainbow's Ba3 corporate family rating in conjunction with the issuance of its add-on revolving credit facility. Rainbow'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 Rainbow's core industry and Rainbow's ratings are believed to be comparable to those of other issuers of similar credit risk. Headquartered in Bethpage, New York, Cablevision Systems Corporation is predominantly a domestic cable TV multiple system operator serving more than 3 million subscribers in and around the New York metropolitan area. Among other entertainment- and media- related business ventures, the company also owns and distributes programming to cable television and direct broadcast satellite providers throughout the United States through its Rainbow National Services subsidiary. CSC HOLDINGS: S&P Assigns 'BB' Rating on $500 Mil. Senior Notes --------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'BB' rating and '3' recovery rating to CSC Holdings Inc.'s $500 million of proposed senior notes. Proceeds will be used to fund upcoming maturities. The '3' recovery rating indicates the expectation for meaningful (50%-70%) recovery of principal in the event of payment default. The corporate credit ratings on CSC and its parent, Bethpage, New York-based Cablevision Systems Corp., are both 'BB' with a negative outlook. "The ratings on Cablevision reflect our expectation that the company will continue to pursue an aggressive financial policy," said Standard & Poor's credit analyst Richard Siderman, "a factor that overshadows the company's investment-grade business risk profile." Cablevision's satisfactory business position stems from the attractive demographics of its well-clustered 3.1 million metro New York cable TV customers, bolstered by the business diversity provided by its programming arm. The company's cable customers demonstrate better-than-industry operating parameters, including excellent broadband penetration of 51.6% and cable telephony penetration of 38.8%, contributing to average revenue per basic video customer of about $133 in third- quarter 2008, well ahead of the cable industry as a whole. Cablevision's consolidated leverage remains aggressive, at 5.4x for the 12 months ended Sept. 30, 2008, and financial policy remains a constraint on the rating. Ratings List Cablevision Systems Corp. CSC Holdings Inc. Corporate Credit Rating BB/Negative/-- New Ratings Assigned CSC Holdings Inc. $500 million of proposed senior notes BB Recovery Rating 3 DEATH ROW: Will Auction Off Assets on January 15 ------------------------------------------------ Mariel Concepcion and Ed Christman at Billboard.com report that Death Row Records will be auctioned on Jan. 15, 2009. Billboard.com relates that Warner Music Group was named the stalking horse bidder for Death Row in February 2007, but the bidder then pulled out and was replaced by Koch Records, which later withdrew its offer. Citing people familiar with Warner Music and Death Row, Billboard.com states that due diligence showed that insufficient record keeping made it difficult to ascertain the label's valuation, and whether Death Row was worth the $25 million bid the two companies made. Billboard.com states that investment group Global Music agreed to purchase Death Row in June 2007, but the deal collapsed due to disagreement between investors, who then failed to raise the needed financing. According to Billboard.com, the auction will include recordings discovered since the original auction. About Death Row Headquartered in Compton, California, Death Row Records Inc. -- http://www.deathrowrecords.net/-- is an independent record producer. The company and its owner, Marion Knight, Jr., filed for chapter 11 protection on April 4, 2006 (Bankr. C.D. Calif. Case No. 06-11205 and 06-11187). Daniel J. McCarthy, Esq., at Hill, Farrer & Burrill, LLP, and Robert S. Altagen, Esq., represent the Debtors in their restructuring efforts. R. Todd Neilson serves as chapter 11 Trustee for the Debtors' estate. The U.S. Trustee for Region 17 appointed creditors to serve on an Official Committee of Unsecured Creditors. The Committee selected Pachulski Stang Ziehl & Jones as its counsel. When the Debtors filed for protection from their creditors, they listed total assets of $1,500,000 and total debts of $119,794,000. DELTA AIR: Operates with Northwest as Single Carrier, NMB Rules --------------------------------------------------------------- As widely reported, the National Mediation Board, a federal agency that helps resolve labor disputes, ruled on January 7, 2009, that Delta Air Lines, Inc. and Northwest Airlines Corporation are operating as a "single transportation system," which will allow the airlines' employees to resolve their union disputes. To recall, Delta, in connection with its merger transaction with Northwest, submitted an application to the NMB in September 2008, "seeking a determination that Delta and Northwest make up a single carrier," subsequent to the merger that was completed in October 2008. Reports noted that the NMB's determination that Delta and Northwest are a single carrier across the combined company will trigger elections for workers' union representation of workers. Prior to the merger, Delta's only big union was the Air Line Pilots Association, International, which also represented Northwest's pilots. Northwest's work force "was nearly all- union," notes The Associated Press. Specifically, Northwest's flight attendants and ground workers continue to be represented by the Association of Flight Attendants-CWA and the International Association of Machinists and Aerospace Workers. The NMB, however, does not allow the "partially unionized arrangement" to continue indefinitely, reports The Boston Globe. The AFA-CWA leaders indicated that the decision on when to seek an election should be determined by the Union leaders, the report adds. "That issue [on union representation] is expected to get decided eventually, but it will have to be initiated by workers themselves, not Delta," the NMB ruled, according to AP. Workers Group Air Out Concern Over Post-Merger Delta Leadership In an internal e-mail obtained by Aviationweek.com, Joe Piller, representative of the supervisory and administrative personnel group on the Delta Air Lines, Inc. Board Council, echoed some concerns that workers have raised regarding the makeup of the Delta leadership subsequent to its merger with Northwest Airlines Corporation. In his e-mail, which he sent solely to members of his represented work group, Mr. Piller said some workers have pointed out that there are "more Northwest leaders than pre-merger Delta leaders in the new Company," says the report. "Will they carry-on the Delta culture that is legacy and heritage valued by generations of Delta people and customers?" Mr. Piller wrote, echoing the workers' concern, said Aviationweek.com. As previously reported, Delta announced on October 31, 2008, a leadership team for the post-merger Delta composed of nine Delta and Northwest officers and executives. A mix of other Delta and Northwest executives were also appointed to other positions. Mr. Piller urged workers to "keep in mind recent successful leaders and colleagues who came to us from other companies," citing former CEO Jerry Grinstein and current CEO Richard Anderson as leaders who were not 'born' at Delta. Mr. Piller noted that while Delta's culture will soon likely to be unrecognizable because of the merger, "the change will be shaped by Delta people." Mr. Piller's group accounts for about 10% of the non-contract employees at the pre-merger Delta, according to the report. In a separate report, members of the International Association of Machinists and Aerospace Workers, Local 1833, told Delta management "not to interfere in workers' decision to choose their own representatives" at the merged Company, Transportworkers.org reported on December 29, 2008. The Union alleged that Delta management is "shutting [them] down" by preventing them from communicating with non-union workers and establishing company-dominated committees on key issues like seniority, says the report. Machinists Local 1833 members are coordinating with their non- union counterparts at Delta "as part of an organizing drive to win representation for all ground workers," Transporworkers.org said. Machinists Local 1833 is composed of ticket agents, reservations staff, baggage handlers and other ground crew at Northwest Airlines. Delta "Reluctant" On Pursuing Northwest's Dreamliner Aircraft Orders To recall, Delta -- as part of integrating its fleet with Northwest's -- is eyeing to scale back Northwest's 787 Dreamliner orders from Boeing Co., and expand its own order for Boeing 777- 200LRs. Specifically, Delta intends to purchase six Boeing 777-200LRs, six 737-700s and eight Bombardier CRJ-900s. As of November 2008, Northwest has had 18 of the Dreamliner aircraft -- which guarantees exceptional fuel efficiency -- on order, Freep.com says. Delta officials have disclosed that Boeing is reassessing a new date -- from the original August 2008 schedule -- for the firm delivery of its first 787 Dreamliners to Northwest. Delta president and Northwest CEO Ed Bastian told Freep.com that the airline already has the aircraft that "will fly almost any mission in the world," and declined to comment on the status of Northwest's Dreamliner orders. The Dreamliner costs between $146 million and $200 million, according to Freep.com. In a separate report, USA Today says that a result of its merger with Delta, Northwest's operations have been moved from Terminal 1 to Terminal 2 of the Salt Lake City International Airport. Effective January 5, 2009, arrivals and departures for Northwest flights are in Terminal 2's C Concourse. Northwest's ticket counter and baggage checking services, however, will remain in Terminal 1 until January 26, the report noted. Delta Repainting Northwest 747-700s "in Delta Colors" In 2009, Delta will be repainting 200 of Northwest's Boeing 747- 700s aircraft in light of Northwest's conversion of its brand to Delta, The Wall Street Journal reports. Delta spokesman Kent Landers told the Journal that four other Northwest aircraft have completed conversion "to Delta's livery", consisting of the 747, 1 A320, 1 DC-9 and 1 757 planes. According to Mr. Landers, the Delta-painted 747-400, which was introduced "in Delta colors" in December 2008, is flying on routes between the United States and Asia, and within Asia from Tokyo, Japan, the report notes. "By the end of 2010, we expect all Northwest aircraft to be painted in the Delta livery," Mr. Landers told the newspaper. In a blog posted at http://www.delta.com,Steve Smith, Delta fleet captain for Flight Operations Department, said that since the completion of the Delta-Northwest merger in October 2008, both airlines have continued to operate on separate certificates under the Federal Aviation Administration. Hence, he said, the repainted 747-400s and other aircraft will continue to be flown by Northwest crews under Northwest operating procedures, as part of the Delta team. About Delta Air Lines With its acquisition of Northwest Airlines, Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or http://www.nwa.com/-- is now the world's largest airline. From its hubs in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St. Paul, New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its Northwest subsidiary and Delta Connection carriers offer service to more than 376 destinations worldwide in 66 countries and serves more than 170 million passengers each year. Delta's marketing alliances allow customers to earn and redeem either SkyMiles or WorldPerks on more than 16,000 daily flights offered by SkyTeam and other partners. The merger closed on October 29, 2008. Prior to the merger, Delta was the world's second-largest airline in terms of passengers carried and Northwest was the world's fourth largest airline. Northwest and 12 affiliates filed for chapter 11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930). Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in Washington, represented the Northwest Debtors in their restructuring efforts. The Official Committee of Unsecured Creditors retained Scott L. Hazan, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C. as its bankruptcy counsel. When the Northwest Debtors filed for bankruptcy, they listed $14.4 billion in total assets and $17.9 billion in total debts. On May 21, 2007, the Court confirmed the Northwest Debtors' amended plan. That amended plan took effect May 31, 2007. (Northwest Airlines Bankruptcy News Issue No. 114; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). Delta and 18 affiliates filed for chapter 11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923). Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented the Delta Debtors in their restructuring efforts. Timothy R. Coleman at The Blackstone Group L.P. provided the Delta Debtors with financial advice. Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss Hauer & Feld LLP, provided the Official Committee of Unsecured Creditors with legal advice. John McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James S. Feltman at Mesirow Financial Consulting, LLC, served as the Committee's financial advisors. On April 25, 2007, the Court confirmed the Delta Debtors' plan. That plan became effective on April 30, 2007. The Court entered a final decree closing 17 cases on Sept. 26, 2007. (Delta Air Lines Bankruptcy News Issue No. 114; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). EAT AT JOE'S: Sept. 30 Balance Sheet Upside Down by $3,390,747 -------------------------------------------------------------- Eat At Joe's Ltd. and subsidiaries' consolidated balance sheet at September 30, 2008, showed total assets of $1,481,242 and total liabilities of $4,871,989, resulting in total stockholders' deficit of $3,390,747. For the three months ended September 30, 2008, the company posted a net loss of $150,927. The company has incurred a net loss for the nine months ended September 30, 2008, of $896,827, and as of September 30, 2008, had a working capital deficit of $3,403,632. "These conditions raise substantial doubt as to the company's ability to continue as a going concern," Joseph Fiore, chief executive officer, chief financial officer, chairman, secretary, and director, disclosed in a regulatory filing dated November 14, 2008. According to Mr. Fiore, the company's continued existence is dependent upon its ability to execute its operating plan and to obtain additional debt or equity financing. "Management plans include opening one new restaurants during the next twelve months and obtaining additional financing to fund payment of obligations and to provide working capital for operations and to finance future growth. The company is actively pursuing alternative financing and has had discussions with various third parties, although no firm commitments have been obtained. In the interim, shareholders of the company have committed to meeting its operating expenses. Management believes these efforts will generate sufficient cash flows from future operations to pay the company's obligations and realize other assets. There is no assurance any of these transactions will occur." A full-text copy of the company's quarterly report is available for free at: http://researcharchives.com/t/s?37b9 About Eat At Joe's Eat At Joe's Ltd. is developing, owns and operates theme restaurants styled in an "American Diner" atmosphere. ECO2 PLASTICS: Obtains $3.4 Million Convertible Bridge Loan ----------------------------------------------------------- On December 17, 2008, ECO2 Plastics, Inc., received total commitments for $3.4 million in the form of a convertible secured bridge loan provided by certain investors. The Loan is secured by all assets of the company. Pursuant to the Loan, the Investors received common stock purchase warrants to purchase an aggregate of 113,333,220 shares of the company's common stock at an exercise price of $0.015 per share. The Warrants are exercisable at any time prior to April 14, 2015. Several of the Investors have previously invested in the company. Trident Capital has a representative on the Board of Directors of the company, Tom Hutton is currently a member of the Board of Directors, and Rodney Rougelot is the CEO of the company. The Loan was obtained as part of a total bridge financing of $3.4 million from certain accredited investors to be made pursuant to the terms of a note and warrant purchase agreement. The purpose of the Financing is to fund the ordinary course working capital needs of the company. None of the proceeds of the Loans will be used to reduce or retire any existing debt of the company -- other than for trade payables. Additionally, in connection with the December 17, 2008 closing, certain investors in the company received a Convertible Note and Warrant Purchase Agreement containing certain representations and warranties made by the company in respect to company obligations, including the use of proceeds from the financing. The Loan accrues interest at a rate of 8% per annum and is due and payable on demand at any time on or after December 17, 2011. Under the terms of the Loan, the principal amount of and accrued, unpaid interest on the Loan is convertible into certain preferred stock or certain other equity securities of the company. David M. Otto resigned as director of the company effective December 17, 2008. Mr. Otto will continue to serve as the company's legal counsel with his firm The Otto Law Group, PLLC, of which he is the principal. Alex Millar was appointed as director of the company effective December 17, 2008. Going Concern Doubt In a regulatory filing dated November 14, 2008, Rodney S. Rougelot, director, chief executive officer and interim chief financial officer, disclosed that at September 30, 2008, the company had cash and cash equivalents of approximately $1.1 million and a working capital deficit of approximately $2.3 million, compared to cash and cash equivalents of $101,000 and a working capital deficit of $18.6 million at December 31, 2007. "At September 30, 2008, we had total stockholders' equity of approximately $5.8 million compared with total stockholder's deficit of approximately $11.8 million at December 31, 2007. While our financial position and condition is much improved and we are well positioned for operational and financial successes in the future, at September 30, 2008, the company does not have sufficient cash to meet its needs for the next twelve months." "The company has incurred recurring losses from operations and has a net working capital deficit and has had net capital deficiencies that raise substantial doubt about its ability to continue as a going concern." "Historically, our cash needs have been met primarily through proceeds from private placements of our equity securities and debt instruments including debt instruments convertible into our equity securities. Company management intends to raise additional cash to fund future operations and to provide additional working capital. However, there is no assurance that such financing will be obtained. We expect to continue to raise capital in the future, but cannot guarantee that such financing activities will be sufficient to fund our current and future projects and our ability to meet our cash and working capital needs." As of September 30, 2008, the company's balance sheet showed total assets of $11,417,000 and total liabilities of $5,621,000. A full-text copy of the company's quarterly report is available for free at: http://researcharchives.com/t/s?37ba About ECO2 Plastics ECO2 Plastics, Inc., has developed a unique and revolutionary patented process and system -- Eco2TM Environmental System. The Eco2 Environmental System cleans post-consumer plastics, without the use of water, at a substantial cost savings versus traditional methods. The company's success in developing additional marketable products and processes and achieving a competitive position will depend on, among other things, its ability to attract and retain qualified management personnel and to raise sufficient capital to meet its operating and development needs. EPICEPT CORP: Board Approves 2009 Employee Stock Purchase Plan -------------------------------------------------------------- The board of directors of EpiCept Corporation approved the company's 2009 Employee Stock Purchase Plan, including the reservation of 1,000,000 shares of the company's common stock, par value $0.0001, for issuance thereunder. A registration statement on Form S-8 with respect to the plan was filed on Dec. 23, 2008. The 2009 Plan is intended to comply with the provisions of Section 423 of the Internal Revenue Code of 1986, as amended. The 2009 Plan will become effective on Jan. 1, 2009, and is subject to stockholder approval. Notice of Delisting On Dec. 23, 2008, the company received a letter from the Nasdaq Listing Qualifications Department stating that Nasdaq determined to extend its suspension of the bid price and market value of publicly held shares requirements through April 20, 2009. As a result, all companies presently in a bid price or market value of publicly held shares compliance period will remain at that same stage of the process and will not be subject to being delisted for these concerns. Nasdaq Listing Qualifications Department notified the company in April 2008 that the company was not in compliance with certain continued listing requirements because (i) the market value of the company's listed securities fell below $35 million for ten consecutive business days, and (ii) the bid price of the company's common stock closed below the minimum $1.00 per share requirement for 30 consecutive business days. On May 7, 2008, the company was notified by the Nasdaq Listing Qualifications Department that the company had not regained compliance with the continued listing requirements of The Nasdaq Capital Market and that the company's securities were subject to delisting from The Nasdaq Capital Market. On May 14, 2008, the company requested a hearing to review this determination, which was held on June 12, 2008. On August 6, 2008, the company received a letter from the Nasdaq Office of the General Counsel stating that the Nasdaq Hearings Panel had granted the company's request for continued listing on The Nasdaq Stock Market, subject to the company's ability to (i) maintain a market value of listed securities above $35 million for 10 consecutive trading days, on or before Aug. 29, 2008, and (ii) comply with all requirements for continued listing on The Nasdaq Stock Market. The market value of the company's listed securities exceeded $35 million for the five trading days ending Aug. 7, 2008. On Oct. 22, 2008, the company received a letter from the Nasdaq Listing Qualifications Department stating that given the extraordinary market conditions, Nasdaq determined on Oct. 16, 2008, to suspend enforcement of the bid price and market value of publicly held shares requirements through Jan. 16, 2009. As a result, all companies presently in a bid price or market value of publicly held shares compliance period will remain at that same stage of the process and will not be subject to being delisted for these concerns. However, since the company had no calendar days remaining in its compliance period as of October 16th, Nasdaq stated it would determine, upon reinstatement of the rules, whether (i) the company maintains a minimum bid price of $1.00 per share for a minimum of 10 consecutive trading days, in which case the company will regain compliance, or (ii) the company meets The Nasdaq Capital Market initial listing criteria, except for the bid price requirement, in which case the company will be granted an additional 180 calendar day compliance period. If the company does not regain compliance during the specified period, it may be delisted. About EpiCept Corporation Based in Tarrytown, New York, EpiCept Corporation (NASDAQ:EPCT) -- http://www.epicept.com/-- is a specialty pharmaceutical company focused on the development of pharmaceutical products for the treatment of cancer and pain. The company has a portfolio of five product candidates in active stages of development. It includes an oncology product candidate submitted for European registration, two oncology compounds, a pain product candidate for the treatment of peripheral neuropathies and another pain product candidate for the treatment of acute back pain. The two wholly owned subsidiaries of the company are Maxim, based in San Diego, California, and EpiCept GmbH, based in Munich, Germany, which are engaged in research and development activities. EpiCept's net loss was $6.2 million compared to $7.7 million for the third quarter of 2007. For the nine months ended Sept. 30, 2008, EpiCept's net loss was $20.0 million compared to $22.4 million for the nine months ended Sept. 30, 2007. As of Sept. 30, 2008, EpiCept had approximately 76.2 million shares outstanding. At Sept. 30, 2008, the company's balance sheet showed total assets of $4.9 million and total liabilities of $20.8 million, resulting in a stockholders' deficit of $15,908 million. Going Concern Doubt Deloitte & Touche LLP, in Parsippany, New Jersey, expressed substantial doubt about EpiCept Corp.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 31, 2007. The auditing firm pointed to the company's recurring losses from operations and stockholders' deficit. EPICEPT CORP: Debt to Equity Swap Cues Substantial Debt Reduction ----------------------------------------------------------------- EpiCept Corporation disclosed that as a result of the conversion of approximately $1.9 million of its senior secured debt into its common stock and scheduled loan payments, the outstanding principal balance of its senior secured debt has been almost completely repaid. The company reported outstanding senior secured debt at Sept. 30, 2008, of $2.8 million. The remaining nominal balance of the company's senior secured loan will be repaid, together with any remaining fees, by the due date of April 1, 2009, or earlier. EpiCept Corporation disclosed in a regulatory filing with the Securities and Exchange Commission that on Dec. 17, 2008, Hercules Technology Growth Capital, Inc. converted a total of $100,000 in principal amount of the company's senior secured loan into 194,174 shares of the company's common stock. On June 23, 2008, EpiCept Corporation amended certain terms in its senior secured loan agreement with Hercules Technology Growth Capital, Inc. to provide Hercules with the right, between July 23, 2008, and December 23, 2008, to convert up to $1.9 million of the outstanding senior secured loan into shares of the company's common stock at a conversion price of $0.515 per share. Hercules previously converted $1 million in principal amount of the company's senior secured loan into 1,941,748 shares of the company's common stock, $500,000 in principal amount of the company's senior secured loan into 970,874 shares of the company's common stock, and converted $250,000 in principal amount of the company's senior secured loan into 485,437 shares of the company's common stock. After giving effect to the conversions into common stock, the remaining principal balance of the loan is approximately $7,000. About EpiCept Corporation Based in Tarrytown, New York, EpiCept Corporation (NASDAQ:EPCT) -- http://www.epicept.com/-- is a specialty pharmaceutical company focused on the development of pharmaceutical products for the treatment of cancer and pain. The company has a portfolio of five product candidates in active stages of development. It includes an oncology product candidate submitted for European registration, two oncology compounds, a pain product candidate for the treatment of peripheral neuropathies and another pain product candidate for the treatment of acute back pain. The two wholly owned subsidiaries of the company are Maxim, based in San Diego, California, and EpiCept GmbH, based in Munich, Germany, which are engaged in research and development activities. EpiCept's net loss was $6.2 million compared to $7.7 million for the third quarter of 2007. For the nine months ended Sept. 30, 2008, EpiCept's net loss was $20.0 million compared to $22.4 million for the nine months ended Sept. 30, 2007. As of Sept. 30, 2008, EpiCept had approximately 76.2 million shares outstanding. At Sept. 30, 2008, the company's balance sheet showed total assets of $4.9 million and total liabilities of $20.8 million, resulting in a stockholders' deficit of $15,908 million. Going Concern Doubt Deloitte & Touche LLP, in Parsippany, New Jersey, expressed substantial doubt about EpiCept Corp.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 31, 2007. The auditing firm pointed to the company's recurring losses from operations and stockholders' deficit. EPICEPT CORP: Selling Subordinated Convertible Note for $1MM ------------------------------------------------------------ EpiCept Corporation entered into a securities purchase agreement with GCA Strategic Investment Fund Limited and Private Equity Direct Finance to sell subordinated convertible notes due April 10, 2009, for aggregate proceeds of $1 million. The notes will be convertible into shares of the company's common stock, $0.0001 par value per share, at any time upon the election of the Purchasers at $1.00 per share. The company intends to use the net proceeds it receives to repay a portion of the outstanding principal of its senior secured loan with Hercules Technology Growth Capital, Inc. The remaining net proceeds will be used to meet its working capital needs and general corporate purposes. The notes will be subordinated to the senior secured loan made by Hercules. Rodman & Renshaw, LLC, a subsidiary of Rodman & Renshaw Capital Group, Inc. acted as the exclusive placement agent for the placement. The notes will be issued as an original issue discount obligation in lieu of periodic interest payments and therefore no interest payments will be made under these notes. Accordingly, the aggregate principal face amount of the notes will be $1,112,500. A full-text copy of the Form of Debenture, Placement Agent Agreement and Securities Purchase Agreement are available for free at: http://ResearchArchives.com/t/s?379f http://ResearchArchives.com/t/s?37a0 http://ResearchArchives.com/t/s?37a1 About EpiCept Corporation Based in Tarrytown, New York, EpiCept Corporation (NASDAQ:EPCT) -- http://www.epicept.com/-- is a specialty pharmaceutical company focused on the development of pharmaceutical products for the treatment of cancer and pain. The company has a portfolio of five product candidates in active stages of development. It includes an oncology product candidate submitted for European registration, two oncology compounds, a pain product candidate for the treatment of peripheral neuropathies and another pain product candidate for the treatment of acute back pain. The two wholly owned subsidiaries of the company are Maxim, based in San Diego, California, and EpiCept GmbH, based in Munich, Germany, which are engaged in research and development activities. EpiCept's net loss was $6.2 million compared to $7.7 million for the third quarter of 2007. For the nine months ended Sept. 30, 2008, EpiCept's net loss was $20.0 million compared to $22.4 million for the nine months ended Sept. 30, 2007. As of Sept. 30, 2008, EpiCept had approximately 76.2 million shares outstanding. At Sept. 30, 2008, the company's balance sheet showed total assets of $4.9 million and total liabilities of $20.8 million, resulting in a stockholders' deficit of $15,908 million. Going Concern Doubt Deloitte & Touche LLP, in Parsippany, New Jersey, expressed substantial doubt about EpiCept Corp.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 31, 2007. The auditing firm pointed to the company's recurring losses from operations and stockholders' deficit. FORD MOTOR: PBGC Worries on Firm's Pension Fund ----------------------------------------------- John D. Stoll at The Wall Street Journal reports that U.S. Pension Benefit Guaranty Corp. Director Charles E. F. Millard said that about 1.3 million workers and retirees could see their pensions slashed if one or more of the automakers were to collapse. WSJ relates that the PBGC's current deficit would double, as would the number of people receive pensions from the agency, if General Motors Corp., Ford Motor Co., and Chrysler LLC were to terminate their pension plans. According to WSJ, Mr. Millard said that the pension funds of GM, Ford Motor, and Chrysler would be underfunded by as much as $41 billion. Mr. Millard, WSJ reports, said that the three automakers have well funded pensions according to the standard accounting rules applied by the Securities and Exchange Commission. "An awful lot of people seem to think these plans are well funded or overfunded. Each of these plans is significantly underfunded [and] in three years I don't want people coming back and saying, 'How come the PBGC never told us that?'" WSJ quoted Mr. Millard as saying. The pension funds of GM, Ford Motor, and Chrysler can cover 76% of the pension obligations they have made, if they terminate the pension plans, WSJ states, citing Mr. Millard. PBGC, according to the report, said that GM's plan is estimated to be about $20 billion, or about 20% underfunded, while Chrysler's plan is 34% underfunded, resulting in a $9 billion-plus shortfall. The report states that Ford Motor's pension plans likely have a $12 billion deficit. Citing PBGC spokesperson Jeffrey Speicher, WSJ relates that the agency will cover about $13 billion of the estimated $41 billion shortfall. 