TCR_Public/090113.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, January 13, 2009, Vol. 13, No. 12

                            Headlines


3955 E. CHARLESTON: Case Summary & 12 Largest Unsecured Creditors
3955 E. CHARLESTON: Meeting to Form Committee on Jan. 16
7245 LITTLE: Voluntary Chapter 11 Case Summary
8440 WESTPARK: Voluntary Chapter 11 Case Summary
A&M FLORIDA: Case Summary & 20 Largest Unsecured Creditors

ACCESS LITIGATION: Case Summary & 20 Largest Unsecured Creditors
ADULT ENTERTAINMENT: Merges With Unit; Now Known As Zealous Inc.
AFP IMAGING: Posts $3.3 Mil. Net Loss in Quarter Ended Sept. 30
AGAINST ALL ODDS: Meeting to Form Committee on Jan. 21
ALITALIA SPA: Air France Pays $432MM for Stake; CAI Takes Over

ALLEN SYSTEMS: Pact Compliance Concerns Cue S&P's Junk Ratings
AMERICAN MEDIA: Inks Forbearance Pact with 2009, 2011 Noteholders
AMERICAN MEDIA: Moves $570MM Bonds Exchange Deadline to Jan. 26
AMERIWEST ENERGY: Posts $1.4MM Net Loss in Quarter Ended Sept. 30
ANTIOCH COMPANY: Court Confirms Prepackaged Reorganization Plan

APEX SILVER: Cuts Deal with Note Holders; To File Bankruptcy
ARBIOS SYSTEMS: Files for Chapter 11, to Seek Bids for Assets
ARMADA SINGAPORE: Sees US$375 Mil. Loss on Forward Freight Deals
ATA AIRLINES: Airbase Seeks to Foreclose on Aircraft Lien
ATA AIRLINES: Disclosure Statement Hearing Monday

ATA AIRLINES: Settles Dispute with Goodyear on Tire Deliveries
ATA AIRLINES: To Sell Aircraft Inventory to DSC for $94,800
AVENUE CLO: S&P Affirms 'BB' Rating on $15.5 Mil. Class D Notes
AVENUE CLO: S&P Affirms Rating on Class E Notes at 'BB'
AVEROX INC: Posts $116,168 Net Loss in Quarter Ended Sept. 30

BEAR STEARNS: S&P Affirms Low-B Ratings on Two Classes of Notes
BERNARD L. MADOFF: $160MM Assets Moved to British Unit
BLIND SPOT: Case Summary & 20 Largest Unsecured Creditors
BLUE WATER BAY: Case Summary & 20 Largest Unsecured Creditors
BROADSTRIPE LLC: Organizational Meeting to Form Panel on Jan. 14

BRODER BROS: Weakening U.S. Economy Cues Reduction of 140 Workers
CAROL NORRA: Voluntary Chapter 11 Case Summary
CHARYS HOLDING: To Send Plan to Creditors for Voting
CHRYSLER LLC: Balks at Getrag Tipton Project Claims Protocol
CHRYSLER LLC: Union Wants Gov't to Name "Car Czar"

CIRCUIT CITY: Gets Green Light to Auction Off Assets Today
CIRCUIT CITY: InterTAN Unit Expects Bids for Assets by Monthend
CITIGROUP INC: Supports Changes to Mortgage Terms in Bankruptcy
CONSTAR INTL: Organizational Meeting to Form Panel on Jan. 14
CORPUS CHRISTI: Case Summary & 20 Largest Unsecured Creditors

CSC HOLDINGS: S&P Affirms 'BB ' Rating on $844 Mil. Senior Notes
DALI ANN: Case Summary & 20 Largest Unsecured Creditors
DAMARK INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors
DEER CREST: Case Summary & 20 Largest Unsecured Creditors
DOLLAR THRIFTY: Gives Year-End Update, Sees $210MM Excess Cash

DRIFTWOOD VENTURES: Posts $4.2MM Net Loss in Qtr. Ended Sept. 30
EARLY CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
EARTH SEARCH: Sept. 30 Balance Sheet Upside Down by $17.5 Million
ENTHEOS TECHNOLOGIES: Posts $111,797 Loss in 3rdQ of 2008
EPICEPT CORP: Shelves Drug Discovery Operations & Cuts Workforce

FELDMAN LUBERT: Involuntary Chapter 11 Case Summary
FIRSTFED FINANCIAL: Offers to Buy Back Notes for 1/3 of Value
FIRSTFLIGHT INC: Posts $920,000 Net Loss in Qrtr. Ended Sept. 30
FLYING J: Watchdog Seeks Probe on Shell's Attempt to Close Plant
FOOTSTAR INC: Kmart Agreement Expires; Names Board Chair as CEO

FORD MOTOR: May Seek Bailout if Sales Dive Below Projections
FREIDMAN'S INC: Below 30% Recovery Seen for Unsecured Claims
GENERAL MOTORS: Viability Not 100% Certain, Says CEO
GETRAG TRANSMISSION: Chrysler Opposes Tipton Plant Claims Protocol
GRAY MAGEE: Case Summary & 6 Largest Unsecured Creditors

GETRAG TRANSMISSION: Files Schedules of Assets and Liabilities
HAWAIIAN TELCOM: Noteholders Oppose Financial Advisors
HEARST CORP: Will Sell or Close The Seattle Post-Intelligencer
INTERLAKE MATERIAL: Meeting to Form Committee on Jan. 15
INTERLAKE MATERIAL: Seeks OK of Sale to Mecalux, Other Bidder

INTERSTATE BAKERIES: Admits Difficulty in Securing Exit Financing
INTERSTATE BAKERIES: Can Hire Kasowitz as Conflicts Counsel
INTERTAN CANADA: Expects Bids for Assets by Month's End
IVIVI TECHNOLOGIES: Posts $2.1MM Net Loss in Qtr. Ended Sept. 30
JED OIL: Closes Asset Sale; To File 3rd Quarter Report on Feb. 17

JUSTICE RESOURCE: Moody's Withdraws 'Ba1' Rating on 1998 Bonds
KAMIAKIN VILLAGE: Case Summary & 7 Largest Unsecured Creditors
KB HOME: Posts $307.3M Loss in 4thQ; Loss Exceeds Estimates
KUM SOO: Case Summary & 20 Largest Unsecured Creditors
LEHMAN BROS: Colorado Commissioner Sues Reserve Fund for Fraud

LEHMAN BROTHERS: BNC and Luxembourg Unit File for Chapter 11
LEHMAN BROTHERS: Cuts Deal to Exit From $370-Mil. Kapalua Loan
LEHMAN BROTHERS: Reinet May Bid for Merchant Banking Unit
LEHMAN BROTHERS: Inks Deal with Sumitomo on Loan Transfer
LEHMAN BROTHERS: Investors Bring Suit on Natural Gas 2008A Bonds

LEHMAN BROTHERS: Investors Sue JA Solar Over Lehman Losses
LENNAR CORP: Barry Minkow Questions "Off-Balance-Sheet" Debt
LESLIE BROS.: Voluntary Chapter 11 Case Summary
LEXINGTON PRECISION: September Balance Sheet Upside-Down by $42MM
LOUIS KNICKERBOCKER: Case Summary & 20 Largest Unsec. Creditors

LUMINENT MORTGAGE: Delays 3rdQ Report, Busy with Ch. 11 Process
LYONDELL CHEMICAL: Seeks Feb. 20 Extension of Schedules Filing
LYONDELL CHEMICAL: Seeks to Pay $350MM in Foreign Vendor Claims
MAINSTREAM MEDIA: Case Summary & 20 Largest Unsecured Creditors
MAJESTIC STAR: Sept. 30 Balance Sheet Upside Down by $236.9MM

MAPCO EXPRESS: S&P Raises Corporate Credit Rating to 'B'
MERISANT WORLDWIDE: Chapter 11 Filing Cues Moody's 'D' Rating
MARSHALL HOLDINGS: Sept. 30 Balance Sheet Upside Down by $2MM
MCCLATCHY CO: Citisquare Moves Miami Sale Closing to June 30
MERISANT WORLDWIDE: Gets $20,000,000 DIP Loan from Wayzata

MIDWEST FAMILY: S&P Downgrades Rating on Class III Bonds to 'BB+'
MOHAMMED HOSSAIN: Case Summary & 20 Largest Unsecured Creditors
MOHEGAN TRIBAL: Implements Salary Rollback, Won't Cut Jobs
NASHVILLE TOWING: Case Summary & 20 Largest Unsecured Creditors
NEW CENTURY COS: Sept. 30 Balance Sheet Upside Down by $3.6MM

N.N.N.S.S. INC: Case Summary & 20 Largest Unsecured Creditors
NORD RESOURCES: Adopts Amended and Restated Stock Incentive Plan
NORD RESOURCES: Closes 1st Qtr. Copper Hedging and Earns $1.5MM
OMX TIMBER: Moody's Junks Rating on Class A-2 Notes from 'B3'
PACIFIC ETHANOL: Halts Plant Operations Due to Unfavorable Market

PEPPERBALL TECH: Posts $269,000 Net Loss in Qtr. Ended Sept. 30
PERFORMANCE AUTOMOTIVE: Case Summ. & 20 Largest Unsec. Creditors
PILGRIM'S PRIDE: Food & Commercial Workers Union Joins Panel
PILGRIM'S PRIDE: Seeks to Reject 102 Contracts and Two Leases
PILGRIM'S PRIDE: Taps Ex-Officers to Provide Consulting Services

PILGRIM'S PRIDE: Wants Stay Lifted to Pursue PSA Appeal
POLLEX INC: Posts $15.8MM Net Loss for Quarter Ended Sept. 30
PRECISION DRILLING: S&P Affirms Corporate Credit Rating at 'BB'
PREMIER EXHIBITIONS: Sellers Cap. Won't Push Firm to Bankruptcy
PREMIER EXHIBITIONS: Urges Shareholders to Reject Sellers Bid

PRIMARY FUND: Faces Colorado Commissioner Suit for Lehman Losses
PROVISION HOLDING: Sept. 30 Balance Sheet Upside Down by $646,619
RADNET MANAGEMENT: Moody's Retains 'B2' Corporate Family Rating
RESERVE MANAGEMENT: Primary Fund Faces Suit for Lehman Losses
RICHARD HINES: Case Summary & 20 Largest Unsecured Creditors

ROYAL SITE: Voluntary Chapter 11 Case Summary
SAMARITAN PHARMA: Sept. 30 Balance Sheet Upside Down by $474,482
MERISANT WORLDWIDE: Gets $20,000,000 DIP Loan from Wayzata
SCOTTISH ANNUITY: S&P Cuts Counterparty Credit Rating to 'CC'
SCOTTISH RE: S&P Downgrades Counterparty Credit Rating to 'CC'

SCOTTISH RE LIFE: S&P Downgrades Rating to 'CCC'
SCOTTISH RE (U.S.): S&P Downgrades Rating to 'CCC'
SEMGROUP LP: New Owner Catsimadis' Participation Chills Bidding
SHANE CO: Files for Bankruptcy, Starts Store Lease Rejections
SHANE CO: Case Summary & 20 Largest Unsecured Creditors

SOUTHEAST BANKING: Submits Plan and Disclosure Statement
SOUTHEAST BANKING: Disclosure Statement Hearing on February 9
STAR TRIBUNE: Labor Talks Collapse; Bankruptcy Filing Imminent
SUNRISE REAL ESTATE: Sept. 30 Balance Sheet Upside Down by $4.2MM
SUSAN LUNAN: Case Summary & 20 Largest Unsecured Creditors

TARRAGON CORP: Files for Chapter 11 Protection in New Jersey
TARRAGON CORP: Case Summary & 30 Largest Unsecured Creditors
TIDAL CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
TOM JONES INC: Files for Chapter 11 in Manhattan
TOXIN ALERT: Expects to File June 2008 Annual Report by Jan. 15

TRIAD RESOURCES: Case Summary & 30 Largest Unsecured Creditors
TRONOX INC: Files for Chapter 11 to Address Legacy Liabilities
TRONOX INC: To Get $125MM DIP Loan, Won't Disclose Fees to Lender
TRONOX INC: Case Summary & 30 Largest Unsecured Creditors
TROPICANA ENTERTAINMENT: Offers 2% Return to $1-Bil. Noteholders

UCI HOLDCO: Moody's Affirms Corporate Family Rating at 'B3'
UNIVISION COMMUNICATIONS: Fitch Reports Jury Trial in Los Angeles
UNIVERSITY OF NORTH TEXAS: Moody's Assigns "Aa3" on $39.4M Bonds
UNO'S RESTAURANT: Moody's Drops 3 'Ca' Ratings for Biz. Reasons
VIP SELF: Case Summary & 20 Largest Unsecured Creditors

WELLMAN INC: Wins Confirmation of Reorganization Plan
WILSON MFG.: Case Summary & 20 Largest Unsecured Creditors
WIRELESS AGE: Subsidiaries Forced Into Receivership by SaskTel
WORLDSPACE INC: Unable to File 10-Q due to Chapter 11 Filing
YRC WORLDWIDE: Fitch Junks Ratings on Weakness in Freight Market

YRC WORLDWIDE: Compensation Committee OKs Exec. Severance Deal

* Consumer Groups Welcome Citi's Move to Support Mortgage Changes
* Hedge Funds Lost 18.3% in 2008, According to HFR
* Treasury Faces Criticism From Congressional Panel on TARP

* Zirinsky Leaves Cadwalader to Join Greenberg, Says TheLawyer

* Large Companies with Insolvent Balance Sheets


                            *********

3955 E. CHARLESTON: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: 3955 E. Charleston Blvd., LLC
        200 Wrenn Drive
        Cary, NC 27511

Bankruptcy Case No.: 09-10027

Chapter 11 Petition Date: January 5, 2009

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Kevin Gross

Debtor's Counsel: Mary E. Augustine, Esq.
                  Ciardi Ciardi & Astin, P.C.
                  919 N. Market Street, Suite 700
                  Wilmington, DE 19801
                  Tel: (302) 658-1100
                  Fax: (302) 658-1300
                  Email: maugustine@ciardilaw.com

Estimated Assets: $10,000,0001 to $50,000,000

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

Debtor's 12 largest unsecured creditors are:

   Entity                   Nature of Claim     Amount of Claim
   ------                   ---------------     ---------------
CTI Property Services       Trade debt                $4,905.60
5916B Triangle Drive
Raleigh, NC 27617

Allied Waste                Trade debt                $2,825.90
PO Box 9001099
Louisville, KY 40290

Home Depot Supply           Trade debt                $1,876.22
PO Box 509058
San Diego, CA 92150

Sears Commercial One        Trade debt                $1,758.04
PO Box 630859
Irving, TX 75063

M&E Lawncare                Trade debt                $1,520.00
PO Box 712
Creedmoor, NC 27522

Home Depot Credit Dept.     Trade debt                  $928.90
PO Box 6029
The Lakes, NV 88901

Lazza Service               Trade debt                  $850.00
PO Box 40296
Raleigh, NC 27629

A-Plus Refinishing          Trade debt                  $848.00
PO Box 41268
Raleigh, NC 27629

News & Observer             Trade debt                  $744.00
PO Box 2222
Raleigh, NC 27602

Hometeam Pest               Trade debt                  $407.05
113 Chapell Hill Rd.
Raleigh, NC 27607

News & Observer             Trade debt                  $399.00
PO Box 2885
Raleigh, NC 27602

D&L                         Trade debt                  $317.66
2324 Atlantic Ave.
Raleigh, NC 27604

The petition was signed by Ernest Suber, Sr., sole member of the
Debtor.


