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 ***