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-'. FRONTIER AIRLINES: Asks Court to Approve Ratified Pilot Agreement ----------------------------------------------------------------- Frontier Airlines had disclosed that it has reached a tentative agreement for long-term wage and benefits concessions with leaders of the Frontier Airlines Pilots Association on December 19, 2008. Consequently, members of the FAPA ratified on January 5, 2009, a long-term labor pact, which is hinged upon certain modifications to their collective bargaining agreement with the airline, Frontier disclosed in a statement posted on its Web site. The Restructuring Participation Agreement, dated as of December 20, 2008, was approved by the FAPA Board of Directors. The ratification of the Agreement extends certain wage and benefit concessions through December 2011, the statement noted. Nearly 85% of votes cast by rank-and-file FAPA members were in favor of ratification. Of the 454 votes cast, 384 voted yes, only 70 voted no, Frontier said. "Our pilots once again have demonstrated their willingness to help Frontier's leadership move our airline toward sustainability and growth," said Frontier President and Chief Executive Officer Sean Menke. According to Mr. Menke, the ratification meant that 100% of Frontier workers have made wage and benefit concessions -- a factor that will prove critical in attracting exit financing for the Debtors' emergence from bankruptcy. FAPA President John Stemmler applauded the leadership of FAPA and its members for "[understanding] the challenges Frontier is facing," noting that the Ratified Agreement clearly demonstrates FAPA's commitment to Frontier and the Union's belief in the airline's long-term success. Subsequently, Frontier seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to perform under the modifications to the CBA as set forth in the Ratified Agreement. Terms of the Ratified Restructuring Agreement The Restructuring Agreement provides for Frontier pilots' wage reductions that vary over time, specifically: Compensation Period Pay Rate ------------------- -------- 01/20/2009 to 01/05/2011 reduced by 10% 01/20/2011 to 07/05/2011 reduced by 7% for all pilots with at least one year of service 07/20/2011 to 01/05/2012 reduced by 4% for all pilots with at least one year of service First Officers, while on the first step of the First Officer pay scale, will have their hourly rate reduced by 1% with respect to the First Compensation Period. Commencing with the paycheck for January 20, 2012, hourly rates for all pilots with at least one year of service with Frontier will be restored to the hourly rates. Under the Restructuring Agreement, FAPA will be granted an allowed general non-priority unsecured claim for $28,957,432 in the Debtors' cases pursuant to Section 502 of the Bankruptcy Code. The FAPA Claim is not subject to reconsideration under Section 502 or otherwise, and is inclusive of the claim asserted by the Union under an interim wage agreement in October 2008. The FAPA Claim is on account of the concessions made by FAPA under the Interim Agreement and the Restructuring Agreement, as well as the savings that resulted from the Agreements which benefited Frontier. FAPA has the sole authority and responsibility of determining the manner of allocation of the Allowed FAPA Claim among member- pilots. None of the pilots that the Union represents or any other party will have any other claim or cause of action on account of the Interim Agreement and the Restructuring Agreement. The Debtors have provided the relevant documents and agreements to the Statutory Committee of Unsecured Creditors. The Debtors intend to continue to work closely with the Committee in further analyzing the Restructuring Agreement, Marshall S. Huebner, Esq., at Davis Polk & Wardwell in New York, relates on behalf of Frontier. A full-text copy of the FAPA Restructuring Agreement is available for free at http://bankrupt.com/misc/FAPARestructuringPact.pdf. According to Mr. Huebner, Frontier's performance under the Restructuring Agreement is warranted because it provides for reductions in pay and benefits which result in labor cost savings to the Debtors of approximately $25 million over the duration of the Agreement. Moreover, the terms of the Restructuring Agreement, which resulted from good-faith negotiations, will provide what Frontier considers to be fair and reasonable terms of employment for its pilots, Mr. Huebner adds. Mr. Huebner further notes that the Debtors filed their request as soon as feasible after the Restructuring Agreement was ratified, to provide them ample time to notify parties-in-interest. It is critical that the request be approved as soon as possible so that Frontier's payroll management system can account for the wages and benefits concessions set forth in the FAPA restructuring Agreement as of January 20, 2009, Mr. Huebner tells the Court. Accordingly, the Debtors ask Judge Drain to schedule an expedited hearing to consider approval of their request, specifically setting January 12, 2008, as (i) the deadline for parties to file objections to the request, and (ii) the hearing date, if necessary. About Frontier Airlines Inc. Headquartered in Denver, Colorado, Frontier Airlines Inc. -- http://www.frontierairlines.com/-- provides air transportation for passengers and freight. It operates jet service carriers linking Denver, Colorado hub to 46 cities coast-to-coast, 8 cities in Mexico, and 1 city in Canada, as well as provide service from other non-hub cities, including service from 10 non-hub cities to Mexico. Frontier Airlines and its debtor-affiliates filed for Chapter 11 protection on April 10, 2008, (Bankr. S.D. N.Y. Case No. 08-11297 thru 08-11299.) Benjamin S. Kaminetzky, Esq., and Hugh R. McCullough, Esq., at Davis Polk & Wardwell, represent the Debtors in their restructuring efforts. Togul, Segal & Segal LLP is the Debtors' Conflicts Counsel, Faegre & Benson LLP is the Debtors' Special Counsel, and Kekst and Company is the Debtors' Communications Advisors. (Frontier Airlines Bankruptcy News Issue No. 30; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) FRONTIER AIRLINES: Seabury, Others Ask Court to Allow Fees ---------------------------------------------------------- Four professionals seek from the U.S. Bankruptcy Court for the Southern District of New York the allowance of fees and reimbursement of expenses for services they rendered in the bankruptcy cases of Frontier Airlines Holdings, Inc., and its debtor-affiliates for the period from August 1, 2008, to November 30, 2008: Professional Fees Expenses ------------ ---- -------- Seabury Transportation Holdings $2,565,970 $66,803 Davis Polk & Wardwell 3,241,836 89,080 Togut, Segal & Segal LLP 68,339 178 Faegre Benson LLP 50,386 777 Separately, Togut Segal filed with the Court records of time and expenses with respect to its Fee Application. The firm noted that the supplemental statement "corrects inadvertent errors in the Original Application, reducing the fees sought by $8,703." Accordingly, Togut Segal's professional fees for which it seeks Court approval, is $59,636, Albert Togut, Esq., said on behalf of the firm. Similarly, the Statutory Committee of Unsecured Creditors asks the Court to allow the reimbursement of its expenses from April 24 to November 30, 2008, aggregating $6,649. Two of the Statutory Committee's professionals also seek the Court's allowance of their fees and reimbursement of expenses for the period from August 1, 2008, to November 30, 2008: Professional Fees Expenses ------------ ---- -------- Houlihan Lokey Howard $600,000 $24,382 & Zukin Capital, Inc. as financial advisor Wilmer Cutler Pickering 271,473 4,531 Hale and Dorr LLP as attorneys About Frontier Airlines Inc. Headquartered in Denver, Colorado, Frontier Airlines Inc. -- http://www.frontierairlines.com/-- provides air transportation for passengers and freight. It operates jet service carriers linking Denver, Colorado hub to 46 cities coast-to-coast, 8 cities in Mexico, and 1 city in Canada, as well as provide service from other non-hub cities, including service from 10 non-hub cities to Mexico. Frontier Airlines and its debtor-affiliates filed for Chapter 11 protection on April 10, 2008, (Bankr. S.D. N.Y. Case No. 08-11297 thru 08-11299.) Benjamin S. Kaminetzky, Esq., and Hugh R. McCullough, Esq., at Davis Polk & Wardwell, represent the Debtors in their restructuring efforts. Togul, Segal & Segal LLP is the Debtors' Conflicts Counsel, Faegre & Benson LLP is the Debtors' Special Counsel, and Kekst and Company is the Debtors' Communications Advisors. (Frontier Airlines Bankruptcy News Issue No. 30; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) GAINEY CORP: Can Continue Using Cash to Fund Operations ------------------------------------------------------- Chris Knape at The Grand Rapids Press reports that the Hon. James Gregg of the U.S. Bankruptcy Court for the Western District of Michigan has granted Gainey Corp.'s request to continue using its cash to fund operations. The Grand Rapids Press relates that the creditors, which first disagreed to Gainey's request, have agreed that the company use its cash. The report says that Gainey would have been forced to close and liquidate had its request been denied. According to The Grand Rapids Press, the deal allows Gainey to use its cash until May 29, 2009, which should be long enough for it to present and start implementing a Reorganization Plan. The Plan, says the report, is expected to be filed by March 31, 2009. Headquartered in Grand Rapids, Michigan, Gainey Corp. -- http://www.gaineycorp.com/-- provides trucking and freight- services in the U.S. and parts of Canada. It has 5,000 trucks and trailers, and employs more than 2,300 workers including 1,900 truck drivers. The company and its subsidiaries filed for Chapter 11 bankruptcy protection (Bankr. W.D. Mich. Lead Case No. 08-09092) on Oct. 14, 2008. Daniel F. Gosch, Esq., Geoffrey A. Fields, Esq., and John T. Schuring, Esq. at Dickinson Wright PLLC represents the Debtor as counsel. The Lead Debtor listed between $50 million and $100 million in total assets and between $100 million and $500 million in total debts. GENERAL MOTORS: Gets $15 Billion in Liquidity-Boosting Measures --------------------------------------------------------------- Sharon Terlep at The Wall Street Journal reports that General Motors Corp. said on Sunday that it has secured $15 billion, or three-quarters of the $20 billion in liquidity-boosting measures aimed at keeping the company afloat. According to WSJ, GM identified an extra $5 billion in November 2008, mainly from cutting inventory. WSJ relates that GM had targeted $15 billion in liquidity enhancement earlier in 2008. WSJ states that GM reduced capacity and stopped production to conserve cash. The report says that GM promised to eliminate extra inventory kept on hand to avoid production disruptions, and the large supply of finished vehicles it kept in Europe. The $15 billion in measures had been completed by the end of 2008, including cuts to its $20 billion global inventory, WSJ relates, citing GM North America President Troy Clarke. According to the report, Mr. Clarke said during the North American Auto Show in Detroit that the remainder of the targeted $20 billion would come through asset sales and capital raisings. The report quoted him as saying, "The viability plan significantly lowers the break-even point of the company." PBGC Worries on Firm's Pension Fund John D. Stoll at WSJ reports that U.S. Pension Benefit Guaranty Corp. Director Charles E. F. Millard said that about 1.3 million workers and retirees could see their pensions slashed if one or more of the automakers were to collapse. WSJ relates that the PBGC's current deficit would double, as would the number of people receive pensions from the agency, if GM, Ford Motor Co., and Chrysler LLC were to terminate their pension plans. According to WSJ, Mr. Millard said that the pension funds of GM, Ford Motor, and Chrysler would be underfunded by as much as $41 billion. Mr. Millard, WSJ reports, said that the three automakers have well funded pensions according to the standard accounting rules applied by the Securities and Exchange Commission. "An awful lot of people seem to think these plans are well funded or overfunded. Each of these plans is significantly underfunded [and] in three years I don't want people coming back and saying, 'How come the PBGC never told us that?'" WSJ quoted Mr. Millard as saying. The pension funds of GM, Ford Motor, and Chrysler can cover 76% of the pension obligations they have made, if they terminate the pension plans, WSJ states, citing Mr. Millard. PBGC, according to the report, said that GM's plan is estimated to be about $20 billion, or about 20% underfunded, while Chrysler's plan is 34% underfunded, resulting in a $9 billion-plus shortfall. The report states that Ford Motor's pension plans likely have a $12 billion deficit. Citing PBGC spokesperson Jeffrey Speicher, WSJ relates that the agency will cover about $13 billion of the estimated $41 billion shortfall. 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 US$110.425 billion, total liabilities of US$170.3 billion, resulting in a stockholders' deficit of US$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 US$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. GOTTSCHALKS INC: In Talks w/ 2 Investors to Avert Bankruptcy ------------------------------------------------------------ Gottschalks Inc. (Pink Sheets: GOTT.PK) is in talks with two investors in order to stay afloat and avert bankruptcy, WWD.com reports. "Talks with two potential investors may hold the key to whether Gottschalks Inc. can avoid a bankruptcy filing," the report said. Gottschalks had announced Dec. 19 that it continues to be in discussions with Everbright Development Overseas Ltd. for an investment in Gottschalks as well as a strategic business partnership to establish direct sourcing and consignment product sales at Gottschalks and launch a wholesale business. The prior definitive agreement between Gottschalks and Everbright was terminated pursuant to a limited due diligence review period, which expired on December 15, 2008. Gottschalks, in that statement, said it remains in active discussions with Everbright as well as another party to structure a new potential transaction. Gottschalks, however, acknowledged that the proposed transaction remains subject to the negotiation and execution of mutually acceptable definitive agreements as well as customary closing conditions, including approval by the company's stockholders. Gottschalks Inc. said Jan. 8, 2009, that same store sales for the month of December decreased 9.6% from the prior year. Total sales for the four-week period decreased 11.5% to $99.8 million compared to $112.8 million in the same period of fiscal 2007. On a year-to- date basis, which consisted of 48 weeks, same store sales decreased 9.9% from the comparable period of fiscal 2007. Total sales on a year-to-date basis decreased 11.5% to $529.9 million compared to $598.5 million in the same period of the prior year. The company operated one less store for the month and the year-to- date periods compared to the same periods in fiscal 2007. About Gottschalks Gottschalks is a regional department store chain, currently operating 58 department stores and three specialty apparel stores in six western states, including California (38), Washington (7), Alaska (5), Oregon (5), Nevada (1) and Idaho (2). Gottschalks offers better to moderate brand-name fashion apparel, cosmetics, shoes, accessories and home merchandise. Gottschalks offers corporate information and selected merchandise on its website located at www.gottschalks.com. GMAC LLC: J. Ezra Merkin Leaves Co. as GMAC Financial Chairperson ----------------------------------------------------------------- Peter Lattman at The Wall Street Journal reports that J. Ezra Merkin resigned on Friday as GMAC Financial Services LLC's chairperson. As reported by the Troubled Company Reporter on Jan. 5, 2009, the U.S. Treasury Department, the new biggest shareholder at GMAC Financial Services, was expected to appoint a new chairperson of the board of directors, replacing Mr. Merkin. Mr. Merkin is facing a lawsuit by New York University for his involvement in the Bernard Madoff fraud. New York University claimed that Mr. Merkin fed funds from the college to Bernard Madoff's firm and that he concealed Mr. Madoff's fraudulent practices from the university. Mr. Merkin had decided that he wasn't going to stay after the Treasury Department took a bigger hand in GMAC. WSJ relates that GMAC has agreed with the Federal Reserve and Treasury Department to reshuffle its board as part of their bailout agreement. Sources said that Mr. Merkin's investments with Mr. Madoff had become a distraction for GMAC, WSJ reports. GMAC said in a statement on Friday that the new board will be disclosed by March 24, 2009. About GMAC LLC GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors Acceptance Corporation, is a global, diversified financial services company that operates in approximately 40 countries in automotive finance, real estate finance, insurance and other commercial businesses. GMAC was established in 1919 and employs approximately 26,700 people worldwide. GMAC is the biggest lender to GM's 6,500 dealers nationwide, most of which get the financing they need to operate and buy vehicle inventory from the automaker, CNNMoney.com notes. GMAC Financial Services is in turn wholly owned by GMAC LLC. Cerberus Capital Management LP led a group of investors that bought a 51% stake in GMAC LLC from General Motors Corp. in December 2006 for $14 billion. On December 24, 2008, GMAC Financial Services' application to become a bank holding company under the Bank Holding Company Act of 1956, as amended, was approved by the Board of Governors of the Federal Reserve System. In addition, GMAC Bank received approval from the Utah Department of Financial Institutions to convert to a state bank. As a bank holding company, GMAC will have expanded opportunities for funding and access to capital, which will provide increased flexibility and stability. For three months ended Sept. 30, 2008, the company reported net loss of $2.5 billion compared to net loss of $1.5 billion for the same period in the previous year. For nine months ended Sept. 30, 2008, the company incurred net loss of $5.5 billion compared to $1.6 billion for the same period in the previous year. At Sept. 30, 2008, GMAC's balance sheet showed total assets of $211.3 billion, total liabilities of $202.0 billion and members' equity of about $9.3 billion. * * * As reported in the Troubled Company Reporter on Dec. 15, 2008, Standard & Poor's Ratings Services said that its ratings on GMAC LLC (CC/Watch Neg/C) and its 100% owned subsidiary, Residential Capital LLC (CC/Watch Neg/C) are not affected by GMAC's announcement that it extended the early delivery time with respect to separate private exchange offers and cash tender offers to purchase or exchange certain of its and its subsidiaries' and Residential Capital's outstanding notes to provide investors with a final opportunity to consider the GMAC and Residential Capital LLC offers. GMAC LLC: Fitch Lowers Issuer Default Rating to 'RD' from 'CCC' --------------------------------------------------------------- Fitch Ratings has downgraded GMAC LLC's Issuer Default Rating to Restricted Default following completion of the company's bond exchange. The exchange covered approximately $28.8 billion (par value) of unsecured institutional debt. Fitch considers the exchange, which closed on Dec. 26, 2008, as a distressed debt exchange under Fitch's DDE criteria. GMAC's debt that was not part of the exchange is not designated RD. In Fitch's opinion, GMAC could have violated its debt/equity covenant if the company did not get a sufficient level of participation on the exchange. The designation of RD reflects Fitch's opinion that the exchange was limited enough in scope and did not affect all indebtedness of the company. As such, securities not subject to the exchange are not classified as RD. This has been downgraded: GMAC LLC -- Long-term IDR to 'RD' from 'CCC' Subsequent to this action, Fitch has placed GMAC's and Residential Capital LLC's IDR and security level ratings on Rating Watch Positive. The watchlisting reflects the fact that, with the bond exchange and capital infusions from both the company's ownership and U.S. Treasury, GMAC has strengthened its financial profile. Importantly, GMAC is now eligible to apply for the FDIC's Temporary Liquidity Guarantee Program, which may allow the company to issue a significant amount of debt at very favorable pricing. Although GMAC has made important headway in resolving near-term acute liquidity issues, Fitch believes the company continues to face material challenges to improve operating performance. Fitch's review will focus on these issues: -- The implications of direct financial support from the U.S. Government. -- GM's ability to return to long-term viability and changes to the operating agreements between GM and GMAC. -- GMAC's ability to meet and maintain regulatory capital requirements as well as develop a necessary regulatory compliance framework. -- Intermediate-term funding strategy, with a focus on expanding its funding through GMAC Bank. -- Long-term strategy for Residential Capital LLC. -- Relative notching of newly issued exchanged debt to previously existing debt. Fitch may notch based on Fitch's view of relative recovery between the exchanged debt, which has the benefit of additional subsidiary guarantees and non- exchanged debt which does not. Fitch anticipates completing this review in the next 4-6 weeks and would assign additional ratings to classes of debt. Ratings downgraded and placed on Rating Watch Positive by Fitch: GMAC LLC General Motors Acceptance Corp. of Canada Ltd. GMAC International Finance B.V. GMAC Bank GmbH General Motors Acceptance Corp of Australia General Motors Acceptance Corp. (New Zealand) Ltd. -- Long-term IDR to 'RD' from 'CCC' Ratings placed on Rating Watch Positive: GMAC LLC General Motors Acceptance Corp. of Canada Ltd. GMAC International Finance B.V. GMAC Bank GmbH -- Short-term IDR of 'C''; -- Senior unsecured of 'CC'; -- Short-term debt of 'C'. Residential Capital LLC -- Long-term IDR of 'D'; -- Short-term IDR of 'D' -- Senior unsecured of 'C'; -- Subordinated debt of 'C'; -- Short-term debt of 'C'. General Motors Acceptance Corp of Australia General Motors Acceptance Corp. (New Zealand) Ltd. GMAC Australia (Finance) Ltd. General Motors Acceptance Corp. (United Kingdom) Plc -- Short-term IDR of 'C'; -- Short-term debt of 'C'. HARBOUR WALK: Loses $17.6MM Foreclosure Judgment to Seacoast ------------------------------------------------------------ Brian Bandell at South Florida Business Journal reports that Harbour Walk Preserve LLC will lose its Stuart property at public auction, after Seacoast National Bank won a $17.6 million foreclosure judgment against the company. According to South Florida Business, the 53-acre commercial project at Wright Boulevard and U.S. 1 will be auctioned on Jan. 27, 2009, at the Palm Beach County Courthouse in West Palm Beach. South Florida Business states that Seacoast National had granted Harbour Walk Preserve a $13.9 million mortgage. The report states that Seacoast National filed a foreclosure lawsuit against Harbour Walk, which in turn filed Chapter 11 reorganization. Harbour Walk filed for Chapter 11 protection on May 23, 2008, in the U.S. Bankruptcy for the Southern District of Florida. Bradley S. Shraiberg, Esq., John E. Page, Esq., and Eyal Berger, Esq., at Kluger Peretz Kaplan & Berlin P.L., represent the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it listed estimated assets and debts of $10 million to $50 million. In December 2008, Harbour Walk had its case voluntarily dismissed, according to the report. Florida relates that Bradley Shraiberg, the attorney for Harbour Walk, said that the company couldn't sell the property for enough to pay off the mortgage. Harbour Walk Preserve LLC is based in Palm Beach Gardens, Florida. HOMELAND SECURITY: Sept. 30 Balance Sheet Upside Down by $2.8MM --------------------------------------------------------------- Homeland Security Network, Inc.'s September 30, 2008, balance sheet showed total assets of $1,301,218 and total liabilities (all current) of $4,168,732, resulting in total shareholders' deficit of $2,867,514. For the three months ended September 30, 2008, the company posted a net loss of $281,535. For the nine months ended September 30, 2008, the company posted a net loss of $1,448,324. "The company has incurred net losses in the nine months ended September 30, 2008 and 2007 and has had working capital deficiencies both periods," Chief Executive Officer Peter Ubaldi disclosed in a regulatory filing dated November 14, 2008. "Due to recurring operating losses and the company's current working capital deficit, there is a need to obtain additional funding of working capital for the company to operate as a going concern. The company incurred operating losses of $1,359,846 and $710,250 for the nine-month periods ending September 30, 2008 and 2007, respectively. In 2008, the company has been able to minimally sustain its working capital needs based on capital derived primarily from: issuances of additional common stock; notes payable and advances from related parties; and from the sale of tracking devices along with the associated airtime charges of these devices." According to Mr. Ubaldi, management is seeking a revolving credit facility for the purchase of inventory and various types of additional funding including issuance of additional common or preferred stock, additional lines of credit, or issuance of subordinated debentures or other forms of debt. "The inventory financing and additional funding would alleviate the company's working capital deficiency and increase profitability. However, it is not possible to predict the success of management's efforts to achieve profitability or to secure additional funding. Also, there can be no assurance that additional funding will be available when needed or, if available, that its terms will be favorable or acceptable. Management is also seeking to renegotiate certain liabilities in order to alleviate the working capital deficiency." "If the additional financing or arrangements cannot be obtained, the company would be materially and adversely affected and there would be substantial doubt about the Company's ability to continue as a going concern." A full-text copy of the company's quarterly report is available for free at: http://researcharchives.com/t/s?37b6 About Homeland Security Headquartered in Dallas, Texas, Homeland Security Network, Inc. -- http://www.hsni.us/-- doing business as Global Ecology Corporation (GEC), secured distribution rights to a patented water restoration technology, which represents a substantial opportunity in the multi-billon dollar global water purification market. The company has proposed the use of its services in the United States and several foreign counties. The company is into various forms of environmental restoration. IBIS TECHNOLOGY: Adjourns Special Stockholders Meeting to Jan. 21 ----------------------------------------------------------------- Ibis Technology Corporation disclosed that it adjourned its special meeting of stockholders scheduled for December 22 and will reconvene on Wednesday, Jan. 21, 2009 at 9:30 a.m. local time at the company's offices at 32 Cherry Hill Drive, Danvers, Massachusetts. The meeting was adjourned because the company had not received sufficient shareholder votes to act on the matters set forth in the Proxy Statement for such Special Meeting of Stockholders. In a regulatory filing with the Securities and Exchange Commission, the company disclosed that Nasdaq Stock Market, LLC has determined to remove from listing the its common stock. Based on a review of the information provided by the company, Nasdaq Staff determined that the company no longer qualified for listing on the Exchange pursuant to Marketplace Rules 4450(a)(02), 4450(a)(03) and 4450(a)(05). The company was notified of the Staffs determinations on April 16, 2008. The company requested a review of the Staffs determination before the Listing Qualifications Hearings Panel. Upon review of the information provided by the company, the Panel determined that the company did not qualify for inclusion on the Exchange based on its failure to comply with these Marketplace Rules: 4450(a)(02), 4450(a)(03) and 4450(a)(05). The company was notified of the Panels decision on Aug. 11, 2008, and trading in the companys securities was suspended on Aug. 13, 2008. The company did not request a review of the Panels decision by the Nasdaq Listing and Hearing Review Council. The Listing Council did not call the matter for review. The Panels Determination to delist the Company became final on Sept. 25, 2008. About Ibis Technology Ibis Technology Corporation (Nasdaq GM: IBIS) -- http://www.ibis.com/-- is a provider of oxygen implanters for the production of SIMOX-SOI (Separation-by-Implantation-of-Oxygen Silicon-On-Insulator) wafers for the worldwide semiconductor industry. Headquartered in Danvers, Massachusetts, Ibis Technology is traded on Nasdaq under the symbol IBIS. Going Concern Doubt KPMG LLP expressed substantial doubt about Ibis Technology Corporation's ability to continue as a going concern after auditing the company's financial statements for the year ended Dec. 31, 2007. The auditing firm pointed to the company's recurring losses from operations. Ibis Technology Corp. reported a net loss of $1,446,740 on total net sales and revenue of $265,130 for the second quarter ended June 30, 2008, compared with a net loss of $1,284,010 on total net sales and revenue of $94,493 in the corresponding period in 2007. At June 30, 2008, the company's consolidated balance sheet showed $9,762,833 million in total assets, $731,591 in total liabilities, and $9,031,242 in total stockholders' equity. The company had accumulated deficit of $90,170,387. IDEAEDGE INC: Issues 2MM Shares to Purchase 508,594 Add'l Shares ---------------------------------------------------------------- IdeaEdge, Inc., disclosed in a filing with the Securities and Exchange Commission it entered into subscription agreements with nine accredited investors. The transaction began on Nov. 20, 2008, and ended on Dec. 19, 2008. Pursuant to the agreement, the company issued 2,034,375 shares of its common stock and warrants to purchase an additional 508,594 shares of the company's common stock at an exercise price of $1.00 per share for a period of two years after their date of issuance, in exchange for gross proceeds totaling $1,627,500 ($1,507,500 net of expenses totaling $120,000). A full-text copy of the Subscription Agreement is available for free at: http://ResearchArchives.com/t/s?37ae A full-text copy of the WARRANT AGREEMENT is available for free at: http://ResearchArchives.com/t/s?37ad SPN, Inc., acted as a finder in connection with the transaction and earned 53,438 shares of its unregistered common stock and 38,360 warrants to purchase an additional 13,360 shares of its common stock at an exercise price of $1.00 per share for a period of two years from their date of issuance as equity compensation. As further consideration for its services, SPN will receive an additional 162,750 shares of the company's common stock in compensation directly from the share holdings of two of its three founding stockholders, James Collas and Chris Nicolaidis, who are also officers and directors of the company. The total number of outstanding shares of outstanding common stock as of the date of this report is 42,233,181. About IdeaEdge Inc. Headquartered in San Diego, IdeaEdge Inc. (OTC BB: IDED) develops gift card programs. The company distributes its gift cards primarily through major retail channels and online. The company's flagship gift card program is based on American Idol(TM), a leading entertainment and consumer merchandise brand in the U.S. The company will offer a wide range of consumer merchandise with American Idol(TM) and future brand partners. As reported in the Troubled Company Reporter on Dec. 3, 2008, IdeaEdge Inc. reported financial results for the year ended Sept. 30, 2008. For the year ended Sept. 30, 2008, the company's net loss totaled $4,998,995. The company's total liabilities at Sept. 30, 2008, included $65,072 in salary deferrals from its management employees. During 2008, the recorded the reduction of future guaranteed amounts owed under the American IdolTM license agreement of $835,856 due to an amendment it negotiated to its license agreement. Of the $340,364 recorded as accounts payable at Sept. 30, 2008, $258,391 represented an amount due to one software engineering contractor that was paid in full during October 2008. Going Concern Doubt On Oct. 31, 2008, BDO Seidman, LLP in La Jolla, California, raised substantial doubt about the company's ability to continue as a going concern after auditing the company's financial statements for the periods ended Sept. 30, 2008 and 2007. The auditors pointed to the company's net losses since inception and an accumulated deficit at Sept. 30, 2008. The auditor also noted that the company's ability to achieve its plans with regard to those matters, which may be necessary to permit the realization of assets and satisfaction of liabilities in the ordinary course of business, is uncertain. IMARX THERAPEUDICS: Nasdaq Removes Common Stock from Listing ------------------------------------------------------------ ImaRx Therapeudics, Inc., disclosed in a regulatory filing with the Securities and Exchange Commission that The Nasdaq Stock Market, LLC has determined to remove from listing its common stock. Based on a review of the information provided by the company, Nasdaq Staff determined that the company no longer qualified for listing on the Exchange pursuant to Marketplace Rules 4300, 4450(f), and IM-4300. The company was notified of the Staffs determination on Oct. 13, 2008. The company did not appeal the Staff determination to the Hearings Panel, and the Staff