3955 E. CHARLESTON: Meeting to Form Committee on Jan. 16
--------------------------------------------------------
Roberta A. DeAngelis, the acting United States Trustee for
Region 3, will hold an organizational meeting in the Chapter 11
cases of 3955 E. Charleston Blvd., LLC, on January 16, 2009 at
1:30 p.m. at J. Caleb Boggs Federal Building, 844 King Street,
Room 2112, in Wilmington, Delaware.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting,
and provide background information regarding the bankruptcy
cases.


7245 LITTLE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: 7245 Little Belle Ct., LLC
        486 West 50 North
        American Fork, UT 84003

Bankruptcy Case No.: 09-20028

Chapter 11 Petition Date: January 5, 2009

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Debtor's Counsel: Douglas J. Shumway, Esq.
                  29 North 470 West
                  American Fork, UT 84003
                  Tel.: (702) 478-7770

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

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

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

The petition was signed by Jared Lucero, President of Private
Capital Group.


8440 WESTPARK: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: 8440 Westpark, LLC
        8440 Westpark Drive
        Houston, TX 77063

Bankruptcy Case No.: 09-30131

Debtor-affiliates filing separate Chapter 11 petitions:

   Entity                     Case No.
   ------                     --------
Douglas R. Johnson            08-36584

Chapter 11 Petition Date: January 5, 2009

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Craig Harwyn Cavalier, Esq.
                  Attorney at Law
                  3355 West Alabama, Ste. 1160
                  Houston, TX 77098
                  Tel.: (713) 621-4720
                  Fax : (713) 621-4779
                  Email: ccavalier@cavalierlaw.com

Estimated Assets: $500,001 to $1,000,000

Estimated Debts: $500,001 to $1,000,000

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

The petition was signed by Douglas R. Johnson, president of the
company.


A&M FLORIDA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: A&M Florida Properties II, LLC
        GFI Management Systems, Inc.
        50 Broadway
        Fourth Floor
        New York, NY 10004

Bankruptcy Case No.: 08-15173

Type of Business: Single Asset Real Estate

Chapter 11 Petition Date: December 29, 2008

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: Kevin J. Nash, Esq.
                  Finkel Goldstein Rosenbloom Nash, LLP
                  26 Broadway
                  Suite 711
                  New York, NY 10004
                  Tel: (212) 344-2929
                  Fax: (212) 422-6836
                  Email: FinkGold@aol.com

Estimated Assets: $0 to $50,000

Estimated Debts: $500,001 to $1,000,000

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/nysb08-15173.pdf

The petition was signed by David Arnow, chief operating officer of
the company.


ACCESS LITIGATION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Access Litigation Support Services, LLC
        4100 Monument Corner Drive
        Suite 540
        Fairfax, VA 22030-8610

Bankruptcy Case No.: 08-18138

Chapter 11 Petition Date: December 30, 2008

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Linda Dianne Regenhardt, Esq.
                  Gary & Regenhardt PLLC
                  8500 Leesburg Pike, Suite 7000
                  Vienna, VA 22182-2409
                  Tel: (703) 848-2828
                  Fax: (703) 893-9276
                  Email: lregenhardt@garyreg.com

Estimated Assets: $500,001 to $1,000,000

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

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/vaeb08-18138.pdf

The petition was signed by John Pitale, manager of the company.


ADULT ENTERTAINMENT: Merges With Unit; Now Known As Zealous Inc.
----------------------------------------------------------------
On December 11, 2008, Adult Entertainment Capital, Inc. merged
with its wholly owned subsidiary, Zealous, Inc.  The company's
name has been changed to "Zealous, Inc." and the company's
articles of incorporation have been amended to reflect this name
change.

On December 2, 2008, the board of directors appointed James P.
Hughes as a member of the Board of Directors where he will serve
until the next annual meeting of the shareholders or until removed
by other actions as allowed by the corporate bylaws.

                       Going Concern Doubt

As of Sept. 30, 2008, the company's balance sheet showed total
assets of $5,317,617 and total liabilities of $10,806,075,
resulting in total stockholders' deficiency of $5,488,458.

For the three months ended Sept. 30, 2008, the company posted a
net loss of $2,950,060, compared with a net loss of $457,843 for
the same period a year earlier.

In a regulatory filing dated November 19, 2008, Chief Executive
Officer Milton C. Ault, III, and Chief Financial Officer William
Dully disclosed that at September 30, 2008, the company has not
yet achieved profitable operations, has insufficient working
capital to fund ongoing operations and expects to incur further
losses.  "These circumstances cast substantial doubt about the
company's ability to continue as a going concern.  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.  Management
believes that the company may be able to obtain additional funds
from debt and equity financing and related party advances; however
there is no assurance that additional financing will be
available."

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?37c8

                    About Adult Entertainment

Adult Entertainment Capital, Inc., now known as Zealous Inc., is
engaged in various financial services businesses including
investment banking, trading services, and asset management
services.


AFP IMAGING: Posts $3.3 Mil. Net Loss in Quarter Ended Sept. 30
---------------------------------------------------------------
AFP Imaging Corporation posted a net loss of $3,332,427 for the
three months ended September 30, 2008, compared with a net loss of
$713,511 for the same period a year earlier.

As of September 30, 2008, the company's balance sheet showed total
assets of $18,235,565, total liabilities of $16,563,981 and total
shareholders' equity of $1,671,584.

In regulatory filing dated November 19, 2008, David Vozick,
chairman of the board, co-chief executive officer, secretary,
treasurer, Donald Rabinovitch, president and co-chief executive
officer, and Elise Nissen, chief financial officer disclosed that
the company believes that its senior secured credit facility and
foreign lines of credit will not be sufficient to finance the
company's ongoing worldwide working capital requirements for the
next twelve months.

The company is currently in the process of seeking out additional
financing alternatives, including potential private equity sales
of its securities, or seeking out a domestic or foreign strategic
and financial partner to negotiate a transaction to best serve the
company's long-term goal and needs.  "There can be no assurance
that the company will be able to obtain any such financing upon
favorable terms to the company, or at all.  In the event that the
company is unable to secure sufficient financing to maintain its
operations, its business and financial condition would be
materially adversely affected.  These factors raise substantial
doubt about the company's ability to continue as a going concern."

"The company's working capital at September 30, 2008 decreased by
approximately $1.86 million from June 30, 2008.  This decrease is
principally due to a decrease in accounts receivable due to lower
sales in the current quarter. These lower sales are attributable
to the current worldwide economic liquidity crisis which has, in
turn, delayed the purchasing decisions for the company's high
technology products and reduced the ability for potential
customers to obtain financing for these products.  There was an
increase in the current portion of the outstanding debt due to the
acceleration and write-off of the balance of the imputed debt
discount related to the warrants issued to the Senior Secured
Lender of approximately $808,701, as the company has currently not
been able to successfully negotiate a waiver, a forbearance
agreement or renegotiate the debt.  The company also utilized a
significant portion of its cash to satisfy previously contracted
obligations."

"Operating cash flows were negatively impacted in the three months
ended September 30, 2008, principally due to the loss from
operations.  This loss is mainly attributable to lower sales in
this first quarter, increased worldwide marketing, sales and
administrative costs related to the support and distribution of
the company's high-tech products, the acceleration and write-off
the deferred financing costs and the write-off of the imputed debt
discount on the Term Note.  These factors caused the company to
utilize all of its cash resources.  The company requires advance
deposits from its customers on its high dollar valued equipment
prior to shipment.  The company has neither changed its payment
policies to its vendors nor revised its payment terms with its
customers; however, the company has had to delay payments to
vendors based on available cash resources, as the company does not
have any access to additional funds for working capital
requirements.  The company does not have the capacity to borrow on
either its senior secured debt in the United States or its lines
of credit in Europe."

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?37db

                        About AFP Imaging

AFP Imaging Corporation has been engaged in the business of
designing, developing, manufacturing and distributing equipment
for generating and capturing medical and dental diagnostic images.
The products utilize electronic and radiographic technologies, as
well as the chemical processing of photosensitive materials.  The
company is ISO 9001 certified.  Medical, dental, veterinary and
industrial professionals use these products.  The company's
products are sold and distributed to worldwide markets under
various brand names and trademarks through a network of
independent and unaffiliated dealers and independent sales
representatives.   The company has one business segment -- medical
and dental x-ray imaging.


AGAINST ALL ODDS: Meeting to Form Committee on Jan. 21
------------------------------------------------------
Roberta A. DeAngelis, the acting United States Trustee for
Region 3, will hold an organizational meeting in the Chapter 11
cases of Against All Odds USA, Inc., on January 21, 2009, at 10:30
a.m. at the United States Trustee's Office, One Newark Center,
14th Floor, Room 1401, in Newark, New Jersey.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting,
and provide background information regarding the bankruptcy
cases.

Moonachie, New Jersey-based Against All Odds USA Inc. --
http://www.aao-usa.com/-- operates more than 70 men's apparel
stores from New York to California.  It sells clothing and
accessories targeted at young men including lines by Southpole, G
Unit, Ecko Unlimited and Converse.  It was founded in 1995.

The Debtor filed for bankruptcy protection on January 5, 2009
(Bankr. D. N.J. Case No. 09-10117).  The Hon. Donald H. Steckroth
presides over the case.  Dwight E. Yellen, Esq., and Michael James
Sheppeard, Esq., at Ballon, Stoll, Bader & Nadler PC in
Hackensack, New Jersey (Tel: (201) 342-7808) represent the Debtor.
Against All Odds listed both assets and debts to be less than $50
million each. According to court documents, Against All Odds' 20
largest creditors without collateral backing their claims are owed
a total of $10.6 million.  Wicked Fashions is listed as the
largest unsecured creditor, holding a $3.9 million claim.


ALITALIA SPA: Air France Pays $432MM for Stake; CAI Takes Over
--------------------------------------------------------------
Bloomberg News reports Air France-KLM Group has agreed to pay
EUR323 million (US$432 million) for 25 percent of Alitalia SpA.
The Italian airline begins operating as a new company today,
January 13.

According to the report, Air France will take its stake by
subscribing to a capital increase and will get three seats out of
19 on Alitalia's board and two out of nine on the executive
committee.

The tie-up, which is expected to deliver EUR720 million in savings
and additional revenue over three years, includes a lock-in
commitment for Compagnia Aerea Italiana s.r.l. ("CAI") investors
to maintain their combined holding in Alitalia for four years, the
report relates.

From the fifth year, Bloomberg News says, existing shareholders
will have first right of refusal on any stock put up for sale, in
proportion to the number of shares they hold, and from the third
year, a stock-market listing would annul the pact.

Air France-KLM was advised by Lazard Ltd while Intesa Sanpaolo
advised Alitalia throughout its reorganization and search for
investors, Bloomberg News adds.

Meanwhile, Alitalia's bankruptcy administrator, Augusto Fantozzi,
expects to sell the carrier's cargo business by the end January,
Il Messaggero cited him as saying in an interview, according to
Bloomberg.

                         CAI Takeover

As reported in the Troubled Company Reporter-Europe on Dec. 16,
2008, CAI, an Italian investor consortium, formally took over
Alitalia's assets.

Bloomberg News says CAI's takeover of Alitalia was valued at
EUR1.05 billion, including EUR625 million of debt.

In a TCR-Europe on Dec. 15, 2008, Reuters disclosed that
Alitalia's smaller rival, Air One SpA, agreed to sell its
operations to CAI.  The purchase of Air One is part of CAI's
rescue plan for Alitalia.

                       About Alitalia

Based in Rome, Alitalia S.p.A. -- http://www.alitalia.it/--
provides air travel services for passengers and air transport of
cargo on national, international and inter-continental routes,
including United States, Canada, Japan and Argentina.  The Italian
government owns 49.9% of Alitalia.

As reported in the TCR-Europe on November 7, 2008, Alitalia S.p.A.
filed for Chapter 15 protection with the U.S. Bankruptcy Court in
the Southern District of New York.  Italy's national airline
experienced financial difficulties for a number of years caused,
in large measure, by a combination of competition from low-cost
air carriers, poor management and onerous union obligations,
according to papers filed with the court.

Despite a EUR1.4 billion state-backed restructuring in 1997,
Alitalia posted net losses of EUR256 million and EUR907 million in
2000 and 2001 respectively.  Alitalia posted EUR93 million in net
profits in 2002 after a EUR1.4 billion capital injection.  The
carrier booked annual net losses of EUR520 million in 2003,
EUR813 million in 2004, EUR168 million in 2005, EUR625.6 million
in 2006, and EUR494.64 million in 2007.

In the petition filed October 29, 2008, Prof. Augusto Fantozzi,
the appointed administrator, said the airline's financial
difficulties have been and exacerbated by spiraling fuel prices.

On Aug. 29, 2008, Alitalia declared insolvency and filed for
commencement of extraordinary administration procedure at the
Tribunal of Rome.  Italian Prime Minister Silvio Berlusconi
appointed Mr. Fantozzi as extraordinary commissioner.
Under the Bankruptcy Bill, the Administrator has supplanted the
directors and other management of Alitalia.


ALLEN SYSTEMS: Pact Compliance Concerns Cue S&P's Junk Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Naples, Florida-based Allen Systems
Group Inc. to 'CCC+' from 'B-'.  At the same time, S&P lowered the
rating on the company's $340 million senior secured credit
facility to 'CCC+' from 'B-'.  The ratings remain on CreditWatch
with developing implications, where S&P placed them on Oct. 3,
2008, which means that S&P could raise, lower, or affirm the
ratings following the completion of S&P's review.

Standard & Poor's originally placed the ratings on CreditWatch
following ASG's announcement that it would not be in compliance
with certain covenants in its secured credit facilities due to the
revised treatment of several refinanced operating leases as
capital leases, and the subsequent delay in issuing its compliance
documentation.

ASG continues to negotiate with its lenders to address its
noncompliance, and had previously agreed to pay down a portion of
its senior secured credit facility through a subordinated note
issuance, in exchange for a waiver of its December 2007 and March
2008 covenant violations.

The downgrade reflects ASG's lingering inability in the current
credit market to secure the financing necessary to fulfill the
terms of its waiver agreement, or to modify this requirement.

Standard & Poor's will monitor discussions between ASG and its
lenders.  "We would expect to raise the rating to somewhere within
the 'B' category, if ASG comes to some agreement with its lenders
waiving the requirement to raise capital or, though less likely
given current credit market conditions, satisfied the terms of its
amendment and waiver by raising subordinated notes," said Standard
& Poor's credit analyst Joseph Spence.

"Conversely, S&P could lower the ratings further if some
resolution, either a waiver or satisfaction of the amendment
terms, was not completed in the near term," he continued.


AMERICAN MEDIA: Inks Forbearance Pact with 2009, 2011 Noteholders
-----------------------------------------------------------------
American Media, Inc., said in a news statement that its subsidiary
American Media Operations, Inc., has entered into forbearance
agreements with eligible holders of:

   (1) approximately 81% of the outstanding aggregate principal
       amount of $400,000,000 aggregate principal amount of
       10-1/4% Series B Senior Subordinated Notes due 2009; and
       $14,544,000 aggregate principal amount of 10-1/4% Series
       B Senior Subordinated Notes due 2009; and

   (2) approximately 69% of the outstanding aggregate principal
       amount of $150,000,000 aggregate principal amount of
       8-7/8% Senior Subordinated Notes due 2011; and $5,454,000
       aggregate principal amount of 8-7/8% Senior Subordinated
       Notes due 2011.

The holders have agreed to forbear until the earliest of (i) 5:00
p.m., New York City time, on February 4, 2009, (ii) the date upon
which any of the Existing Notes become or are declared to be due
and payable, (iii) the commencement (voluntary or involuntary) of
an insolvency proceeding with respect to AMOI or any of its
subsidiaries and (iv) the date upon which the forbearance
agreement by the lenders holding more than a majority of the
borrowings under AMOI's credit facility expires, terminates or is
breached, from exercising any remedies under the indentures
governing the Existing Notes as a result of AMOI's (a) failure to
comply with the reporting requirements of the indentures governing
the Existing Notes, (b) deferred interest payments with respect to
the Existing Notes or (c) failure to comply with the requirements
of the indentures governing the Existing Notes relating to AMOI's
failure to meet a specified leverage ratio as of September 30,
2008.

Headquartered in Boca Raton, Florida, American Media, Inc., is a
publisher of celebrity journalism and health and fitness magazines
in the U.S., including Star, Shape, Men's Fitness, Fit Pregnancy,
Natural Health, and The National Enquirer.  In addition to print
properties, AMI owns Distribution Services, Inc., the country's
number one in-store magazine merchandising company.

American Media Operations disclosed in a Securities and Exchange
Commission filing that as of June 30, 2008, it balance sheet
showed $891.6 million in total assets, $1.29 billion in total
liabilities, resulting to $398.7 million in shareholders' deficit.
AMOI posted $388,000 in net profit on $118.8 million in net
revenues for quarter ended June 30, 2008, compared with $123,000
in net losses on $121.1 million in net revenues for quarter ended
June 30, 2007.  As of June 30, 2008, the company had cash and cash
equivalents of $19.6 million, $26.0 million outstanding on its
revolving credit facility, and a working capital deficit of $467.0
million.


AMERICAN MEDIA: Moves $570MM Bonds Exchange Deadline to Jan. 26
---------------------------------------------------------------
American Media, Inc.'s subsidiary American Media Operations, Inc.,
has extended the expiration date for and amended its previously
announced cash tender offers and related consent solicitations in
respect of an aggregate of approximately
$570 million of AMOI's outstanding senior subordinated notes,
consisting of:

   (1) $400,000,000 aggregate principal amount of 10-1/4%
       Series B Senior Subordinated Notes due 2009 (CUSIP
       No. 02744RAH0) and $14,544,000 aggregate principal
       amount of 10-1/4% Series B Senior Subordinated Notes
       due 2009 (CUSIP No. 02744RAM9); and

   (2) $150,000,000 aggregate principal amount of 8-7/8%
       Senior Subordinated Notes due 2011 (CUSIP No.
       02744RAK3) and $5,454,000 aggregate principal amount
       of 8-7/8% Senior Subordinated Notes due 2011 (CUSIP
       No. 02744RAP2).

The Tender Offers and Consent Solicitations, which were originally
scheduled to expire at 11:59 p.m., New York City time, on
September 25, 2008, and were previously extended until 11:59 p.m.,
New York City time, on January 15, 2009, are being further
extended until 11:59 p.m., New York City time, on January 26,
2009, unless further extended.

In addition, AMOI has amended the terms of the Tender Offers and
Consent Solicitations, as provided in the Amended Offer to
Purchase and Consent Solicitation Statement and the related
Amended Letter of Transmittal, Consent and Release, each dated
January 9, 2009.

The Tender Offers and Consent Solicitations are being made to
holders of Existing Notes who certify that they are either (i) a
"qualified institutional buyer" as defined under Rule 144A of the
Securities Act of 1933, as amended, (ii) a non-U.S. person outside
the United States in accordance with Regulation S of the
Securities Act or (iii) an institutional "accredited investor" as
defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act.
There is no record date for the determination of holders eligible
to participate in the Tender Offers and Consent Solicitations.
Eligible holders who wish to receive the total consideration for
tendered Existing Notes must validly tender and not validly
withdraw their Existing Notes on or prior to the Expiration Time.
The total consideration for each $1,000 principal amount of 2009
Notes validly tendered and not validly withdrawn is equal to
$807.55 (which amount includes accrued and unpaid interest through
the Payment Date and a consent payment of $10.00 per $1,000
principal amount of Existing Notes.  The total consideration for
each $1,000 principal amount of 2011 Notes validly tendered and
not validly withdrawn is equal to $756.31 (which amount includes
accrued and unpaid interest through the Payment Date and the
Consent Payment for such series).

The Company has also amended the terms of its concurrent offerings
to eligible holders of Existing Notes who validly tender their
Existing Notes in the Tender Offers and Consent Solicitations and
is now offering:

   (i) to eligible holders of 2009 Notes, $21,245,380 aggregate
       principal amount of AMOI's 9% senior PIK notes due 2013;
       and

  (ii) to all eligible holders of Existing Notes (a) $300,000,000
       aggregate principal amount of AMOI's 14% senior
       subordinated notes due 2013 and (b) 5,700,000 shares of
       AMI's common stock equal to 95% of AMI's common stock
       outstanding at the time of closing.  The Concurrent
       Offerings are being made pursuant to Amendment No. 1 to
       the preliminary offering memorandum, dated January 9,
       2009, which more fully sets forth the terms of the
       Concurrent Offerings.

To participate in the Tender Offers and Consent Solicitations, an
eligible holder must agree to purchase Offered Securities in the
Concurrent Offerings for an aggregate purchase price equal to the
total consideration received by such eligible holder in the Tender
Offers with respect to the principal amount of Existing Notes
validly tendered and not validly withdrawn by such holder pursuant
to the Tender Offers.  Assuming 100% of the Existing Notes are
validly tendered and accepted for payment in the Tender Offers,
for each $1,000 principal amount of 2009 Notes validly tendered
and not validly withdrawn in the Tender Offers, such tendering
holder must purchase for cash in the Concurrent Offerings (i)
$51.24 aggregate principal amount of Senior Notes at a purchase
price of 100% of the principal amount thereof, (ii) $526.31
aggregate principal amount of Senior Subordinated Notes at a
purchase price of 100% of the principal amount thereof and (iii)
10 Shares at a purchase price of $23.00 per Share.  Assuming 100%
of the Existing Notes are validly tendered and accepted for
payment in the Tender Offers, for each $1,000 principal amount of
2011 Notes validly tendered and not validly withdrawn in the
Tender Offers, such tendering holder must purchase for cash in the
Concurrent Offerings (i) $526.31 aggregate principal amount of
Senior Subordinated Notes at a purchase price of 100% of the
principal amount thereof and (ii) 10 Shares at a purchase price of
$23.00 per Share.

In addition, eligible holders tendering their Existing Notes will
be required to (i) consent to the proposed amendments to the
indenture governing each series of Existing Notes, which would
eliminate substantially all of the restrictive covenants, certain
events of default and other related provisions contained in each
respective indenture and (ii) consent to the Company's limited
releases, and grant releases, from any and all claims relating to
AMI, the Company and their respective direct and indirect
subsidiaries for specified parties and their respective
affiliates.  Eligible holders may not tender their Existing Notes
without also delivering consents and releases.

As of January 9, 2009, AMOI has entered into agreements with
eligible holders of approximately 81% of the outstanding aggregate
principal amount of 2009 Notes and approximately 69% of the
outstanding aggregate principal amount of 2011 Notes, pursuant to
which such holders have agreed, subject to, among other
conditions, the terms and conditions of the Offer to Purchase, to:

   (i) validly tender and not validly withdraw their Existing
       Notes and validly deliver and not validly revoke the
       corresponding consents and releases with respect to such
       series of Existing Notes pursuant to the terms and
       conditions of the Offer to Purchase and

  (ii) purchase the Specified Amount of Offered Securities.

Each Tender Offer and each Consent Solicitation is conditioned
upon, among other things, receipt of tenders and related consents
by holders of at least 98% of each series of Existing Notes.

If, for any reason, less than all of a tendering holder's Existing
Notes are accepted for payment pursuant to the Tender Offers or
any portion of a tendering holder's Existing Notes remains
outstanding, then the releases of the tendering holder will be
binding and enforceable with respect to all the tendering holder's
Existing Notes, whether or not they have been accepted for
payment.

Payment of the total consideration for Existing Notes of each
series validly tendered -- and not validly withdrawn -- on or
prior to the Expiration Time is expected to be made promptly after
the date on which AMOI accepts the Existing Notes of such series
validly tendered for purchase, which is currently expected to be
January 30, 2009.  In the event that the Tender Offer or the
Consent Solicitation with respect to any series of Existing Notes
is withdrawn or otherwise not completed, the total consideration
with respect to the Existing Notes of such series will not be paid
or become payable, AMOI will have no liability to any holders that
validly tendered their Existing Notes of such series or validly
delivered consents and releases with respect to Existing Notes of
such series, as the case may be, and the Concurrent Offerings will
be withdrawn.

AMOI also announced that it was terminating its standalone consent
solicitation for holders of Existing Notes who do not participate
or are not eligible to participate in the Tender Offers and
Consent Solicitations.

J.P. Morgan Securities Inc. is acting as the Dealer Manager for
the Tender Offers and as the Solicitation Agent for the Consent
Solicitations and can be contacted at (212) 357-0775 (collect).
MacKenzie Partners, Inc. is acting as the Information Agent for
the Tender Offers and Consent Solicitations, as well as Tabulation
Agent for the Consent Solicitations.  The Offer to Purchase and
other documents relating to the Tender Offers and the Consent
Solicitations were expected to be distributed to holders of
Existing Notes beginning January 10, 2009.  Requests for
documentation relating to the Tender Offers and Consent
Solicitations may be directed to the Information Agent at (800)
322-2885 (toll free) and (212) 929-5500 (collect).

                       About American Media

Headquartered in Boca Raton, Florida, American Media, Inc., is a
publisher of celebrity journalism and health and fitness magazines
in the U.S., including Star, Shape, Men's Fitness, Fit Pregnancy,
Natural Health, and The National Enquirer.  In addition to print
properties, AMI owns Distribution Services, Inc., the country's
number one in-store magazine merchandising company.

American Media Operations disclosed in a Securities and Exchange
Commission filing that as of June 30, 2008, it balance sheet
showed $891.6 million in total assets, $1.29 billion in total
liabilities, resulting to $398.7 million in shareholders' deficit.
AMOI posted $388,000 in net profit on $118.8 million in net
revenues for quarter ended June 30, 2008, compared with $123,000
in net losses on $121.1 million in net revenues for quarter ended
June 30, 2007.  As of June 30, 2008, the company had cash and cash
equivalents of $19.6 million, $26.0 million outstanding on its
revolving credit facility, and a working capital deficit of $467.0
million.


AMERIWEST ENERGY: Posts $1.4MM Net Loss in Quarter Ended Sept. 30
-----------------------------------------------------------------
Ameriwest Energy Corp. posted a net loss of $1,425,517 for the
three months ended September 30, 2008, compared with a net loss of
$369,640 for the same period a year earlier.

In a regulatory filing dated November 19, 2008, Walter Merschat,
the company's president, disclosed that at Sept. 30, 2008,
Ameriwest has not yet achieved profitable operations, has
accumulated losses of $3,136,278, has a working capital deficiency
of $1,802,620 and expects to incur further losses in the
development of its business, all of which casts substantial doubt
about Ameriwest's ability to continue as a going concern.
Ameriwest'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.

"Ameriwest expects to continue to incur substantial losses and
will require substantial capital to execute its business plan and
does not expect to attain profitability in the near future. Since
its inception, Ameriwest has funded operations through short-term
borrowings and equity investments in order to meet its strategic
objectives.  Ameriwest's future operations are dependent upon
external funding and its ability to execute its business plan,
realize sales and control expenses.  Management believes that
sufficient funding will be available from additional borrowings
and private placements to meet its business objectives including
anticipated cash needs for working capital, for a reasonable
period of time.  However, there can be no assurance that Ameriwest
will be able to obtain sufficient funds to continue the
development of its business operation."

As of September 30, 2008, Ameriwest Energy's balance sheet showed:

   Total assets                                     $3,258,108
   Total current liabilities                        $1,900,976
   Long-term portion of convertible notes,
      net of discount                                 $974,635
   Asset retirement obligation, net                    $31,848
   Total stockholders' equity                         $350,649

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?37cc

                     About Ameriwest Energy

Ameriwest Energy Corp. is engaged in acquisition, exploration,
development and production of oil and gas assets.


ANTIOCH COMPANY: Court Confirms Prepackaged Reorganization Plan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio at a
hearing held on Jan. 9, 2009, confirmed Antioch Company, and its
debtor-affiliates' joint prepackaged plan of reorganization which
was filed with the Court on Nov. 13, 2009.  The Court still has to
issue its confirmation order.  All objections were withdrawn with
the exception of Walthall A&B, LP's which was overruled by the
Court.

                           Plan Summary

The primary objectives of the Plan are to (i) alter the Debtors'
debt and capital structures to permit them to emerge from their
Chapter 11 cases with a viable capital structure, (ii) maximize
the value of the ultimate recoveries to all creditor groups on a
fair and equitable basis, and (iii) settle, compromise or
otherwise dispose of certain Claims and Interests on terms that
the Debtors believe to be fair and reasonable and in the best
interests of their respective estates and creditors.  The Plan
provides for, among other things: (A) the cancellation of certain
indebtedness in exchange for new debt and equity and (B) the
discharge of certain claims and cancellation of interests.