determination to delist the company became final on Oct. 22, 2008. Based in Tucson, Arizona, ImaRx Therapeutics Inc. (Nasdaq: IMRX) -- http://www.imarx.com/-- is a biopharmaceutical company developing and commercializing therapies for vascular disorders. The company's research and development efforts are focused on therapies for stroke and other vascular disorders using its proprietary microbubble technology. The company's commercialization efforts are currently focused on its product, urokinase, for the treatment of acute massive pulmonary embolism. Net loss for the third quarter of 2008 was $0.2 million compared to a net loss of $2.7 million for the same period last year. Net loss for the nine months ended Sept. 30, 2008 was $10.0 million compared to a net loss of $6.6 million for the same period last year. On Sept. 30, 2008, ImaRx had $2.4 million in cash and cash equivalents compared to $12.9 million in cash and cash equivalents on Dec. 31, 2007. At Sept. 30, 2008, the company's balance sheet showed total assets of $30.7 million, total liabilities of $20.5 million and stockholders' equity of $10.2 million. Going Concern Doubt Ernst & Young LLP, in Phoenix, Arizona, expressed substantial doubt about ImaRx Therapeutics Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 31, 2007. The auditing firm said that the company has recurring losses, which has resulted in an accumulated deficit of $81.2 million at Dec. 31, 2007. Subsequent to the end of the quarter, the company paid $5.2 million to satisfy all outstanding liabilities to Abbott Laboratories, including the $10.8 million balance on the $15.0 million non-recourse note. IMARX THERAPEUTICS: Hires MW&M as Independent Public Accountant --------------------------------------------------------------- ImaRx Therapeutics Inc. disclosed in a regulatory filing with the Securities and Exchange Commission that it engaged McKennon Wilson & Morgan LLP as its new independent registered public accounting firm to audit the company's consolidated financial statements for the fiscal year ending Dec. 31, 2008, and to perform procedures related to the financial statements included in the company's quarterly reports on Form 10-Q, beginning with the quarter ending March 31, 2009. The company notified Ernst & Young LLP that it will not be retained as the independent registered public accounting firm for the company to audit the company's consolidated financial statements for the fiscal year ending Dec. 31, 2008. The board of directors of company approved the decision to engage MW&M as its new independent registered public accounting firm and to dismiss E&Y from these duties. The reports of E&Y on the company's financial statements for the fiscal years ended Dec. 31, 2006, and Dec. 31, 2007, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle, except that the reports include explanatory paragraphs in 2007 and 2006 describing conditions that raise substantial doubt about the company's ability to continue as a going concern to the consolidated financial statements and an explanatory paragraph related to the company's adoption of Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, effective Jan. 1, 2006. Sublease Agreement In a separate filing, ImaRx Therapeutics, Inc., and Koronis Pharmaceuticals, Inc., entered into a Sublease Agreement for approximately 3,335 square feet of office and laboratory space located in Redmond, Washington. The Leased Facilities will serve as the company's principal executive offices and laboratories. The term of the Sublease Agreement will begin upon Jan. 1, 2009, and will expire on Oct. 31, 2009. The base rental rate under the Lease Agreement is $3,125.00 per month. In addition to the monthly rent, the company is obligated under the Sublease Agreement to pay 50% of additional charges attributable to the Leased Facilities incurred by Koronis under its lease agreement with the master landlord. Upon an event of default, the Sublease Agreement provides that Koronis may terminate the lease and require the Company to pay the entire amount of rent that would have been payable during the remainder of the lease term. The Lease Agreement also contains other customary default provisions, representations, warranties, and covenants. About ImaRx Therapeutics Based in Tucson, Arizona, ImaRx Therapeutics Inc. (Nasdaq: IMRX) -- http://www.imarx.com/-- is a biopharmaceutical company developing and commercializing therapies for vascular disorders. The company's research and development efforts are focused on therapies for stroke and other vascular disorders using its proprietary microbubble technology. The company's commercialization efforts are currently focused on its product, urokinase, for the treatment of acute massive pulmonary embolism. Net loss for the third quarter of 2008 was $0.2 million compared to a net loss of $2.7 million for the same period last year. Net loss for the nine months ended Sept. 30, 2008 was $10.0 million compared to a net loss of $6.6 million for the same period last year. On Sept. 30, 2008, ImaRx had $2.4 million in cash and cash equivalents compared to $12.9 million in cash and cash equivalents on Dec. 31, 2007. At Sept. 30, 2008, the company's balance sheet showed total assets of $30.7 million, total liabilities of $20.5 million and stockholders' equity of $10.2 million. Going Concern Doubt Ernst & Young LLP, in Phoenix, Arizona, expressed substantial doubt about ImaRx Therapeutics Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 31, 2007. The auditing firm said that the company has recurring losses, which has resulted in an accumulated deficit of $81.2 million at Dec. 31, 2007. Subsequent to the end of the quarter, the company paid $5.2 million to satisfy all outstanding liabilities to Abbott Laboratories, including the $10.8 million balance on the $15.0 million non-recourse note. IMPERIAL INDUSTRIES: Posts $4.5MM Net Loss in the Last 9 Months --------------------------------------------------------------- Imperial Industries, Inc., disclosed in a 10-Q filing with the Securities and Exchange Commission the results of operations for the third quarter and nine months ended Sept. 30, 2008. For three months ended Sept. 30, 2008, the company reported net loss of $1,810,000 compared with net loss of $72,000 for the same period in the previous year. For nine months ended Sept. 30, 2008, the company posted net loss of $4,596,000 compared with net income of $157,000 for the same period in the previous year. At Sept. 30, 2008, the company's balance sheet showed total asset of $20,746,000, total liabilities of $13,337,000 and stockholders' equity of $7,409,000. Liquidity and Capital Resources At Sept. 30, 2008, the company has working capital of $2,532,000 compared to working capital of $9,092,000 at Dec. 31, 2007. The decrease in working capital was due to the reclassification of the line of credit to a current liability, the full valuation allowance against the deferred tax asset and the increase in accounts payable partially offset by the increase in accounts receivable, inventory and income tax receivable. At Sept. 30, 2008, the company has cash and cash equivalents and restricted cash of $708,000 compared to cash and cash equivalents and restricted cash of $1,164,000 at Dec. 31, 2007. Net cash used in operating activities for the nine months ended Sept. 30, 2008, was $2,625,000 compared to net cash provided by operations of $1,394,000 for the same period of 2007. The decrease in cash from operations was due to the loss in the nine months ended Sept. 30, 2008, of $4,596,000 compared to net income of $157,000 in the same period of 2007. In addition, cash from operations decreased due to the increase in accounts receivable, inventory and income tax receivable offset by the cash provided by the increase in accounts payable. Net cash used in investing activities in the nine months ended Sept. 30, 2008, was $578,000 compared to net cash used in investing activities of $279,000 for the same period of 2007. The increase was due to an increase in investment in property, plant and equipment in 2008 compared to 2007 for facility improvements and equipment to support its new product offerings in the beginning of the year. Net cash provided by financing activities in the nine months ended Sept. 30, 2008, was $2,725,000 compared to net cash used in financing activities of $1,238,000 for the same period of 2007. The increase was due to the increase in notes payable line of credit of $3,516,000 in the first nine months of 2008, compared to a decrease of $1,238,000 in the same period of 2007. In the nine months ended Sept. 30, 2008, restricted cash increased $22,000 compared to a decrease of $703,000 in same period in 2007. A full-text copy of the 10-Q filing is available for free at http://ResearchArchives.com/t/s?37ac About Imperial Industries Based in Pompano Beach, Florida, Imperial Industries, Inc. (Nasdaq: IPII) -- http://www.imperialindustries.com/ -- is a building products company. The company sells products throughout the Southeastern United States with facilities in the States of Florida, Georgia, Mississippi, Alabama and Louisiana. Going Concern Doubt Grant Thornton LLP, in Fort Lauderdale, Florida, expressed substantial doubt about Imperial Industries Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended Dec. 31, 2007, and 2006. The industry in which the company is operating has been impacted by a number of adverse factors over the past 24 months. As a result, the company has incurred losses for the three months ended March 31, 2008, and the year ended Dec. 31, 2007. INTERNATIONAL BARRIER: Management Raises Going Concern Doubt ------------------------------------------------------------ At September 30, 2008, International Barrier Technology, Inc., had an accumulated deficit of $12,202,669 since its inception and expects to incur further losses in the development of its business, all of which casts substantial doubt about the company's ability to continue as a going concern, Michael Huddy, president, chief executive officer and director, and David Corcoran, chief financial officer and director, disclosed in a regulatory filing dated November 14, 2008. "The company's ability to continue as a going concern is dependent upon its ability to generate future profitable operations and to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management expects the company's operating cash requirement over the twelve-month period ended September 30, 2009, to be approximately $6,500,000. Management has no formal plan in place to address this concern but is considering obtaining additional funds by debt financing to the extent there is a shortfall from operations. While the company is expending its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds for operations." As of September 30, 2008, the company's balance sheet showed total assets of $5,663,672, total liabilities of $1,775,218, and total stockholders' equity of $3,888,454. A full-text copy of the company's quarterly report is available for free at: http://researcharchives.com/t/s?37bb About International Barrier International Barrier Technology Inc. develops, manufactures and markets proprietary fire resistant building materials branded as Blazeguard in the United States of America. The company owns the exclusive U.S. and international rights to the Pyrotite fire retardant technology. INTERNATIONAL TEXTILE: Obtains $30 Million Additional Funding ------------------------------------------------------------- International Textile Group, Inc., reported that on December 29, 2008, three investment funds that are affiliated with Wilbur L. Ross, Jr., the chairman of the board of directors of the company, provided additional funding to the company in the aggregate principal amount of $30 million. The company intends to use this funding for general corporate purposes in support of its apparel business, including providing additional funding to certain of its international greenfield initiatives. This funding is evidenced by subordinated promissory notes issued to each of WLR IV Parallel ESC, L.P., WLR Recovery Fund III, L.P. and WLR Recovery Fund IV, L.P. in the principal amounts of $90,000, $2,730,000 and $27,180,000, respectively. Mr. Ross and his affiliates own approximately 82% of the company's common stock, and approximately 87% of the company's outstanding voting power. The 2008 Subordinated Promissory Notes bear interest at a rate of 18.0% per annum. Interest on the 2008 Subordinated Promissory Notes is payable semi-annually on March 31 and September 30 of each year, and is payable-in-kind through the conversion of interest to additional principal amounts. The 2008 Subordinated Promissory Notes mature on June 6, 2012, and may be prepaid in whole or part at any time prior thereto without penalty. Lenders Waive Non-Compliance On December 24, 2008, International Textile Group and the holders of the company's $80 million senior subordinated notes due June 6, 2011, entered into Amendment No. 2 to the Senior Subordinated Note Purchase Agreement. Pursuant to the Amended Note Purchase Agreement, the holders of the Notes waived the company's non- compliance with an international greenfield indebtedness limitation contained in the Note Purchase Agreement. The Amended Note Purchase Agreement also modified that international greenfield indebtedness limitation to provide for an aggregate basket of $165 million, and includes an Excess U.S. Collateral Coverage Ratio to which the company is subject. Also on December 24, 2008, the company and certain of its U.S. subsidiaries, General Electric Capital Corporation and the other signatories thereto entered into the Consent and Amendment No. 14 to that certain Credit Agreement, dated as of December 29, 2006. The Amended Credit Agreement, among other things, permits the granting of the subordinated liens to the holders of the Notes. Re-Alignment International Textile Group, on November 26, 2008, disclosed that it is realigning its apparel fabric divisions to create a single apparel fabrics division. The consolidated division will include the Cone Denim and Burlington WorldWide divisions and their associated product brands. The company is in the process of developing the new organizational structure. In addition, the company is making further reductions in connection with the previously-announced closure of a facility in Hildesheim, Germany, which is a part of the company's automotive safety products division. The division consolidation, related reductions and the Hildesheim facility closure are expected to result in annual compensation savings of approximately $8 million to $9 million. The company expects to incur employee severance costs, estimated to be in a range of $5.2 million to $5.7 million that would be recognized as a charge to earnings in the fourth quarter of fiscal 2008. 3rd Quarter Results For the three months ended September 30, 2008, the company posted a net loss of $62,748,000 compared with a net loss of $16,181,000 for the same period a year earlier. Willis C. Moore, III, executive vice president and chief financial officer, disclosed in a regulatory filing dated November 14, 2008, that the company has incurred significant operating losses and negative cash flows from operating activities, and has a significant amount of outstanding debt, which is scheduled to mature at various times in 2009, which raises substantial doubt about the company's ability to continue as a going concern. "As the company's current cash flows are not sufficient to service its working capital and capital expenditure needs as well as the debt that is scheduled to mature over the next twelve months, the company's ability to continue as a going concern is dependent upon (i) its ability to refinance its existing debt maturing at various times during 2009, (ii) remain in compliance with the covenant requirements of our existing debt, (iii) obtain additional equity contributions or debt financing, (iv) reduce expenditures and attain further operating efficiencies, and, (v) ultimately, to generate greater revenue and gross profit. Given the current economic and credit environment as well as the company's financial performance year-to-date, there can be no assurance as to the availability of any necessary financing and, if available, that any potential source of funds would be available on terms and conditions acceptable to us, or that we will be able to achieve profitable operations and positive cash flows." As of September 30, 2008, the company's balance sheet showed total assets of $944,410,000, total liabilities of $720,658,000, minority interest of $13,286,000, and total stockholders' equity of $210,466,000. A full-text copy of the company's quarterly report is available for free at: http://researcharchives.com/t/s?37bc About International Textile International Textile Group, Inc., is a global, diversified textile manufacturer headquartered in Greensboro, North Carolina, with operations principally in the United States, China, Germany, Poland, Nicaragua, Mexico and Vietnam. The company produces automotive safety (including airbag fabric and airbag cushions), apparel, government uniform, technical and specialty textile products. J CREW: Weak Earnings Expectations Won't Affect S&P's 'BB-' Rating ------------------------------------------------------------------ Standard & Poor's Ratings Services said that its ratings and outlook on New York City-based J. Crew Group Inc. (BB-/Positive/ --) remain unchanged after the company announced weaker earnings expectations for fiscal 2008 than originally projected due to very difficult fall and holiday seasons. S&P believes that despite lowered guidance, J. Crew's credit metrics will remain strong for the current rating, with leverage expected to remain under 3x and EBITDA coverage of interest in the mid-4x range. Should performance worsen significantly from current expectations, S&P could revise the outlook to stable. JACKSON GREEN: Files for Chapter 11 Bankruptcy in Wisconsin ----------------------------------------------------------- Jackson Green LLC and its affiliate Jackson Green Associates Inc. sought protection from their creditors under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Western District of Wisconsin. Bloomberg notes that the company did not state any reason why it filed for bankruptcy. The company said it expects to pay some money to its unsecured creditor after in reorganizes, the report says. The company posted assets between $10 million and $50 million, and debts between $100 million and $500 million in its filing. Headquartered in Minocqua, Wisconsin, Jackson Green LLC operates a real estate company. JACKSON GREEN: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Jackson Green LLC 9359 Timberline Drive Minocqua, WI 54548 Bankruptcy Case No.: 09-10099 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Jackson Green Associates, Inc. 09-10102 Type of Business: The Debtors operate a real estate company Chapter 11 Petition Date: January 9, 2009 Court: Western District of Wisconsin (Eau Claire) Debtor's Counsel: Terrence J. Byrne, Esq. Jackson Green Associates, Inc. byrne@byrnelaw.com 115 Forest Street P.O. Box 1566 Wausau, WI 54402-1566 Tel: (715) 848-2966 Estimated Assets: $10 million to $50 million Estimated Debts: $100 million to $500 million The Debtor's Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Key Bank Real Estate Capital Collateral: $117,500,000 911 Main Street, Suite 1500 27,000,000; Kansas City, MO 64105 Unsecured: 90,500,000 Michael Lerner Collateral: $1,500,000 1555 N. Sheffield Avenue 27,000,000; Chicago, IL 60606 Unsecured: 90,500,000 Wachovia Securities Collateral: $1,187,000 NC 1075, 9th Floor 27,000,000; 201 S. College St. Unsecured: Charlotte, NC 28244 90,500,000 Adan 3, LLC $89,400 Holly Duran Real Estate $85,701 CBIZ Gibralter Real Estate $55,531 Services U.S. Equities $49,581 National City Bank $44,673 DX Main Construction $39,304 Robbins, Salomon And Pratt LTD $33,960 BRIC Springfile Llc $22,000 Levenfeld Pearlstein LLC $17,710 Commonwealth Edison $14,884 Kimco Corporation $13,998 Bric Management $12,206 Schiller Klein & McElroy PC $8,993 Urban Real Estate Research Inc. $8,000 Tyssenkrupp Elevator $7,374 Design Organization $7,142 The petition was signed by member Paula Hayes. JOHN VRATSINAS: Files for Chapter 11 Bankruptcy Protection ---------------------------------------------------------- Jeff Eckhoff at The Des Moines Register reports that John Vratsinas Commercial Builders Inc. has filed for Chapter 11 bankruptcy protection due to declining demand and a deterioration in its ability to get paid. Court documents say that John Vratsinas listed $13.1 million in assets and $9.9 million in debts. The Des Moines Register says that John Vratsinas listed almost $11.2 million in accounts receivable. According to a statement by CEO John Vratsinas, his company, which took in $39 million in 2008, will finish all outstanding projects and take on new work during its reorganization. Des Moines, Iowa-based John Vratsinas Commercial Builders, Inc., a.k.a. JVC Builders, filed for Chapter 11 bankruptcy protection on Jan. 7, 2009 (Bankr. S.D. Iowa Case No. 09-00031). Jerrold Wanek, Esq., at Garten & Wanek assists the company in its restructuring effort. The company listed assets of $13,156,069 and debts of $9,900,790. JONES APPAREL: Moody's Downgrades Rating on Senior Notes to 'Ba3' ----------------------------------------------------------------- Moody's Investors Service lowered the rating for Jones Apparel Group, Inc.'s senior unsecured notes to Ba3 from Ba2. All other ratings were affirmed including the company's corporate family rating at Ba2 and its speculative grade liquidity rating at SGL-2. The rating outlook remains stable. The senior unsecured notes were downgraded one notch to Ba3 from Ba2 as the company's $600 million Amended Credit Agreement became effective on January 5th, 2009. The Credit Agreement provided for, amongst other things, the granting of security interests in inventory and receivables of certain subsidiaries of Jones. As a result, recovery prospects are diminished for Jones' unsecured notes. Aside from the structural issues for the bondholders, Moody's notes the amendment provides the company with additional headroom on its financial covenants. Moody's believes Jones continues to have adequate liquidity, even at the Credit Agreement's reduced level (to $600 million from $750 million), coupled with cash balances of $200 million as of October 4, 2008, to meet its obligations including but not limited to the maturity of $250 million of unsecured notes in November 2009. These ratings were downgraded and LGD assessments amended: -- $750 million senior unsecured notes to Ba3 (LGD4, 67%) from Ba2 (LGD4, 55%) These ratings were affirmed: -- Corporate Family Rating at Ba2 -- Probability of Default rating at Ba2 -- Speculative grade liquidity rating at SGL-2 Moody's last rating action for Jones was the Oct 20, 2008 downgrade of the company's Corporate Family Rating and Unsecured Note Rating to Ba2 from Ba1. Jones Apparel Group Inc., headquartered in Bristol, Pennsylvania, is a designer, marketer and wholesaler of branded apparel, footwear, and accessories. The company also markets directly to consumers through various mall based specialty retail stores and outlet stores. Jones owns a number of nationally recognized brands including Jones New York, Anne Klein, Nine West, Gloria Vanderbilt and l.e.i. JONES APPAREL: Moody's Comments on Potential Risks -------------------------------------------------- Moody's commented on December 30, 2008, in a covenant quality assessment report covering all of Jones Apparel Group, Inc.'s outstanding bonds -- including the 4.250% Senior Notes due 2009, the 5.125% Senior Notes due 2014 and the 6.125% Senior Notes due 2034 -- that ambiguous language in the indenture's liens covenant raises issues concerning the extent of bondholder protection. The continuing deterioration in the credit environment has led many bank lenders to seek liens in their borrowers' most valuable collateral, so the specific language of the liens covenant -- both the scope of liens restrictions and exceptions -- have become a crucial area of market scrutiny. Moody's covenant quality assessment service ranks eight key covenants, including liens covenants, on a three-point scale of "strong", "moderate" and "minimal" in covenant quality. Although Jones Apparel's liens covenant scored in the "minimal" category due to the size of its quantitative carve-outs, an atypical feature of its bonds is the inclusion of several subsidiaries as co-obligors on the bonds that mitigates the risk of the bonds' potential structural subordination to subsidiary debt. Nevertheless, according to Moody's senior covenant analyst Lulu Cheng, "the key risk of Jones Apparel's liens covenant concerns the types of assets for which investors would get equal treatment, on a first lien basis, with any bank lenders." The covenant restricts the issuers' and their significant subsidiaries' ability to create liens on "principal properties", defined as "any property owned or leased" by them and whose net book value exceeds 1% of consolidated net tangible assets. However, the term "property", as used in the definition of "principal property", is undefined. Without a clear definition of the term "property", a risk remains that the liens covenant (as it applies only to "principal property") could be interpreted to exclude certain valuable assets from its scope. For example, according to Jones Apparel's most recent consolidated balance sheet for the period ended October 4, 2008, the issuers' accounts receivable and inventories comprise a significant portion (approximately 17.9%) of the issuers' total assets. In connection with the foregoing, Moody's notes that Jones Apparel recently granted a security interest in accounts receivable and inventories under an amended credit facility dated as of January 5, 2009, but that it would not be required to equally and ratably secure its notes. As a result of this amendment, on January 8, 2009, Moody's lowered its rating on Jones Apparel's unsecured notes to Ba3 from Ba2 reflecting Moody's expectations of diminished recovery prospects for the unsecured noteholders. The ambiguity in the definition of "principal property" remains unclarified in the security agreement and it is therefore uncertain whether future secured borrowing would be capped by the 20% "stockholders' equity" basket in the indenture or by the definition described above. Although Jones Apparel's unsecured notes are currently rated Ba3, the unsecured notes were rated investment grade (Baa2) at the time of issuance, as reflected by its covenant package. The indenture's other covenants -- including the merger restrictions covenant, the asset sales covenant and the sale/leaseback covenant -- also fall within Moody's "minimal" category of covenant protection. These are typical scores for an investment-grade indenture. JPMORGAN CHASE: S&P Junks Ratings on Two Classes of Notes --------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on four classes of commercial mortgage pass-through certificates from JPMorgan Chase Commercial Mortgage Securities Corp.'s series 2003- PM1. Concurrently, S&P affirmed its ratings on the remaining 15 classes from this transaction. The downgrades reflect anticipated credit support erosion upon the eventual resolution of the three ($18.9 million) specially serviced loans as well as credit concerns with four of the nine loans ($18.0 million) that have reported debt service coverage below 1.0x. The affirmed ratings reflect credit enhancement levels that provide adequate support through various stress scenarios. Three loans ($18.9 million) are with the current special servicer, ORIX Capital Markets LLC (ORIX, which replaced Midland Loan Services Inc. {Midland} as special servicer in November 2008). Details of these loans are: -- The Falls Apartment Homes loan ($9.5 million total exposure) is classified as real estate owned. The loan is secured by a 256-unit, class C multifamily complex in Fort Worth, Texas. The property was built in 1978 and renovated in 2002. The loan was transferred to the previous special servicer in October 2007 due to monetary default and became REO on Dec. 2, 2008. ORIX has indicated that the property is 32.4% occupied, down from 92.6% at issuance. An appraisal reduction amount totaling $3.3 million is in effect for this loan. Based on preliminary valuation estimates, Standard & Poor's expects a moderate loss upon the liquidation of the loan. -- The Hills Apartment Homes loan ($7.8 million total exposure) is also classified as REO. The loan is secured by a 264- unit, class C multifamily complex in Fort Worth, Texas. The property was built in 1973 and renovated in 2001. The loan was transferred to the previous special servicer in December 2005 due to monetary default and became REO on Dec. 2, 2008. ORIX has indicated that the property is 23.9% occupied, down from 92.1% at issuance. An ARA totaling $2.1 million is in effect for this loan. Based on preliminary valuation estimates, Standard & Poor's expects a moderate loss upon the liquidation of the loan. -- The Bally Vaughn loan ($1.7 million total exposure) is secured by a 72-unit multifamily property in Springfield, Illinois. The property was built in 1964. Occupancy was 97% as of September 2008, compared with 100% at issuance. The loan is 30 days delinquent and was transferred to the previous special servicer in November 2007 due to monetary default. ORIX is proceeding with foreclosure. An ARA totaling $0.2 million is in effect for this loan. There are nine loans ($81.0 million, 9%) in the pool that have reported low DSC. The loans are secured primarily by multifamily and retail properties, with an average balance of $9.0 million and an average decline in DSC of 62% since issuance. The four loans that are credit concerns ($18.0 million, 2%) have experienced an average decline in DSC of 36% since issuance and are secured by two multifamily properties, one industrial property, and one manufactured housing property. The properties have experienced a combination of declining occupancy and higher operating expenses. S&P does not consider the remaining five loans credit concerns at this time due to improving property occupancy, in-place reserves, or relatively low leverage. As of the Dec. 12, 2008, remittance report, the collateral pool consisted of 140 loans with an aggregate balance of $906.0 million, compared with 148 loans with a balance of $1.156 billion at issuance. There are 13 defeased loans totaling $190.6 million, 21% of the trust balance. Excluding these loans, the master servicer, Midland, reported financial information for 99% of the pool, 97% of which was interim or full-year 2007 data or interim 2008 data. Based on this information, Standard & Poor's calculated a weighted average DSC of 1.72x for the pool, compared with 1.70x at issuance. All of the loans in the pool are current except for the three specially serviced loans referenced above; there are three ARAs in effect totaling $5.6 million for these loans. To date, the trust has experienced one loss totaling $5.6 million, or 0.5% of the pool. The top 10 loans have an aggregate outstanding balance of $235.1 million (26%) and a weighted average DSC of 1.54x, compared with 1.49x at issuance. Midland provided property inspections for all of the top 10 loan exposures. Two were characterized as "excellent," and the remaining eight properties were characterized as "good." Midland reported a watchlist of 18 loans ($120.1 million, 13%). The largest loan on the watchlist is the Palm Beach Mall loan ($51.1 million, 6%), which is the largest loan in the pool. The loan is secured by a 1.2 million-sq.