The Debtors believe that (i) through the Plan, holders of allowed
claims will obtain a substantially greater recovery from the
estates of the Debtors than the recovery they would receive if the
Debtors filed their Chapter 11 petitions without prior approval of
the Plan by a majority of their creditors and (ii) the Plan will
afford the Debtors the opportunity and ability to continue their
business as a viable going concern and preserve ongoing employment
for the Debtors' employees.

                      Means of Distribution

All cash necessary for Reorganized Debtors to make payments
pursuant to the Plan will be obtained from existing cash balances,
the operations of the Debtors and the Reorganized Debtors, or
borrowings under the Exit Facility Credit Agreement.  The
Reorganized Debtors may also make the payments using cash received
from their non-debtor subsidiaries through the Reorganized
Debtors' consolidated cash management systems.

                  General Structure of the Plan

Under the Plan, there are two classes of Impaired Claims (Class 4
Prepetition Secured Lender Claims and Class 5 Impaired Unsecured
Claims) and two classes of Impaired Interests (Class 7 Employee
Stock Ownership Trust (ESOT) Allocated Stock Interests and Class 8
Old Equity Interests).  All other Claims and Interests are
Unimpaired.  Holders of Class 1 Non-Tax Priority Claims, Class 2
Other Secured Claims, Class 3 Unimpaired Unsecured Claims and
Class 6 Intercompany Interests will be unaffected by the Plan.

Based upon the valuation of the company, given that the value of
the company is substantially less than the aggregate amount of the
Claims held by the Prepetition Secured Lenders, holders of Class 5
Impaired Unsecured Claims and Class 7 ESOT Allocated Stock
Interests would not be entitled to receive or retain any property
on account of such Claims and Interests under the Plan.
Recognizing, however, that the continued dedication of the
company's employees, consultants, trade, and other unsecured
creditors is critical to maximizing value of the company's
business, the Prepetition Secured Lenders have consented to a
carve-out from their collateral to provide for (i) the payment in
full of all unsecured creditors other than holders of the Employee
Stock Option (ESOP) Notes, the Subordinated Notes, and certain
unsecured creditors who are no longer necessary to the future
operation of the business, and (ii) the transfer of the New Common
Member Interests to an intermediate holding company that will be
owned by a trust established for the benefit of the Holders of
Class 5 Impaired Unsecured Claims and Class 7 ESOT Allocated Stock
Interests (the Creditor/Equityholder Trust).  Specifically, the
Plan provides for the company's balance sheet to be restructured
by:

    i) converting the Prepetition Secured Lender Claims into the
       New Secured Term Loan Notes and the New Preferred Member
       Interests; and

   ii) reinstating all unsecured creditors (other than those
       holding Impaired Unsecured Claims, as described below).

Holders of Impaired Unsecured Claims will not receive a
distribution with respect to their Claims under the Plan.  Even
though Holders of such Claims are not entitled to a distribution
under the Plan, the Prepetition Secured Lenders have agreed to
provide such creditors that timely submit a Class 5 Release Form,
in consideration for the releases granted therein, with an 80%
interest in the Creditor/Equityholder Trust on a pro rata basis
out of the proceeds of the collateral securing the Prepetition
Lender Claims.  Similarly, Holders of ESOT Allocated Stock
Interests will not receive a distribution with respect to their
Claims under the Plan.  Even though the Holders of such Interests
are not entitled to a distribution under the Plan, the Prepetition
Secured Lenders have agreed to provide such interest holders that
timely submit a Class 7 Release Form, in consideration for the
releases granted therein, with a 20% interest in the
Creditor/Equityholder Trust on a pro rata basis out of the
proceeds of the collateral securing the Prepetition Lender Claims.
Holders of Class 8 Old Equity Interests will not be entitled to
receive or retain any property on account of such Interests under
the Plan.

The New Common Member Interests and New Preferred Member Interests
issued pursuant to the Plan will be subject to the terms and
conditions of the New Limited Liability Company Operating
Agreement, which will be deemed binding on and enforceable by the
Reorganized Debtors, the Prepetition Secured Lenders, and any
party that receives New Common Member Interests.  The material
terms and conditions that govern the New Secured Term Loan Notes
to be distributed to holders of Prepetition Secured Lender Claims
are summarized in Section VII.I of this Disclosure Statement.

Claims of the Debtors' current employees and trade creditors who
are necessary for the continued business operations of the
Reorganized Debtors are classified in Class 3 as Unimpaired
Unsecured Claims and will be Unimpaired.

                  Exit Facility Credit Agreement

If the Plan is consummated, on the Effective Date, the Reorganized
Debtors will enter into the Exit Facility Credit Agreement.  The
Exit Facility Credit Agreement will replace the DIP Financing and
will provide for up to $4 million of additional liquidity to fund
operations after the Effective Date (the "Exit Facility").

         Treatment of Claims and Interests Under the Plan

As contemplated by the Bankruptcy Code, Administrative Claims, DIP
Facility Claims, and Priority Tax Claims are not classified under
the Plan.  Allowed Administrative Claims are to be paid in full on
the Effective Date, or, for ordinary course Administrative Claims,
when such claims become due.  DIP Facility Claims will be paid in
full in Cash.  Each holder of an Allowed Priority Claim will have
its claim reinstated.

The Plan classifies and treats claims and interests in this
manner:

   Class 1 - Non-Tax Priority Claims

    Each holder of an Allowed Class 1 Claim will have its Claim
    reinstated.

   Class 2 - Other Secured Claims

    Each holder of an Allowed Class 2 Claim will have its Claim
    reinstated.

   Class 3 - Unimpaired Unsecured Claims

    Each holder of an Allowed Class 3 Claim will have its Claim
    reinstated.

   Class 4 - Prepetition Secured Lender Claims

    Each holder of an Allowed Class 4 Claim will receive its
    Pro rata share of (a) the New Secured Term Loan Notes and (b)
    the New Preferred Member Interests.

   Class 5 - Impaired Unsecured Claims

    Holders of Class 5 Claims will not receive or retain any
    property under the Plan.

   Class 6 - Intercompany Interests

    On the Plan Effective Date, the common stock and membership
    interests of each of the Reorganized Debtors (other than
    Reorganized Antioch) and each of the Non-Debtor Affiliates
    will be reinstated in consideration for Reorganized Antioch's
    agreement to provide management services to such Reorganized
    Debtors and Non-Debtor Affiliates from and after the Effective
    Date.

    On the Effective Date, Reorganized Antioch will retain the
    Intercompany Interests.

   Class 7 - ESOT Allocated Stock Interests

    Holders of ESOT Allocated Stock Interests will not receive or
    retain any property under the Plan.

   Class 8 - Old Equity Interests.

    On the Effective Date, all Old Equity Interests will be deemed
    cancelled and the holders of Old Equity Interests will not
    receive any property under the Plan.

Classes 1, 2, 3 and 6 are unimpaired under the Plan and are
conclusively presumed to have accepted the Plan and are not
entitled to vote to accept or reject the Plan.

Class 4 is impaired and is the only Class entitled to vote to
accept or reject the Plan.

Classes 5, 7 and 8 are impaired under the Plan and are deemed to
have rejected the Plan, owing to their zero recoveries.

A full-text copy of the Debtors' Joint Prepackaged Plan of
Reorganization, dated Nov. 12, 2008, is available for free at:

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

A full-text copy of the Debtors' Disclosure Statement with respect
to the Debtors' Joint Prepackaged Plan of Reorganization, dated
Nov. 12, 2008, is available for free at:

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

                        About Antioch Co.

Headquartered in Yellow Springs, Ohio, The Antioch Company --
http://www.antiochcompany.com/-- produces and sells books, book
accessories and scrapbooking products.  The company and subsidiary
companies Antioch International, Inc., Antioch Framers Supply Co.,
Antioch International-New Zealand, Inc., Antioch International-
Canada, Inc., Creative Memories Pureto Rico, Inc. and ZeBlooms
Inc. filed separate petitions for Chapter 11 relief along with
plans to reorganize and restructure the company's debt on Nov. 13,
2008 (Bankr. S.D. Ohio Lead Case No. 08-35741).  Chris L.
Dickerson, Esq., Rena M. Samole, Esq., and Timothy R. Pohl, Esq.,
at Skadden, Arps, Slate, Meagher & Flom LLP; Michael J. Kaczka,
Esq., and Sean D. Malloy, Esq., at McDonald Hopkins LLC; and Tony
M. Alexander, Esq., at Jenks, Pyper & Oxley Co. L.P.A., represent
the Debtors in their restructuring efforts.  The United States
Trustee for Region 9 appointed creditors to serve on an Official
Committee of Unsecured Creditors.  W. Timothy Miller, Esq., at
Taft Stettinius & Hollister LLP, represent the Committee as
counsel.  In their summary of schedules, the Debtors listed
$66,388,321 in total assets and $141,142,236 in total liabilities.


APEX SILVER: Cuts Deal with Note Holders; To File Bankruptcy
------------------------------------------------------------
Apex Silver Mines Limited, said Monday it has reached agreement
with holders of approximately 43% of the Company's $290 million
convertible subordinated notes on the principle terms of a plan of
reorganization under Chapter 11 of the U.S. Bankruptcy Code.

As contemplated by the proposed plan of reorganization, if the
class of convertible subordinated note holders accepts the plan,
senior creditors under the Company's guarantees of the San
Cristobal mine's project financing facility will waive and release
their senior claims and holders of convertible subordinated notes
will receive a pro rata share of approximately $45 million in cash
plus common stock of the reorganized Company.  However, if the
class of convertible subordinated note holders rejects the
proposed plan, the class would receive an allocation of cash only
after payment in full of the senior creditors.

In such circumstances, the convertible subordinated note holders
would receive common stock of the reorganized Company, but might
not receive any cash distributions.  The consummation of the
proposed plan of reorganization is subject to the satisfaction of
numerous conditions, including approval by the bankruptcy court of
a disclosure statement relating to the proposed plan and the
closing of the previously announced sale of the Company's interest
in the San Cristobal mine and related assets to Sumitomo
Corporation.

The Company expects to commence the Chapter 11 filing this week,
possibly as early as Monday, January 12.

                    About Apex Silver Mine

Apex Silver Mines Ltd. explores and develops silver and other
mineral properties in Central and South America. The Company is
based in George Town, Cayman Islands.


ARBIOS SYSTEMS: Files for Chapter 11, to Seek Bids for Assets
-------------------------------------------------------------
Arbios Systems, Inc. (OTC: ABOS), said on January 9 that it has
filed for protection under Chapter 11 of the U.S. Bankruptcy Code
before the U.S. Bankruptcy Court for the District of Delaware.  A
Chapter 11 filing enables the company to continue to seek bids for
the sale of the company or its assets while working with its
creditors.

Arbios previously announced in August 2008 that it had suspended
operations except for its efforts to raise capital to support the
development of its SEPET(TM) technology or enter into a strategic
transaction.  The company's board of directors has now determined
that, in light of the company's limited cash position and current
economic conditions, the best course of action is to sell the
company or its assets through a bid solicitation plan under
bankruptcy protection.

"The Chapter 11 filing is intended to provide an opportunity for
the Company to realize as much value as possible from the Company,
its assets and technology under a clear and delimited process,
while working with our creditors in an orderly fashion," commented
Shawn Cain, interim president and CEO.  "However, there can be no
assurances that we will generate any substantive offers through a
proposed bid solicitation process, or that any such offers will be
acceptable to the Bankruptcy Court."

The company intends to file a motion with the Bankruptcy Court to
implement bid procedures for the sale of its business or its
assets, following which potential bidders will be notified of the
bid process.  To assist in the implementation of the bid
solicitation process and the bankruptcy proceedings, the company
has engaged Olshan, Grundman, Frome, Rosenzweig, & Wolsky, LLP and
Ciardi, Ciardi, & Astin PC.

The company's principal assets include its SEPET(TM) technology, a
hemofiltration device designed to support patients suffering from
cirrhosis due to chronic liver disease and who are hospitalized
with acute complications resulting from worsening liver
dysfunction and portal hypertension.  The company has successfully
completed a Phase I/II clinical trial in which 11 out of 14 (79%)
enrolled patients achieved the primary endpoint of reduction in
hepatic encephalopathy, obtained FDA permission to commence a
Phase III pivotal trial, received IRB approval to commence the
trial from a hospital in Germany and commenced obtaining the
European marketing approval (CE Mark).

                Arbios' SEPET Liver Assist Device

The SEPET(TM) Liver Assist Device is an extracorporeal (outside
the body) liver assist device for blood purification of patients
suffering from cirrhosis due to chronic liver disease and who are
hospitalized with acute complications due to worsening liver
dysfunction and portal hypertension.  The SEPET(TM) device is a
sterile, disposable cartridge containing microporous hollow fibers
with proprietary permeability characteristics.  SEPET(TM) is
designed for use with standard blood dialysis systems available in
hospital intensive care units.

                    About Arbios Systems, Inc.

Arbios Systems, Inc. -- http://www.arbios.com-- has been engaged
in the development of proprietary medical devices to enhance the
survival of millions of patients each year who experience, or are
at risk for, life-threatening episodes of liver failure.  Arbios'
SEPET(TM) Liver Assist Device is a novel blood purification
therapy that provides enhanced "liver dialysis".

Arbios is a developmental stage company.  In its third quarter
2008 report on form 10-Q submitted to the Securities and Exchange
Commission, Arbios disclosed $620,564 in assets and total
liabilities of $856,828.


ARMADA SINGAPORE: Sees US$375 Mil. Loss on Forward Freight Deals
----------------------------------------------------------------
Bloomberg News reports Armada (Singapore) Pte said in a U.S. court
filing it has a potential US$375 million loss on forward freight
agreements, assuming rates won't recover before the contracts
mature.  The contracts cover future hire rates for vessels
carrying coal, iron ore and other dry bulk commodities through
2020, the report says.

The figures are "projected losses if the market stays the way it
is now," Singapore-based Managing Director Tommy Jensen Rathleff
told Bloomberg News.  They represent a "conservative estimate," he
said.

According to the report, Armada's biggest negative position is for
rates for panamaxes, the largest vessels to fit through the locks
on the Panama Canal.

Based on the court filing, Bloomberg News relates the forward
freight agreements are US$238 million out of the money, while for
capsize vessels and for handymaxes, the derivatives are showing a
loss of US$64 million and US$84 million respectively.

As reported in the Troubled Company Reporter on Jan. 8, 2009,
Armada filed a Chapter 15 petition with the U.S. Bankruptcy Court
for the Southern District of New York, seeking recognition of its
bankruptcy proceedings in Singapore and imposition of the
automatic stay to protect its assets while it restructures.

Armada announced January 6 that it has been granted leave to
convene a creditors' meeting to vote on a proposed Scheme of
Arrangement pursuant to Section 210 of the Companies Act of the
Republic of Singapore that will protect its assets and maximize
funds available to creditors as it restructures its business
operations.

Armada filed for protection from its creditors on January 6 in
Singapore following a series of collapses of dry bulk ship
operators in the third quarter last year, the Financial Times
reported.

The company has hired KPMG as its adviser, Armada Managing
Director Tommy Jensen Rathleff told Bloomberg News in a phone
interview.

According to Bloomberg News, Armada said it owes at least
$500 million to creditors.  The news agency disclosed that
Armada's top five creditors, based on a filing with Singapore's
High Court, are:

Transfield                         US$113,019,121
Kawasaki Kisen                         95,460,877
Pacific Bulk                           73,065,615
Rizzo-Bottiglieri                      70,382,250
Deiulemar                              64,369,775

Armada has eight weeks to come up with a restructuring plan that
could pay creditors 30 cents on the dollar, compared with 5 cents
on the dollar at most if the company is liquidated, Bloomberg News
said.

Armada's Chapter 15 counsel is Barbra R. Parlin at Holland &
Knight LLP in New York City.

Armada Armada (Singapore) Pte -- http://www.armadagroup.com/-- is
a Singapore-based ship operator.


ATA AIRLINES: Airbase Seeks to Foreclose on Aircraft Lien
---------------------------------------------------------
Airbase Services Inc. filed a complaint against ATA Airlines
Inc., Wilmington Trust Company, and Jet-I Leasing LLC, seeking
foreclosure of its lien on a 757-23N aircraft.

The company asserts liens on the 757-23N aircraft manufactured by
Boeing Aerospace Corp., on account of the maintenance services it
provided to ATA Airlines, which allegedly have not yet been paid.
Airbase says it is owed more than $277,096.

Jet-I Leasing is the owner of the aircraft while Wilmington Trust
is the registered trustee and lessor.

The complaint came barely two weeks after the U.S. Bankruptcy
Court for the Southern District of Indiana allowed Airbase to
join as plaintiff in the lawsuit filed by San Antonio Aerospace.
San Antonio Aerospace also asserts liens on the aircraft for
similar reasons.

Airbase is wholly owned by Regent Aerospace Corporation.

            Airbase Seeks Preliminary Injunction

Airbase also asked the Court to issue a ruling prohibiting Jet-I
Leasing and Wilmington Trust from delisting or deregistering the
aircraft with the Federal Aviation Administration.

Since San Antonio Aerospace filed its lawsuit, three aircraft had
been reportedly deregistered and "exported out of the Court's
jurisdiction."  Earlier, the Court prohibited the defendants to
the lawsuit to deregister, sell or lease out 14 aircraft on which
San Antonio asserts a lien.

                        About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., is a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military.  ATA is a wholly
owned subsidiary of New ATA Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc.  ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on
August 14, 2007.  World Air Holdings owns and operates two other
airlines, North American Airlines and World Airways.

ATA Airlines and its affiliates filed for Chapter 11 protection on
Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on Jan. 31, 2006.  The Debtors'
emerged from bankruptcy on Feb. 28, 2006.

Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy.  The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.

ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D.
Ind. Case No. 08-03675), citing the unexpected cancellation of a
key contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business.  ATA discontinued all
operations subsequent to the bankruptcy filing.  ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.

The Debtor is represented in its Chapter 22 case by Haynes and
Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel.

The United States Trustee for Region 10 appointed five members to
the Official Committee of Unsecured Creditors.  Otterbourg,
Steindler, Houston & Rosen, P.C., serves as bankruptcy counsel to
the Committee.  FTI Consulting, Inc., acts as the panel's
financial advisors.  The Court gave ATA Airlines Inc. until
Feb. 26, 2009, to file its Chapter 11 plan and April 27, 2009, to
solicit acceptances of that plan.

(ATA Airlines Bankruptcy News, Issue No. 97; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


ATA AIRLINES: Disclosure Statement Hearing Monday
-------------------------------------------------
Judge Basil H. Lorch III of the U.S. Bankruptcy Court for the
Southern District of Indiana convened a hearing at 10:00
a.m., EST, Monday, to consider approval of ATA Airlines Inc.'s
disclosure statement explaining its bankruptcy exit plan.

Under Section 1125 of the Bankruptcy Code, a bankruptcy court must
find that a disclosure statement contains "adequate information"
concerning the assets, liabilities, and business affairs of a
debtor sufficient to enable a hypothetical creditor similar to
that of the debtor to make an informed judgment about the debtor's
plan of reorganization.

ATA Airlines submitted to the Court its Chapter 11 Plan of
Reorganization and accompanying Disclosure Statement on Dec. 12,
2008, along with a motion to approve the Disclosure Statement and
the procedures for soliciting votes for that plan.

Wilmington Trust Company had asked the Court to delay
approval of the Disclosure Statement and the Solicitation
Procedures proposed by ATA Airlines.  Wilmington Trust said
the proposed Solicitation and Voting Procedures raise some
issues for the company, and that it is set to engage in talks
with ATA Airlines to address those issues before the Disclosure
Statement hearing.  Wilmington Trust pointed out that it wants
the Court to decline approval of the documents until its
concerns are resolved.  The company did not elaborate on its
concerns and merely stated that, its issues and concerns were
raised in the Debtors' previous Chapter 11 cases and were
consensually resolved.  Thus, it has no reason to believe
that its current concerns will not be addressed, Wilmington
added.

Meanwhile, the Official Committee of Unsecured Creditors said in
court papers that it will wait for ATA Airlines to file a final
draft of the Disclosure Statement before the panel submits a
formal objection to it.  The Creditors Committee expects the
final draft to contain revisions requested by the panel from ATA
Airlines.

ATA Airlines' Chapter 11 Plan, which salient terms are presented
in the Disclosure Statement, provides for the implementation of a
global settlement of claims among the airline, the Creditors
Committee, Global Aero Logistics, Jefferies Finance, JPMorgan
Chase Bank, five labor unions representing the airline's
employees, and non-unionized employees.  It also provides for ATA
Airlines' reorganization pursuant to the issuance of the
membership interest in the reorganized company to Southwest
Airlines Co.

Under the plan, ATA Airlines proposed to pay unsecured creditors
about 1.3 percent of their claims totaling almost $420 million
while it proposed to pay secured creditors about 13.9 percent of
their claims totaling $365 million.  Secured creditors agreed to
share proceeds from potential lawsuits against suppliers that
could yield as much as $12.2 million in damages under the
proposed plan.

ATA Airlines filed its proposed plan barely two weeks after the
Court approved the bid proposal of Southwest Airlines to purchase
its assets, including its takeoff and landing slots at LaGuardia
Airport in New York, for $7.5 million.  The sale can't go through
until a final plan is approved by the Court.  "It is our intent,
with the successful conclusion of the transaction, to make plans
to initiate service from LaGuardia," Southwest's Chairman,
President, and CEO Gary Kelly, had said in a statement.  "Even in
this volatile environment, we have said we must monitor the
competitive landscape and take advantage of prudent market
opportunities."

Southwest said once the acquisition is finalized, it will work
with the Federal Aviation Administration and the Port Authority
of New York to commence service at LaGuardia, including
acquisition of the necessary airport gates and facilities.
Details on the commencement of service or the cities that would
be served by Southwest from LaGuardia have not yet been
determined.

         Disclosure Statement Sufficient, Says ATA CEO

In his declaration filed with the Court, Steven Turoff, chief
restructuring officer of ATA Airlines, said that the Disclosure
Statement contains sufficient information that would help holders
of claims and equity interests make an informed judgment about
the airline's Chapter 11 Plan.

Mr. Turoff said that the Disclosure Statement contains these
pieces of information about ATA Airlines' restructuring plan:

  (1) a description of ATA Airlines' property and assets, and
      their corresponding values;

  (2) a discussion of certain pending material litigation;

  (3) the identification of the sources of the information
      provided in the Disclosure Statement;

  (4) a disclaimer regarding the Disclosure Statement and the
      information contained in the Statement;

  (5) a discussion of the various classes of claims scheduled by
      ATA Airlines in its schedules of assets and liabilities,
      and a summary of the proofs of claim filed in the
      case;

  (6) a discussion of the estimated return to creditors if ATA
      Airlines' estate were liquidated under Chapter 7 of the
      Bankruptcy Code;

  (7) a description or summary of ATA Airlines' Chapter 11 Plan,
      including the treatment of the various classes of claims
      and the means for implementation of the Plan;

  (8) a detailed discussion of the global settlement among ATA
      Airlines and some of its affiliates, the Creditors
      Committee, JPMorgan, the pre-bankruptcy secured lenders,
      labor unions, and employees not affiliated with the
      unions;

  (9) an estimate of the various types of administrative and
      priority claims;

(10) a discussion or description of financial information,
      data, valuations or projections relevant to the creditors'
      decision to accept or reject ATA Airlines' Chapter 11
      plan;

(11) information related to the feasibility of the Chapter 11
      Plan and risks posed to the creditors;

(12) a detailed analysis of the projected realizable value of
      potential recovery of preferential transfers;

(13) a discussion of ATA Airlines' tax attributes and
      consequences of the Chapter 11 Plan on the company and its
      creditors;

(14) a description of ATA Airlines' relationship with its
      affiliates; and

(15) an explanation of Chapter 11 and the plan confirmation
      process including the proposed solicitation and ballot
      tabulation procedures.

                        About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., is a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military.  ATA is a wholly
owned subsidiary of New ATA Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc.  ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on August 14, 2007.  World
Air Holdings owns and operates two other airlines, North American
Airlines and World Airways.

ATA Airlines and its affiliates filed for Chapter 11 protection on
Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on Jan. 31, 2006.  The Debtors'
emerged from bankruptcy on Feb. 28, 2006.

Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy.  The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.

ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D.
Ind. Case No. 08-03675), citing the unexpected cancellation of a
key contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business.  ATA discontinued all
operations subsequent to the bankruptcy filing.  ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.

The Debtor is represented in its Chapter 22 case by Haynes and
Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel.

The United States Trustee for Region 10 appointed five members to
the Official Committee of Unsecured Creditors.  Otterbourg,
Steindler, Houston & Rosen, P.C., serves as bankruptcy counsel to
the Committee.  FTI Consulting, Inc., acts as the panel's
financial advisors.  The Court gave ATA Airlines Inc. until
Feb. 26, 2009, to file its Chapter 11 plan and April 27, 2009, to
solicit acceptances of that plan.

(ATA Airlines Bankruptcy News, Issue No. 97; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


ATA AIRLINES: Settles Dispute with Goodyear on Tire Deliveries
--------------------------------------------------------------
Prior to its Chapter 11 filing, ATA Airlines Inc. signed a cost
per landing agreement with The Goodyear Tire & Rubber Company to
allow the airline to get a supply of tires for use on its
aircraft.  The agreement provides that Goodyear will retain title
to tires in ATA Airline's possession that have not been installed
on aircraft while the airline takes title to tires that had been
installed.  Upon its termination, the agreement requires ATA
Airlines to purchase certain tires that have not been installed.

On June 3, 2008, ATA Airlines sought and obtained court approval
to reject executory contracts and unexpired leases, including its
agreement with Goodyear, which reportedly did not object to the
proposed rejection.

After the rejection of the agreement and prior to the auctions
conducted by Starman Bros. Auctions Inc., ATA Airlines and
Goodyear engaged in talks on the disposition of the tires which
had been installed on aircraft wheel assemblies.  ATA Airlines
informed Goodyear that the terms of the agreement contained
ambiguities as to whether Goodyear is the legal owner of the
tires or not.  Goodyear disputed that the agreement was ambiguous
on this issue.  The parties then agreed to allow ATA Airlines
to sell the wheel assemblies, which included the tires and to
segregate the proceeds of the sales pending resolution of legal
title to the tires and valuation issues.

Most of the wheel assemblies were subsequently sold at the
auctions conducted by Starman.  The $1.5 million generated from
the sale was segregated by ATA Airlines from the other proceeds
realized at the auctions.

Goodyear asserted that the tires are its property and that it is
entitled to a payment of $412,977 for the value of the tires
under the agreement.  ATA Airlines, however, argued that if the
tires were the property of Goodyear, the company would only be
entitled to the actual proceeds received by the airline from the
sale of those items.  Based on the relative value of the tires
and the wheels on which they were mounted, ATA Airlines
calculated that it received about $270,000 as a result of the
sale and auction of the tires.

To settle their dispute, ATA Airlines and Goodyear reached an
agreement, under which both parties agreed that Goodyear is
entitled to payment of $340,000 to be taken from the
$1.5 million.  The remaining funds will then be transferred to ATA
Airlines' general operating fund.

                        About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., is a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military.  ATA is a wholly
owned subsidiary of New ATA Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc.  ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on
August 14, 2007.  World Air Holdings owns and operates two other
airlines, North American Airlines and World Airways.

ATA Airlines and its affiliates filed for Chapter 11 protection on
Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on Jan. 31, 2006.  The Debtors'
emerged from bankruptcy on Feb. 28, 2006.

Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy.  The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.

ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D.
Ind. Case No. 08-03675), citing the unexpected cancellation of a
key contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business.  ATA discontinued all
operations subsequent to the bankruptcy filing.  ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.

The Debtor is represented in its Chapter 22 case by Haynes and
Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel.

The United States Trustee for Region 10 appointed five members to
the Official Committee of Unsecured Creditors.  Otterbourg,
Steindler, Houston & Rosen, P.C., serves as bankruptcy counsel to
the Committee.  FTI Consulting, Inc., acts as the panel's
financial advisors.  The Court gave ATA Airlines Inc. until
Feb. 26, 2009, to file its Chapter 11 plan and April 27, 2009, to
solicit acceptances of that plan.

(ATA Airlines Bankruptcy News, Issue No. 97; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


ATA AIRLINES: To Sell Aircraft Inventory to DSC for $94,800
-----------------------------------------------------------
ATA Airlines, Inc., seeks permission from the U.S. Bankruptcy
Court for the Southern District of Indiana to sell a set of
aircraft-related assets to DSC Trading LLC for $94,800.

The assets consist of expendable items that have not been sold by
DSC Trading for the airline under their agreement dated Dec. 18,
2005.  ATA Airlines signed the agreement to commission DSC
Trading to sell the assets on consignment.

The purchase price merely represents a recovery of about 3.5% of
ATA Airlines' acquisition cost for the assets, which is lower
than the 7.7% recovery it made when it sold similar items at an
auction conducted by Starman Bros. Auctions Inc.  ATA Airlines,
however, explained that it does not expect getting a higher
recovery from the sale of the assets through an auction, citing
the inability of DSC Trading to sell the assets over the past
year.

Under the deal, DSC Trading will pay the assets in three equal
installments of $31,600.  It will also turn over to ATA Airlines
$74,458 that it earned from similar items that were sold under
their consignment agreement.