-ft. regional mall in West Palm Beach, Florida. The property was built in 1967 and last renovated in 2000. While the loan is current, this property has recently lost a number of significant tenants, including Dillard's (8% of net rentable area), DSW Shoe Warehouse (2% of NRA), and Old Navy (2% of NRA). As a result, occupancy at the property has dropped to 80.0% as of June 2008 from 91.6% at issuance, and DSC has dropped to 0.76x as of June 2008 from 1.51x at issuance. Standard & Poor's will evaluate information on this loan as it becomes available and take rating actions as appropriate. Standard & Poor's stressed the loans on the master servicer's watchlist, along with other loans with credit issues, as part of its pool analysis. The resultant credit enhancement levels support the lowered and affirmed ratings. Ratings Lowered JPMorgan Chase Commercial Mortgage Securities Corp. Commercial mortgage pass-through certificates series 2003-PM1 Rating ------ Class To From Credit enhancement (%) ----- -- ---- ---------------------- L B+ BB- 3.21 M B- B+ 2.42 N CCC B 1.94 P CCC- B- 1.62 Ratings Affirmed JPMorgan Chase Commercial Mortgage Securities Corp. Commercial mortgage pass-through certificates series 2003-PM1 Class Rating Credit enhancement (%) ----- ------ ---------------------- A-1A AAA 21.56 A-2 AAA 21.56 A-3 AAA 21.56 A-4 AAA 21.56 B AAA 17.89 C AAA 16.46 D AA 13.43 E AA- 11.99 F A 10.23 G BBB+ 8.80 H BBB 6.72 J BB+ 4.97 K BB 4.17 X-1 AAA N/A X-2 AAA N/A N/A - Not applicable. LEVEL 3: Moody's Adjusts Probability of Default Rating to 'Ca/LD' ----------------------------------------------------------------- Moody's Investors Service adjusted Level 3 Communications, Inc.'s probability of default rating to Ca/LD subsequent to the company completing tender offer transactions that were interpreted, for ratings purposes (and as was contemplated in Moody's November 24, 2008 press release that addressed the ratings' impact of the tender offer), as constituting a distressed exchange that is tantamount to a default. As was then noted, the PDR will be temporarily repositioned to Ca/LD to reflect the limited default that has occurred; the PDR will be repositioned (back to Caa1, under review for downgrade) after three business days. The November 24th press release also noted that Level 3's ratings had been placed on review for possible downgrade, with the potential of near-term growth prospects and liquidity being adversely impacted by rapidly deteriorating general economic conditions cited as a key factor behind the rating action. The process of assessing the company's underlying fundamentals and business prospects is ongoing and is expected to be completed within 30 to 45 days. As such, all ratings remain under review for possible downgrade. In addition to the aforementioned, the review will assess whether -- in light of expected activity levels, cash generation, leverage, coverage and prevailing capital market conditions -- there is material potential for additional refinancing activities akin to the recently completed distressed exchange. Included in this will be an assessment of Level 3's prospective ability to continue operating substantially within the framework of the current capital structure over the next two-to- three years as activities related to then-pending debt maturities are initiated. These factors, combined, are expected to heavily influence Moody's assessment of the company's perceived risk of subsequent default, which in turn, will impact the corporate family rating and facilitate conclusion of the ongoing review. Ratings Actions: Issuer: Level 3 Communications, Inc. -- Probability of Default Rating, Adjusted to Ca/LD from Ca (to be repositioned back to Caa1, under review for downgrade, after three business days) Existing Ratings: -- Corporate Family Rating, Caa1 -- Speculative Grade Liquidity Rating, SGL-2 -- Senior Unsecured Conv./Exch. Bond/Debenture, Caa2 (LGD5, 82%) -- Senior Unsecured Regular Bond/Debenture, Caa2 (LGD5, 82%) -- Subordinate Conv./Exch. Bond/Debenture, Caa3 (LGD6, 94%) Issuer: Level 3 Financing, Inc. -- Senior Secured Bank Credit Facility, B1 (LGD1, 07%) -- Senior Unsecured Regular Bond/Debenture, Caa1 (LGD3, 49%) Moody's most recent rating action concerning Level 3 was taken on November 24, 2008, at which time, among other things, the company's ratings (including its Caa1 Corporate Family Rating) were placed on review for possible downgrade. A distressed exchange occurs where: (i) the issuer offers debt holders a new security or package of securities that amount to a diminished financial obligation (such as preferred or common stock, or debt with a lower coupon or par amount, lower seniority, or longer maturity); or (ii) the exchange had the apparent purpose of helping the borrower avoid default. Headquartered in Broomfield, Colorado, Level 3 Communications, Inc. is a publicly traded international communications company with one of the world's largest communications and Internet backbones. LYONDELL CHEMICAL: Chapter 11 Filing Cues Fitch's D Rating ---------------------------------------------------------- Fitch Ratings has downgraded Netherlands-based petrochemicals company LyondellBasell Industries AF SCA's U.S.-based subsidiaries -- Lyondell Chemical Company, Equistar Chemicals L.P. and Millenium Americas Inc -- to Long-term Issuer Default 'D' from 'C' and removed them from Rating Watch Negative. The agency also assigned a Long-term IDR 'D' to Lyondell Basell Finance Co. The rating action follows the recent announcement that the U.S. companies have filed for bankruptcy. At the same time, LBI's Long- and Short-term IDRs of C' remain on RWN. A full list of rating actions follows at the end of this commentary. In filing for bankruptcy, the subsidiaries cited substantial deterioration in trading conditions and severe raw material cost volatility during H208. The filing for bankruptcy protection follows missed interest and fee payments by Lyondell Chemical Company on its bridge loan agreement due 4 January 2009, which were already postponed from 19 December 2008. Lyondell Chemical Company also announced that, pending court approval, it has made arrangements for up to US$8bn in debtor-in-possession financing to fund continuing operations, of which US$3.25bn represent additional funding. While seeking final approval for the DIP financing Lyondell Chemical Company has received bankruptcy court permission to borrow US$2bn along with US$100m to be immediately available to the company to prevent it from liquidating. The RWN on LBI's ratings reflects uncertainties related to the outcome of the company's debt restructuring under presently tight market conditions. It also reflects Fitch's belief that LBI will continue to face challenging market conditions in the near term with mounting pressure on its operating performance and cash flow generation and liquidity. Fitch will continue to closely monitor developments and will review its ratings and recovery assumptions when new developments occur. LBI, owned by Access Industries, was formed in December 2007 as a result of a merger between chemical groups, Basell and Lyondell. It is the world's third-largest independent chemical company. The rating actions applicable to LBI and its related entities are: Lyondell Basell Industries AF SCA (formerly Basell AF SCA) -- Long-term IDR: 'C'; remains on RWN -- Short-term IDR: 'C'; remains on RWN -- Senior notes: affirmed at 'C'/'RR6'/ off RWN Lyondell Chemicals Company -- Long-term IDR: downgraded to 'D' from 'C'; off RWN -- Secured debentures: 'B-' (B minus)/'RR1'; remains on RWN Lyondell Basell Finance Co -- Long-term IDR: assigned 'D' -- Fixed-rate second-lien loan: affirmed at 'C'/'RR6'; off RWN -- Floating-rate second-lien loan: affirmed at 'C'/'RR6'; off RWN -- Floating-rate third-lien loan: affirmed at 'C'/'RR6'; off RWN Equistar Chemicals L.P. -- Long-term IDR: downgraded to 'D' from 'C'; off RWN -- Secured debentures: 'B-'(B minus)/'RR1'; remains on RWN Millennium America Inc. -- Long-term IDR: downgraded to 'D' from 'C'; off RWN -- Senior debentures: affirmed at 'C'/'RR6'; off RWN MBD INC: Asks Court to Approve Stipulation on Cash Collateral Use ----------------------------------------------------------------- MBD Inc. asks the U.S. Bankruptcy Court for the Eastern District of California for the Court's approval of the Debtor's cash collateral stipulation with Umpqua Bank relating to the use of rents and common area charges on the Debtor's Fleetwook Property located on Ryan Avenue in Chico, California. Umpqua Bank holds two deeds of trust on the Fleetwood property which is also cross-collateralized with other properties of the Debtor which are subject to secured claims by the bank. Pursuant to the Stipulation for Use of Cash Collateral, the Debtor is authorized to use the rents and CAM charges to pay the operating expenses of the property in accordance with a budget. Unless sooner terminated due to certain events of default, the Stiupulation expires on July 25, 2009. As adequate protection, Umpqua Bank is granted replacement liens on collateral of the same type as it had before commencement of the Debtor's case. The replacement lien is subordinate to the administrative expenses (excluding professional fees) of any superseding Chapter 7 case, and does not apply to avoidance and other claims arising under the Bankruptcy Code. The Stipulation also provides that, if the replacement lien fails to provide adequate protection, the Bank may ask the Court for a superpriority adminsitrative claim pursuant to Sections 503(b)(1) and 507(a)(2) of the Bankruptcy Code. The Stipulation also prohibits the Debtor from surcharging the Bank under Sec. 506(c) of the Bankruptcy Code during the period in which the Debtor is authorized to the cash collateral of the Bank. About MBD Chico, California-based MBD, Inc., a.k.a. Meghdadi Builder Developer, operates a construction company. The Debtor filed for Chapter 11 protection on Oct. 6, 2008 (Bankr. E. D. Calif. Case No. 08-34347). William C. Lewis, Esq., who has an office in Palo Alto, California, represents the Debtor in its restructuring efforts. The company listed assets of $10 million to $50 million and debts of $10 million to $50 million. MERISANT WORLDWIDE: Financial Woes Cue Chapter 11 Bankruptcy ------------------------------------------------------------ Merisant Worldwide Inc. together with five of its affiliates filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware, various sources report. The company posted $331,077,041 in total assets and $560,742,486 in total debts in its filing. The company owes $362,128,760 in note debts to Wells Fargo Bank Minnesota National Association; 2,521,483 to ACH Food Companies, distributor and customer; and $500,000 in contract to Sergio Miguel Chase, among others. "This is a financial restructuring of our balance sheet, not an operational restructuring of our business," Bloomberg quoted Paul Block, the company chief executive officer, as saying "We've already taken aggressive steps to cut costs and make Merisant more efficient." According to Mr. Block, the company anticipates converting a significant amount of our debt to equity, which will be positive for Merisant, our customers and employees. The restructuring will free up more cash to invest in our business, Bloomberg relates. The company told Tribune Co. that the current turmoil in the credit markets made bank financing unavailable to it to refinance its near-term maturities and interest payments. Troubled Company Reporter said on Jan. 9, 2009, the company has a $35 million revolving credit and a $7.4 million term loan that mature on Jan. 11, 2009. In its Form 10-Q submitted to the Securities and Exchange Commission in November 2008, the company acknowledged that it is highly leveraged. At Sept. 30, 2008, the company and its subsidiaries, including Merisant Company, had $553,557,000 of long-term debt outstanding, consisting of $135,136 aggregate principal amount of the company's 121/4% senior subordinated discount notes due 2014, $225,000,000 aggregate principal amount of Merisant's 91/2% senior subordinated notes due 2013, and $193,421,000 aggregate principal amount outstanding under Merisant's senior credit agreement, excluding capital lease obligations of $89 and unused commitments on the revolving portion of the Senior Credit Agreement of $21,000,000. At September 30, 2008, borrowings under the Senior Credit Agreement included $7,416,000 (Term A) aggregate principal amount of term loans bearing annual interest of 8.35%, $174,005,000 (Term B) aggregate principal amount of term loans bearing annual interest of 6.40% and $12,000,000 aggregate principal amount in revolver commitments, bearing annual interest of 5.97%. The Term A loans are euro-denominated and are translated into U.S. dollars at the spot rate as of September 30, 2008. The Term A loans and the revolver commitment are scheduled to terminate in January 2009 and all amounts thereunder are scheduled to be repaid. Most of the Term B loans ($171,803,000) are due at its final maturity in January 2010. Additionally, interest on the Discount Notes will become payable in cash commencing on May 15, 2009. Semiannual interest payments of $8.6 million are required. The indenture governing the Notes limits Merisant's ability to pay dividends or loan cash to the Company, which has no operations of its own. As of November 13, 2008, borrowings under Merisant's revolving credit facility were $28,000,000. In aggregate, during the twelve months ending September 30, 2009, the company and Merisant are scheduled to pay $78,300,000 of principal and interest under the Company and Merisant's primary debt obligations. "Given the disruptions in the credit and financial markets in recent months, uncertainty exists as to whether we will be able to generate results from operations or consummate transactions sufficient to enable us to make all of these payments," Merisant said in their third quarter 2008 report. Merisant said it is engaged in discussions with certain of its secured lenders and debt security holders as well as potential financing sources with regard to refinancing or restructuring all or a portion of its debt obligations. "However, there can be no assurance that we will be able to refinance, replace or amend our outstanding debt obligations on terms favorable to us, or at all, particularly given current financial conditions." About Merisant Worldwide Headquartered in Chicago, Merisant Worldwide, Inc. is a leading global producer and marketing of low-calorie and zero calorie tabletop sweeteners, including Equal(R) and PureVia(TM). Equal(R) is sweetened with aspartame. Sales were approximately $277 million for the twelve months ended September 30, 2008. * * * As reported by the Jan. 7, 2009 issue of the Troubled Company Reporter, Moody's Investors Service lowered the ratings of Merisant Worldwide, Inc., including the company's probability of default and corporate family ratings to Ca from Caa3. The ratings agency said the company's weak credit metrics severely limit its financial flexibility, especially in the current credit market. Global competition from well capitalized Splenda(R)(produced by a subsidiary of Johnson & Johnson) has eroded sales and market share over the past several years. Leverage also increased in 2003 to fund an equity distribution. For the twelve months ended September 30, 2008 debt to EBITDA was unsustainable at approximately 25 times. The company's weak credit metrics severely limit its financial flexibility, especially in the current credit market. As reported by the TCR on Dec. 19, 2008, Standard & Poor's Ratings Services said that it lowered its ratings on Chicago, Illinois- based Merisant Worldwide Inc. and operating company Merisant Co., including its corporate credit rating, to 'CC' from 'CCC'. MERISANT WORLDWIDE: Case Summary & 29 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Merisant Worldwide, Inc., Debtor 33 North Dearborn Street, Suite 200 Chicago, IL 60602 Bankruptcy Case No.: 09-10059 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Merisant Company 09-10060 Merisant Foreign Holdings I, Inc. 09-10061 Merisant US, Inc. 09-10062 Whole Earth Sweetener Company, LLC. 09-10063 Whole Earth Foreign Holdings, LLC 09-10064 Related Information: The Debtors sells low-calorie tabletop sweetener. The Debtors' brands are Equal(R) and Canderel(R). The Debtors' headquarter is located in Chicago, Illinois, and have principal regional offices in Mexico City, Mexico; Neuchatel, Switzerland; Paris, France; and Singapore. In addition, the Debtors own and operate manufacturing facilities in Manteno, Illinois, and Zarate, Argentina, and own processing lines that are operated exclusively for the Debtors at plants located in Bergisch and Stendal, Germany and Bangkrason, Thailand. As of March 28, 2008, the Debtors have 20 active direct and indirect subsidiaries, including five subsidiaries in the United States, six subsidiaries in Europe, five subsidiaries in Mexico, Central America and South America, and three subsidiaries in the Asia Pacific region, including Australia and India. Furthermore, the Debtors' Swiss subsidiary holds a 50% interest in a joint venture in the Philippines. Merisant Worldwide holds 100% interest in Merisant Company. See: http://www.merisant.com/ Chapter 11 Petition Date: January 9, 2009 Court: District of Delaware (Delaware) Judge: Peter J. Walsh Debtor Bankruptcy Counsel: Sidley Austin LLP One South Dearborn Chicago, Illinois 60603 Debtors' Delaware Counsel: Robert S. Brady, Esq. bankfilings@ycst.com Young, Conaway, Stargatt & Taylor LLP The Brandywine Bldg. 1000 West Street, 17th Floor P.O. Box 391 Wilmington, DE 19899-0391 Tel: (302) 571-6600 Fax: (302) 571-1253 Financial Advisor: Blackstone Advisory Services LLP 345 Park Avenue New York, New York 10154 Claims Agent: Epiq Bankruptcy Solutions LLC 757 Third Avenue, 3rd Floor New York, New York 10017 The Debtors' financial condition as of November 30, 2008: Total Assets: $331,077,041 Total Debts: $560,742,486 The Debtors' Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Wells Fargo Bank Minnesota note debts $362,128,760 National Association c/o Wells Fargo Corporate Trust Services MAC N9303-110 Sixth and Marquette Avenue Minneapolis, MN 55479 Attn: Debra McNamee Tel: (613) 667-6245 Fax: (612) 667-9825 ACH Food Companies distributor/ $2,521,483 7171 Goodlett Farms Pkwy customer Memphis, TN 38106 Attn: General Counsel Fax: (901) 381-2906 Sergio Miguel Chase contract $500,000 Imperio Guarania SA Canada del Carmen 3069 2069 Luque, Paraguay Tel: +595 (21) 681558 Fax: +595 (981) 402137 Kuehne & Nagel Corp. shipping $453,141 Corn Products International trade debt $338,926 McDonnel Boehnen Hulbert services $223,893 Heartland Sweeteners LLC trade debt $223,123 The Royal Group trade debt $204,922 Kirkwood Communications marketing $146,749 Roc-Tenn Company trade debt $146,111 Brand Architecture trade debt $129,842 International Coating Place Inc. trade debt $127,689 Kankakee County Treasurer tax $123,000 Ladas & Parry trade debt $114,885 Advantages Sales & Marketing distributor $104,318 Jen-Coat Incorporated trade debt $103,366 DSC Logistics shipping $92,500 FedEx Freight East Inc. shipping $75,000 Key West Metal Industries Inc. trade debt $73,510 Calorie Control Council marketing $71,730 Holohan Heating & Sheet Metal trade debt $68,349 Northwest Pallets trade debt $67,164 C&S Wholesale Grocer trade debt $65,645 Catalina Marketing marketing $62,550 Brady Enterprises Inc. trade debt $61,446 David Kessler & Associates trade debt $36,000 Inc. TS Logistics Inc. shipping $35,000 Schawgraphics Incorporated trade debt $32,451 Synovate marketing $32,000 The petition was signed by Jonathan W. Cole, the company's vice president, general counsel and secretary. MERRILL LYNCH: Greg Fleming Will Leave Firm ------------------------------------------- Elinor Comlay at Reuters reports that Greg Fleming will leave Merrill Lynch & Co Inc. after the company completed its sale to Bank of America Corp. Reuters relates that Mr. Fleming is one of the architects of Merrill Lynch's sale to BofA. Mr. Fleming who had been set to lead the corporate and investment banking at BofA after the deal was completed on Jan. 1, 2009, Reuters states. Citing Yale University, the report says that Mr. Fleming would join the university's corporate law center as a senior research scholar in January. According to Reuters, Mr. Fleming joined Merrill Lynch in 1992 and from 2003 to 2007, he co-headed Merrill Lynch's markets and banking group with Dow Kim, who left the bank in 2007. The report says that Mr. Fleming supervised investment banking. Reuters states that Brent Clapacs, a Merrill Lynch senior executive in London, also said on Thursday that he was leaving. Reuters quoted Ken Crawford -- portfolio manager at Argent Capital Management in St Louis, Missouri, who holds BofA shares -- as saying, "If there has to be change, I would much rather that people from the investment bank leave than people from the brokerage. I think people will be watching more closely what happens with the brokerage force because I think that is the franchise value of Merrill." About Merrill Lynch Merrill Lynch & Co. Inc. -- http://www.ml.com/-- is a wealth management, capital markets and advisory companies with offices in 40 countries and territories. As an investment bank, it is a leading global trader and underwriter of securities and derivatives across a broad range of asset classes and serves as a strategic advisor to corporations, governments, institutions and individuals worldwide. Merrill Lynch owns approximately half of BlackRock, one of the world's largest publicly traded investment management companies with more than $1 trillion in assets under management. Merrill Lynch's operations are organized into two business segments: Global Markets and Investment Banking (GMI) and Global Wealth Management (GWM). GMI provides service global markets and origination products and services to corporate, institutional, and government clients around the world. GWM creates and distributes investment products and services for individuals, small- and mid-size businesses, and employee benefit plans. As reported by the Troubled Company Reporter on September 15, 2008, Merrill has had tens of billions of dollars worth of risky, illiquid assets carried on balance sheets that were leveraged at a debt-to-equity ratio of more than 20 to one in the past 15 months. The Wall Street Journal said that when the crisis started, the assets kept deteriorating in value and couldn't easily be sold, eating into the firm's capital cushion. Merrill's balance sheet topped $900 billion recently, WSJ added. As reported by the TCR on October 21, 2008, Merrill disclosed a net loss from continuing operations for the third quarter of 2008 of $5.1 billion, compared with a net loss from continuing operations of $2.4 billion for the third quarter of 2007. Merrill's net loss for the third quarter of 2008 was $5.2 billion, compared with a net loss of $2.2 billion, for the year-ago quarter. METRO CONTEMPORARY: Closes After Filing for Chapter 7 Liquidation ----------------------------------------------------------------- Monica Balderrama at KFOX News Reporter reports that Metro Contemporary Furniture has been closed since before the holidays. BusinessWeek relates that Metro Contemporary filed for Chapter 7 liquidation in the U.S. Bankruptcy Court for the Western District of Texas on Dec. 3, 2008, listing assets of less than $0.05 million and liabilities of $0.05 million. KFOX News quoted Sammy Carrejo, Metro Contemporary's marketing director at Direkt Connect, as saying, "We see anywhere from 10 to 25 questions a day from customers coming in here trying to get their furniture back and inquiring about what happened to them." According to KFOX News, the Better Business Bureau listed two Metro Contemporary units and 15 workers. Metro Contemporary Furniture is based in El Paso. MICHAEL PERRY: Hopes to Use Water from North Canal for Turbines --------------------------------------------------------------- The Eagle-Tribune reports that Michael Perry hopes that a Land Court judge will let him use water from the North Canal to power three turbines in the basement of his 300 Canal St. building. According to The Eagle-Tribune, Mr. Perry has been fighting for access to that power supply since 2004 against Rome, Italy-based energy company Enel. Mr. Perry, The Eagle-Tribune reports, said that if the court rules in his favor, he will be able to keep the mill on the north side of the river. The Eagle-Tribune quoted Mr. Perry as saying, "If we win, I'll refurbish the hydroelectric turbines, generate power and sell it." Mr. Perry said that proceeds from the sale of electricity would be enough to help him renovate the building and pay his debts, and get him out of bankruptcy, the report states. The bankruptcy is at a standstill pending resolution of the lawsuit over the hydropower, The Eagle-Tribune says, citing Mr. Perry. Michael Perry owns the 700,000-square-foot Pacific Mill near the Central Bridge. NEXIA HOLDINGS: Unit Completes $2.1 Million Sale of Utah Property ----------------------------------------------------------------- Wasatch Capital Corporation, Nexia Holdings, Inc.'s subsidiary, has completed the Real Estate Purchase Contract with Bandaloops, LLC, pursuant to the sale of its ownership interest in the Wallace/Bennett Buildings located at 59 West 100 South, Salt Lake City, Utah. The total sale price was $2,150,000 which was satisfied under these terms: -- Wasatch will finance $1,145,000 in an All Inclusive Trust Deed and Note that mirrors the two existing mortgages on the property; -- a 10-year note in the amount of $105,000 and interest of 5% will be secured in the property; -- Wasatch will retain the right to occupy all areas of the building except the first floor for the first year at a rent of $123,648 paid at the closing and hold an option to rent space for two additional years at a rent of $8.00 per square foot triple net. Vasilios Priskos will personally guarantee the promissory note to Wasatch. Wasatch will participate in any future sale of the property if the property is sold for a premium over its purchase price. Wasatch will be entitled to a premium on the $105,000 promissory note in the same percentage as the new sales price exceeds the current sales price, 50% increase in price will result in a 50% premium on the note. About Nexia Holdings Headquartered in Salt Lake City, Utah, Nexia Holdings Inc. (OTC BB: NEXA) -- http://www.nexiaholdings.com/-- is a diversified holdings company with operations in real estate, health & beauty, and fashion retail. Nexia owns a majority interest in Landis Lifestyle Salon, a hair salon built around the AVEDA(TM) product lines. Through its Style Perfect Inc. subsidiary, Nexia owns the retail and design firm Black Chandelier and its related brands. For nine months ended Sept. 30, 2008, the company posted net loss of $4,699,893 compared with net loss of $3,288,803 for the same period in the previous year. For the three months ended Sept. 30, 2008, the company posted net loss of $1,861,552 compared with net loss of $1,272,214 for the same period in the previous year. At Sept. 30, 2008, the company's balance sheet showed total assets of $4,606,164 and total liabilities of $12,528,363, resulting in a stockholders' deficit of $7,922,199. Going Concern Doubt Hansen Barnett & Maxwell, P.C., in Salt Lake City, expressed substantial doubt Nexia Holdings Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 31, 2007. NEXIA HOLDINGS: Authorizes Delivery of Shares of Preferred Stock ---------------------------------------------------------------- Nexia Holdings Inc. disclosed in a regulatory filing with the Securities and Exchange Commission that it authorized the delivery of shares of the company's series C Preferred Stock to the following: -- Joseph Corso, Jr. - 20,000 shares -- Geoffrey Eiten - 10,000 shares -- Chris Cottone - 30,000 shares -- AmeriResource Technologies Corporation - 20,000 shares -- Geoffrey Eiten - 10,000 shares The issuance represents compensation for providing or obtaining promotional services for the benefit of the company. The transaction was handled as a private sale exempt from registration under Rule 506 of Regulation D and the Securities Act of 1933. Additionally, the company disclosed that it has reviewed the conversion of 60,000 shares of its Series C Preferred Stock into 375,000,000 shares of common stock. The conversions were made by a total of 13 different holders of the Series C shares, all shares that had been issued and outstanding for in excess of one year. Nexia has received from each of the parties representations that none of them hold more than 4.9% of the issued and outstanding shares of common stock, that they are not affiliates of the company and that they will comply will all applicable laws and regulations regarding the shares they are receiving. As a result of the conversions, a total of 1,161,289,532 shares of the common stock of Nexia Holdings, Inc. will be issued and outstanding. Total number of restricted shares currently issued would be approximately 538,976,123. The estimated float after the issuance of the conversion shares described above would be approximately 612,677,000. The process of issuing all of the conversion shares may take one or two business days. About Nexia Holdings Headquartered in Salt Lake City, Utah, Nexia Holdings Inc. (OTC BB: NEXA) -- http://www.nexiaholdings.com/-- is a diversified holdings company with operations in real estate, health & beauty, and fashion retail. Nexia owns a majority interest in Landis Lifestyle Salon, a hair salon built around the AVEDA(TM) product lines. Through its Style Perfect Inc. subsidiary, Nexia owns the retail and design firm Black Chandelier and its related brands. For nine months ended Sept. 30, 2008, the company posted net loss of $4,699,893 compared with net loss of $3,288,803 for the same period in the previous year. For the three months ended Sept. 30, 2008, the company posted net loss of $1,861,552 compared with net loss of $1,272,214 for the same period in the previous year. At Sept. 30, 2008, the company's balance sheet showed total assets of $4,606,164 and total liabilities of $12,528,363, resulting in a stockholders' deficit of $7,922,199. Going Concern Doubt Hansen Barnett & Maxwell, P.C., in Salt Lake City, expressed substantial doubt Nexia Holdings Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 31, 2007. NORTH FOREST: S&P Affirms 'B' Uninsured Rating on General Debt -------------------------------------------------------------- Standard & Poor's Ratings Services has affirmed its 'B' uninsured rating and issuer credit rating on North Forest Independent School District, Texas' general obligation debt and removed the rating from CreditWatch with developing implications, where it was placed on Aug. 14, 2008. The outlook is developing. "The developing outlook reflects the potential for either positive or negative rating action depending on the financial condition of the district over the next two years. Should the district's financial position remain in distress, with a substantial amount owed to other internal funds, along with signs that the district will not remain solvent, then the rating will be lowered," said Standard & Poor's credit analyst James Breeding. "In addition, should there be any legal or financial repercussions from the misuse of bond proceeds that adds additional stress to the district, the rating will likely be lowered," he said. Should the district's financial position improve over the intermediate term, with balanced budgets, progress toward reducing liabilities, and management stability, the rating may be raised. However, financial progress offset by ongoing negative fund balances may constrain the rating to below investment grade. The district ended fiscal 2007 with a severe decline in the unreserved general fund balance to a negative $6.7 million from a positive $14.8 million in fiscal 2006 based on a number of factors, including the recording of a $7.3 million liability to the state of Texas for the overpayment of per-pupil funding in the previous year and deficit spending in instructional, school leadership, and administration areas. According to the auditor, the overpayment by the state was due to improper reporting of student enrollment while deficit spending was due to the finance department's understaffing and lack of monitoring. The independent auditor also expressed concern about the district's ability to continue to exist. Other problems include management's use of bond proceeds to cover a portion of operating expenses while waiting for additional tax revenues to be collected. These funds have not been fully repaid. The adopted fiscal 2008 budget showed balanced operations, but did not include the withholding of the $7.3 million by the state. Therefore, a significant shortfall was anticipated. The operations and maintenance tax rate was already set at the current state maximum of $1.04 per $100 of assessed value, with an additional levy for debt service, and tax collections remain below average at less than 90%. Unaudited fiscal 2008 results show a general fund balance of negative $4.6 million, but there is potentially another $11 million to $12 million owed to the capital projects fund. New district management has indicated that it can balance the budget this year, but a significant tax rate increase would be necessary to help reduce the deficit balance. That increase in the tax rate, however, must be approved by district residents. On Dec. 6, 2008, the ballot measure overwhelmingly failed. The ending general fund balance for fiscal 2009 is projected to reflect an improvement to a negative $1.0 million, but this does not account for all district liabilities. The district's next debt service payment is scheduled for Feb. 15, 2009. Management has indicated that there will be sufficient funds on hand -- roughly $5.1 million -- to cover the $1.5 million payment. PAUL REINHART: Ct. Authorizes CoMark to Sell Disputed Cotton Bales ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Texas, upon the joint expedited motion of debtor Paul Reinhart, Inc. and Cooperative Marketing Alliance, Inc. (CoMark), authorized CoMark to sell certain assets, designated as the "disputed cotton bales", provided that: 1) the terms of sale are consented by the Debtor, which consent will not be unreasonable withheld, and the sale is conducted at arm's length and in accordance with customary and ordinary market terms or on such discounted terms as may be consented to by the Debtor after consultation with Wells Fargo HSBC Trade Bank, National Association, as Admin. Agent, and the Official Committee of Unsecured Creditors; 2) CoMark will segregate the sale proceeds and not commingle the proceeds with any of its other funds; 3) CoMark will, within 3 business days of receipt of the sale proceeds will deposit the proceeds into the registry of the Court, and 4) the sale proceeds, and any interest thereon while on deposit in the Court's registry, will be released from the Court's registry only entry of the order of the Court. To the extent that the estate has an interest in the Disputed Cotton Bales, the sale of the Disputed Cotton Bales shall be free and clear of any and all liens, claims or encumbrances, provided, however, that any validly-existing security interests and liens of the Lenders' Agent and any other parties in interest, if any, in the Disputed Cotton Bales shall attach to the Disputed Bales Sales Proceeds in the same order and priority as they existed prior to such sale. About Paul Reinhart Based in Richardson, Texas, Paul Reinhart Inc. is a cotton merchant serving organic and traditional growers and textile mills. The company, which filed for Chapter 11 bankruptcy on Oct. 15, 2008 (Bankr. N.D. Tex. Case No. 08-35283), blamed futures losses and its inability to attain adequate financing for the bankruptcy filing. Deborah M. Perry, Esq., and E. Lee Morris, Esq., at Munsch Hardt Kopf & Harr, P.C.; and Joseph