                        About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., is a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military.  ATA is a wholly
owned subsidiary of New ATA Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc.  ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on
August 14, 2007.  World Air Holdings owns and operates two other
airlines, North American Airlines and World Airways.

ATA Airlines and its affiliates filed for Chapter 11 protection on
Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on Jan. 31, 2006.  The Debtors'
emerged from bankruptcy on Feb. 28, 2006.

Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy.  The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.

ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D.
Ind. Case No. 08-03675), citing the unexpected cancellation of a
key contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business.  ATA discontinued all
operations subsequent to the bankruptcy filing.  ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.

The Debtor is represented in its Chapter 22 case by Haynes and
Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel.

The United States Trustee for Region 10 appointed five members to
the Official Committee of Unsecured Creditors.  Otterbourg,
Steindler, Houston & Rosen, P.C., serves as bankruptcy counsel to
the Committee.  FTI Consulting, Inc., acts as the panel's
financial advisors.  The Court gave ATA Airlines Inc. until
Feb. 26, 2009, to file its Chapter 11 plan and April 27, 2009, to
solicit acceptances of that plan.

(ATA Airlines Bankruptcy News, Issue No. 97; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


AVENUE CLO: S&P Affirms 'BB' Rating on $15.5 Mil. Class D Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on the
class A, B, C, D, and X notes issued by Avenue CLO IV Ltd.  At the
same time, S&P removed its ratings on the class B, C, and D notes
from CreditWatch, where they were placed with negative
implications on Dec. 5, 2008.  Avenue CLO IV Ltd. is a
collateralized loan obligation transaction backed by corporate
loans managed by Avenue Capital Management II L.P.

Standard & Poor's reviewed the results of current cash flow runs
generated for Avenue CLO IV Ltd. to determine the level of future
defaults the rated classes can withstand under a variety of
stressed default timing and interest rate scenarios while still
paying all of the interest and principal due on the notes.
Despite some negative migration in the credit quality of the
underlying collateral, the affirmations of the ratings reflect the
availability of sufficient credit enhancement to support the notes
at the current rating levels.

      Ratings Affirmed And Removed From Creditwatch Negative

                        Avenue CLO IV Ltd.

                     Rating
                     ------
    Class          To       From        Current balance (mil. $)
    -----          --       ----        ------------------------
    B              A        A/Watch Neg                  39.500
    C              BBB      BBB/Watch Neg                13.000
    D              BB       BB/Watch Neg                 15.500

                        Ratings Affirmed

                       Avenue CLO IV Ltd.

    Class          Rating              Current balance (mil. $)
    -----          ------              ------------------------
    A              AAA                                  302.000
    X              AAA                                    2.461

  Transaction Information
  -----------------------
Issuer:                  Avenue CLO IV Ltd.
Collateral manager:      Avenue Capital Management II L.P.
Underwriter:             Banc of America Securities
Indenture trustee:       JPMorgan Chase Bank N.A.


AVENUE CLO: S&P Affirms Rating on Class E Notes at 'BB'
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on the
class A-1, A-2, B, C, D, and E notes issued by Avenue CLO VI Ltd.,
a collateralized loan obligation transaction backed by corporate
loans managed by Avenue Capital Management II L.P.  At the same
time, S&P removed its ratings on the class C, D, and E notes from
CreditWatch, where they were placed with negative implications on
Dec. 5, 2008.

The rating actions follow S&P's review of the current cash flow
run results for Avenue CLO VI Ltd., which S&P uses to determine
the level of future defaults the rated classes can withstand under
various stressed default timing and interest rate scenarios while
still paying all of the interest and principal due on the notes.
Despite some negative migration in the credit quality of the
underlying collateral, the affirmations reflect the availability
of sufficient credit support at the current rating levels.

       Ratings Affirmed And Taken Off Creditwatch Negative

                        Avenue CLO VI Ltd.

                 Rating
                 ------
       Class   To      From           Current balance (mil. $)
       -----   --      ----           ------------------------
       C       A       A/Watch Neg                 24.000
       D       BBB     BBB/Watch Neg               19.000
       E       BB      BB/Watch Neg                13.000

                               Ratings Affirmed

                        Avenue CLO VI Ltd.

           Class     Rating     Current balance (mil. $)
           -----     ------     ------------------------
           A-1       AAA                        336.000
           A-2       AAA                         37.000
           B         AA                          33.000

  Transaction Information
  -----------------------
Issuer:               Avenue CLO VI Ltd.
Co-issuer:            Avenue CLO VI Corp.
Collateral manager:   Avenue Capital Management II L.P.
Underwriter:          Morgan Stanley
Indenture trustee:    Bank of New York
                      Mellon Trust Co. N.A.


AVEROX INC: Posts $116,168 Net Loss in Quarter Ended Sept. 30
-------------------------------------------------------------
Averox Inc.'s net loss for the three-month period ended
September 30, 2008, totaled $116,168, compared to a net loss of
$515,106, for the three-month period ended September 30, 2007, a
decrease of net loss of $398,938 or approximately 77%.

In a regulatory filing dated November 19, 2008, Chief Executive
Officer Salman Mahmood and Chief Financial Officer Mirza Yasser
Ahmad disclosed that the company's primary source of liquidity as
of Sept. 30, 2008, is its cash on hand and accounts receivable.
Net cash used in operations for the three-month period ended
Sept. 30, 2008, was $252,645, as compared to net cash used in
operations of $625,840, during the same period in 2007.  "Our cash
and cash equivalents were $102,317 and $16,520, as of September
30, 2008 and June 30, 2008, respectively.  Our current assets
totaled $523,547 and $405,420, as of September 30, 2008 and June
30, 2008, respectively.  Our current liabilities were $1,447,012
and $577,066 as of September 30, 2008, and June 30, 2008,
respectively.  Working capital deficit was $923,465 and $171,646
as of September 30, 2008 and June 30, 2008, respectively."

"Net cash provided by investing activities totaled $1,704 for the
three-month period ended September 30, 2008, compared to net cash
used in investing activities of $29,420, for the same period ended
September 30, 2007.  Net cash provided by financing activities
totaled $257,226 for the three-month period ended September 30,
2008, compared to $373,162 for the same period ended September 30,
2007."

"We will continue to evaluate alternative sources of capital to
meet our growth requirements, including other asset or debt
financing, issuing equity securities and entering into other
financing arrangements."

"The company has sustained net losses of $2,455,379 since its
inception, has negative working capital and the company's
operations do not generate sufficient cash to cover its operating
costs.  These conditions raise substantial doubt about the
company's ability to continue as a going concern."

The company has taken certain restructuring steps to provide the
necessary capital to continue its operations.  These steps
included:

   1) acquire profitable operations through issuance of equity
      instruments; and

   2) to continue actively seeking additional funding and
      restructure the acquired subsidiaries to increase profits
      and minimize the liabilities.

As of September 30, 2008, the company's balance sheet showed total
assets of $1,600,557, total liabilities of $1,447,012, minority
interest of $79,778, and total stockholder's equity of $73,767.

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?37ca

                           About Averox

Averox Inc., through its subsidiaries, is an independent provider
of software solutions, engineering and telecommunications network
deployment services, systems integration and related support
services.  Although Averox's business has primarily focused on
standard solutions and end products for the telecommunications
industry, Averox's software solutions and services are also being
marketed and employed in other industries and areas of Averox's
business.  Averox believes that it has established an excellent
reputation for applying specialized and innovative problem-solving
skills to a diverse range of clients and industries.


BEAR STEARNS: S&P Affirms Low-B Ratings on Two Classes of Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
C commercial mortgage pass-through certificates from Bear Stearns
Commercial Mortgage Securities Inc.'s series 2001-TOP4 transaction
to 'AA+' from 'AA'.  Concurrently, S&P affirmed its ratings on 12
other classes from the same transaction.

The upgrade of the one senior class reflects the defeasance of 18%
of the collateral pool and increased credit enhancement levels.
The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.

As of the Dec. 15, 2008, remittance report, the collateral pool
consisted of 124 loans with an aggregate trust balance of
$557.2 million, compared with 152 loans with a $903.5 million
balance at issuance.  The master servicer, Wells Fargo Bank N.A.,
reported year-end 2007 financial information for 84% of the pool's
nondefeased loans.  Excluding 23 defeased loans (18%), Standard &
Poor's calculated a weighted average debt service coverage of
1.76x for the pool, compared with 1.64x at issuance.  All of the
loans in the pool are current.  There is one loan ($6.9 million
exposure) with the special servicer, Capmark Inc., which is
discussed below.  To date, the trust has experienced three losses
totaling $51,769.

The top 10 loans secured by real estate have an aggregate
outstanding balance of $177.5 million (32%) and a weighted average
DSC of 1.81x, up from 1.49x at issuance.  Although the overall DSC
of the top 10 exposures has increased, one of the top 10 loans,
the Pinellas Business Center loan, has experienced a 50% drop in
DSC since issuance and is discussed below.  Standard & Poor's
reviewed property inspections provided by the master servicer for
all of the assets underlying the top 10 loans.  All of the
properties were characterized as "good."

Wells Fargo Bank reported a watchlist of 20 loans with an
aggregate outstanding balance of $63.7 million (11%).  Pinellas
Business Center is the largest loan on the watchlist and the
ninth-largest loan in the pool with a principal balance of
$9.2 million (2%).  The loan is secured by a 202,847-sq.-ft.
industrial flex property in St. Petersburg, Florida, built between
1985 and 1986. The loan appears on the watchlist due to low
occupancy at the property and low DSC.  As of Sept. 30, 2008,
occupancy was 69%, and the DSC was 0.65x at year-end 2007.
However, due to recent leasing activity, S&P expects the DSC to
improve, and S&P no longer considers this loan to be a credit
concern at this time.

The Highland Forest Apartments loan ($6.9 million exposure) is the
one loan with the special servicer.  This loan is secured by a
180-unit multifamily property built in 1971 and renovated in 2000
in Stone Mountain, Georgia, 15 miles northeast of Atlanta.  The
loan was transferred to the special servicer in September 2008 due
to a payment default, and the property became classified as real
estate owned on Dec. 2, 2008.  The special servicer is in the
process of marketing the property for sale.  The property was
appraised at $4.5 million as of Oct. 29, 2008, and an appraisal
reduction amount of $2.8 million is in effect for the loan.

Standard & Poor's stressed the loans on the watchlist and other
loans with credit issues as part of its analysis.  The resultant
credit enhancement levels support the raised and affirmed ratings.

                          Ratings Raised

        Bears Stearns Commercial Mortgage Securities Trust
  Commercial mortgage pass-through certificates series 2001-TOP4

                     Rating
                     ------
        Class     To         From   Credit enhancement (%)
        -----     --         ----   ----------------------
        C         AA+        AA                      14.97

                         Ratings Affirmed

        Bears Stearns Commercial Mortgage Securities Trust
  Commercial mortgage pass-through certificates series 2001-TOP4

         Class     Rating           Credit enhancement (%)
         -----     ------           ----------------------
         A-1       AAA                               23.88
         A-2       AAA                               23.88
         A-3       AAA                               23.88
         B         AAA                               19.43
         D         AA-                               13.35
         E         A-                                 9.71
         F         BBB+                               8.09
         G         BBB                                6.47
         H         BB+                                4.85
         J         BB                                 3.64
         X-1       AAA                                 N/A
         X-2       AAA                                 N/A

                      N/A -- Not applicable.


BERNARD L. MADOFF: $160MM Assets Moved to British Unit
------------------------------------------------------
Bernard Madoff moved nearly $160 million of his own assets to his
British-based firm Madoff Securities International Ltd. in 2007,
Joel Dimmock and Dan Lalor at Reuters report citing company
accounts and filings.

Mr. Madoff, Reuters says, moved the assets via the allotment of
two sets of new shares in the British firm.

Reuters relates that according to the documents, Mr. Madoff bought
49.9 million new 100 pence shares in the British firm in October
2007 for GBP49.9 million, the equivalent of about
US$100 million at the time and about US$75 million at Thursday
last week's exchange rate.

In addition, the previous month he also received 6.25 million new
$10 shares as payment for terminating a $62.5 million loan he had
made to the British firm in 2000, Reuters relates.

Reuters notes that its accounts for 2007, the last set of accounts
filed by the firm, show the sale of the shares contributed to an
overall increase in the cash position of
GBP82 million pounds to GBP96.3 million pounds at end-December
2007.

Meanwhile, Britain's Serious Fraud Office said it opened an
investigation into Madoff's British operations on Thursday,
January 8.

The investigation, Reuters discloses, focuses on British victims
and any offenses that may have been committed in the country.

SFO, as cited by Reuters, said the decision to investigate came
after it was given an interim report by Grant Thornton,
provisional liquidators in Britain.

On Dec. 29, 2008, the TCR-Europe reported that according to The
Daily Telegraph's Amy Wilson, 28 staff at the British firm have
been made redundant after liquidators were called in.

The Daily Telegraph stated it is understood the firm's traders
could not carry on doing business because all their capital
belonged to Mr. Madoff and his family.

The fund, the Daily Telegraph disclosed, was 88% owned by Mr.
Madoff, who is now under house arrest over an alleged $50 billion
investment fraud, while other family members owned the rest.

The fund did not take any client money and was run as a
proprietary hedge fund for the family, the Daily Telegraph noted.
Its assets stood GBP113 million in 2007, mainly in cash.

                    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 US$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.


BLIND SPOT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: The Blind Spot, Inc.
        1003 Weatherstone Parkway, Suite 330
        Woodstock, GA 30188

Bankruptcy Case No.: 08-86602

Chapter 11 Petition Date: December 30, 2008

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: Mary Grace Diehl

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

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

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

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/ganb08-86602.pdf

The petition was signed by Chase M. Sanders, chief financial
officer of the company.


BLUE WATER BAY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Blue Water Bay Development, LLC
        704 York Street
        Myrtle Beach, SC 29577

Bankruptcy Case No.: 09-00033

Chapter 11 Petition Date: January 4, 2009

Court: United States Bankruptcy Court
       District of South Carolina (Charleston)

Judge: David R. Duncan

Debtor's Counsel: Daryle Alan Walker, Esq.
                  P.O. Box 1537
                  Murrells Inlet, SC 29576
                  Tel.: (843) 357-8530
                  Email: dwalker@ftc-i.net

Estimated Assets: $0 to $50,000

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

A list of the Debtor's largest unsecured creditors is incorporated
in its petition filing, a full-text copy of which is available for
free at:

             http://bankrupt.com/misc/scb09-00033.pdf

The petition was signed by Leslie K. Roten, sole member of the
company.