M. Coleman, Esq., at Kane, Russell, Coleman & Logan, represent the Debtor as counsel. The U.S. Trustee for Region 6 appointed creditors to serve on an Official Committee of Unsecured Creditors in this case. Michael R. Rochelle, Esq., and Sean Joseph McCaffity, Esq., at Rochelle McCullough L.L.P., represent the Committee as counsel. In its schedules, the Debtor listed total assets of $143,943,710 and total debts of $247,421,595. PHOENIX COS: S&P Assigns 'BB+' Preliminary Rating on Senior Debt ---------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its preliminary 'BB+' senior debt, 'BB' subordinated debt, and 'BB-' preferred stock ratings on Phoenix Cos. Inc.'s universal shelf filing, which it filed on Jan. 6, 2009. In fourth-quarter 2008, Phoenix completed a number of initiatives, including the successful spin-off of its asset management business, which is now Virtus. The company also completed a reinsurance agreement with Swiss Re, which will increase Phoenix's capital at its lead operating company, Phoenix Life Insurance Co. Phoenix also has undertaken a number of initiatives to improve its statutory earnings and financial flexibility. "These actions were a positive response to the challenges the company faced in the third quarter, which included a large goodwill and intangible write-off related to its asset management business, as well as reduced statutory earnings and capital at the lead operating company, PLIC," said Standard & Poor's credit analyst Adrian Pask. QUECHAN TRIBE: Fitch Retains Negative Watch on 'CCC' Issuer Rating ------------------------------------------------------------------ The ratings assigned to the Quechan Tribe of the Fort Yuma Indian Reservation remain on Watch Negative following the tribe's securing of external financing in the form of a $13.5 million loan from another Native American government. Management indicates that the proceeds of the loan are sufficient to provide the remainder of the $208 million in total project costs for construction and equipping of a replacement facility for its current California casino operation. Quechan's ratings are: -- Issuer rating 'CCC'; -- $110 million gaming enterprise revenue bonds series 2008 'CCC+'; -- $45 million governmental project bonds series 2007 (tax- exempt) 'CCC'. Quechan's ratings were downgraded and placed on Watch Negative on Oct. 3, 2008 due to Fitch's concerns that a liquidity crisis was developing as a result of the Tribe's inability to secure external financing to complete construction of the California casino project. The inability to secure the external financing triggered a project fund funding event under the gaming enterprise bond indenture, requiring the Tribe to fund a deficiency amount of $25 million in six equal monthly installments. The Tribe made two such monthly deposits into the project fund, in September and October 2008, utilizing cash on hand at the tribal government. As such, an additional factor contributing to the downgrade and placement of the ratings on Watch Negative was the erosion of the tribal government balance sheet caused by the need to inject equity into the project. Erosion of the tribal government balance sheet raised concern related to an increased potential for the occurrence of bond covenant violations. Specifically, the governmental project bond indenture requires the maintenance of an unrestricted net asset balance at the tribal government equal to at least 125% of the principal amount of long-term indebtedness outstanding that does not have a security interest in the cash flows of the casino operation (only the series 2007 governmental project bonds at this time). The unrestricted net asset balance covenant compliance certificate is required to be provided to the governmental project bond trustee by the Tribe within 45 days after the end of each fiscal quarter. If this covenant is violated, the Tribe will be required to fund the contingent reserve account in an amount equal to 100% of the outstanding par amount of the 2007 bonds. Failure to fund the contingent reserve within 90 days after violation of the unrestricted net asset test will result in an event of default on both series of bonds, as cross default provisions exist. In an event of default, bondholders would have the ability to declare all outstanding principal immediately due and payable. The ability to secure $13.5 million in loan proceeds mitigates concern related to the potential for project construction delays due to insufficient funding. However, the ratings remain on Watch Negative at this time as management is unable to provide confirmation of compliance with the 125% unrestricted net asset test as of the Dec. 31, 2008 test date. The Tribe has until Feb. 14, 2009 to provide the compliance certificate to the governmental project bond trustee. The Tribe is currently seeking to secure additional external financing in the form of another loan to the casino or an equipment financing, the proceeds of which could be used to reimburse a portion of the tribal government's equity contribution for the project, thereby bolstering the tribal government balance sheet. In the event that additional external financing cannot be secured, Fitch believes that the threat of covenant violation will nevertheless be greatly diminished as of the March 31, 2009 test date, assuming a successful opening of the project that results in the release of cash of the tribal government which is currently held in escrow for the benefit of the general contractor. Since the time of the downgrade in October, the size of the California casino project budget has been reduced to $208 million from $214 million. Debt funding for the project includes: -- The gaming enterprise bonds ($110 million); -- A portion of the governmental project bonds ($21.9 million); -- An interfund loan from the Quechan tribal government ($30 million); -- A loan from another tribal government ($13.5 million). The balance of the project cost has been funded through equity contributions of the Quechan tribal government. The proceeds of the $13.5 million loan, which ranks on parity with the gaming enterprise bonds with respect to the lender's security interest in the cash flows of the casino operations, represent sufficient funds to complete project construction, fulfilling the Tribe's obligation to secure completion financing per the gaming enterprise bond indenture. The loan proceeds were deposited into the project fund in mid-November, so the Tribe was able to cease making monthly deposits to the project fund to cure the deficiency after the September and October deposits. Management indicates the grand opening of the casino is currently planned to occur in mid-February 2009. As is the case in many regional gaming markets, the operating trend of the existing casinos was poor in 2008. Year-to-date revenue through Nov. 30, 2008 was down 5.9%, while EBITDA was down 15%. However, the Tribe remains able to comfortably cover debt service carrying charges. Based on latest-12-month EBITDA as of Nov. 30 2008, coverage of all debt service equaled 3.92 times. Principal amortization on the governmental project and gaming enterprise bonds does not begin until 2012 and 2013, respectively, providing ample time for ramp up of the California casino project before debt service carrying charges increase. Fitch is likely to consider removal of the ratings from Watch Negative following: -- The successful opening of the casino project in February 2009; -- The submission of a governmental project bond covenant compliance certificate for the Dec. 31, 2008 test date indicating that the 125% unrestricted net asset test was satisfied; -- Expectation that relief to the tribal government balance sheet will mitigate concern regarding the potential for covenant violation for the March 31, 2009 test date and beyond. RED SHIELD: Preti Wants Cases Converted to Ch. 7 Liquidation ------------------------------------------------------------ Preti, Flaherty, Beliveau & Pachios, LLP, asks the U.S. Bankruptcy Court for the District of Maine to convert each of Red Shield Environmental, LLC and RSE Pulp & Chemical, LLC's Chapter 11 cases to cases under Chapter 7 of the Bankruptcy Code. Preti Flaherty Prior to Red Shield's Chapter 11 filing, Preti Flaherty was engaged as counsel to Red Shield in connection with Red Shield's acquisition of certain assets from Georgia-Pacific Corporation's former mill located in Orono, Maine, in November of 2006, and in connection with many legal matters arising after the acquisition. Red Shield failed and refused to pay for the legal services rendered by Preti Flaherty. In early December, 2007, Preti Flaherty commenced suit against Red Shield for $827,000, the amount of its then unpaid bill for legal services. Preti Flaherty obtained pre-judgment attachments against both Red Shield and RSE for the full amount of its claim, $827,000. Following a motion filed by Red Shield and RSE for dissolution of the attachment, the Court reduced the amount of the attachment, without any ruling on the merits of the claim, to $667,000. As such Preti, Flaherty is a secured creditor of Red Shield and RSE for $667,000, and an unsecured creditor of both entities for the balance of its claim. Arguments In Support of Conversion Preti Flaherty states that substantially all of the assets of both of the Debtors have been liquidated pursuant to a Sec. 363 sale recently authorized and approved by the Court. As a result, the Debtors' estates have been converted to cash, and the remaining task is to make a proper distribution of that cash to creditors of the estates, and to holders of equity interests, if circumstances permit. The Debtors in this case are separate legal entities, and the estates have not been substantively consolidated. According to the schedules filed by each Debtor, each Debtor owns separate and distinct assets, and each has a separate creditor body. The sale proceeds now held by the Debtors have not been allocated among the two estates. Preti Flaherty contends that the Debtors, the creditors and their respective counsel have irreconcilable conflicts of interest and are unable to fulfil their fiduciary duties to both estates in respect of the proper allocation of sale proceeds. Only independent Chapter 7 trustees, having undivided loyalty to each of their respective estates, can fairly arrive at the proper allocation of sale proceeds. Preti Flaherty further argues that it is impossible to see how a single Debtor management, or the single Creditors' Committee, or the single attorneys for each, could possibly discharge their fiduciary duties to the separate creditor bodies of these estates in respect of the allocation of funds between them. To suggest a simple answer, substantive consolidation, to the exclusion of any analysis of the matter, and to the exclusion of any consideration of the equities of the creditors of each estate, entirely begs the question as to whether substantive consolidation is appropriate, or warranted. Objections of the Creditors Committee The Official Committee of Creditors Holding Unsecured Claims of the Debtors' jointly administered Chapter 11 estates objects to the motion for the conversion of the Debtors Chapter 11 cases to Chapter 7 cases. Preti Flaherty has not established "cause pursuant to Sec. 1112(b) of the Bankruptcy Code. A perceived conflict, as Preti Flahery suggests, alone does not establish cause. Conversion to Chapter 7, and the subsequent appointment of a Chapter 7 trustee for each estate, would only serve to add another layer of administrative expense to these cases. Preti Flaherty is premature in addressing the concept of substantive consolidation. That dispute is not before the Court at this time. Debtors have until Jan. 23, 2009, to file their plan. Preti Flaherty has not alleged "substantial or continuing loss to or diminution of the estate and the absence of a reasonably likelihood of rehabilitation." As Preti Flaherty has admitted, it is not able to point an "act of omission," but to the extent that perceived conflicts are deemed an act if omission, Sec. 1112(b)(2)(b)(ii) allows for a cure within a reasonable period of time, which could be accomplished under the Debtor's Chapter 11 plan, either through substantive consolidation or by other means. Headquartered in Old Town, Maine, Red Shield Environmental, LLC -- http://www.redshieldenv.com/-- provides renewable energy for on- site consumption. The company and its affiliate, RSE Pulp & Chemical, LLC, filed for chapter 11 protection on June 27, 2008 (Bankr. D. Maine Case Nos. 08-10633 and 08-10634), blaming increases in material and fuel costs.. Robert J. Keach, Esq., at Bernstein, Shur, Sawyer & Nelson, represents the Debtors in their restructuring efforts. Anthony J. Manhart, Esq., Fred W. Bopp III, Esq., and Randy J. Creswell, Esq., at Perkins Thompson Hinckley & Keddy, P.A., represent the Official Committee of Unsecured Creditors as counsel. When the Debtors filed for protection from their reditors, they listed assets of between $50 million and $100 million, and debts of between $1 million and $10 million. RED SHIELD: Plan Filing Period Extended to January 23, 2009 ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maine extended Red Shield Environmental, LLC and RSE Pulp & Chemical, LLC's exclusive periods to: a) file a plan until Jan. 23, 2009; and b) solicit acceptances of said plan until March 24, 2009. The Debtors told the Court that the extension is necessary to allow them time to finalize their plan. The Debtors further state, among others, that they have made substantial progress since the Petition Date, including the successful auction of their assets and the approval of the sale order, and that they have been paying critical vendors postpetition. The Debtors added that a 90-day extension of the exclusivity periods will not cause any significant harm to creditors holding postpetition claims. As reported in the Troubled Company Reporter on Nov 3, 2008, the Court approved the sale of substantially all of the Debtors assets to Red Shield Acquisition, LLC, which is a subsidiary of Patriarch Partners, LLC, for $18,875,000. Headquartered in Old Town, Maine, Red Shield Environmental, LLC -- http://www.redshieldenv.com/-- provides renewable energy for on- site consumption. The company and its affiliate, RSE Pulp & Chemical, LLC, filed for chapter 11 protection on June 27, 2008 (Bankr. D. Maine Case Nos. 08-10633 and 08-10634), blaming increases in material and fuel costs.. Robert J. Keach, Esq., at Bernstein, Shur, Sawyer & Nelson, represents the Debtors in their restructuring efforts. Anthony J. Manhart, Esq., Fred W. Bopp III, Esq., and Randy J. Creswell, Esq., at Perkins Thompson Hinckley & Keddy, P.A., represent the Official Committee of Unsecured Creditors as counsel. When the Debtors filed for protection from their reditors, they listed assets of between $50 million and $100 million, and debts of between $1 million and $10 million. ROYAL PALM HOTEL: Investors File Chapter 11 Petition for Co. ------------------------------------------------------------ Paul Brinkmann at South Florida Business Journal reports that a group of investors led by Coral Gables businessman R. Donahue Peebles has filed a Chapter 11 bankruptcy petition for Royal Palm Hotel in the U.S. Bankruptcy Court for the Southern District of Florida. Citing Peebles bankruptcy attorney Paul Orshan, South Florida Business relates that other investors are likely to object the bankruptcy filing. South Florida states that the investors listed a $30 million in secured mezzanine debt from Carbon Capital II, a lender affiliated with BlackRock. Mr. Orshan, according to the report, said that Carbon Capital scheduled a foreclosure sale on the ownership interests of Mr. Peebles for Jan. 6. Mr. Peebles company, PADC Hospitality Corp. I LLC, has a 12.5% interest in Royal Palm Hotel, the report says, citing Mr. Orshan. The report quoted Mr. Orshan as saying, "The foreclosure would effectively have wiped out my clients' interest. We alerted them that the bankruptcy was being filed." Miami Beach, Florida-based Royal Palm Hotle is a 417-room hotel. It is owned by Royal Palm Senior Investors LLC. SCO GROUP: Files Amended Joint Chapter 11 Reorganization Plan ------------------------------------------------------------- SCO Group Inc. and its debtor-affiliates delivered to the United States Bankruptcy Court for the District of Delaware a disclosure statement describing an amended joint Chapter 11 plan of reorganization dated Jan. 8, 2009. The Debtors will present the disclosure statement before the Court on Feb. 25, 2009, at 11:00 a.m., 824 Market St., 6th Fl., Courtroom #3 in Wilmington, Delaware, to consider approval. Objections, if any, are due Feb. 18, 2009. The Debtors' earlier Chapter 11 plan provided the payment in full and interest to all creditors including Novell Inc. and IBM. Several parties in interest objected to the disclosure statement stating: i) the relatively high leverage ratio required and high interest cost of the debt component contemplated by the plan; and ii) various uncertainties pertaining to the Novel litigation pending in Utah District Court and the difficulties of evaluating and confirming the plan. The Debtors filed separate complaints against IBM and Novell on March 6, 2003, and Jan. 4, 2004, respectively. The Debtors claimed that IBM breached it UNIX source code licenses by disclosing restricted information to promote the Linux operating system and Novell interfered with the Debtors' ownership of copyrights related to the Debtors' UNIX source code and UnixWare product. Overview of the Plan The plan provides for the sale by public auction of the Mobility and OpenServer business, with proceeds of the sale to be used to pay allowed claims in full on the plan's effective date. If the sale fails to generate cash sufficient to pay allowed claims -- other than claims subject of the pending litigation in full on the plan's effective date -- the Debtors will pursue a go-forward business model of, among other things: a) launch two products; b) implement improved pricing and discount strategy; c) continue a "true-up" licensing program; d) work with customers to deliver feature enhancements to them through a non-recurring engineering revenue model; and e) reduce operating expenses by approximately 20%-30%. An auction for the Debtors' selected assets will be held allowing interested parties the right to bid: -- Mobility and Openserver Business; minimum aggregate bid of $6 million; -- Mobility Business; minimum bud $2 million; -- FCmobilelife (Me Inc. mobile); minimum bid of $1 million; -- HipCheck; minimum bid of $500,000; -- Shout Postcard; minimum bid of $250,000; -- Shout Marketing; minimum bid of $250,000; -- SCO Cloud Server aka SCO Mobile Server; minimum bid of $1 million; and -- OpernServer Business; minimum bid of $5 million. The Debtors will file the appropriate motion seeking to approve the sale and bidding procedures of the asset sale. The plan classifies interests against and liens in the Debtors in five groups. The classification of interests and claims are: Treatment of Claims Class Type of Claims Treatment ----- -------------- --------- 1 priority claims unimpaired against SCO Group 1A priority claims unimpaired against operations 2 miscellaneous unimpaired secured claims against SCO Group 2A miscellaneous unimpaired secured claims against operations 3 general unsecured impaired claims against SCO Group other claims subject of pending litigation 3A general unsecured impaired claims against operations 4 general unsecured impaired claims against SCO Group subject of pending litigation 5 equity interest in impaired in SCO Group 6 equity interest in unimpaired operations Holders of Class 3, 3A, 4 and 5 are entitled to vote for the plan. Under the plan, Class 1 and 1A will be paid in full on the plan's effective date. Holders of Class 2 and 2A will (i) receive the collateral securing their claims in full; (ii) retain the liens securing their claims and receive deferred cash payments totaling the allowed amount of the claim as of the plan's effective date; or (iii) receive other treatment as the Debtors and holders will agree upon writing. The disbursing agent will transfer to each of holders of Class 3 and 3A 100% of the principal amount of the allowed claim, either: a) in one installment payable from the proceeds of the assets sale; b) if the proceeds are insufficient to fully pay the claims, then, in two installments with the first distribution on (i) the later of the plan's effective date, and (ii) the second distribution to be made on October 31 of the calendar year after the initial distribution, together with 5% per annum simple interest accrued from the effective date to the date of the second distribution. After the plan's effective date, holders of Class 4 and 4A will receive either: a) 100% of the principal amount of the allowed claim plus applicable interest in five equal installments with the first distribution on: (i) the later of the plan's effective date or the date the claim becomes an allowed claim; and (ii) four annual distributions to be made on October 31 of each year after the initial distribution; or b) if the allowed claim exceeds an amount that reorganized Debtors can pay in full with interest over a period of 5 years after the date the claim is allowed, the reorganized Debtors will cancel their existing shares and issue new shares which be interpled to the Court for the benefit of Class 4 holders. Class 5 equity interest in SCO Group will be retained; However, provided, if any Class 4 claim is not paid in full with 5 years after its allowance, all interest will be cancelled within 10 business days after the claim is allowed by final order. Class 5 equity interest in operation will be retained by the reorganized Debtors. A full-text copy of the Debtors' disclosure statement is available for free at: http://ResearchArchives.com/t/s?37aa A full-text copy of the Debtors' amended joint Chapter 11 plan of reorganization is available for free at http://ResearchArchives.com/t/s?37ab About The SCO Group Headquartered in Lindon, Utah, The SCO Group Inc. (Nasdaq:SCOX) fka Caldera International Inc. -- http://www.sco.com/-- provides software technology for distributed, embedded and network-based systems, offering SCO OpenServer for small to medium business and UnixWare for enterprise applications and digital network services. The company has office locations in Australia, Austria, Argentina, Brazil, China, Japan, Poland, Russia, the United Kingdom, among others. The company and its affiliate, SCO Operations Inc., filed for Chapter 11 protection on Sept. 14, 2007, (Bankr. D. Del. Lead Case No. 07-11337). Paul Steven Singerman, Esq., and Arthur Spector, Esq., at Berger Singerman P.A., represent the Debtors in their restructuring efforts. James O'Neill, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are the Debtors' Delaware and conflicts counsels. Epiq Bankruptcy Solutions LLC, acts as the Debtors' claims and noticing agent. The United States Trustee failed to form an Official Committee of Unsecured Creditors in these cases due to insufficient response from creditors. The Debtors' schedules showed total assets of $9,549,519 and total liabilities of $3,018,489. SCO GROUP: Wants Until January 16 to File Chapter 11 Plan --------------------------------------------------------- SCO Group Inc. and its debtor-affiliates ask the United States Bankruptcy Court for the District of Delaware to further extend their exclusive periods to: a) file a Chapter 11 plan of reorganization until Jan. 16, 2009; and b) solicit acceptances of that plan until March 18, 2009. The Debtors submitted on Jan. 8, 2009, with the Court a disclosure statement explaining an amended Joint Chapter 11 plan of reorganization. Prior to the plan filing, the Debtors have attempted to contact several major constituencies in the cases including counsel to Novell Inc., IBM, and the United States Trustee whether they consent to the request. The Debtors' exclusive period to file a plan expired on Dec. 31, 2008. This is the Debtors' fourth request for extension of time. About The SCO Group Headquartered in Lindon, Utah, The SCO Group Inc. (Nasdaq:SCOX) fka Caldera International Inc. -- http://www.sco.com/-- provides software technology for distributed, embedded and network-based systems, offering SCO OpenServer for small to medium business and UnixWare for enterprise applications and digital network services. The company has office locations in Australia, Austria, Argentina, Brazil, China, Japan, Poland, Russia, the United Kingdom, among others. The company and its affiliate, SCO Operations Inc., filed for Chapter 11 protection on Sept. 14, 2007, (Bankr. D. Del. Lead Case No. 07-11337). Paul Steven Singerman, Esq., and Arthur Spector, Esq., at Berger Singerman P.A., represent the Debtors in their restructuring efforts. James O'Neill, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are the Debtors' Delaware and conflicts counsels. Epiq Bankruptcy Solutions LLC, acts as the Debtors' claims and noticing agent. The United States Trustee failed to form an Official Committee of Unsecured Creditors in these cases due to insufficient response from creditors. The Debtors' schedules showed total assets of $9,549,519 and total liabilities of $3,018,489. SPANSION INC: Mulls Bankruptcy Filing, Rumors Say ------------------------------------------------- Mark LaPedus at EE Times reports that rumors say that Spansion Inc. is considering filing for Chapter 11 bankruptcy protection. According to EE Times, Spansion posted a $631 million loss for the third quarter 2008 on revenue of $631 million. The report says that Spansion confirmed that it will implement another cost- cutting measure, after it cutting salary, capital spending, headcount and research and development projects. Citing sources, the report states that pay was reduced 20% across the board in December 2008, while hours were cut 20%. EE Times quoted a Spansion spokesperson as saying, "Varying degrees of salary reductions were implemented as early as October 2008. Schedule changes were implemented beginning the first pay period of 2009. These actions have been implemented as part of a larger global cost cutting strategy to help better position Spansion to weather the storm during the economic downturn." Spansion, says EE Times, told workers that they were furloughed last week without pay. According to the report, Spansion extended the furlough for another two weeks, without pay. "We realize this comes at a difficult time, but Spansion has decided to extend its furlough through January across parts of the company. This decision is part of a part of a broader initiative to reduce operating expenses and help align manufacturing output with customer demand," EE Times quoted the Spansion spokesperson as saying. Spansion, according to EE Times, told workers it has enough products for clients to last for three weeks. EE Times says that manufacturing runs have stopped at Spansion. EE Times states that the spokesperson said, "As a result of the continuing deterioration of the macroeconomic environment, which has resulted in decreased customer demand for flash memory, Spansion has decided to temporarily shutdown its manufacturing facilities for periods in January. This decision is part of a larger strategy to help align manufacturing output with customer demand." About Spansion Inc. Spansion Inc., headquartered in Sunnyvale, California, and parent of Spansion, LLC, is a leading provider of flash memory semiconductors, with $2.5 billion of revenue for the last twelve months ended Sept. 28, 2008. As of March 2008, Spansion had total assets of $4,192,282,000, total liabilities of 2,482,958,000, and stockholders' equity of 1,709,324,000. As reported in the Troubled Company Reporter on Dec. 3, 2008, Moody's Investors Service has downgraded Spansion's corporate family rating and probability of default rating to Caa2 from Caa1, senior secured floating rate notes to B3 from B2 and senior unsecured notes to Caa3 from Caa2, and placed the ratings under review for further possible downgrade. At the same time, Moody's affirmed the SGL-4 speculative grade liquidity rating. As reported by the TCR on Dec. 16, 2008, Fitch Ratings downgraded these ratings for Spansion Inc.: -- Issuer Default Rating) to 'CCC' from 'B-'; -- $175 million senior secured revolving credit facility (RCF) due 2010 to 'CCC+/RR3' from 'B/RR3'; -- $625 million senior secured floating rating notes due 2013 to 'CCC+/RR3' from 'B/RR3'; -- $225 million of 11.25% senior unsecured notes due 2016 to 'CC/RR6' from 'CCC/RR6'; -- $207 million of 2.25% convertible senior subordinated debentures due 2016 to 'CC/RR6' from 'CCC-/RR6'. According to the TCR on Dec. 19, 2008, Standard & Poor's Ratings Services said it lowered its corporate credit rating on Sunnyvale, California-based Spansion Inc. to 'CCC' from 'B-'. At the same time, S&P lowered its issue-level ratings on operating subsidiary Spansion LLC's debt. In addition, S&P revised the recovery ratings on that debt. S&P said that the outlook is negative. SOUTHWEST CHARTER: Zions Gets Court OK to Begin Probe ----------------------------------------------------- The U.S. Bankruptcy Court for the District of Arizona, upon the motion of Zions Credit Corporation, has ordered Mark J. Pike, president and chief executive officer of Southwest Charter Lines, Incorporated to appear for an examination on Jan. 16, 2009, at 9:00 p.m. in the law office of Folks & O'Connor, PLLC, Suite 1140, 1850 North Central Avenue, in Phoenix, Arizona, concerning matters including, without limitation: i) the location of Zions Credit Corporation's collateral and current insurance coverage of the collateral; ii) any appraisals, or opinions as to the value, of Zions Credit's collateral held by the Debtor; iii) the Debtor's actions to submit an insurance claim with respect to the 2001 MCI Model J4500 bus VIN #1M8TRMPA31P061491 that was destroyed by fire; iv) the Debtor's intended treatment of Zions Credit's secured claims in this Chapter 11 proceeding; v) the projected future operations of the Debtor and the feasibility of the Debtor reorganizing; and vi) other matters related to the Debtor's affairs. Zions Credit Corporation is a secured creditor and, as such, is a party-in-interest authorized to seek the issuance of a Court order for the Bankruptcy Rule 2004 examination of the Debtor. Headquartered in Gilbert, Arizona, Southwest Charter Lines Inc. -- http://www.swcl.com/-- operates, rents, and leases buses, trucks, trailers, and modular buildings. The company filed for Chapter 11 bankruptcy protection on May 29, 2008 (Bankr. D. Ariz. Case No. 08-06252). Donald W. Powell, Esq. at Carmichael & Powell PC, represents the Debtor as bankruptcy counsel. When the Debtor filed for Chapter 11 restructuring, it listed total assets of $12,907,933 and total debts of $12,352,275. STAR TRIBUNE: To File for Bankruptcy Unless Unions Agree to Cuts ---------------------------------------------------------------- David Brauer at MinnPost reports that Star Tribune said that unless unions agree to non-negotiable cuts, it would file for bankruptcy after Jan. 16, 2009. "We met their dollar savings -- at least, we thought so. The issue was the structure of their proposal," MinnPost quoted newspaper Guild co-chairperson David Chanen as saying. According to MinnPost, Mr. Chanen said that the management's offer included slashing night-side bonus wages, most merit pay, and almost all overtime, and that the management wanted the changes permanent. The report says that the Guild believed that any givebacks should end when the three-year contract did. MinnPost relates that Guild members had agreed to $2.4 million in cuts, a 10% cut of the newsroom budget. Mr. Chanen, according to the report, said, "We're under a pay freeze, and we're now paying higher health care costs. We've just lost 25 people (in just- announced buyouts); that's $2 million in savings there. And we signaled we were still willing to consider [other] cost-savings measures," and that ownership "can come back with exactly the same proposal as a starting point. It's different ground rules in court. We'll just have to take our chances." The newsroom is prepared for Chapter 11, MinnPost says, citing Mr. Chanen's co-chairperson, Graydon Royce. The Star Tribune -- http://www.startribune.com-- a.k.a. Star Trib or Strib, is the largest newspaper in the U.S. state of Minnesota and is published seven days each week in an edition for the Minneapolis-Saint Paul metropolitan area. STATER BORS: S&P Keeps 'B+' Corp. Credit Rating; Outlook to Stable ------------------------------------------------------------------ Standard & Poor's Ratings Services said it revised its outlook on Norton, California-based Stater Bros. Holdings Inc. to stable from negative. S&P has also affirmed the company's ratings, including the 'B+' corporate credit rating. "The outlook revision reflects Stater Bros.' successful completion and integration of its new distribution facility," said Standard & Poor's credit analyst Jackie E. Oberoi. In the process, the company consolidated its distribution facilities from seven locations to one centralized facility. "At the same time and despite very difficult economic conditions caused by high unemployment and a poor housing market," added Ms. Oberoi, "the company maintained credit metrics characteristic of a 'B+' rating." STATMON TECHNOLOGIES: Sept. 30 Balance Sheet Upside Down by $2.2MM ------------------------------------------------------------------ Statmon Technologies Corp. and subsidiaries' September 30, 2008, balance sheet showed total assets of $1,406,639 and total liabilities of $3,684,200, resulting in total stockholders' deficiency of $2,277,561. For the three months ended September 30, 2008, the company posted a net loss $757,106, compared with a net loss of $1,685,275 for the same period a year earlier. In a regulatory filing dated November 14, 2008, Chief Financial Officer Geoffrey P. Talbot disclosed that the company has incurred net losses of approximately $21,370,000 since inception, a substantial portion of which relates to the amortization of debt discount, the value of common stock and warrants issued in association with debt and other debt related charges. "The company has a working capital deficiency of approximately $2,023,000, and these conditions raise substantial doubt about the company's ability to continue as a going concern. Primarily as a result of its recurring losses and its lack of liquidity, the company has received a report from its independent registered public accountants, included with its annual report on Form 10-KSB for the year ended March 31, 2008." According to Mr. Talbot, the company has no present commitment that is likely to result in its liquidity increasing or decreasing in any material way. In addition, the company knows of no trend, additional demand, event or uncertainty that will result in, or that is reasonably likely to result in, the company's liquidity increasing or decreasing in any material way. "The company funded its business during each of the six months ended September 30, 2008, and 2007 from operations and through the sale of Original Issue Discount Senior Secured Convertible Debentures and units consisting of promissory notes, common stock and warrants to purchase shares of common stock, resulting in net proceeds to the company of $865,000 and $397,000, respectively. In order to reduce debt and simultaneously maximize growth and expansion of operations, the company has required capital infusions to augment its total capital needs. While the company anticipates its future operations will be cash flow positive, the deteriorating economy, delays in customers' implementation timelines, payment schedules and delivery roll outs directly impact short-term cash flow expectations, causing the company to increase its borrowings. The company and its sales channel partners have developed a pipeline of qualified sales opportunities primarily in the long-term infrastructure market. The revenues from [these] prospective sales pipelines are expected to grow as the existing and new sales channel partner relationships develop." A full-text copy of the company's quarterly report is available for free at: http://researcharchives.com/t/s?37b2 About Statmon Technologies Statmon Technologies Corp. is a wireless and fiber infrastructure network management solution provider. "Axess", its proprietary software application, and its supporting integration products are deployed in telecommunications, media broadcast and navigation aid transmission infrastructures to optimize operations and keep the networks on the air 24/7. STEINWAY MUSICAL: S&P Keeps 'B+' Corp. Credit Rating; Outlook Neg. ------------------------------------------------------------------ Standard & Poor's Ratings Services said that it revised its outlook on Steinway Musical Instruments Inc. to negative from stable. At the same time, Standard & Poor's affirmed its 'B+' corporate credit rating, and all other ratings on the company. As of Sept. 30, 2008, Steinway had about $204 million in adjusted debt. The outlook revision reflects Steinway's recently announced revised forecast for fiscal 2008 and 2009. Based on an expected 6% revenue decline in 2008 and possibly a 20% decline in 2009 revenue, S&P believes that Steinway will be challenged to sustain previously expected credit measures, including leverage in the 5x or below area. S&P estimates that leverage for fiscal 2008 will increase to 4.5x to 5x as compared with leverage of below 4x for the 12 months ended Sept. 30, 2008, and believes leverage could weaken further in fiscal 2009. S&P would consider a lower rating in the near term if debt leverage approaches 6x. The outlook is negative. Given the challenging operating environment, S&P expects Steinway's leverage to weaken materially for fiscal 2008 and could weaken further in fiscal 2009. Based on S&P's expectations that revenues may decline about 6% for fiscal 2008, and estimate that EBITDA margins may remain flat or decline up to 150 basis points, debt leverage would likely increase to between 4.5 to 5x for 2008. "We also believe in fiscal 2009 that revenues could possibly fall by as high as 20%, per the company's recent announcement and S&P's estimates that EBITDA margins could decline by over 100 basis points, resulting in leverage approaching the mid-5.5x area," said Standard & Poor's credit analyst Bea Chiem. S&P would consider a lower rating if leverage approaches the 6x area. "Although unlikely in the near term, S&P would consider revising the outlook to stable if Steinway can stabilize its operations, sustain leverage of below 5x, and maintain adequate liquidity," she continued. SUPERVALU INC: Moody's Affirms Corporate Family Rating at 'Ba3' --------------------------------------------------------------- Moody's Investors Service affirmed SUPERVALU, Inc.'s corporate family rating at Ba3, and upgraded various senior unsecured notes to Ba3 from B1. The affirmation of SUPERVALU's ratings reflects Moody's view that the company will continue to maintain a solid credit profile for its ratings, despite the current weak operating environment. It also reflects Moody's view that the recently announced $3.3 billion non-cash goodwill impairment charge will have no immediate impact on the company's credit strength, liquidity, credit profile, or ratings. The upgrade of the senior unsecured notes results from a reconsideration of certain priority of claim assumptions with regard to non-debt liabilities, in accordance with Moody's Loss Given Default Methodology. The Ba3 corporate family rating reflects the low business risk and overall stability of the supermarket business, credit metrics that are solid for the rating, the company's large scale, its strong supply chain, and strong national presence. Ratings also reflect the heavy capital expenditures needed to freshen the store base, the negative economic outlook, and the need for promotional price cuts in this very competitive sector of retail. Moody's notes SUPERVALU is in compliance with the covenants in its loan agreement after the goodwill and intangible asset impairment charges announced in conjunction with announcement of earnings for the third quarter ended November 29, 2008. The charges are extraordinary, non cash charges which do not negatively affect the covenant calculations. These ratings were upgraded: -- Senior unsecured notes to Ba3 (LGD 4, 58%) from B1 (LGD 4, 60%) These ratings were affirmed: -- Corporate family rating at Ba3 -- Probability of default rating at Ba3 The rating outlook is stable. The last rating action on SUPERVALU was an assignment of a B1 rating to $500 million of notes due 2014 and an affirmation of the existing ratings on October 23, 2006. SUPERVALU Inc., headquartered in Eden Prairie, Minnesota, is the country's third largest supermarket chain, with more than 2,500 stores, including the core supermarket operations of Albertson's, Inc. SUPERVALU also has a food distribution business serving more than 5,000 grocery stores. For the last twelve months ended September 6 2008, revenues were $44 billion. TEKOIL & GAS: Plan Filing Period Extended to February 12 -------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas approved Tekoil & Gas Corp. and Tekoil and Gas Gulf Coast, LLC's request extending their exclusive periods to: a) file a plan through and including Feb. 12, 2009 ; and b) solicit acceptances of the plan to April 13,2009. As reported in the Troubled Company Reporter on Nov. 28, 2008, the Debtors told the Court that considerable work remains to be done before they will be ready to formulate a plan of reorganization. About Tekoil & Gas Based in Houston, Tekoil & Gas Corporation and its subsidiaries -- http://www.tekoil.com/-- owns interests in four oil and gas properties, including the Trinity Bay, Redfish Reef, Fishers Reef, and North Point Bolivar fields located in Galveston Bay, Texas. The company was incorporated in Florida in 2004. Edward L. Rothberg, Esq., at Weycer Kaplan Pulaski & Zuber, Nancy Lee Ribaudo, Esq., and Patrick J. Neligan, Jr., Esq., at Neligan Foley LLP, represent the Debtors as counsel. David Ronald Jones, Esq., John F. Higgins, Esq., and Joshua Nielson Eppich, Esq., at Porter & Hedges, LLP, represent the Official Committee of Unsecured Creditors of Tekoil & Gas Corp. as counsel. When Tekoil & Gas Corp. filed for protection from its creditors, it listed assets of $10 million to $50 million, and liabilities of $10 million to $50 million. Based in Spring, Texas, Tekoil and Gas Gulf Coast, LLC is an acquisition subsidiary of Tekoil & Gas Corp. Tekoil & Gas Corporation filed for Chapter 11 protection on June 10, 2008 (Bankr. S.D. Tex. Case No. 08-80270). Tekoil and Gas Gulf Coast filed a separate petition for Chapter 11 relief on Aug. 29, 2008 (S.D. Tex. Case No. 08-80405). Nancy Lee Ribaudo, Esq., and Patrick J. Neligan, Jr. at Neligan Foley LLP, represent Tekoil and Gas Gulf Coast as counsel. On Oct. 1, 2008, the Court ordered the joint administration of the Debtors' bankruptcy cases. TEKOIL & GAS: US Trustee Names 6 Members to Reconstituted Panel --------------------------------------------------------------- Charles F. McVay, the U.S. Trustee for Region 7, appointed six creditors to the Reconstituted Official Committee of Unsecured Creditors in Tekoil & Gas Corp. and Tekoil and Gas Gulf Corp.'s jointly administered cases. The Reconstituted Committee members include: 1) Geophysical Pursuit, Inc. Attn: Jeff Springmeyer 3501 Allen Parkway Houston, TX 77019 Tel: (713) 529-3000 Fax: (713) 529-5805 Email: jeff@geopursuit.com 2) Creel & Associates, Inc. Attn: Harry L. Price 1400 Broadfield Boulevard, Suite 250 Houston, TX 77084-4111 Tel: (281) 752-4400 Fax: (281) 589-6003 Email: hprice@creelus.com 3) Fusion Petroleum Technologies Inc. Attn: Trevor J. Parkes 8665 New Trails Drive, Suite 125 The Woodlands, TX 77381-4278 Tel: (281) 363-8530 Fax: (281) 363-4657 Email: tparkes@fusiongeo.com 4) Baker & Hostetler, LLP Attn: Pamela Gale Johnson Laura Lawton Gee 1000 Louisiana, Suite 2000 Houston, TX 77002 Tel: (713) 646-1324 Fax: (713) 751-1717 Email: pjohnson@bakerlaw.com lgee@bakerlaw.com 5) Longfellow Energy, LP Attn: Matthew McCann, General Counsel 4801 Gaillardia Parkway, Suite 225 Oklahoma City, OK 73142 Tel: (405) 286-6324 ext 1036 Fax: (405) 286-6399 Email: matt.mccann@riatamanagement.com 6) Tri Star Capital Ventures Limited c/o Bruce J. Ruzinsky Jackson Walker, Suite 1900 Tel: (713) 752-4204 (713) 308-4155 Email: bruzinsky@jw.com About Tekoil & Gas Based in Houston, Tekoil & Gas Corporation and its subsidiaries -- http://www.tekoil.com/-- owns interests in four oil and gas properties, including the Trinity Bay, Redfish Reef, Fishers Reef, and North Point Bolivar fields located in Galveston Bay, Texas. The company was incorporated in Florida in 2004. Edward L. Rothberg, Esq., at Weycer Kaplan Pulaski & Zuber, Nancy Lee Ribaudo, Esq., and Patrick J. Neligan, Jr., Esq., at Neligan Foley LLP, represent the Debtors as counsel. David Ronald Jones, Esq., John F. Higgins, Esq., and Joshua Nielson Eppich, Esq., at Porter & Hedges, LLP, represent the Official Committee of Unsecured Creditors of Tekoil & Gas Corp. as counsel. When Tekoil & Gas Corp. filed for protection from its creditors, it listed assets of $10 million to $50 million, and liabilities of $10 million to $50 million. Based in Spring, Texas, Tekoil and Gas Gulf Coast, LLC is an acquisition subsidiary of Tekoil & Gas Corp. Tekoil & Gas Corporation filed for Chapter 11 protection on June 10, 2008 (Bankr. S.D. Tex. Case No. 08-80270). Tekoil and Gas Gulf Coast filed a separate petition for Chapter 11 relief on Aug. 29, 2008 (Bankr. S.D. Tex. Case No. 08-80405). Nancy Lee Ribaudo, Esq., and Patrick J. Neligan, Jr. at Neligan Foley LLP, represent Tekoil and Gas Gulf Coast as counsel. On Oct. 1, 2008, the Court ordered the joint administration of the Debtors' bankruptcy cases. TRIBUNE CO: Intends to Continue Pension Contributions ----------------------------------------------------- Tribune Co. and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the District of Delaware to pay up to $550,000 in pre-bankruptcy pension contributions required under their collective bargaining agreements with their unions. Tribune currently employs approximately 13,940 full-time and 2,450 part-time employees. Approximately 15% of their employees are represented by 26 local union bargaining units and are covered under various collective bargaining agreements. Norman L. Pernick, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Wilmington, Delaware, proposed attorney for the Debtors, says certain of the Debtors' Union Employees participate in third-party union pension and annuity plans. The participating employees include newsroom personnel, engineers, electrician, printing personnel and drivers and impact many aspects of the Debtors' ongoing operations. CBAs with 17 of the union local bargaining units require the Debtors to make contributions to 13 separate pension plans according to specially negotiated terms, which vary by local bargaining unit. The pension plan covers 720 participating union employees and various prior employees who are now retirees. The Debtors' pension contribution payments vary by CBA and generally range between 2% and 19% of earnings as calculated on a shift, hourly, weekly, or annual basis. Certain contributions are capped at a dollar amount per week or as a percentage of annual earnings. The pension contributions are paid on a monthly basis, except for one plan, which is paid bi-monthly basis. The Debtors' average monthly payment under the pension plan is approximately $407,000. To maintain morale, union relationships, and an essential Union Employee workforce, the Debtors, aside from paying all prepetition contributions owed to the pension plans pursuant to the CBAs, intend to continue contributions postpetition in the ordinary course of business. The Debtors, however, assures the Court that they will not pay more than $550,000 in unpaid prepetition contributions to pension plans. The Debtors estimate that the aggregate amount of the contributions that remained unpaid as of their bankruptcy filing to the pension plans was $443,000. Failure to timely pay the unpaid pension contributions would strain relationships with participating union employees and their unions at a time when their dedication and cooperation are most critical, Mr. Pernick says. According to Mr. Pernick, paying the unpaid pension contributions will not result in any of the participating employees receiving payments on account of (i) prepetition wages and the other quantified employee prepetition benefits authorized in the Wage Order, and (ii) the unpaid pension contributions, that would exceed the statutory priority of $10,950 per individual set forth in Sections 507(a)(4) and (5) of the Bankruptcy Code. The Debtors relate that the average estimated unpaid pension obligation per participating employee is only $616, and the amount of the unpaid prepetition wages owed to each of the participating employees did not come close to the statutory cap of $10,950. Headquartered in Chicago, Illinois, Tribune Company -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-13141). The Debtors proposed Sidley Austion LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. (Tribune Bankruptcy News Issue No. 6; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Wants to Tap Jenner & Block LLP as Litigation Attys. ---------------------------------------------------------------- Tribune Co. and its affiliated debtors seek permission from the U.S. Bankruptcy Court for the District of Delaware to employ Jenner as special counsel for litigation, pursuant to Section 327(e) of the Bankruptcy Code, nunc pro tunc to Dec. 8, 2008. Prior to Tribune's bankruptcy filing, Jenner & Block LLP represented Tribune in various litigation matters. The Debtors anticipate that Jenner will continue to advise them as they may request during the pendency of their Chapter 11 cases. As special litigation counsel, Jenner will: (a) represent the Debtors in the proceedings and hearings in the United States District and Bankruptcy Courts for the District of Delaware; (b) represent the Debtors in litigation matters consistent with the measured scope of the Debtors' engagement of Jenner prior to the Petition Date; (c) prosecute and defend litigation matters and other matters that might arise during the pendency of the Chapter 11 cases; and (d) perform other legal services as necessary and appropriate for the efficient and economical administration of the Debtors' Chapter 11 cases. Subject to the Court's approval, the Debtors propose to pay Jenner for its legal services on an hourly basis in accordance with its customary hourly rates: Partners $525-$1,000 Associates $325-$535 Paraprofessionals $160-$260 Project assistants $150-$160 The Debtors relate they have paid Jenner $150,000, in connection with its representation on litigation matters. In addition to the retainer, the Debtors also paid $965,000 within one year prior to the Petition Date. David J. Bradford, a partner of Jenner & Block LLP, assures the Court that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Headquartered in Chicago, Illinois, Tribune Company -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-13141). The Debtors proposed Sidley Austion LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. (Tribune Bankruptcy News Issue No. 6; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Seeks Authority to Hire PWC as Tax Advisors ------------------------------------------------------- Tribune Co. and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ PricewaterhouseCoopers LLP as compensation and tax advisors and independent auditors nunc pro tunc to Dec. 8, 2008. The Debtors entered into an engagement agreement with PwC, which agreement outlines the firm's responsibilities and compensation. The Debtors relate that PwC had acted as their outside adviser and independent auditor for many years, gaining considerable experience with their current corporate, financial and internal structures. As tax advisors, PwC will provide five categories of services: (1) General Compensation Advisory Services, including: -- advising on the design of annual and long-term incentive programs; -- preparing cost estimates for implementing any arrangements; -- advising on participant target levels for the incentive programs; and -- advising on severance and retention programs; (b) Integrated Auditing Services at December 28, 2008 and for the year then ending; (c) a review on Tribune Company's unaudited consolidated quarterly financial information; (d) General Tax Consulting Services, including: -- advising on tax issues resulting from the Debtors' Chapter 11 cases; -- advising on tax planning or reporting matters; and -- preparing or reviewing original and amended returns for all taxes including federal, state and local income taxes, gross receipts, license, sales and use taxes and property taxes; (e) Claims Response and Settlement Services including: -- assisting in managing, responding to and verifying the accuracy of claims submitted for federal income taxes, state and local net income taxes, franchise, sales use, property and business license or gross receipts taxes as a result of the Debtors' Chapter 11 cases; -- assist in negotiating settlements with taxing authorities with respect to claims submitted due to the Debtors' Chapter 11 cases, as well as tax assessments for which the Debtors requests assistance during the pendency of their cases; and (f) additional compensation, tax and accounting consulting, as requested by the Debtors. The Debtors tell the Court that it is not a general practice of PwC to keep detailed time records similar to those customarily kept by attorneys who are compensated through the Bankruptcy Court. In light of this, the Debtors ask the Court to modify the requirement of Rule 2016 of the Federal Rules of Bankruptcy Procedure to allow PwC to submit time records in a summary format, which will set forth a description of the services rendered by each professional and the amount of time in one hour increments spent on each date by each individual in rendering services. The Engagement Letter provides that: (a) PwC will not be entitled to indemnification, contribution, or reimbursement for services other than the services provided in the Engagement Letter, unless the services and the indemnification, contribution, or reimbursement is approved by the Court; (b) the Debtors will have no obligation to indemnify any person or provide contribution or reimbursement for any claim or expense to the extent that it is (i) judicially determined to have arisen from gross negligence or willful misconduct; (ii) for a contractual dispute in which the Debtors allege that breach of PricewaterhouseCoopers' contractual obligations unless the Court determines that indemnification, contribution, or reimbursement would be permissible; and (c) if before the confirmation of Chapter 11 plan or the closing of the Chapter 11 cases, PricewaterhouseCooper believes it is entitled to the payment by the Debtors on account of indemnification, contribution, or reimbursement obligations, the Debtors may not pay any amount without the Court's order. The Debtors propose to pay PricewaterhouseCoopers based on the firm's hourly rates: Partner $625-$760 Managing Director $600-$625 Director $450-$500 Manager $280-$320 Senior Associate $200-$240 Associate $155-$180 Professional Assistant $145 The Debtors relate that the estimated fees in connection with the PwC's auditing services are approximately $1,815,000, not including out-of-pocket expenses. Prior to the Petition Date, the Debtors provided PwC with a retainer of $50,000 for services rendered and reimbursement of expenses. William T. England, a partner of PwC, assures the Court that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code and as required by Section 327(a). Headquartered in Chicago, Illinois, Tribune Company -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-13141). The Debtors proposed Sidley Austion LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. (Tribune Bankruptcy News Issue No. 6; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Intends to Hire Paul Hastings for Real Estate Matters ----------------------------------------------------------------- Tribune Co. and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Paul, Hastings, Janofsky & Walker, LLP, as special counsel for general real estate, nunc pro tunc to Dec. 8, 2008. The Debtors anticipate that Paul Hastings, which has been advising them on a series of complex real estate transactions and related real estate advice during the past year, will continue to advise during the pendency of their Chapter 11 cases. The Debtors believe that Paul Hastings have become well acquainted with their history, operations, capital structure, real estate assets and transactions. The Debtors will pay Paul Hastings professionals based on their current hourly rates: Professional Rate/Hour ------------ --------- Richard A. Chesley, Partner $825 Daniel Perlman, Partner $725 Greg Spitzer, Partner $765 Jeffrey Rheeling, Counsel $645 Tarun Chandran, Associate $560 Justin Bender, Associate $495 Hilla Uribe Jimenez $405 Richard A. Chesley, a member of Paul, Hastings, Janofsky & Walker LLP, assures the Court that neither he, nor his firm, represents any interests adverse to the Debtors or their estates. Headquartered in Chicago, Illinois, Tribune Company -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-13141). The Debtors proposed Sidley Austion LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. (Tribune Bankruptcy News Issue No. 6; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Taps Reed Smith LLP for Insurance Coverage Litigation ----------------------------------------------------------------- Tribune Company and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Reed Smith LLP as special counsel for insurance coverage litigation, nunc pro tunc to the Petition Date. The Debtors anticipate that Reed Smith, who has been with Tribune Company since 2000, will continue to provide legal advice and assistance on: (a) the purchase, placement, renewal or modification of various insurance policies and coverages, including Directors and Officers, Fiduciary Liability, Property, General Liability, Workers' Compensation, and Fidelity insurance policies; (b) the implementation and performance of terms and conditions of settlement agreement between Tribune Co. and Marsh USA, Inc., including advice and assistance concerning disputes that may arise between the parties; (c) pursue various claims for payment by the estate of Reliance National Indemnity Company, including possible litigation or other dispute resolution proceedings with respect to the claims; (d) pursuing claims against insurers with respect to loss suffered by Tribune Company in connection with newspaper circulation issues related to Newsday and Hoy; (e) pursuing and providing counsel with respect to claims submitted to various D&O and Fiduciary Liability insurers of Tribune Company related to newspaper circulation issues of Newsday and Hoy; (f) providing ongoing advice and assistance with respect to insurance claims coverage, reporting and notice of claims to insurers, and otherwise protecting Tribune Company's rights and interest in connection with insurance claims; (g) pursuing insurance claims related to a third-party bodily injury lawsuit entitled Henderson v. Tribune Company, pending in the Circuit Court of Cook County, Illinois; and (h) insurance-related terms and conditions of various contracts, transaction documents, or other agreements. The Debtors propose to pay Reed Smith on an hourly basis in accordance with the firm's ordinary customary rates: Partners $410-$905 Associates $245-$655 Para-professionals $105-$315 John D. Shugrue $515 John D. Shugrue, a partner of Reed Smith LLP, assures the Court that he or his firm does not have any connection with the Debtors, their creditors and any other parties-in-interest. Headquartered in Chicago, Illinois, Tribune Company -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-13141). The Debtors proposed Sidley Austion LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. (Tribune Bankruptcy News Issue No. 6; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Wants Daniel J. Edelman, Inc. as Communications Agent ----------------------------------------------------------------- Tribune Co. and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Daniel J. Edelman, Inc., as corporate communications and investor relations consultants, nunc pro tunc to the Petition Date, pursuant to Section 327(a) of the Bankruptcy Code. Having worked with the Debtors since November 2008, Edelman became familiar with the Debtors' current corporate communications needs, says David P. Eldersveld, vice president, deputy general counsel & secretary at Tribune Company. According to Mr. Eldersveld, Edelman assisted the Debtors in the development of a comprehensive communications strategy and materials used by their senior executives and vendor and accounts payable, human resources, advertising and sales, and real estate staffs on the Petition Date. As communications and investor relations to the Debtors, Edelman will: (i) develop and implement communications programs and related strategies and initiatives for communications key constituencies regarding the Debtors' operations, financial performance and progress through the Chapter 11 process in order to assist the Debtors in presenting coherent, consistent message; (ii) develop corporate communications initiatives to maintain public confidence and internal morale during the Chapter 11 cases, including initiatives to correct, counteract, and control damage in regard to rumors and misinformation that may arise; (iii) prepare press releases and public statements relating to asset sales and other major Chapter 11 events; (iv) prepare other forms of communication to key constituencies and the media, potentially including materials to be posted on the Debtors' web sites; and (v) perform other communication counseling services as may be requested by the Debtors. The Debtors propose to pay Edelman for: (a) its professional services on a pre-billed and pre-paid $50,000 per month retainer basis that is in accordance with its ordinary transaction rates in effect on the services rendered; (b) its monthly expenses including local phone, fax, copier, postage and database and research tools; and (c) its actual and necessary out-of-pocket expenses. The Debtors will also indemnify Edelman against any liabilities, actions, claims, damages, judgments or expenses, including reasonable attorneys' fees and costs. However, the Debtors will have no obligations to indemnify Edelman or provide contribution or reimbursement for any claims to the extent it is either judicially determined to have arisen from gross negligence or willful misconduct or for a contractual dispute in which the Debtors allege the breach of Edelman's contractual obligations. If before a confirmation of a Chapter 11 plan or the closing of the Chapter 11 cases, Edelman believes it is entitled to payment of indemnification or contribution, the Debtors may not pay the amounts without the Court's order, the Engagement Letter provides. According to the Debtors, they have provided Edelman with two retainers that total $110,000 for services rendered and reimbursement of expenses. As of December 26, 2008, $12,000 of the retainer remained unapplied, the Debtors note. Jeff Zilka, executive vice president of financial communications of Daniel J. Edelman, Inc., assures the Court that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code and as required by Section 327(a). Headquartered in Chicago, Illinois, Tribune Company -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-13141). The Debtors proposed Sidley Austion LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. (Tribune Bankruptcy News Issue No. 6; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Begins Inspection of Leases; Wants to Scrap 44 Leases ----------------------------------------------------------------- Tribune Co. and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to reject 44 unexpired leases of nonresidential real property. According to the Debtors, the properties subject to the leases are currently vacant or will be vacant, thus rejection will minimize their cost. As of January 1, 2009, the remaining obligation for all the leases amounts to $4,231,847. A schedule of the leases for rejection is available for free at http://ResearchArchives.com/t/s?3732 Headquartered in Chicago, Illinois, Tribune Company -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The company and 110 of its affiliates filed for Chapter 11 protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-13141). The Debtors proposed Sidley Austion LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. (Tribune Bankruptcy News Issue No. 6; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) TRIESTE INVESTMENTS: Files Chapter 11 Plan of Reorganization ------------------------------------------------------------ Trieste Investments, LLLP filed with the U.S. Bankruptcy Court for the District of Arizona on Jan. 5, 2009, a proposed Plan of Reorganization under Chapter 11 of the Bankruptcy Code. Because the Debtor's Plan is a 100% full payment plan and no creditor's Allowed Claims are impaired, no disclosure statement or ballots are required to be submitted to Creditors as contemplated by Sec. 1126(f) of the Code. Means of Execution Trieste Investments believes that the value of the single real property asset of this case and sales proceeds thereof exceeds the valid secured debt against the Property. The Debtor proposes to pay the principal and all accruing interest under the Alders Loan, the AHK Loan, the MW2 Loan, the priority tax claims and the Class 6 Allowed Unsecured Claims through (1) payments from condemnation proceeds received from the Louis Dreyfus lawsuit settlement, (2) proceeds from the timber contract with Carl Kleinmann, (3) credit for the proceeds received directly by Alders from Chevron prior to the Bankruptcy Case, (4) proceeds to be realized from the Texas Dept. of Transportation for its condemnation or taking of a widened highway easement along Texas State Highway 146, which runs contiguous to the Property, (5) sales of released parcels from the Property or the sale of the entire Property, and, (6) postpetition financing from third parties. David Maniatis, president of North Ft. Worth Investments, the managing member of the Debtor, shall serve as Plan Reorganization Officer of the Debtor whose responsibility shall be to administer and implement the Plan. He shall serve as the PRO, until all claims have been paid pursuant to the Plan. The Debtor's Board of Directors shall initially consist of Mr. Maniatis who shall have no power or authority to act in any manner that is not conistent with the Plan. Classification of Claims The Plan classified claims and interests into 7 classes. The estimated claim amounts and treatment of each class of claims under the Plan are as shown below: Impaired/ Estimated Class Description Unimpaired Claim Amount ----- ----------------------- ---------- ------------ 1 Administrative Claims Unimpaired $135,000 of Court-approved Professionals 2 Secured Claim of Weldon Unimpaired $15,900,000 Alders 3 Secured Claim of AHK Unimpaired $10,500 Texas Holdings, L.L.C. 4 Secured Claim of MW2 Unimpaired $5,000 Investments, L.L.C. 5 Tax and Other Priority Unimpaired $15,000 Claims 6 General Unsecured Claims Unimpaired $8,700,000 7 Equity Interest Holders Unimpaired Each holder of an