BROADSTRIPE LLC: Organizational Meeting to Form Panel on Jan. 14
----------------------------------------------------------------
Roberta A. DeAngelis, the acting United States Trustee for
Region 3, will hold an organizational meeting in the Chapter 11
cases of Broadstripe, LLC, and its debtor-affiliates on
January 14, 2009 at 11:00 a.m. at J. Caleb Boggs Federal Building,
844 King Street, Room 5209, in Wilmington, Delaware.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting,
and provide background information regarding the bankruptcy
cases.

                      About Broadstripe LLC

Headquartered in Chesterfield, Missouri, Broadstripe LLC --
http://www.broadstripe.com-- provide videos and telephone
services to consumers and business in Maryland, Michigan,
Washington and Oregon.  The company and fives of its affiliates
filed for Chapter 11 protection on January 2, 2009 (Bankr. D. Del.
Lead Case No. 09-10006).  Ashby & Geddes, and Gardere Wynne Sewell
LLP represent the Debtors in their restructuring efforts.  The
Debtors proposed FTI Consulting Inc. as their restructuring
consultant, and Epiq Bankruptcy Consultants LLC as their claims
agent.  When the Debtors filed for protection from their
creditors, they listed assets and debts between $100 million and
$500 million in their filing.


BRODER BROS: Weakening U.S. Economy Cues Reduction of 140 Workers
-----------------------------------------------------------------
Broder Bros., Co., eliminated approximately 140 positions in its
distribution centers, call centers, management and other corporate
functions.

The company initiated headcount reductions in anticipation of a
further weakening in the U.S. economy.  Although the company has
gained market share in recent quarters and anticipates continued
market share gains, the company believes revenue and gross profit
will decline in the fourth quarter of 2008 compared to 2007 and
for at least part of 2009 compared to same periods in 2008 due to
the lower demand for the company's products.  While the company
remains optimistic about its ability to continue to grow sales of
lower-priced products, it is concerned about continuing declines
in demand for higher-priced products.

The reduction in personnel expenses is structural and will reduce
both variable costs and fixed expenses.  The new structure allows
the company to compete effectively in a challenging market
environment and remain a vigorous enterprise.

"While saddened by the loss of many of our talented employees, we
are responding to the conditions we see in the market and to our
commitments to customers, suppliers, and investors," Thomas Myers,
the company's chief executive officer, said.

Due to the reduction in workforce, the company expects to
recognize restructuring charges for severance and related benefit
costs totaling approximately $800,000 to $1,000,000 before income
taxes in the fourth quarter of 2008.

                      About Broder Bros., Co.

Headquartered in Trevose, Pennsylvania, Broder Bros., Co.
-- http://www.broderbrosco.com,http://www.broderbros.com,
http://www.alphashirt.comand http://www.nesclothing.com/-- owns
and operates three brands in the imprintable sportswear industry:
"Broder," "Alpha" and "NES."  The company supplies imprintable
apparel and accessories to screenprinters, embroiderers,
promotional products distributors, athletic dealers, and other
businesses.

The company's third quarter 2008 net loss was $900,000 compared to
$11,600,00 for the third quarter 2007.

Net loss for the nine months ended September 2008 was $14,900,000
compared to net loss of $27,100,000 for the nine months ended
September 2007.

The company's revolving credit facility provides for aggregate
borrowings up to $225,000,000, subject to borrowing base
availability.  Borrowing base availability at Sept. 27, 2008,
Dec. 29, 2007, and Sept. 29, 2007, was $74,500,000, $55,500,00 and
$85,700,000.

At Sept. 27, 2008, the company's balance sheet showed total assets
of $504,108,000 and total liabilities of $577,091,000, resulting
in a shareholders' deficit of $72,983,000.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 9, 2009,
Moody's Investors Service downgraded Broder Bros., Co.'s corporate
family rating and probability of default rating to Caa3 from Caa1.
Moody's also lowered the rating on the company's senior unsecured
notes to Ca from Caa2.  The rating outlook remains negative.


CAROL NORRA: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Carol Ann Norra
        205 Reidland Road, #22
        Crosby, TX 77532

Bankruptcy Case No.: 08-38157

Chapter 11 Petition Date: December 29, 2008

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Margaret Maxwell McClure, Esq.
                  Attorney at Law
                  909 Fannin
                  Suite 3810
                  Houston, TX 77010
                  Tel: (713) 659-1333
                  Fax: (713) 658-0334
                  Email: mccluremar@aol.com

Total/Estimated Assets: not stated

Total/Estimated Debts: not stated

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

The petition was signed by Carol Ann Norra.


CHARYS HOLDING: To Send Plan to Creditors for Voting
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved on
Jan. 8, 2009, the adequacy of Charys Holding Company, Inc., and
its affiliated debtor, Crochet & Borel Services, Inc.'s modified
disclosure statement for the Debtors' First Amended Joint Plan of
Reorganization, dated Jan. 6, 2009.

Approval of the disclosure statement -- which has to contain
adequate information necessary for claim holders to make an
informed judgement as to whether to accept or reject the plan --
is a prerequisite for solicitation of votes on the plan.

The Debtors will mail the solicitation packages, which will
contain the Plan and the Disclosure Statement, to voting creditors
by no later than Jan. 16, 2009.

The confirmation hearing will be held at 11:00 a.m. (prevailing
Eastern Time) on Feb. 25, 2009.

Any objections to confirmation of the Amended Plan must be filed
so as to be received no later than 4:00 p.m. (prevailing Eastern
Time) on Feb. 10, 2009, by:

   (i) Clerk of the U.S. Bankruptcy Court
       for the District of Delaware
       824 Market Street, 3rd Floor,
       Wilmington, Delaware 19801

  (ii) Weil, Gotshal & Manages LLP
       Attn: Stephen Karotkin, Esq.
       767 Fifth Avenue, New York
       New York 10153

(iii) Richards, Layton & Finger, P.A.
       Attn: Mark D. Collins, Esq.
       One Rodney Square
       920 King Street, Wilmington
       Delaware 19801

(iv)  Office of the United States Trustee
       for the District of Delaware
       Attn: Mark Kenney, Esq.
       844 King Street, Suite 2207
       Lockbox 35, Wilmington
       Delaware 19801

   v)  Milbank, Tweed, Hadley & McCloy, LLP
       Attn: Matthew S. Barr, Esq.
       One Chase Manhattan Plaza, New York
       New York 10005

  vi)  Morris, Nichols, Arsht & Tunnell LLP
       Attn: Gregory W. Werkheiser, Esq.
       1201 North Market Street
       18th Floor, P.O. Box 1347
       Wilmington, Delaware 19899

Ballots will not be provided to the holders of Claims in Charys
Holding Class 1 (Other Priority Claims), Charys Holding Class 2
(Secured Tax Claims), Charys Holding Class 3 (Secured Working
Capital Facility Claims), Charys Holding Class 4 (Other Secured
Claims), C&B Class 1 (Other Priority Claims), and C&B Class 2
(Secured Tax Claims) because they are unimpaired and, therefore,
conclusively presumed to accept the Plan.  Ballots also will not
be provided to holders of Claims or Equity Interests in: Charys
Holding Class 9 (Subordinated Debt Claims), Charys Holding Class
10 (Securities Claims), Charys Holding Class 11 (Equity
Interests), C&B Class 4B (8.75% Senior Convertible Note Claims),
C&B Class 5 (Securities Claims), and C&B Class 6 (Equity
Interests) because they will retain and receive no property under
the Amended Plan and therefore, are deemed to reject the Amended
Plan.

As reported in the Troubled Company Reporter on Dec. 10, 2008,
Charys Holding Co. Inc. and debtor-affiliate Crochet & Borel
Services, Inc. filed their First Amended Joint Plan of
Reorganization and accompanying Disclosure Statement with the
Court on Dec. 8, 2008.

The Plan, Bankruptcy Law360 said, includes settlements with
bondholders and other individual creditors that will leave the
company with enough assets to pay back the bulk of the company's
other creditors.

The Disclosure Statement estimates that holders of Charys' 8.75%
Senior Convertible Notes will recover roughly 32.5% of their
claims and holders of general unsecured claims will
recover between 0% and 15% of their claims.

Charys filed for bankruptcy in February 2008 to implement certain
pre-negotiated agreements in principle with its largest creditors
that will reduce debt, rationalize its capital structure and
provide a platform for future profitability.  Prior to the
bankruptcy filing, Charys was engaged in substantive discussions
with its largest creditors and had reached an agreement in
principle with certain holders -- or managers of accounts that
hold -- roughly 62% of the approximately $201 million in principal
amount of its 8.75% Convertible Notes.  In a news statement on its
bankruptcy filing, Charys said the agreement in principle formed
the basis of a Chapter 11 plan under which, among other things,
(a) in excess of $160 million of the Convertible Notes would be
converted into a substantial majority of the common equity of the
reorganized company, and (b) existing subordinated debt and
existing equity interests in Charys each would be cancelled, and
the holders thereof would receive no distribution or
consideration.  Charys also reached agreements in principle to
eliminate over $72 million in debt obligations arising out of the
acquisition of its largest operating subsidiaries and to provide
for the continued critical leadership and other services by key
management within the organization.

A full-text copy of the Debtors' First Amended Joint Plan of
Reorganization, dated Dec. 8, 2008, is available for free at:

     http://bankrupt.com/misc/CharysHolding1stAmendedPlan.pdf

A full-text copy of the Debtors' Amended Disclosure Statement for
the Debtors' First Amended Joint Plan of Reorganization, dated
Jan. 6, 2008, is available for free at:

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

Headquartered in Atlanta, Georgia, Charys Holding Co., Inc. --
http://www.charys.com/-- provides remediation & reconstruction
and wireless communications & data infrastructure.  The company
and its affiliated debtor, Crochet & Borel Services, Inc., filed
for Chapter 11 protection on Feb. 14, 2008 (Bankr. Del. Lead Case
No. 08-10289).  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Lydia T. Protopapas, Esq., at Weil, Gotshal & Manges LLP,
represent the Debtors as counsel.  Chun I. Jang, Esq., Mark D.
Collins, Esq., and Paul N. Heath, Esq., at Richards, Layton &
Finger, P.A., represent the Debtors as Delaware counsel.  Matthew
S. Barr, Esq., at Milbank, Tweed, Hadley & McCloy, LLP represents
the Official Committee of Unsecured Creditors as counsel.  Chad A.
Fights, Esq., and Gregory W. Werkheiser, Esq., at Morris, Nichols,
Arsht & Tunnell, represent the Committee as Delaware counsel.
Chary's Holdings Co. Inc. reported total assets of $242.7 million
and total liabilities of $378.6 million in its operating report
for August 2008.


CHRYSLER LLC: Balks at Getrag Tipton Project Claims Protocol
------------------------------------------------------------
Getrag Transmission Manufacturing, LLC submitted to the U.S.
Bankruptcy Court for the Eastern District of Michigan proposed
procedures for resolving claims related to the construction of its
transmission plant in Tipton, Indiana.

Chrysler, LLC, and two other creditors object to certain
provisions in the proposed procedures, asserting which are either
inconsistent with the Bankruptcy Code, the Federal Rules of Civil
Procedure, or other federal law, and potentially prejudice
Chrysler's rights.  The two other creditors are General Interiors,
Inc. and Industrial Power Systems, Inc.

Before the Debtor's bankruptcy filing, its affiliate Getrag
Getriebe- und Zahnradfabrik Hermann Hagenmeyer GmbH & Cie KG and
Chrysler entered into project agreements, pursuant to which they
agreed to construct and operate the Tipton manufacturing facility.
The parties, however, were unable to obtain financing for the
construction of the plant.

Chrysler said that it consequently terminated the Project
Agreements based on the Getrag entities' failure to comply with
their contractual obligations with respect to obtaining financing
and their fraudulent representations concerning the availability
of financing.

The Debtor asserts that notwithstanding Chrysler's termination of
the Project Agreements notwithstanding, the automaker is obligated
to assume certain third-party contracts and satisfy debts
purportedly incurred by the Debtor and Getrag in connection with
the construction of the plant.  Chrysler disputes this, contending
that the Debtor and Getrag materially breached the Project
Agreements and defrauded Chrysler, and that Chrysler's termination
of the Project Agreements absolves it of any further performance
obligations.  Chrysler and the Debtor and Getrag are currently
litigating what, if any, remaining obligations Chrysler has under
the Project Agreements.

Several contractors and materialmen allege that they remain unpaid
and have filed liens to secure payment for work performed or
material supplied in connection with the Project.

Pre-petition, Walbridge Aldinger Company served as the general
contractor to Debtor to construct the Project.  Chrysler notes
that pursuant to the proposed procedures,

   -- The Debtor and Walbridge will be permitted to join any
      foreclosure action or even if the Debtor is not a party to
      that action.

   -- The Debtor will be permitted to remove any action to which
      it is a party and have it transferred to the Bankruptcy
      Court.

   -- The Debtor attempts to apply the stay to actions against
      Walbridge.

Chrysler raises these objections to the proposed procedures:

   A. The Bankruptcy Court does not have authority to order that
      the Debtor and/or Walbridge can join in any foreclosure
      proceeding or payment action without regard to federal And
      state rules regarding intervention.

   B. Any order should provide that Chrysler in not bound with
      respect to claims resolved in the Bankruptcy Court, because,
      among other things, Chrysler is not a party to the Debtor's
      bankruptcy proceeding nor is it in privity with the Debtor
      or Walbridge.

  C.  The Court cannot restrict Chrysler's right to challenge the
      removal of any foreclosure or Payment Action and to seek
      remand of and/or abstention with respect to any such removed
      action.

  D.  The automatic stay does not apply to Walbridge as it ios is
      not a debtor.

                  About GETRAG Transmission

Headquartered in Sterling Heights, Michigan, GETRAG Transmission
Manufacturing LLC -- http://www.getrag.de/-- designs and makes
dual clutch transmission its facility in Tipton, Indiana.  The
company filed for Chapter 11 relief on Nov. 17, 2008 (Bankr. E.D.
Mich. Case No. 08-68112).  Jayson Ruff, Esq., Jeffrey S. Grasi,
Esq., and Stephen M. Gross, Esq., at McDonald Hopkins represent
the Debtor as counsel.  When the Debtor filed for protection from
its creditors, it listed assets of $100 million to $500 million,
and debts of $500 million to $1 billion.

                     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: Union Wants Gov't to Name "Car Czar"
--------------------------------------------------
Neal E. Boudette at WSJ reports that United Auto Workers President
Ron Gettelfinger said on Monday that he would like the government
to appoint a "car czar" who "knows something about the auto
industry," and not a Wall Street expert, to supervise the
restructuring of General Motors Corp., Chrysler LLC, and Ford
Motor Corp.

According to WSJ, President-elect Barrack Obama would appoint a
car czar.

WSJ relates that an auto czar can force automakers, their banks,
creditors, suppliers, and the union to give concessions to put GM
and Chrysler back to profitability.  Ford Motor, according to the
report, is trying to end its losses, but said that it doesn't need
short-term help.