Allowed Administrative Claims under Class 1 shall be paid in full in cash. Professional Fees will be paid in full in cash from operating revenues of the Debtor, sale of the Property, or, if such funds are insufficient, from third party sources, and, except as otherwise provided, any other source of revenues realized by the Debtor after payment in full of any indebtedness owed by the Debtor to Class 2. The Secured Claim of Weldon Alders in Class 2 will be paid through (1) payments from condemnation proceeds received from the Louis Dreyfus lawsuit settlement, (2) proceeds from the timber contract with Carl Kleinmann, (3) credit for the proceeds received directly by Alders from Chevron prior to the Bankruptcy Case, (4) proceeds to be realized from the Texas Dept. of Transportation for its condemnation or taking of a widened highway easement along Texas State Highway 146, which runs contiguous to the Property, (5) sales of released parcels from the Property or the sale of the entire Property, and, (6) postpetition financing from third parties, until the Alders Loan is paid in full. The Secured Claim of AHK Texas Holdings, L.L.C. in Class 3 will be paid in from the same sources that the Debtor intends to pay the Class 2 Allowed Secured Claim, after payment in full of the Class 2 allowed Secured Claim. The Debtor proposes to pay the Secured Claim of MW2 Investments, L.L.C. in Class 4 from the same sources that the Debtor intends to pay the Classes 2 and 3 Allowed Secured Claims, after full payment of the Class 2 Allowed Secured Claim, and pro rata with Class 3, until paid in full. Any deficiency under Classes 2, 3 and 4 shall be treated as an unsecured claim in Class 6. Class 5 consists of the Allowed Claim of the Liberty County, Texas Property Tax authorities for unpaid and due real property taxes on the Property. Holders of Allowed Claims in Class 5 shall be paid in full in cash by the Debtor. Said payments shall be made before any distributions are made to junior classes of creditors. Class 6 consists of all Allowed General Unsecured Claims and any unsecured deficiency claim of Classes 2, 3 and 4. The Debtors shall pay the Class claim holders, in full, commencing on or before thirty (30) days after the payment of all senior classes, Classes 2 through 5 Allowed Claims. Class 7 consists of all the Allowed Equity Claims of the members of the Debtors who will retain their equity position under the Plan. They will, however, receive no dividends or distributions whatsoever during the lif of this Plan, unless all senior classes have been paid in full or otherwise agree in writing. A full-text copy of Trieste Investments, LLLP's Chapter 11 Plan of Reorganization, dated Jan. 5, 2009, is available for free at: http://bankrupt.com/misc/TriesteInvestmentsChapter11Plan.pdf Scottsdale, Arizona-based Trieste Investments, LLLP holds investment property in Liberty County, Texas. The company filed for Chapter 11 protection on Oct. 6, 2008 (Bankr. D. Ariz. Case No. 08-13674). Franklin D. Dodge, Esq., at Ryan Rapp & Underwood, P.L.C., represents the company as counsel. The company listed assets of $10 million to $50 million and debts of $10 million to $50 million. TRIPLE CROWN: S&P's Corp. Credit Rating Tumbles to 'D' ------------------------------------------------------ On Jan. 8, 2009, Standard & Poor's Ratings Services said that it lowered its corporate credit rating on Lawrenceville, Georgia- based Triple Crown Media LLC to 'D' from 'CCC-'. In addition, the issue-level rating on the company's second-lien term loan was lowered to 'D' from 'C', and the issue-level rating on the first- lien credit facility was lowered to 'C' from 'CCC-'. "The rating actions stem from the company's failure to make the interest payment on the second-lien term loan, which was due within three days of Dec. 31, 2008," said Standard & Poor's credit analyst Liz Fairbanks. In addition, the company failed to meet certain financial maintenance covenants, including the total leverage covenant, in both of the first-lien and second-lien credit agreements, for the 12 months ended September 2008. As of today, lenders have not exercised remedies available to them under the credit agreements, and S&P does not believe that a forbearance agreement has been reached. S&P believes that the company remains current on interest payments due on the first-lien credit agreement. If the company were to miss a payment on the first-lien debt, S&P would lower the rating on this facility to 'D' from 'C'. TRONOX INC: May File for Chapter 11 Protection Today ---------------------------------------------------- Jeffrey McCracken and Paul Glader at The Wall Street Journal report that people familiar with the matter said on Sunday that Tronox Inc. is ready to file for Chapter 11 bankruptcy protection in New York within Jan. 12, 2009. Citing the sources, WSJ relates that Tronox would get about $125 million in debtor-in-possession financing led by Credit Suisse, and that the funds will be used to help Tronox continue doing business long enough for an orderly wind-down of operations. The sources said that Tronox assets would either be sold or several of its operations would be closed, the report states. According to WSJ, a source said that the DIP for Tronox "will be right in that range of 9% to 10%, plus upfront fees, back-end fees and other costs." WSJ says that Tronox -- which has three plants in the U.S., two in Europe, and one is Australia -- has been struggling for some time, as demand for its whitener products in the U.S. slowed over the last two years. WSJ states that Tronox had $239 million in environmental liabilities at the time of its spin-off from former parent Kerr-McGee in March 2006. According to the report, Tronox lost about $106.4 million in 2007 on sales of $1.4 billion, and its shares have dropped from $8 in 2008 to around six cents. The report says that Tronox recently missed an interest payment on its bonds. WSJ reports that Tronox hired law firm of Kirkland & Ellis LLP as bankruptcy counsel last year. It hired Rothschild Inc. and Alvarez & Marsal as financial and operational advisers, according to WSJ. About Tronox Headquartered in Oklahoma City, Tronox Incorporated (NYSE:TRX) -- http://www.tronox.com/-- is a producer and marketer of titanium dioxide pigment, an inorganic white pigment used in paint, coatings, plastics, paper and many other everyday products. The company's five pigment plants, which are located in the United States, Australia, Germany and the Netherlands, supply performance products to approximately 1,100 customers in 100 countries. In addition, Tronox produces electrolytic products, including sodium chlorate, electrolytic manganese dioxide, boron trichloride, elemental boron and lithium manganese oxide. Bloomberg says the company is the world's third largest maker of titanium dioxide. According to Bloomberg, DuPont Co. is the largest maker of the chemical, followed by Saudi-owned National Titanium Dioxide Co., known a Cristal. Tronox has $1.6 billion in total assets, including $646.9 million in current assets, as at September 30, 2008. The company has $881.6 million in current debts and $355.9 million in total noncurrent debts. Tronox has retained the investment banking firm Rothschild Inc. to further assist the company in evaluating strategic options for the business. As of December 4, Robert Y. Brown, III, Tronox Incorporated vice president of strategic planning and business services was no longer with the company. As of December 4, 2008, Robert Y. Brown, III, Tronox Incorporated vice president of strategic planning and business services is no longer with the company. UBS AG: Expects $1.8BB Fine on U.S. Tax Probe, Says Report ---------------------------------------------------------- According to Reuters, Swiss newspaper Sonntag reported that Switzerland's UBS AG expects a fine of some 2 billion Swiss francs (U.S.$1.80 billion) related to a U.S. tax investigation. The bank, according to Reuters, is at the center of a U.S. investigation into possible tax fraud for allegedly helping wealthy Americans to hide assets in Swiss bank accounts. Meanwhile, UBS said it could see a writedown of up to $1 billion on LyondellBasell, according to Bank Vontobel analyst Teresa Nielsen, the Wall Street Journal reported. LyondellBasell's U.S. businesses and one of its European holding companies -- Basell Germany Holdings GmbH -- filed voluntary petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code on January 6, 2009, to facilitate a restructuring of the company's debts. Reuters stated that another Sunday newspaper, Sonntagszeitung, reported without giving sources that the bank probably made a loss of some CHF8 billion in the final quarter of 2008, taking its full-year-losses to about CHF20 billion. In the third quarter of 2008, UBS managed to report a net profit attributable to UBS shareholders of CHF296 million for third quarter 2008, but had incurred losses before that -- CHF358 in the second quarter of 2008, and $858 in the third quarter of 2007. UBS acknowledged that third quarter 2008 remained difficult as the credit crisis broadened and intensified: -- Global financial markets came under increased stress as problems in the U.S. residential mortgage market spread to the broader economy and the global financial sector. -- Fears of a global recession increased and were exacerbated by further declines in housing and credit markets in the US and Europe, which heightened concerns over the creditworthiness of some financial institutions. -- Equity markets were extremely volatile and trended sharply down over the quarter, driven by deleveraging and extreme risk aversion from investors. UBS expects that the conditions seen at the beginning of fourth quarter will continue to affect clients' assets, and therefore UBS's fee-earning businesses. Operating expenses will continue to be trimmed where possible, it said. UBS said it has proactively undertaken a number of measures to safeguard its liquidity position. As reported by the Troubled Company Reporter, UBS said Dec. 31, 2008, that it has as sold its investment of approximately 3.4 billion Bank of China Limited H- shares through a placing to institutional investors. The Financial Times reporteds that UBS, the first overseas investor to offload its holding in a major Chinese bank, raised US$835 million from the sale. About UBS AG Based in Zurich, Switzerland, UBS AG (VTX:UBSN) -- http://www.ubs.com/-- is a global provider of financial services for wealthy clients. UBS's financial businesses are organized on a worldwide basis into three Business Groups and the Corporate Center. Global Wealth Management & Business Banking consists of three segments: Wealth Management International & Switzerland, Wealth Management US and Business Banking Switzerland. The Business Groups Investment Bank and Global Asset Management constitute one segment each. The Industrial Holdings segment holds all industrial operations controlled by the Group. Global Asset Management provides investment products and services to institutional investors and wholesale intermediaries around the globe. The Investment Bank operates globally as a client-driven investment banking and securities firm. The Industrial Holdings segment comprises the non-financial businesses of UBS, including the private equity business, which primarily invests UBS and third-party funds in unlisted companies. * * * As reported in the Troubled Company Reporter-Europe on Dec. 1, 2008, Moody's Investors Service downgraded its ratings of one credit default swap entered into by UBS AG, London branch. Rating action: UBS AG, London Branch - Credit Default Swap (BLB1): GBP153,727,000 Credit Default Swap with scheduled termination date on October 2014 -- Current Rating: B2 -- Prior Rating: A3 -- Prior Rating Action Date: June 30, 2006 According to Moody's, the rating action is the result of deterioration in the credit quality of the transaction's reference portfolio, which includes but is not limited to exposure to Lehman Brothers Holdings Inc., which filed for protection under Chapter 11 of the U.S. Bankruptcy Code on Sept. 15, 2008, Washington Mutual Inc., which was seized by federal regulators on Sept. 25, 2008 and subsequently virtually all of its assets were sold to JPMorgan Chase, Fannie Mae and Freddie Mac, which were placed into the conservatorship of the U.S. government on Sept. 8, 2008 and one Icelandic bank, specifically Kaupthing Bank hf. UCF INTERLAKE: Files for Chapter 11 Bankruptcy Protection --------------------------------------------------------- Building-Products.com reports that UCF Interlake Holding Co. has filed for Chapter 11 bankruptcy protection. UCF Interlake also agreed to be acquired by Mecalux Inc., a Spanish provider of racks and automated storage systems, Building- Products.com relates. The company said that Mecalux paid about $7.5 million for an option to purchase 100% of UCF Interlake Holding, which includes: -- Interlake Material Handling Solutions, -- United Fixtures Co., -- National Store Fixtures, -- Monarch Storage Systems, and -- J&D Associates. UCF Interlake Holding Co. is a racking and fixtures manufacturer in Naperville, Illinois. WORLD RACING: Sept. 30 Balance Sheet Upside Down by $9.8 Million ---------------------------------------------------------------- World Racing Group, Inc.'s September 30, 2008, balance sheet showed total assets of $13,493,878 and total liabilities of $23,336,863, resulting in total stockholders' deficit of $9,842,985. For the three months ended September 30, 2008, the company posted a net loss of $3,315,875, compared with a net loss of $2,392,693 for the same period a year earlier. In a regulatory filing dated November 14, 2008, Brian M. Carter, chief executive officer and chief financial officer, disclosed that the company incurred a net loss of $12.7 million for the year ended December 31, 2007, and a net loss of $9.7 million for the nine months ended September 30, 2008. "The company has an accumulated deficit of $83.1 million and negative working capital of $3.7 million as of September 30, 2008, which raises substantial doubt about the Company's ability to continue as a going concern." "The company is dependent on existing cash resources and external sources of financing to meet its working capital needs. Current sources of liquidity are insufficient to provide for its budgeted and anticipated working capital requirements through the remainder of 2008. As a result, additional capital is necessary for the company to continue as a going concern. Management is currently seeking to raise additional working capital to meet its short- and long-term liquidity needs. No assurances can be given that such capital will be available to the Company on acceptable terms, if at all. If the company is unable to obtain additional financing when it is needed or if such financing cannot be obtained on terms favorable to us or if the company is unable to renegotiate existing financing facilities, we will be required to delay or scale back our operations, which could delay development and adversely affect our ability to generate future revenues." According to Mr. Carter, to attain profitable operations, management's plan is to (i) increase the number of sanctioned events; (ii) leverage existing owned and leased tracks to generate ancillary revenue streams; (iii) partner with existing promoters to create additional marquis events; and (iv) continue to build sponsorship, advertising and related revenue, including license fees related to the sale of branded merchandise. "If the company is unsuccessful in its plan, we will continue to be dependent on outside sources of capital to continue as a going concern." A full-text copy of the company's quarterly report is available for free at: http://researcharchives.com/t/s?37b8 About World Racing World Racing Group, Inc., and its wholly owned subsidiaries, market and promote motor sports entertainment in the United States. Its motorsports subsidiaries operate seven dirt motor sports tracks in New York, Pennsylvania and Florida. WOUND MANAGEMENT: Sept. 30 Balance Sheet Upside Down by $509,344 ---------------------------------------------------------------- As of September 30, 2008, Wound Management Technologies, Inc., and its subsidiary's balance sheet showed total assets $1,113,058 and total liabilities of $1,622,402, resulting in total stockholders' deficiency of $509,344. The company posted a net loss of $341,490 for the three months ended September 30, 2008. In a regulatory filing dated November 14, 2008, Scott A. Haire, chairman of the Board, chief executive officer and president, disclosed that the company currently has limited resources to maintain its current operations, secure more inventories, and meet its contractual obligations. "Additional capital must be raised through equity or debt offerings. If we are unable to obtain additional capital, we will be unable to operate our business." "Without realization of additional capital or significant revenues from operations, it would be unlikely for the company to continue as a going concern. The company has continuously incurred losses from operations and has a significant accumulated deficit. These conditions raise substantial doubt about its ability to continue as a going concern." "It is the company's belief that it will continue to incur nominal losses for at least the next twelve months, and as a result will require additional funds from debt or equity investments to meet [those] needs. The company anticipates that its officers and shareholders will contribute sufficient funds to satisfy the cash needs of the company for the next twelve months. However, there can be no assurances to that effect, as the company has insignificant revenues and the company's need for capital may change dramatically if it is successful in acquiring a new business. If the company cannot obtain needed funds, it may be forced to curtail or cease its activities. Our future funding requirements will depend on numerous factors, some of which are beyond the company's control. These factors include our ability to operate profitably, recruit and train management and personnel, and to compete with other, better-capitalized and more established competitors. To meet these objectives, management's plans are to (i) raise capital by obtaining financing through private placement efforts, (ii) issue common stock for services rendered in lieu of cash payments and (iii) obtain loans from officers and shareholders as necessary." According to Mr. Haire, the company does not anticipate incurring significant research and development costs, the purchase of any major equipment, or any significant changes in the number of its employees over the next twelve months. A full-text copy of the company's quarterly report is available for free at: http://researcharchives.com/t/s?37b5 About Wound Management Wound Management Technologies, Inc.'s current focus is developing and marketing products for the advanced wound care market, as pursued through its wholly owned subsidiary, Wound Care Innovations, LLC, a Nevada limited liability company. The company holds the exclusive worldwide license to certain patented technologies and processes related to an advanced collagen based wound care product formulation, which we market under the brand name "CellerateRx(TM)". These products are FDA cleared for marketing for these indications: pressure ulcers, diabetic ulcers, surgical wounds, ulcers due to arterial insufficiency, traumatic wounds, 1st and 2nd degree burns, and superficial wounds. YRC WORLDWIDE: Units Ask Teamsters Members To Modify Labor Deal --------------------------------------------------------------- YRC Worldwide Inc. disclosed in a regulatory filing with the Securities and Exchange Commission that its Yellow Transportation, Roadway, Holland and New Penn business units have asked their union employees represented by the International Brotherhood of Teamsters to modify the company's current labor agreements. Bill Zollars, chairman, president and CEO of YRC Worldwide, commented, "During this economic recession, we have already taken a number of steps to improve our financial and competitive position, as we continue aggressive short-term actions to meet the current environment as we plan for our long-term success. We are in the process of working with our union partners to modify the terms of our labor contract in a way that allows us to be more competitive with non-union carriers in the short-term and, at the same time, protect and sustain the financial health of our dedicated employees and our company going forward." Mr. Zollars continued, "This modification would address our operating cost structure, which is higher than a number of companies in our industry, due primarily to pension plan funding obligations. Funding pensions for our own Teamsters employees is affordable; however, paying for all the retirees and former employees of failed companies as required under our current plans makes us less competitive." While working on a longer-term solution to this issue, YRC Worldwide is seeking immediate cost savings through proposed changes for the remainder of the contract including: -- A 10% reduction in all wages paid, inclusive of scheduled increases; -- Suspension of Cost of Living Adjustments (COLA) In exchange, Teamsters employees would receive a 15% ownership stake in YRC Worldwide allowing them to share in future company performance through stock price appreciation. The details of this plan are still being finalized. Contributions to the health, welfare and pension plans would continue as negotiated. The estimated cost savings from these modifications is approximately $220-$250 million annually. The company expects that a ratification vote on the proposed modification will occur prior to the end of the year with an expected effective date of Jan. 1, 2009. Non-union employees of YRC Worldwide will receive the same or greater percent reduction in total compensation as their represented counterparts. This includes modifications made earlier this year to the non-union pension, retirement and other benefit programs. YRC Worldwide took an important step earlier this year with the decision to integrate its Yellow Transportation and Roadway networks, an initiative that is already producing results that are better than anticipated in terms of serving customers and improving performance. In addition, the company has moved to strengthen its financial position by commencing a tender offer to purchase outstanding notes, selling excess assets, entering into sale/leaseback transactions for core real estate and executing various cost reduction activities. Mike Smid, president and CEO of YRC North American Transportation, said, "Even as we take steps to improve our balance sheet, liquidity and net income, it is clear that we need to address our current cost structure to remain competitive in this environment. After outlining our position with the Teamsters leadership, they are strongly aware of the need to provide our company with economic relief to protect union jobs and retirement benefits. The Teamsters have been supportive in reaching a tentative agreement to modify the current contract, and we believe that the union leadership and our employees will agree with our analysis and vote for these necessary modifications to the current agreement." About YRC Worldwide Inc. Headquartered in Overland Park, Kansas, YRC Worldwide Inc. -- http://www.yrcw.com/-- a Fortune 500 company and one of the largest transportation service providers in the world, is the holding company for a portfolio of brands including Yellow Transportation, Roadway, Reimer Express, YRC Logistics, New Penn, USF Holland, USF Reddaway, and USF Glen Moore. The enterprise provides global transportation services, transportation management solutions and logistics management. The portfolio of brands represents a comprehensive array of services for the shipment of industrial, commercial and retail goods domestically and internationally. YRC Worldwide employs approximately 58,000 people. * * * As reported in the Troubled Company Reporter on Jan. 9, 2009, Standard & Poor's Ratings Services revised the implications of its CreditWatch review of YRC Worldwide Inc. (CC/Watch Dev/--) to developing from negative. The revision follows news of the Overland Park, Kansas-based trucking company's terminated debt tender offer and negotiations with its bank group to modify terms on its revolving credit and asset backed securitization facilities. YRC WORLDWIDE: Amends Terms of Cash Tender Offer for Notes ---------------------------------------------------------- YRC Worldwide Inc. amended the terms of its cash tender offer with respect to its outstanding: -- 5.0% Contingent Convertible Senior Notes due 2023; -- 5.0% Net Share Settled Contingent Convertible Senior Notes due 2023; -- 3.375% Contingent Convertible Senior Notes due 2023; and -- 3.375% Net Share Settled Contingent Convertible Senior Notes due 2023; and -- YRC Regional Transportation, Inc.'s fka USFreightways Corporation 8-1/2% Guaranteed Notes due April 15, 2010. Under the amended terms of the tender offer, the company is offering to pay an aggregate Purchase Price, plus accrued and unpaid stated interest up to, but not including the payment date, not to exceed $150 million for the Notes. In addition, the company has increased the Purchase Price for the Convertible Notes. The consideration for each $1,000 principal amount of 5% Contingent Convertible Notes and 5% Net Share Settled Notes tendered and accepted for purchase pursuant to the Tender Offer shall be $500, plus Accrued Interest, and the consideration for each $1,000 principal amount of 3.375% Contingent Convertible Notes and 3.375% Net Share Settled Notes tendered and accepted for purchase pursuant to the Tender Offer shall be $420, plus Accrued Interest. The consideration offered for each $1,000 principal amount of 8-1/2% Notes remains unchanged. Due to the size of the Maximum Aggregate Purchase Amount, all Notes validly tendered in the tender offer having a first, second or third Acceptance Priority Level will be accepted for purchase and will not be subject to proration. Due to the size of the Maximum Aggregate Purchase Amount and depending on the principal amount of Notes of each series validly tendered, Notes with a fourth or fifth Acceptance Priority Level validly tendered may not be accepted for purchase or may be accepted for purchase on a pro rata basis. With respect to any particular Acceptance Priority Level, if none of the Notes in any of the Acceptance Priority Levels higher than such Acceptance Priority Level is validly tendered, then the company would purchase all of the outstanding Notes validly tendered of the Acceptance Priority Level. If the aggregate Purchase Price, plus Accrued Interest, for the First, Second and Third Priority Notes that are validly tendered is less than the Maximum Aggregate Purchase Amount, the Fourth Priority Notes validly tendered will be accepted for purchase if the aggregate Purchase Price, plus Accrued Interest, for such Fourth Priority Notes does not exceed the remaining portion of the Maximum Aggregate Purchase Amount. If the aggregate Purchase Price, plus Accrued Interest, for such Fourth Priority Notes exceeds the remaining portion of the Maximum Aggregate Purchase Amount, the Fourth Priority Notes will be accepted for purchase on a pro rata basis . If the aggregate Purchase Price, plus Accrued Interest, for the First, Second, Third and Fourth Priority Notes that are validly tendered is less than the Maximum Aggregate Purchase Amount, the Fifth Priority Notes validly tendered will be accepted for purchase if the aggregate Purchase Price, plus Accrued Interest, for such Fifth Priority Notes does not exceed the remaining portion of the Maximum Aggregate Purchase Amount. If the aggregate Purchase Price, plus Accrued Interest, for such Fifth Priority Notes exceeds the remaining portion of the Maximum Aggregate Purchase Amount, the Fifth Priority Notes will be accepted for purchase on a pro rata basis. A full-text copy of the Offer to Purchase is available for free at http://ResearchArchives.com/t/s?3595 Except as described herein, all other terms and conditions of the tender offer are unchanged. All Notes tendered and not withdrawn will remain subject to the tender offer, subject to the right of each holder to withdraw his or her Notes. As of Nov. 19, 2008, the Convertible Notes became convertible pursuant to Section 10.01(d) of each Convertible Note Indenture. Each holder should refer to the applicable Convertible Note Indenture to determine his or her rights thereunder. -- The 5.0% Contingent Convertible Notes are convertible into shares of the company's common stock at the conversion price of $39.24, which represents a conversion rate of approximately 25.4842 shares of common stock per $1,000 principal amount of the Notes. Fractional shares of common stock will be paid in cash in accordance with the terms of the applicable Convertible Note Indenture. -- The 5.0% Net Share Settled Notes are convertible into cash and shares of the company's common stock, if any, based on an amount calculated pursuant to a formula set forth in the applicable Convertible Note Indenture. Assuming a volume- weighted average price or VWAP per share of common stock of $5.16, which was the VWAP displayed on Bloomberg on Dec. 8, 2008, for each of the five trading days immediately after the conversion date, each $1,000 principal amount of the Notes would be convertible into $131.49 of cash. -- The 3.375% Contingent Convertible Notes are convertible into shares of the company's common stock at the conversion price of $46.00, which represents a conversion rate of approximately 21.7391 shares of common stock per $1,000 principal amount of the Notes. Fractional shares of common stock will be paid in cash in accordance with the terms of the applicable Convertible Note Indenture. -- The 3.375% Net Share Settled Notes are convertible into cash and shares of the company's common stock, if any, based on an amount calculated pursuant to a formula set forth in the applicable Convertible Note Indenture. Assuming a VWAP per share of common stock of $5.16 for each of the five trading days immediately after the conversion date, each $1,000 principal amount of such Notes would be convertible into $112.19 of cash. Goldman, Sachs & Co. is the Dealer Manager of the tender offer. Persons with questions regarding the tender offer may contact Goldman, Sachs & Co. at (212) 357-4692 or (toll-free) (800) 828- 3182 (Attention: Liability Management Group). Requests for copies of the Offer to Purchase, Letter of Transmittal and related materials should be directed to Global Bondholder Services Corporation, the Information Agent and Depositary for the tender offer, at (212) 430-3774 (for banks and brokers only) or (866) 470-4300 (for all others and toll-free). About YRC Worldwide Inc. Headquartered in Overland Park, Kansas, YRC Worldwide Inc. -- http://www.yrcw.com/-- a Fortune 500 company and one of the largest transportation service providers in the world, is the holding company for a portfolio of brands including Yellow Transportation, Roadway, Reimer Express, YRC Logistics, New Penn, USF Holland, USF Reddaway, and USF Glen Moore. The enterprise provides global transportation services, transportation management solutions and logistics management. The portfolio of brands represents a comprehensive array of services for the shipment of industrial, commercial and retail goods domestically and internationally. YRC Worldwide employs approximately 58,000 people. * * * As reported in the Troubled Company Reporter on Jan. 9, 2009, Standard & Poor's Ratings Services revised the implications of its CreditWatch review of YRC Worldwide Inc. (CC/Watch Dev/--) to developing from negative. The revision follows news of the Overland Park, Kansas-based trucking company's terminated debt tender offer and negotiations with its bank group to modify terms on its revolving credit and asset backed securitization facilities. YRC WORLDWIDE: In Talks with Lenders to Enhance Fin. Flexibility ---------------------------------------------------------------- YRC Worldwide Inc. is in discussions with its banking group to modify certain terms of its credit facilities that would enhance the company's financial flexibility including changes to its leverage ratio. The company's credit agreement defines the leverage ratio generally to be total debt to earnings before interest, taxes, depreciation and amortization. The company has targeted late January 2009 to conclude its discussions with its banks on an amendment. As a result of the discussions, YRC expects to remain in compliance with its covenants in its credit facilities, including any minimum leverage ratio requirement, at year end. In addition, the company has terminated its tender offer that expired at midnight on Dec. 23, 2008, since the proposed wage reduction amendment to the National Master Freight Agreement, which was a condition of the tender offer, has not yet been ratified. The company expects the union amendment to be ratified around year end 2008. "Given the economic uncertainty, we believe it is more productive to pursue a revised arrangement with our banks as an alternative to completing the tender offer," Bill Zollars, chairman, president and CEO of YRC Worldwide, stated. "We continue to have good relationships with our banking group and are confident that we can work out a mutual agreement that provides flexibility in our leverage ratio while improving our liquidity position." The company has over $250 million of cash and expects to generate additional cash from sale and leaseback transactions and proceeds from sales of excess facilities, while notably reducing its 2009 equipment purchases due to the integration of its national companies. When combining these actions together with the planned wage reductions for all YRC employees, the company expects to have sufficient liquidity to effectively implement its operating strategy well into the future. National Integration Update The company is in the process of integrating the operations and local sales teams of its two largest brands, Yellow Transportation and Roadway. YRC expects to have around 80 facilities either consolidated or in the process of consolidation by the end of 2008. Due to the early success of the integration, the company has reevaluated the timeline and now expects the integration to be mostly complete by early spring 2009 with around 450 consolidated operations. "We have the most experienced and dedicated employees in the industry and they continue to exceed our expectations in integrating two large and comprehensive networks," Mr. Zollars said. "Based on this positive momentum, we are confident in further accelerating our timeline that will allow us to significantly improve density and enhance the value we provide to our customers even sooner." Fourth Quarter 2008 Update "Consistent with other industry reports, the economic recession continues to put pressure on our volumes and pricing," commented Mr. Zollars. "With that said, the gap between our volume trends and others within the less-than-truckload market appears to be narrowing as we further enhance our networks and improve our financial position." Key volume statistics for the fourth quarter-to-date as of Nov. 30, 2008 compared to the same period in 2007 include: -- YRC National Transportation total tonnage per day down 11.8% -- YRC Regional Transportation total tonnage per day down about 11% when adjusting for the network changes in the first quarter 2008. Total tonnage per day is down 20.9% without adjusting for the network changes. About YRC Worldwide Inc. Headquartered in Overland Park, Kansas, YRC Worldwide Inc. -- http://www.yrcw.com/-- a Fortune 500 company and one of the largest transportation service providers in the world, is the holding company for a portfolio of brands including Yellow Transportation, Roadway, Reimer Express, YRC Logistics, New Penn, USF Holland, USF Reddaway, and USF Glen Moore. The enterprise provides global transportation services, transportation management solutions and logistics management. The portfolio of brands represents a comprehensive array of services for the shipment of industrial, commercial and retail goods domestically and internationally. YRC Worldwide employs approximately 58,000 people. * * * As reported in the Troubled Company Reporter on Jan. 9, 2009, Standard & Poor's Ratings Services revised the implications of its CreditWatch review of YRC Worldwide Inc. (CC/Watch Dev/--) to developing from negative. The revision follows news of the Overland Park, Kansas-based trucking company's terminated debt tender offer and negotiations with its bank group to modify terms on its revolving credit and asset backed securitization facilities. * BOND PRICING: For the Week of Jan. 5 - Jan. 9, 2009 ----------------------------------------------------- Company Coupon Maturity Bid Price ------- ------ -------- --------- ABITIBI-CONS FIN 7.88% 8/1/2009 73.75 ACE CASH EXPRESS 10.25% 10/1/2014 19.63 ADVANTA CAP TR 8.99% 12/17/2026 5.50 AHERN RENTALS 9.25% 8/15/2013 27.24 AIRTRAN HOLDINGS 7.00% 7/1/2023 64.63 ALABAMA POWER 5.50% 10/1/2042 48.88 ALERIS INTL INC 10.00% 12/15/2016 17.75 AMBAC INC 9.38% 8/1/2011 76.96 AMBASSADORS INTL 3.75% 4/15/2027 29.50 AMD 5.75% 8/15/2012 38.25 AMER CAP STRATEG 6.85% 8/1/2012 37.00 AMER GENL FIN 3.88% 10/1/2009 84.11 AMER GENL FIN 4.00% 3/15/2011 56.85 AMER GENL FIN 4.63% 5/15/2009 96.50 AMER GENL FIN 4.63% 9/1/2010 62.11 AMER GENL FIN 4.88% 5/15/2010 67.00 AMER GENL FIN 5.63% 8/17/2011 58.00 AMER GENL FIN 8.13% 8/15/2009 88.00 AMERIQUAL GROUP 9.50% 4/1/2012 43.00 AMES TRUE TEMPER 10.00% 7/15/2012 36.00 AMR CORP 10.40% 3/10/2011 42.50 ANTHRACITE CAP 11.75% 9/1/2027 30.38 ANTIGENICS 5.25% 2/1/2025 24.32 APPLETON PAPERS 9.75% 6/15/2014 19.00 ARCO CHEMICAL CO 9.80% 2/1/2020 31.50 ARCO CHEMICAL CO 10.25% 11/1/2010 32.50 ASARCO INC 7.88% 4/15/2013 36.00 ASSURED GUARANTY 6.40% 12/15/2066 12.00 ATHEROGENICS INC 1.50% 2/1/2012 8.00 ATHEROGENICS INC 4.50% 9/1/2008 8.25 ATHEROGENICS INC 4.50% 3/1/2011 8.50 AVENTINE RENEW 10.00% 4/1/2017 12.00 AVIS BUDGET CAR 7.63% 5/15/2014 32.50 BANK NEW ENGLAND 8.75% 4/1/1999 5.13 BANK NEW ENGLAND 9.88% 9/15/1999 4.13 BANKUNITED CAP 3.13% 3/1/2034 10.00 BEAZER HOMES USA 4.63% 6/15/2024 41.20 BEAZER HOMES USA 8.38% 4/15/2012 41.00 BEAZER HOMES USA 8.63% 5/15/2011 54.00 BELL MICROPRODUC 3.75% 3/5/2024 18.00 BLOCKBUSTER INC 9.00% 9/1/2012 53.56 BOISE CASCADE CO 7.35% 2/1/2016 22.00 BON-TON DEPT STR 10.25% 3/15/2014 17.50 BON-TON DEPT STR 10.25% 3/15/2014 16.50 BORDEN INC 8.38% 4/15/2016 8.30 BORDEN INC 9.20% 3/15/2021 5.00 BOWATER INC 6.50% 6/15/2013 16.00 BOWATER INC 9.00% 8/1/2009 39.77 BOWATER INC 9.38% 12/15/2021 12.75 BOWATER INC 9.50% 10/15/2012 12.50 BRODER BROS CO 11.25% 10/15/2010 23.50 BUFFALO THUNDER 9.38% 12/15/2014 24.25 BUFFETS INC 12.50% 11/1/2014 0.26 BURLINGTON COAT 11.13% 4/15/2014 36.00 CALLON PETROLEUM 9.75% 12/8/2010 52.00 CARAUSTAR INDS 7.25% 5/1/2010 48.88 CARAUSTAR INDS 7.38% 6/1/2009 60.25 CCH I LLC 9.92% 4/1/2014 5.50 CCH I LLC 10.00% 5/15/2014 36.88 CCH I LLC 10.00% 5/15/2014 7.99 CCH I LLC 11.13% 1/15/2014 3.56 CCH I/CCH I CP 11.00% 10/1/2015 21.50 CCH I/CCH I CP 11.00% 10/1/2015 17.00 CCH I/CCH I CP 11.00% 10/1/2015 30.75 CCH I/CCH I CP 11.00% 10/1/2015 30.75 CCH II/CCH II CP 10.25% 1/15/2010 42.00 CCH II/CCH II CP 10.25% 9/15/2010 52.13 CCH II/CCH II CP 10.25% 9/15/2010 48.00 CCH II/CCH II CP 10.25% 10/1/2013 40.63 CELL GENESYS INC 3.13% 11/1/2011 32.85 CHAMPION ENTERPR 2.75% 11/1/2037 12.75 CHAMPION ENTERPR 7.63% 5/15/2009 86.75 CHAPARRAL ENERGY 8.50% 12/1/2015 25.00 CHAPARRAL ENERGY 8.88% 2/1/2017 26.25 CHARTER COMM HLD 9.63% 11/15/2009 79.98 CHARTER COMM HLD 10.00% 4/1/2009 88.84 CHARTER COMM HLD 10.00% 5/15/2011 12.98 CHARTER COMM HLD 10.75% 10/1/2009 11.93 CHARTER COMM HLD 11.13% 1/15/2011 51.00 CHARTER COMM HLD 11.75% 5/15/2011 18.13 CHARTER COMM INC 6.50% 10/1/2027 1.62 CHENIERE ENERGY 2.25% 8/1/2012 16.00 CITADEL BROADCAS 4.00% 2/15/2011 49.00 CLAIRE'S STORES 9.25% 6/1/2015 20.50 CLAIRE'S STORES 10.50% 6/1/2017 14.10 CLEAR CHANNEL 4.25% 5/15/2009 89.50 CLEAR CHANNEL 4.40% 5/15/2011 27.50 CLEAR CHANNEL 4.50% 1/15/2010 60.50 CLEAR CHANNEL 4.90% 5/15/2015 17.53 CLEAR CHANNEL 5.00% 3/15/2012 24.00 CLEAR CHANNEL 5.50% 9/15/2014 19.00 CLEAR CHANNEL 5.50% 12/15/2016 10.00 CLEAR CHANNEL 5.75% 1/15/2013 17.00 CLEAR CHANNEL 6.25% 3/15/2011 35.00 CLEAR CHANNEL 6.88% 6/15/2018 18.00 CLEAR CHANNEL 7.25% 10/15/2027 14.85 CLEAR CHANNEL 7.65% 9/15/2010 67.00 CLEAR CHANNEL 10.75% 8/1/2016 25.00 CMP SUSQUEHANNA 9.88% 5/15/2014 4.13 COEUR D'ALENE 1.25% 1/15/2024 27.00 COMPUCREDIT 3.63% 5/30/2025 30.00 CONEXANT SYSTEMS 4.00% 3/1/2026 45.00 CONSTAR INTL 11.00% 12/1/2012 2.00 COOPER-STANDARD 7.00% 12/15/2012 29.75 COOPER-STANDARD 8.38% 12/15/2014 20.00 CREDENCE SYSTEM 3.50% 5/15/2010 20.75 DAYTON SUPERIOR 13.00% 6/15/2009 100.50 DECODE GENETICS 3.50% 4/15/2011 5.00 DECODE GENETICS 3.50% 4/15/2011 5.00 DELPHI CORP 6.50% 8/15/2013 3.00 DELPHI CORP 8.25% 10/15/2033 0.00 DELTA PETROLEUM 7.00% 4/1/2015 17.13 DEX MEDIA INC 8.00% 11/15/2013 21.94 DEX MEDIA WEST 8.50% 8/15/2010 63.25 DEX MEDIA WEST 8.50% 8/15/2010 62.88 DEX MEDIA WEST 9.88% 8/15/2013 28.25 DOLE FOODS CO 8.63% 5/1/2009 99.26 DOLLAR GENERAL 8.63% 6/15/2010 52.25 DR HORTON 5.00% 1/15/2009 99.00 DUANE READE INC 9.75% 8/1/2011 58.25 DUNE ENERGY INC 10.50% 6/1/2012 39.00 DVI INC 9.88% 2/1/2004 8.38 ENERGY PARTNERS 8.75% 8/1/2010 66.25 ENERGY PARTNERS 9.75% 4/15/2014 33.00 EOP OPERATING LP 6.80% 1/15/2009 98.50 EOP OPERATING LP 7.00% 7/15/2011 38.93 EPIX MEDICAL INC 3.00% 6/15/2024 30.25 FGIC CORP 6.00% 1/15/2034 8.38 FIBERTOWER CORP 9.00% 11/15/2012 24.50 FINLAY FINE JWLY 8.38% 6/1/2012 5.00 FLOTEK INDS 5.25% 2/15/2028 28.00 FONTAINEBLEAU LA 11.00% 6/15/2015 10.25 FORD HOLDINGS 9.38% 3/1/2020 23.76 FORD MOTOR CO 8.88% 1/15/2022 26.20 FORD MOTOR CO 9.22% 9/15/2021 26.01 FORD MOTOR CO 9.50% 9/15/2011 47.00 FORD MOTOR CO 9.95% 2/15/2032 27.48 FORD MOTOR CO 9.98% 2/15/2047 28.00 FORD MOTOR CRED 4.25% 1/20/2009 90.95 FORD MOTOR CRED 4.30% 3/20/2009 86.45 FORD MOTOR CRED 4.35% 2/20/2009 91.73 FORD MOTOR CRED 4.35% 3/20/2009 92.00 FORD MOTOR CRED 4.40% 1/20/2009 87.93 FORD MOTOR CRED 4.45% 4/20/2009 80.13 FORD MOTOR CRED 4.50% 2/20/2009 96.00 FORD MOTOR CRED 4.50% 3/20/2009 80.57 FORD MOTOR CRED 4.60% 1/20/2009 97.69 FORD MOTOR CRED 4.70% 4/20/2009 80.10 FORD MOTOR CRED 4.75% 4/20/2009 61.41 FORD MOTOR CRED 4.80% 7/20/2009 58.00 FORD MOTOR CRED 5.00% 8/20/2009 77.50 FORD MOTOR CRED 5.00% 8/20/2009 79.50 FORD MOTOR CRED 5.00% 1/20/2011 23.26 FORD MOTOR CRED 5.00% 2/22/2011 30.86 FORD MOTOR CRED 5.10% 8/20/2009 77.75 FORD MOTOR CRED 5.10% 2/22/2011 54.00 FORD MOTOR CRED 5.20% 7/20/2009 80.05 FORD MOTOR CRED 5.20% 3/21/2011 35.92 FORD MOTOR CRED 5.20% 3/21/2011 31.78 FORD MOTOR CRED 5.25% 1/20/2010 64.00 FORD MOTOR CRED 5.25% 2/22/2011 48.14 FORD MOTOR CRED 5.25% 3/21/2011 46.40 FORD MOTOR CRED 5.25% 3/21/2011 47.90 FORD MOTOR CRED 5.25% 9/20/2011 33.00 FORD MOTOR CRED 5.30% 3/21/2011 30.00 FORD MOTOR CRED 5.30% 4/20/2011 31.76 FORD MOTOR CRED 5.35% 12/21/2009 60.00 FORD MOTOR CRED 5.35% 2/22/2011 35.14 FORD MOTOR CRED 5.40% 6/22/2009 82.00 FORD MOTOR CRED 5.40% 12/21/2009 50.00 FORD MOTOR CRED 5.40% 1/20/2011 56.39 FORD MOTOR CRED 5.40% 10/20/2011 42.58 FORD MOTOR CRED 5.45% 6/21/2010 39.69 FORD MOTOR CRED 5.45% 4/20/2011 28.68 FORD MOTOR CRED 5.50% 6/22/2009 80.50 FORD MOTOR CRED 5.50% 1/20/2010 41.15 FORD MOTOR CRED 5.50% 2/22/2010 40.66 FORD MOTOR CRED 5.50% 2/22/2010 59.17 FORD MOTOR CRED 5.50% 2/22/2010 66.72 FORD MOTOR CRED 5.50% 4/20/2011 53.00 FORD MOTOR CRED 5.50% 9/20/2011 32.50 FORD MOTOR CRED 5.50% 10/20/2011 40.73 FORD MOTOR CRED 5.55% 6/21/2010 58.00 FORD MOTOR CRED 5.55% 8/22/2011 43.20 FORD MOTOR CRED 5.55% 9/20/2011 34.00 FORD MOTOR CRED 5.60% 12/20/2010 43.00 FORD MOTOR CRED 5.60% 4/20/2011 47.67 FORD MOTOR CRED 5.60% 8/22/2011 44.63 FORD MOTOR CRED 5.60% 11/21/2011 18.38 FORD MOTOR CRED 5.60% 11/21/2011 41.00 FORD MOTOR CRED 5.65% 12/20/2010 45.00 FORD MOTOR CRED 5.65% 5/20/2011 25.00 FORD MOTOR CRED 5.65% 7/20/2011 46.91 FORD MOTOR CRED 5.65% 11/21/2011 26.42 FORD MOTOR CRED 5.65% 1/21/2014 27.00 FORD MOTOR CRED 5.70% 3/22/2010 61.35 FORD MOTOR CRED 5.70% 12/20/2011 38.00 FORD MOTOR CRED 5.70% 1/20/2012 34.13 FORD MOTOR CRED 5.75% 1/20/2010 66.83 FORD MOTOR CRED 5.75% 3/22/2010 61.86 FORD MOTOR CRED 5.75% 10/20/2010 60.00 FORD MOTOR CRED 5.75% 8/22/2011 43.55 FORD MOTOR CRED 5.75% 12/20/2011 37.07 FORD MOTOR CRED 5.75% 2/21/2012 32.00 FORD MOTOR CRED 5.75% 2/20/2014 28.00 FORD MOTOR CRED 5.80% 1/12/2009 100.00 FORD MOTOR CRED 5.80% 8/22/2011 37.00 FORD MOTOR CRED 5.85% 6/21/2010 29.40 FORD MOTOR CRED 5.85% 7/20/2010 50.00 FORD MOTOR CRED 5.85% 7/20/2011 39.20 FORD MOTOR CRED 5.90% 7/20/2011 30.78 FORD MOTOR CRED 5.90% 2/21/2012 18.20 FORD MOTOR CRED 5.95% 5/20/2010 56.81 FORD MOTOR CRED 6.00% 2/22/2010 75.00 FORD MOTOR CRED 6.00% 6/21/2010 43.04 FORD MOTOR CRED 6.00% 10/20/2010 59.00 FORD MOTOR CRED 6.00% 10/20/2010 43.00 FORD MOTOR CRED 6.00% 12/20/2010 30.50 FORD MOTOR CRED 6.00% 1/20/2012 21.73 FORD MOTOR CRED 6.00% 11/20/2014 24.75 FORD MOTOR CRED 6.00% 2/20/2015 21.75 FORD MOTOR CRED 6.05% 7/20/2010 55.15 FORD MOTOR CRED 6.05% 9/20/2010 45.00 FORD MOTOR CRED 6.05% 4/21/2014 21.00 FORD MOTOR CRED 6.05% 12/22/2014 26.25 FORD MOTOR CRED 6.05% 2/20/2015 22.50 FORD MOTOR CRED 6.10% 6/20/2011 32.00 FORD MOTOR CRED 6.15% 9/20/2010 39.28 FORD MOTOR CRED 6.15% 5/20/2011 28.34 FORD MOTOR CRED 6.20% 6/20/2011 44.70 FORD MOTOR CRED 6.20% 4/21/2014 19.27 FORD MOTOR CRED 6.20% 3/20/2015 23.28 FORD MOTOR CRED 6.25% 8/20/2010 50.00 FORD MOTOR CRED 6.25% 6/20/2011 41.25 FORD MOTOR CRED 6.25% 6/20/2011 36.10 FORD MOTOR CRED 6.25% 12/20/2013 31.20 FORD MOTOR CRED 6.25% 1/20/2015 26.33 FORD MOTOR CRED 6.25% 3/20/2015 25.00 FORD MOTOR CRED 6.30% 3/22/2010 45.78 FORD MOTOR CRED 6.30% 5/20/2014 27.01 FORD MOTOR CRED 6.35% 9/20/2010 46.23 FORD MOTOR CRED 6.40% 8/20/2010 36.79 FORD MOTOR CRED 6.50% 8/20/2010 46.30 FORD MOTOR CRED 6.50% 2/20/2015 20.82 FORD MOTOR CRED 6.50% 3/20/2015 21.67 FORD MOTOR CRED 6.60% 3/20/2012 17.59 FORD MOTOR CRED 6.65% 6/20/2014 15.33 FORD MOTOR CRED 6.75% 10/21/2013 32.24 FORD MOTOR CRED 6.80% 6/20/2014 27.00 FORD MOTOR CRED 6.80% 3/20/2015 13.54 FORD MOTOR CRED 6.85% 6/20/2014 26.60 FORD MOTOR CRED 6.95% 4/20/2010 57.13 FORD MOTOR CRED 7.00% 7/1/2010 41.00 FORD MOTOR CRED 7.00% 7/20/2010 58.65 FORD MOTOR CRED 7.10% 9/20/2010 39.00 FORD MOTOR CRED 7.20% 9/27/2010 60.50 FORD MOTOR CRED 7.25% 3/22/2010 80.51 FORD MOTOR CRED 7.30% 4/20/2015 22.00 FORD MOTOR CRED 7.40% 8/21/2017 20.76 FORD MOTOR CRED 7.50% 4/25/2011 49.87 FORD MOTOR CRED 7.90% 5/18/2015 28.00 FREMONT GEN CORP 7.88% 3/17/2009 50.00 FRONTIER AIRLINE 5.00% 12/15/2025 17.50 GENCORP INC 2.25% 11/15/2024 47.00 GENCORP INC 4.00% 1/16/2024 64.02 GENERAL MOTORS 7.13% 7/15/2013 23.50 GENERAL MOTORS 7.20% 1/15/2011 31.43 GENERAL MOTORS 7.38% 5/23/2048 15.00 GENERAL MOTORS 7.40% 9/1/2025 20.00 GENERAL MOTORS 7.70% 4/15/2016 21.20 GENERAL MOTORS 8.10% 6/15/2024 18.75 GENERAL MOTORS 8.25% 7/15/2023 20.47 GENERAL MOTORS 8.38% 7/15/2033 22.50 GENERAL MOTORS 8.80% 3/1/2021 18.00 GENERAL MOTORS 9.40% 7/15/2021 19.75 GENERAL MOTORS 9.45% 11/1/2011 13.38 GENWORTH GLOBAL 5.65% 7/15/2016 13.00 GENWORTH GLOBAL 6.10% 4/15/2033 15.00 GEORGIA GULF CRP 7.13% 12/15/2013 33.00 GEORGIA GULF CRP 9.50% 10/15/2014 28.50 GEORGIA GULF CRP 10.75% 10/15/2016 23.50 GGP LP 3.98% 4/15/2027 11.10 GMAC LLC 4.00% 1/15/2009 97.50 GMAC LLC 4.10% 1/15/2009 97.80 GMAC LLC 4.10% 1/15/2009 98.85 GMAC LLC 4.10% 2/15/2009 96.50 GMAC LLC 4.10% 3/15/2009 94.50 GMAC LLC 4.25% 2/15/2009 89.50 GMAC LLC 4.25% 3/15/2009 92.30 GMAC LLC 4.70% 5/15/2009 88.00 GMAC LLC 5.00% 8/15/2009 83.54 GMAC LLC 5.25% 7/15/2009 81.50 GMAC LLC 5.25% 11/15/2009 77.00 GMAC LLC 5.25% 1/15/2014 20.05 GMAC LLC 5.50% 6/15/2009 87.75 GMAC LLC 5.60% 2/15/2009 73.50 GMAC LLC 5.70% 10/15/2013 12.14 GMAC LLC 5.70% 12/15/2013 9.94 GMAC LLC 5.75% 1/15/2009 98.05 GMAC LLC 5.75% 1/15/2014 14.50 GMAC LLC 5.80% 1/15/2009 98.00 GMAC LLC 5.85% 6/15/2013 11.44 GMAC LLC 5.85% 6/15/2013 12.00 GMAC LLC 5.90% 10/15/2019 14.50 GMAC LLC 6.00% 3/15/2009 61.10 GMAC LLC 6.00% 1/15/2010 67.16 GMAC LLC 6.00% 4/1/2011 69.88 GMAC LLC 6.10% 4/15/2009 92.00 GMAC LLC 6.10% 5/15/2009 44.75 GMAC LLC 6.15% 4/15/2009 90.91 GMAC LLC 6.15% 9/15/2019 11.00 GMAC LLC 6.25% 6/15/2009 54.26 GMAC LLC 6.25% 7/15/2013 20.87 GMAC LLC 6.25% 7/15/2019 11.26 GMAC LLC 6.30% 6/15/2009 83.91 GMAC LLC 6.30% 7/15/2009 84.72 GMAC LLC 6.38% 6/15/2010 14.86 GMAC LLC 6.45% 2/15/2013 17.00 GMAC LLC 6.50% 6/15/2009 71.65 GMAC LLC 6.50% 10/15/2009 85.00 GMAC LLC 6.50% 3/15/2010 70.00 GMAC LLC 6.50% 5/15/2012 19.50 GMAC LLC 6.50% 6/15/2013 25.00 GMAC LLC 6.50% 11/15/2018 14.50 GMAC LLC 6.60% 7/15/2009 36.00 GMAC LLC 6.60% 6/15/2012 20.00 GMAC LLC 6.60% 6/15/2019 10.87 GMAC LLC 6.63% 10/15/2011 47.90 GMAC LLC 6.65% 10/15/2018 10.21 GMAC LLC 6.65% 2/15/2020 15.00 GMAC LLC 6.75% 2/15/2009 72.60 GMAC LLC 6.75% 4/15/2013 14.00 GMAC LLC 6.75% 4/15/2013 14.00 GMAC LLC 6.75% 6/15/2014 13.75 GMAC LLC 6.75% 3/15/2018 10.60 GMAC LLC 6.80% 7/15/2009 74.17 GMAC LLC 6.80% 11/15/2009 73.31 GMAC LLC 6.80% 12/15/2009 20.89 GMAC LLC 6.85% 7/15/2009 80.00 GMAC LLC 6.88% 10/15/2012 36.90 GMAC LLC 6.90% 12/15/2009 73.52 GMAC LLC 6.95% 8/15/2009 81.00 GMAC LLC 7.00% 1/15/2009 98.20 GMAC LLC 7.00% 1/15/2009 99.75 GMAC LLC 7.00% 2/15/2009 84.39 GMAC LLC 7.00% 2/15/2009 69.76 GMAC LLC 7.00% 3/15/2009 90.75 GMAC LLC 7.00% 9/15/2009 82.00 GMAC LLC 7.00% 9/15/2009 38.00 GMAC LLC 7.00% 10/15/2009 68.05 GMAC LLC 7.00% 10/15/2009 42.00 GMAC LLC 7.00% 11/15/2009 78.00 GMAC LLC 7.00% 1/15/2010 50.53 GMAC LLC 7.00% 9/15/2012 40.33 GMAC LLC 7.00% 10/15/2012 27.00 GMAC LLC 7.00% 2/15/2018 10.61 GMAC LLC 7.15% 8/15/2010 27.00 GMAC LLC 7.20% 8/15/2009 82.53 GMAC LLC 7.25% 8/15/2012 40.13 GMAC LLC 7.55% 8/15/2010 30.00 GMAC LLC 7.70% 8/15/2010 54.50 GMAC LLC 7.70% 8/15/2010 35.00 GMAC LLC 7.85% 8/15/2010 60.00 GMAC LLC 7.88% 11/15/2012 15.50 GMAC LLC 8.00% 6/15/2010 16.25 GMAC LLC 8.00% 6/15/2010 59.90 GMAC LLC 8.00% 9/15/2010 30.00 GMAC LLC 8.00% 8/15/2015 16.00 GMAC LLC 8.00% 11/15/2017 22.63 GMAC LLC 8.20% 7/15/2010 60.00 GMAC LLC 8.25% 9/15/2012 20.27 GMAC LLC 8.40% 8/15/2015 25.10 GMAC LLC 8.40% 8/15/2015 15.10 GMAC LLC 8.50% 8/15/2015 17.00 GMAC LLC 8.65% 8/15/2015 14.00 GRAPHIC PACKAGE 8.63% 2/15/2012 39.88 GTE CALIFORNIA 5.50% 1/15/2009 99.64 HAIGHTS CROSS OP 11.75% 8/15/2011 35.75 HANNA (MA) CO 6.52% 2/23/2010 70.06 HARRAHS OPER CO 5.38% 12/15/2013 25.00 HARRAHS OPER CO 5.50% 7/1/2010 63.00 HARRAHS OPER CO 5.63% 6/1/2015 17.25 HARRAHS OPER CO 6.50% 6/1/2016 17.00 HARRAHS OPER CO 7.50% 1/15/2009 98.93 HARRAHS OPER CO 8.00% 2/1/2011 39.15 HARRAHS OPER CO 10.75% 2/1/2016 30.00 HARRY & DAVID OP 9.00% 3/1/2013 34.00 HAWAIIAN TELCOM 9.75% 5/1/2013 6.26 HAWAIIAN TELCOM 12.50% 5/1/2015 1.63 HEADWATERS INC 2.88% 6/1/2016 45.42 HERTZ CORP 7.40% 3/1/2011 50.05 HERTZ CORP 7.63% 6/1/2012 45.00 HEXION US/NOVA 9.75% 11/15/2014 22.50 HILTON HOTELS 7.50% 12/15/2017 22.00 HINES NURSERIES 10.25% 10/1/2011 27.10 HOECHST C-TENDER 7.13% 3/15/2009 94.45 HUMAN GENOME 2.25% 10/15/2011 33.38 HUMAN GENOME 2.25% 8/15/2012 28.98 IDEARC INC 8.00% 11/15/2016 9.25 IDEARC INC 8.00% 11/15/2016 13.38 INDALEX HOLD 11.50% 2/1/2014 10.88 INN OF THE MOUNT 12.00% 11/15/2010 39.63 INTCOMEX INC 11.75% 1/15/2011 40.00 ISOLAGEN INC 3.50% 11/1/2024 15.00 ISTAR FINANCIAL 4.88% 1/15/2009 99.25 ISTAR FINANCIAL 5.13% 4/1/2011 43.00 ISTAR FINANCIAL 5.13% 4/1/2011 40.75 ISTAR FINANCIAL 5.38% 4/15/2010 51.00 ISTAR FINANCIAL 5.50% 6/15/2012 43.00 ISTAR FINANCIAL 5.65% 9/15/2011 43.70 ISTAR FINANCIAL 5.80% 3/15/2011 43.50 ISTAR FINANCIAL 5.95% 10/15/2013 30.00 ISTAR FINANCIAL 6.00% 12/15/2010 50.00 JAZZ TECHNOLOGIE 8.00% 12/31/2011 20.06 JEFFERSON SMURFI 7.50% 6/1/2013 19.06 JEFFERSON SMURFI 8.25% 10/1/2012 18.50 K HOVNANIAN ENTR 6.25% 1/15/2015 26.00 K HOVNANIAN ENTR 6.25% 1/15/2016 26.75 K HOVNANIAN ENTR 6.38% 12/15/2014 29.50 K HOVNANIAN ENTR 6.50% 1/15/2014 30.00 K HOVNANIAN ENTR 7.50% 5/15/2016 29.25 K HOVNANIAN ENTR 7.75% 5/15/2013 25.00 K HOVNANIAN ENTR 8.00% 4/1/2012 38.33 K HOVNANIAN ENTR 8.63% 1/15/2017 30.00 K HOVNANIAN ENTR 8.88% 4/1/2012 30.50 KAISER ALUMINUM 12.75% 2/1/2003 7.00 KELLWOOD CO 7.63% 10/15/2017 10.00 KELLWOOD CO 7.88% 7/15/2009 45.00 KEMET CORP 2.25% 11/15/2026 20.13 KIMBALL HILL INC 10.50% 12/15/2012 0.50 KNIGHT RIDDER 4.63% 11/1/2014 15.13 KNIGHT RIDDER 5.75% 9/1/2017 17.56 KNIGHT RIDDER 6.88% 3/15/2029 17.00 KNIGHT RIDDER 7.13% 6/1/2011 30.06 KNIGHT RIDDER 7.15% 11/1/2027 20.00 KNIGHT RIDDER 9.88% 4/15/2009 90.00 LANDAMERICA 3.13% 11/15/2033 15.75 LANDAMERICA 3.25% 5/15/2034 14.50 LAZYDAYS RV 11.75% 5/15/2012 43.63 LAZYDAYS RV 11.75% 5/15/2012 10.50 LEHMAN BROS HLDG 3.95% 11/10/2009 11.00 LEHMAN BROS HLDG 4.00% 8/3/2009 6.00 LEHMAN BROS HLDG 4.00% 4/16/2019 4.00 LEHMAN BROS HLDG 4.25% 1/27/2010 7.52 LEHMAN BROS HLDG 4.38% 11/30/2010 11.00 LEHMAN BROS HLDG 4.50% 7/26/2010 9.50 LEHMAN BROS HLDG 4.50% 8/3/2011 2.50 LEHMAN BROS HLDG 4.70% 3/6/2013 1.05 LEHMAN BROS HLDG 4.80% 2/27/2013 2.00 LEHMAN BROS HLDG 4.80% 3/13/2014 10.00 LEHMAN BROS HLDG 4.80% 6/24/2023 1.11 LEHMAN BROS HLDG 5.00% 1/14/2011 10.90 LEHMAN BROS HLDG 5.00% 1/22/2013 5.06 LEHMAN BROS HLDG 5.00% 2/11/2013 4.56 LEHMAN BROS HLDG 5.00% 3/27/2013 2.00 LEHMAN BROS HLDG 5.00% 6/26/2015 4.25 LEHMAN BROS HLDG 5.00% 8/5/2015 4.50 LEHMAN BROS HLDG 5.00% 12/18/2015 5.06 LEHMAN BROS HLDG 5.00% 5/28/2023 5.50 LEHMAN BROS HLDG 5.00% 5/30/2023 2.06 LEHMAN BROS HLDG 5.00% 6/10/2023 1.44 LEHMAN BROS HLDG 5.00% 6/17/2023 1.67 LEHMAN BROS HLDG 5.10% 1/28/2013 1.89 LEHMAN BROS HLDG 5.10% 2/15/2020 2.02 LEHMAN BROS HLDG 5.20% 5/13/2020 2.03 LEHMAN BROS HLDG 5.25% 2/6/2012 12.00 LEHMAN BROS HLDG 5.25% 2/11/2015 5.06 LEHMAN BROS HLDG 5.25% 3/8/2020 1.67 LEHMAN BROS HLDG 5.25% 5/20/2023 1.34 LEHMAN BROS HLDG 5.35% 2/25/2018 1.81 LEHMAN BROS HLDG 5.35% 3/13/2020 4.56 LEHMAN BROS HLDG 5.35% 6/14/2030 3.00 LEHMAN BROS HLDG 5.38% 5/6/2023 4.60 LEHMAN BROS HLDG 5.40% 3/6/2020 6.00 LEHMAN BROS HLDG 5.40% 3/20/2020 4.67 LEHMAN BROS HLDG 5.40% 3/30/2029 4.56 LEHMAN BROS HLDG 5.40% 6/21/2030 3.00 LEHMAN BROS HLDG 5.45% 3/15/2025 4.06 LEHMAN BROS HLDG 5.45% 4/6/2029 5.06 LEHMAN BROS HLDG 5.45% 2/22/2030 2.08 LEHMAN BROS HLDG 5.45% 7/19/2030 6.00 LEHMAN BROS HLDG 5.45% 9/20/2030 5.97 LEHMAN BROS HLDG 5.50% 4/4/2016 10.00 LEHMAN BROS HLDG 5.50% 2/4/2018 2.33 LEHMAN BROS HLDG 5.50% 2/19/2018 4.50 LEHMAN BROS HLDG 5.50% 11/4/2018 1.02 LEHMAN BROS HLDG 5.50% 2/27/2020 2.67 LEHMAN BROS HLDG 5.50% 8/19/2020 1.10 LEHMAN BROS HLDG 5.50% 3/14/2023 3.40 LEHMAN BROS HLDG 5.50% 4/8/2023 3.00 LEHMAN BROS HLDG 5.50% 4/15/2023 6.00 LEHMAN BROS HLDG 5.50% 4/23/2023 1.15 LEHMAN BROS HLDG 5.50% 8/5/2023 5.25 LEHMAN BROS HLDG 5.50% 10/7/2023 5.10 LEHMAN BROS HLDG 5.50% 1/27/2029 1.10 LEHMAN BROS HLDG 5.50% 2/3/2029 2.20 LEHMAN BROS HLDG 5.50% 8/2/2030 3.00 LEHMAN BROS HLDG 5.55% 2/11/2018 3.00 LEHMAN BROS HLDG 5.55% 3/9/2029 5.20 LEHMAN BROS HLDG 5.55% 1/25/2030 7.14 LEHMAN BROS HLDG 5.55% 9/27/2030 6.75 LEHMAN BROS HLDG 5.55% 12/31/2034 4.25 LEHMAN BROS HLDG 5.60% 1/22/2018 2.88 LEHMAN BROS HLDG 5.60% 9/23/2023 10.00 LEHMAN BROS HLDG 5.60% 2/17/2029 5.10 LEHMAN BROS HLDG 5.60% 2/24/2029 4.75 LEHMAN BROS HLDG 5.60% 3/2/2029 6.00 LEHMAN BROS HLDG 5.60% 2/25/2030 6.75 LEHMAN BROS HLDG 5.60% 5/3/2030 2.67 LEHMAN BROS HLDG 5.63% 1/24/2013 12.25 LEHMAN BROS HLDG 5.63% 3/15/2030 6.00 LEHMAN BROS HLDG 5.65% 11/23/2029 5.00 LEHMAN BROS HLDG 5.65% 8/16/2030 6.00 LEHMAN BROS HLDG 5.65% 12/31/2034 1.50 LEHMAN BROS HLDG 5.70% 1/28/2018 7.70 LEHMAN BROS HLDG 5.70% 2/10/2029 5.00 LEHMAN BROS HLDG 5.70% 4/13/2029 2.22 LEHMAN BROS HLDG 5.70% 9/7/2029 3.00 LEHMAN BROS HLDG 5.70% 12/14/2029 5.14 LEHMAN BROS HLDG 5.75% 4/25/2011 10.50 LEHMAN BROS HLDG 5.75% 7/18/2011 10.00 LEHMAN BROS HLDG 5.75% 5/17/2013 9.90 LEHMAN BROS HLDG 5.75% 1/3/2017 0.01 LEHMAN BROS HLDG 5.75% 3/27/2023 3.90 LEHMAN BROS HLDG 5.75% 10/15/2023 2.13 LEHMAN BROS HLDG 5.75% 10/21/2023 2.25 LEHMAN BROS HLDG 5.75% 11/12/2023 2.10 LEHMAN BROS HLDG 5.75% 11/25/2023 1.10 LEHMAN BROS HLDG 5.75% 12/16/2028 4.35 LEHMAN BROS HLDG 5.75% 12/23/2028 1.67 LEHMAN BROS HLDG 5.75% 8/24/2029 6.00 LEHMAN BROS HLDG 5.75% 9/14/2029 5.06 LEHMAN BROS HLDG 5.75% 10/12/2029 5.00 LEHMAN BROS HLDG 5.75% 3/29/2030 7.20 LEHMAN BROS HLDG 5.80% 9/3/2020 3.00 LEHMAN BROS HLDG 5.80% 10/25/2030 2.50 LEHMAN BROS HLDG 5.85% 11/8/2030 3.58 LEHMAN BROS HLDG 5.88% 11/15/2017 11.00 LEHMAN BROS HLDG 5.90% 5/4/2029 2.89 LEHMAN BROS HLDG 5.90% 2/7/2031 2.38 LEHMAN BROS HLDG 5.95% 12/20/2030 2.29 LEHMAN BROS HLDG 6.00% 7/19/2012 10.00 LEHMAN BROS HLDG 6.00% 1/22/2020 2.00 LEHMAN BROS HLDG 6.00% 2/12/2020 2.16 LEHMAN BROS HLDG 6.00% 1/29/2021 4.00 LEHMAN BROS HLDG 6.00% 10/23/2028 5.00 LEHMAN BROS HLDG 6.00% 11/18/2028 6.75 LEHMAN BROS HLDG 6.00% 5/11/2029 3.18 LEHMAN BROS HLDG 6.00% 7/20/2029 2.93 LEHMAN BROS HLDG 6.00% 4/30/2034 3.26 LEHMAN BROS HLDG 6.00% 7/30/2034 2.30 LEHMAN BROS HLDG 6.00% 2/21/2036 6.00 LEHMAN BROS HLDG 6.00% 2/24/2036 6.75 LEHMAN BROS HLDG 6.00% 2/12/2037 4.00 LEHMAN BROS HLDG 6.05% 6/29/2029 1.12 LEHMAN BROS HLDG 6.10% 8/12/2023 3.00 LEHMAN BROS HLDG 6.15% 4/11/2031 3.43 LEHMAN BROS HLDG 6.20% 9/26/2014 6.00 LEHMAN BROS HLDG 6.20% 6/15/2027 4.25 LEHMAN BROS HLDG 6.20% 5/25/2029 6.75 LEHMAN BROS HLDG 6.25% 2/5/2021 6.00 LEHMAN BROS HLDG 6.25% 2/22/2023 6.00 LEHMAN BROS HLDG 6.30% 3/27/2037 1.10 LEHMAN BROS HLDG 6.40% 10/11/2022 3.00 LEHMAN BROS HLDG 6.40% 12/19/2036 9.75 LEHMAN BROS HLDG 6.50% 2/28/2023 5.00 LEHMAN BROS HLDG 6.50% 3/6/2023 4.60 LEHMAN BROS HLDG 6.50% 9/20/2027 4.00 LEHMAN BROS HLDG 6.50% 10/18/2027 3.00 LEHMAN BROS HLDG 6.50% 10/25/2027 3.66 LEHMAN BROS HLDG 6.50% 11/15/2032 7.06 LEHMAN BROS HLDG 6.50% 1/17/2033 2.89 LEHMAN BROS HLDG 6.50% 12/22/2036 6.00 LEHMAN BROS HLDG 6.50% 2/13/2037 2.00 LEHMAN BROS HLDG 6.50% 6/21/2037 5.05 LEHMAN BROS HLDG 6.50% 7/13/2037 3.00 LEHMAN BROS HLDG 6.60% 10/3/2022 5.50 LEHMAN BROS HLDG 6.60% 6/18/2027 6.00 LEHMAN BROS HLDG 6.63% 1/18/2012 11.00 LEHMAN BROS HLDG 6.63% 7/27/2027 3.50 LEHMAN BROS HLDG 6.75% 7/1/2022 2.49 LEHMAN BROS HLDG 6.75% 11/22/2027 5.10 LEHMAN BROS HLDG 6.75% 3/11/2033 2.00 LEHMAN BROS HLDG 6.75% 10/26/2037 7.00 LEHMAN BROS HLDG 6.80% 9/7/2032 3.00 LEHMAN BROS HLDG 6.85% 8/16/2032 2.24 LEHMAN BROS HLDG 6.85% 8/23/2032 1.90 LEHMAN BROS HLDG 6.88% 5/2/2018 12.31 LEHMAN BROS HLDG 6.88% 7/17/2037 0.23 LEHMAN BROS HLDG 6.90% 9/1/2032 3.00 LEHMAN BROS HLDG 7.00% 5/12/2023 2.10 LEHMAN BROS HLDG 7.00% 9/27/2027 10.75 LEHMAN BROS HLDG 7.00% 10/4/2032 3.00 LEHMAN BROS HLDG 7.00% 7/27/2037 4.00 LEHMAN BROS HLDG 7.00% 9/28/2037 5.50 LEHMAN BROS HLDG 7.00% 11/16/2037 4.76 LEHMAN BROS HLDG 7.00% 12/28/2037 3.00 LEHMAN BROS HLDG 7.00% 1/31/2038 5.00 LEHMAN BROS HLDG 7.00% 2/1/2038 3.56 LEHMAN BROS HLDG 7.00% 2/7/2038 3.55 LEHMAN BROS HLDG 7.00% 2/8/2038 5.05 LEHMAN BROS HLDG 7.00% 4/22/2038 4.60 LEHMAN BROS HLDG 7.05% 2/27/2038 9.00 LEHMAN BROS HLDG 7.25% 2/27/2038 3.00 LEHMAN BROS HLDG 7.25% 4/29/2038 2.87 LEHMAN BROS HLDG 7.35% 5/6/2038 4.75 LEHMAN BROS HLDG 7.73% 10/15/2023 4.00 LEHMAN BROS HLDG 7.88% 11/1/2009 11.00 LEHMAN BROS HLDG 7.88% 8/15/2010 9.63 LEHMAN BROS HLDG 8.00% 3/17/2023 8.63 LEHMAN BROS HLDG 8.05% 1/15/2019 7.70 LEHMAN BROS HLDG 8.50% 8/1/2015 11.00 LEHMAN BROS HLDG 8.50% 6/15/2022 5.25 LEHMAN BROS HLDG 8.75% 12/21/2021 1.12 LEHMAN BROS HLDG 8.75% 2/6/2023 4.00 LEHMAN BROS HLDG 8.80% 3/1/2015 10.00 LEHMAN BROS HLDG 8.92% 2/16/2017 7.00 LEHMAN BROS HLDG 9.50% 12/28/2022 4.50 LEHMAN BROS HLDG 9.50% 1/30/2023 4.50 LEHMAN BROS HLDG 9.50% 2/27/2023 4.50 LEHMAN BROS HLDG 10.00% 3/13/2023 4.00 LEHMAN BROS HLDG 10.38% 5/24/2024 2.10 LEHMAN BROS HLDG 11.00% 10/25/2017 7.13 LEHMAN BROS HLDG 11.00% 6/22/2022 4.15 LEHMAN BROS HLDG 11.00% 3/17/2028 9.70 LEHMAN BROS HLDG 11.50% 9/26/2022 4.75 LEHMAN BROS HLDG 12.12% 9/11/2009 8.63 LEHMAN BROS HLDG 18.00% 7/14/2023 7.13 LEHMAN BROS INC 7.50% 8/1/2026 1.00 LEVEL 3 COMM INC 6.00% 3/15/2010 80.10 LITHIA MOTORS 2.88% 5/1/2014 83.50 LOCAL INSIGHT 11.00% 12/1/2017 25.00 MAGMA DESIGN 2.00% 5/15/2010 57.75 MAGNA ENTERTAINM 7.25% 12/15/2009 31.50 MAGNA ENTERTAINM 8.55% 6/15/2010 40.13 MAJESTIC STAR 9.50% 10/15/2010 30.00 MAJESTIC STAR 9.75% 1/15/2011 1.15 MASONITE CORP 11.00% 4/6/2015 8.50 MERISANT CO 9.50% 7/15/2013 5.90 MERISANT CO 9.50% 7/15/2013 13.50 MERIX CORP 4.00% 5/15/2013 25.25 MERRILL LYNCH 12.00% 3/26/2010 19.90 METALDYNE CORP 10.00% 11/1/2013 20.75 METALDYNE CORP 11.00% 6/15/2012 12.70 MGM MIRAGE 8.38% 2/1/2011 75.00 MILLENNIUM AMER 7.63% 11/15/2026 8.00 MOMENTIVE PERFOR 11.50% 12/1/2016 30.00 MORGAN STANLEY 3.88% 1/15/2009 100.00 MORRIS PUBLISH 7.00% 8/1/2013 8.00 MUZAK LLC 9.88% 3/15/2009 87.10 MUZAK LLC/FIN 10.00% 2/15/2009 78.00 NATL FINANCIAL 0.75% 2/1/2012 23.58 NAVISTAR FINL CP 4.75% 4/1/2009 88.00 NCI BLDG SYSTEMS 2.13% 11/15/2024 71.14 NEFF CORP 10.00% 6/1/2015 20.13 NELNET INC 5.13% 6/1/2010 60.00 NELNET INC 7.40% 9/29/2036 10.00 NETWORK COMMUNIC 10.75% 12/1/2013 27.01 NEW PAGE CORP 10.00% 5/1/2012 47.75 NEW PLAN EXCEL 4.50% 2/1/2011 39.00 NEW PLAN EXCEL 5.13% 9/15/2012 34.00 NEW PLAN EXCEL 7.40% 9/15/2009 30.00 NEW PLAN EXCEL 7.50% 7/30/2029 8.00 NEW PLAN REALTY 6.90% 2/15/2028 9.73 NEW PLAN REALTY 7.65% 11/2/2026 12.00 NEW PLAN REALTY 7.68% 11/2/2026 6.00 NEW PLAN REALTY 7.97% 8/14/2026 7.50 NEWARK GROUP INC 9.75% 3/15/2014 15.00 NEWPAGE CORP 10.00% 5/1/2012 48.00 NEWPAGE CORP 12.00% 5/1/2013 30.00 NORTEK INC 8.50% 9/1/2014 30.00 NORTH ATL TRADNG 9.25% 3/1/2012 33.87 NORTHERN TEL CAP 7.88% 6/15/2026 12.45 NTK HOLDINGS INC 0.00% 3/1/2014 21.38 NUVEEN INVEST 5.00% 9/15/2010 59.63 NUVEEN INVESTM 10.50% 11/15/2015 27.75 OLIN CORP 6.75% 6/15/2016 9.75 OLIN CORP 9.13% 12/15/2011 25.88 OSCIENT PHARM 3.50% 4/15/2011 9.25 OSI RESTAURANT 10.00% 6/15/2015 28.63 OSI RESTAURANT 10.00% 6/15/2015 15.50 PALM HARBOR 3.25% 5/15/2024 35.00 PANOLAM INDUSTRI 10.75% 10/1/2013 40.00 PARK PLACE ENT 7.50% 9/1/2009 60.25 PARK PLACE ENT 7.88% 3/15/2010 67.50 PARK PLACE ENT 8.13% 5/15/2011 50.00 PARK PLACE ENT 8.13% 5/15/2011 50.50 PILGRIM'S PRIDE 8.38% 5/1/2017 9.00 PILGRIMS PRIDE 9.25% 11/15/2013 6.00 PINNACLE AIRLINE 3.25% 2/15/2025 74.50 PLIANT CORP 11.13% 9/1/2009 15.00 PLY GEM INDS 9.00% 2/15/2012 17.00 POPE & TALBOT 8.38% 6/1/2013 1.00 POWERWAVE TECH 1.88% 11/15/2024 20.50 POWERWAVE TECH 3.88% 10/1/2027 19.18 PREGIS CORP 12.38% 10/15/2013 40.50 PREM ASSET 04-04 4.13% 3/12/2009 94.50 PRIMUS TELECOM 3.75% 9/15/2010 4.00 PRIMUS TELECOM 8.00% 1/15/2014 6.00 PRIMUS TELECOM 12.75% 10/15/2009 2.00 PRIMUS TELECOMM 14.25% 5/20/2011 15.50 PROLOGIS 7.88% 5/15/2009 57.00 PROPEX FABRICS 10.00% 12/1/2012 0.75 PROVIDENCE SERV 6.50% 5/15/2014 17.50 QUALITY DISTRIBU 9.00% 11/15/2010 33.00 QUANTUM CORP 4.38% 8/1/2010 37.50 RADIAN GROUP 7.75% 6/1/2011 45.38 RADIAN GROUP 7.75% 6/1/2011 52.00 RADIO ONE INC 6.38% 2/15/2013 35.25 RADIO ONE INC 8.88% 7/1/2011 50.00 RAFAELLA APPAREL 11.25% 6/15/2011 44.38 RAIT FINANCIAL 6.88% 4/15/2027 34.66 RATHGIBSON INC 11.25% 2/15/2014 22.25 RAYOVAC CORP 8.50% 10/1/2013 8.70 READER'S DIGEST 9.00% 2/15/2017 9.00 REAL MEX RESTAUR 10.00% 4/1/2010 75.50 REALOGY CORP 10.50% 4/15/2014 33.63 REALOGY CORP 10.50% 4/15/2014 24.00 REALOGY CORP 12.38% 4/15/2015 14.25 REALOGY CORP 12.38% 4/15/2015 16.88 REEBOK INTL LTD 2.00% 5/1/2024 67.00 RESIDENTIAL CAP 8.00% 2/22/2011 48.00 RESIDENTIAL CAP 8.38% 6/30/2010 50.25 RESIDENTIAL CAP 8.50% 6/1/2012 14.50 RESIDENTIAL CAP 8.50% 4/17/2013 14.00 RESIDENTIAL CAP 8.88% 6/30/2015 8.04 RESIDENTIAL CAP 8.38% 6/30/2010 52.00 RESIDENTIAL CAP 8.50% 5/15/2010 70.00 REXNORD CORP 10.13% 12/15/2012 11.50 RH DONNELLEY 6.88% 1/15/2013 20.50 RH DONNELLEY 6.88% 1/15/2013 17.00 RH DONNELLEY 6.88% 1/15/2013 16.25 RH DONNELLEY 8.88% 1/15/2016 17.94 RH DONNELLEY 8.88% 10/15/2017 18.50 RH DONNELLEY INC 11.75% 5/15/2015 31.90 RITE AID CORP 6.88% 8/15/2013 30.00 RITE AID CORP 7.70% 2/15/2027 19.00 RITE AID CORP 8.13% 5/1/2010 90.00 RITE AID CORP 9.25% 6/1/2013 32.13 RJ TOWER CORP 12.00% 6/1/2013 2.50 ROTECH HEALTHCA 9.50% 4/1/2012 21.00 ROUSE COMPANY 3.63% 3/15/2009 47.75 ROUSE COMPANY 7.20% 9/15/2012 40.94 ROUSE COMPANY 8.00% 4/30/2009 42.50 SABRE HOLDINGS 8.35% 3/15/2016 25.00 SABRE HOLDINGS 7.35% 8/1/2011 38.00 SCOTIA PAC CO 7.11% 1/20/2014 28.50 SEITEL INC 9.75% 2/15/2014 37.25 SERVICEMASTER CO 7.10% 3/1/2018 22.25 SERVICEMASTER CO 7.25% 3/1/2038 19.00 SIMMONS CO 7.88% 1/15/2014 27.75 SINCLAIR BROAD 3.00% 5/15/2027 59.55 SIRIUS SATELLITE 2.50% 2/15/2009 80.50 SIRIUS SATELLITE 2.50% 2/15/2009 81.13 SIRIUS SATELLITE 3.25% 10/15/2011 18.68 SIRIUS SATELLITE 9.63% 8/1/2013 25.50 SIX FLAGS INC 4.50% 5/15/2015 9.00 SIX FLAGS INC 8.88% 2/1/2010 30.00 SIX FLAGS INC 9.63% 6/1/2014 21.50 SIX FLAGS INC 9.63% 6/1/2014 15.50 SIX FLAGS INC 9.75% 4/15/2013 19.00 SMURFIT-STONE 8.00% 3/15/2017 18.00 SONIC AUTOMOTIVE 5.25% 5/7/2009 95.50 SPACEHAB INC 5.50% 10/15/2010 58.20 SPANSION LLC 2.25% 6/15/2016 6.19 SPANSION LLC 11.25% 1/15/2016 6.25 SPECTRUM BRANDS 7.38% 2/1/2015 20.00 SPHERIS INC 11.00% 12/15/2012 30.50 STALLION OILFIEL 9.75% 2/1/2015 25.25 STANLEY-MARTIN 9.75% 8/15/2015 28.00 STATION CASINOS 6.00% 4/1/2012 23.00 STATION CASINOS 6.50% 2/1/2014 7.85 STATION CASINOS 6.63% 3/15/2018 7.75 STATION CASINOS 6.88% 3/1/2016 6.00 STATION CASINOS 7.75% 8/15/2016 22.00 STONE CONTAINER 8.38% 7/1/2012 18.31 SUNGARD DATA SYS 3.75% 1/15/2009 99.25 SWIFT TRANS CO 12.50% 5/15/2017 12.38 TEKNI-PLEX INC 12.75% 6/15/2010 73.25 TERPHANE HLDING 12.50% 6/15/2009 79.75 TERPHANE HLDING 12.50% 6/15/2009 79.75 THORNBURG MTG 8.00% 5/15/2013 20.00 TIMES MIRROR CO 6.61% 9/15/2027 1.50 TIMES MIRROR CO 7.25% 3/1/2013 2.39 TIMES MIRROR CO 7.25% 11/15/2096 2.00 TIMES MIRROR CO 7.50% 7/1/2023 1.50 TOUSA INC 9.00% 7/1/2010 8.00 TOUSA INC 9.00% 7/1/2010 2.00 TOYS R US 7.63% 8/1/2011 45.00 TOYS R US 7.88% 4/15/2013 43.00 TRANS-LUX CORP 8.25% 3/1/2012 35.00 TRANSMERIDIAN EX 12.00% 12/15/2010 35.50 TRAVELPORT LLC 11.88% 9/1/2016 32.50 TRIBUNE CO 4.88% 8/15/2010 5.60 TRIBUNE CO 5.25% 8/15/2015 4.75 TRIBUNE CO 5.67% 12/8/2008 1.50 TRONOX WORLDWIDE 9.50% 12/1/2012 10.50 TRUE TEMPER 8.38% 9/15/2011 32.00 TRUMP ENTERTNMNT 8.50% 6/1/2015 14.80 UNISYS CORP 6.88% 3/15/2010 55.00 UNISYS CORP 8.00% 10/15/2012 33.00 UNISYS CORP 8.50% 10/15/2015 33.00 UNISYS CORP 12.50% 1/15/2016 37.63 UNITED MERCH&MFG 3.50% 3/31/2022 1.00 UNIV CITY DEVEL 11.75% 4/1/2010 70.00 UNO RESTAURANT 10.00% 2/15/2011 45.38 US LEASING INTL 6.00% 9/6/2011 25.00 USAUTOS TRUST 5.10% 3/3/2011 16.00 USFREIGHTWAYS 8.50% 4/15/2010 62.00 VALASSIS COMM 6.63% 1/15/2009 99.00 VALASSIS COMM 8.25% 3/1/2015 28.00 VALASSIS COMM 8.25% 3/1/2015 27.75 VERASUN ENERGY 9.38% 6/1/2017 9.06 VERSO PAPER 11.38% 8/1/2016 32.50 VESTA INSUR GRP 8.75% 7/15/2025 1.00 VIANT HOLDINGS 10.13% 7/15/2017 30.13 VIANT HOLDINGS 10.13% 7/15/2017 30.13 VIRGIN RIVER CAS 9.00% 1/15/2012 47.88 VISTEON CORP 7.00% 3/10/2014 13.00 VISTEON CORP 8.25% 8/1/2010 32.25 VITESSE SEMICOND 1.50% 10/1/2024 51.50 WASH MUT BANK NV 5.55% 6/16/2010 27.00 WASH MUTUAL INC 4.20% 1/15/2010 70.00 WASH MUTUAL INC 8.25% 4/1/2010 32.00 WCI COMMUNITIES 4.00% 8/5/2023 8.13 WCI COMMUNITIES 6.63% 3/15/2015 9.00 WCI COMMUNITIES 7.88% 10/1/2013 6.31 WDAC SUBSIDIARY 8.38% 12/1/2014 31.63 WELLS FARGO CO 3.55% 5/1/2009 90.00 WILLIAM LYON 7.50% 2/15/2014 20.00 WILLIAM LYON 7.63% 12/15/2012 27.25 WILLIAM LYON 7.63% 12/15/2012 9.93 WILLIAM LYON 10.75% 4/1/2013 23.00 WIMAR OP LLC/FIN 9.63% 12/15/2014 1.00 WOLVERINE TUBE 10.50% 4/1/2009 80.05 XM SATELLITE 10.00% 12/1/2009 38.25 XM SATELLITE 10.00% 12/31/2009 38.13 XM SATELLITE 13.00% 8/1/2013 24.75 YOUNG BROADCSTNG 8.75% 1/15/2014 2.08 YOUNG BROADCSTNG 10.00% 3/1/2011 0.50 ********* 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. The Sunday TCR delivers securitization rating news from the week then-ending. 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 2009. 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. *** End of Transmission ***