Chrysler must partner with another auto maker, WSJ says, citing
Mr. Gettelfinger.  "I don't know what Chrysler is going to look
like, but it is going to be viable.  I think Chrysler will be
here" in a year, 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.


CIRCUIT CITY: Gets Green Light to Auction Off Assets Today
----------------------------------------------------------
Circuit City Stores, Inc., won permission from the U.S. Bankruptcy
Court for the Eastern District of Virginia to sell its assets
through an auction.  According to Bloomberg News, Judge Kevin
Huennekens approved the Jan. 13 auction at a hearing on Friday.

Circuit City filed on January 5, 2009, a motion with the
Bankruptcy Court that seeks approval of procedures that would
formally put the company up for sale, as a going concern, as
separate business units or as individual assets -- including the
sale of inventory.

On Friday, the company provided an update on its restructuring.
The company said it was engaged in significant discussions,
meetings and negotiations with two highly motivated and interested
parties concerning the terms of a going concern transaction.
These interested parties are considering providing additional
financing to allow the company to sustain operations and move
forward with a subsequent restructuring through a stand-alone plan
or purchasing the company or all or substantially all of the
company's assets.  The parties have substantially completed due
diligence and now are in negotiations with the company and the
company's major stakeholders in order to finalize such a
transaction. While the company is optimistic that a transaction
can be successfully finalized, no assurance can be given that this
will occur.

The motion was originally filed under seal and was "unsealed," or
made public, by the Bankruptcy Court in connection with Friday's
hearing.  The company was required to file the motion pursuant to
an amendment to the company's debtor-in-possession credit
agreement, which was approved under seal by the Bankruptcy Court
on December 23, 2008.  The motion currently provides that an
auction of the company and its assets would commence January 13,
2009, and a sale hearing would occur on January 16, 2009.

Circuit City said its discussions with the interested parties
could result in a sale agreement, or the company and the lenders
could further amend the DIP agreement prior to the January 16,
2009 sale hearing.  If no agreement is approved with a party
interested in a going concern transaction by January 16, 2009, and
the auction does not result in a sale of the company's assets, the
motion provides that the company may enter into a transaction that
will result in an asset liquidation process commencing soon after
the sale hearing scheduled for January 16, 2009, absent any
further amendment to the DIP credit agreement deadlines.

             Restructuring and Operations Update

Circuit City Says it has continued to operate its business without
interruption, and management is focused on developing and
executing a comprehensive corporate restructuring plan. Initial
successes toward restructuring the company's business and
operations include the following:

    --  As planned, in the months of November and December, the
        company completed liquidation sales in and subsequently
        closed 155 domestic stores that were underperforming or
        were no longer a strategic fit for the company.

    --  The company has achieved significant selling, general and
        administrative expense reductions as it restructures it
        business to align operations with its smaller national
        store base and has implemented more stringent expense
        controls.

    --  The company has retained DJM Realty Services, Inc. to
        negotiate reduced rent for leased properties and to sell
        owned properties.

    --  The company's sales trends improved significantly during
        the last two weeks of December, and the combination of
        the improvement in sales and focus on gross margin has
        enabled the company to continue to operate well within
        the operating budget required by the amended DIP credit
        agreement.

                Major Shareholder May Present Bid

Ricardo Salinas Pliego, Mexico's fourth-richest man, may bid for
the retailer, Bloomberg reported, citing pokesman, Luis Nino de
Rivera.  Mr. Salinas, the owner of Mexican electronics retailer
Grupo Elektra SAB, has been reviewing Circuit City since November
to consider boosting his 28% stake in the chain, his spokesman
said.

On Nov. 19, Mr. Salinas reported that he had signed a
nondisclosure agreement with Circuit City to gain access to
information about the retailer, Bloomberg said.

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- is a specialty
retailer of consumer electronics, home office products,
entertainment software and related services.  The company has two
segments -- domestic and international.

Circuit City Stores, Inc. (NYSE: CC) together with 17 affiliates
filed a voluntary petition for reorganization relief under Chapter
11 of the Bankruptcy Code on November 10 (E.D. Virg. Lead Case
No.: 08-35653).  InterTAN Canada, Ltd., which runs Circuit City's
Canadian operations, also sought protection under the Companies'
Creditors Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.

The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of Aug. 31, 2008.

(Circuit City Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CIRCUIT CITY: InterTAN Unit Expects Bids for Assets by Monthend
---------------------------------------------------------------
InterTAN Canada Ltd., an indirect wholly owned subsidiary of U.S.-
based Circuit City Stores, Inc. (NYSE: CC), on Friday provided an
update on the restructuring process the company has followed since
it was granted creditor protection by the Ontario Superior Court
of Justice under the Companies' Creditors Arrangement Act on
November 10, 2008.

InterTAN has been working with NM Rothschild & Sons Canada Limited
to pursue a sale of the Canadian operations as a going concern.
In December, InterTAN received expressions of interest from
multiple qualified and credible bidders, and the Company expects
to receive formal proposals before the end of January.  The
Canadian sales process is separate and distinct from the sales
process announced Friday by Circuit City.

InterTAN also stated that retail sales over the holiday period
were above forecast and that the Canadian business remains strong.

                          About InterTAN

Based in Barrie, Ontario, InterTAN Canada Ltd. operates or
licenses 765 neighborhood electronics stores and dealer outlets
across Canada under the trade name, The Source by Circuit City.
These stores remain fully staffed and open for business.

InterTAN Canada and Tourmalet Corporation sought and obtained an
initial order from the Superior Court of Justice (Commercial List)
for the Province of Ontario, on November 10, 2008, granting them
protection from certain creditors under the Companies' Creditors
Arrangement Act, R.S.C. 1985, c. C-36, as amended.  Tourmalet is
an indirect, wholly owned subsidiary of Circuit City, and is a
non-operating holding company, whose sole asset is the preferred
stock of InterTAN Inc., the sole shareholder of InterTAN.

Alvarez & Marsal Canada ULC has been appointed as CCAA Monitor for
the Applicants' case.  Jay Carfagnini and Joseph Latham, Esq., at
Goodmans LLP, represent A&M.  Edward Sellers, Jeremy Dacks, and
Marc Wasserman, Esq., at Osler, Hoskin & Harcourt LLP, are the
Applicants' counsel.  NM Rothschild & Sons Canada Limited, has
been tapped as investment banking advisor, and FTI Consulting has
been engaged as financial advisor for the Applicants.

                       About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) is a specialty retailer of consumer electronics, home
office products, entertainment software and related services. The
company has two segments: domestic and international.  At December
31, 2008, Circuit City's domestic segment operated 567 stores in
153 U.S. media markets.  At December 31, 2008, the international
segment operated through approximately 765 retail stores and
dealer outlets in Canada. Circuit City also operates Web sites at
http://www.circuitcity.com/, http://www.thesource.ca/, and
http://www.firedog.com/

Circuit City Stores, Inc. (NYSE: CC) together with 17 affiliates
filed a voluntary petition for reorganization relief under Chapter
11 of the Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead
Case No. 08-35653).  InterTAN Canada, Ltd., which runs Circuit
City's Canadian operations, also sought protection under the
Companies' Creditors Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel. Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc. and Rotschild Inc. as
financial advisors. The Debtors' Canadian general restructuring
counsel is Osler, Hoskin & Harcourt LLP. Kurtzman Carson
Consultants LLC is the Debtors' claims and voting agent.

The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of Aug. 31, 2008.  (Circuit City Bankruptcy
News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CITIGROUP INC: Supports Changes to Mortgage Terms in Bankruptcy
---------------------------------------------------------------
The National Association of Consumer Bankruptcy Attorneys, Center
for Responsible Lending, National Consumer Law Center (on behalf
of its low-income clients), Consumer Federation of America and
Leadership Conference on Civil Rights, in a joint statement,
welcomed Citigroup Inc.'s move to support mortgage modification in
bankruptcy.

The Consumer groups said, "We welcome the support of Citigroup,
one of the nation's largest mortgage lenders, for responsible and
urgently needed legislation that would help stem America's grave
home foreclosure crisis by allowing judges to modify mortgages in
bankruptcy.  It is painfully clear that the continuing, and indeed
worsening, foreclosure crisis is perhaps the single largest
impediment to economic recovery.  It is encouraging to see a major
financial industry player and Congress working together to do what
is most effective to keep Americans in their homes and to get this
economy back on its feet.

Bankruptcy Law360 reports that Sen. Richard Durbin, D-Ill., said
during a news conference Thursday that democratic lawmakers have
reached an agreement with Citigroup over proposed legislation to
change the Bankruptcy Code to allow courts to alter the terms of
mortgages.  Lawmkers called it "breakthrough" deal that will help
reduce foreclosures, the report adds.

The Consumer groups said, "We commend the efforts of Senators
Durbin, Schumer and Dodd and Representatives Conyers and Miller,
for reaching this agreement with Citigroup.  This major
breakthrough should alleviate any concerns about including this
legislation in the economic recovery package now being developed
by the incoming Obama administration and Congress.  Now that a
compromise is in hand, the time for action is now.  We cannot
afford to have the mortgage foreclosure crisis go on one day
longer than is necessary as a millstone around the neck of our
struggling economy.

"We encourage the new Congress and the incoming Obama
Administration to close ranks behind this compromise approach by
taking action now."


CONSTAR INTL: Organizational Meeting to Form Panel on Jan. 14
-------------------------------------------------------------
Roberta A. DeAngelis, the acting United States Trustee for
Region 3, will hold an organizational meeting in the Chapter 11
cases of Constar International and its debtor-affiliates on
January 14, 2009 at 2:00 p.m. at J. Caleb Boggs Federal Building,
844 King Street, Room 5209, in Wilmington, Delaware.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting,
and provide background information regarding the bankruptcy
cases.

                  About Constar International

Philadelphia-based Constar International Inc. (NASDAQ: CNST) --
http://www.constar.net/-- produces polyethylene terephthalate
plastic containers for food, soft drinks and water.  The company
provides full-service packaging services.  The company and five of
its debtor-affiliates filed separate petitions for Chapter 11
relief on Dec. 30, 2008 (Bankr. D. Del. Lead Case No. 08-13432).
Andrew N. Goldman, Esq., and Eric R. Markus, Esq., at Wilmer
Cutler Pickering Hale and Dorr LLP are the Debtors' proposed
counsel.  Neil B. Glassman, Esq., and Jamie Edmonson, Esq., at
Bayard, P.A., are Debtors' proposed Delaware counsel.  The Debtors
selected Greenhill & Co., LLC as their financial advisor and
investment banker.  On Dec. 31, 2008, the Court approved the
employment of Epiq Bankruptcy Solutions, LLC as the Debtors'
claims, noticing and balloting agent.  In its petition, Constar
International, Inc. listed total assets of $420,000,000 and total
debts of $538,000,000 as at Nov. 30, 2008.

The Debtors filed a Joint Chapter 11 Plan of Reorganization and a
Disclosure Statement explaining that Plan together with their
bankruptcy petitions.  The Debtors expect to emerge from Chapter
11 as early as Feb. 28, 2009, or at the latest, by March 30, 2009.
On the Petition Date, the Debtors promptly requested that the U.S.
Bankruptcy Court for the District of Delaware set a hearing date
to approve the Disclosure Statement explaining their Joint Chapter
11 Plan of Reorganization and to confirm the Plan.  If the Plan is
confirmed, the Effective date of the Plan is projected to be
approximately 10 days after the date the Court enters the
Confirmation order.


CORPUS CHRISTI: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Corpus Christi Management, LLC
        102 E. Water St.
        Santa Fe, NM 87501-2145

Bankruptcy Case No.: 09-10004

Chapter 11 Petition Date: January 2, 2009

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: James S. Starzynski

Debtor's Counsel: Gary B. Ottinger, Esq.
                  P.O. Box 1782
                  Albuquerque, NM 87103-1782
                  Tel.: (505) 246-8699
                  Fax : (505) 246-9104
                  Email: gboecfiles@qwestoffice.net

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

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

A full-text copy of the Debtor's petition, including a list of its
largest unsecured creditors, is available at no charge at:

              http://bankrupt.com/misc/nmb09-10004.pdf

The petition was signed by Paula McDonald.


CSC HOLDINGS: S&P Affirms 'BB ' Rating on $844 Mil. Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB'
rating on CSC Holdings Inc.'s $844 million 8-1/2 senior notes due
2014, which were upsized from the initially rated $500 million
issue.  The '3' recovery rating on the notes remains unchanged and
indicates the expectation for meaningful (50%-70%) recovery of
principal in the event of payment default.  At the same time, S&P
affirmed all ratings on CSC Holdings' parent Cablevision Systems
Corp., including its `BB' corporate credit rating.  The outlook is
negative.  Bethpage, New York-based Cablevision is a major cable
operator in the New York metropolitan area.

The notes will be sold under Rule 144A and the company will be
required to file a future exchange offer registration under
certain conditions.  The notes were sold at a discount to yield
11.375%.  Net proceeds of about $732 million from the notes, which
includes the discount and expenses of $18 million, plus
$200 million of borrowings under a subsidiary bank credit
facility, will be used to refinance a $500 million April maturity
and to bolster cash.  Total reported debt was about $12 billion at
Sept. 30, 2008.

"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."


DALI ANN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Dali Ann Ogden
        3435 Habersham Rd., NW
        Atlanta, GA 30305

Bankruptcy Case No.: 09-60427

Chapter 11 Petition Date: January 5, 2009

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Edward F. Danowitz, Jr., Esq.
                  Danowitz & Associates, P.C.
                  300 Galleria Parkway, NW, Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 933-0960
                  Email: edanowitz@danowitzlegal.com

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

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

A full-text copy of the Debtor's petition, including a list of its
largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/ganb09-60427.pdf

The petition was signed by Dali Ann Ogden.


DAMARK INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Damark Investments, LP
        436 South Hamilton Ct.
        Gilbert, AZ 85233

Bankruptcy Case No.: 08-18826

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Southwest Charter Lines, Inc.                      08-06252

Type of Business: Single Asset Real Estate

Chapter 11 Petition Date: December 29, 2008

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: James M. Marlar

Debtor's Counsel: Donald W. Powell, Esq.
                  Carmichael & Powell, P.C.
                  7301 n. 16th st., #103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296
                  Email: d.powell@cplawfirm.com

Total Assets: $2,200,250.00

Total Debts: $1,933,850.00

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

            http://bankrupt.com/misc/azb08-18826.pdf

The petition was signed by Mark Pike, Authorized Agent of the
company.


DEER CREST: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Deer Crest Lodge 42, LLC
        5911 South Fashion Blvd Ste 200
        Salt Lake City, UT 84107

Bankruptcy Case No.: 08-29201

Debtor-affiliate filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
East Linda of Edgewater 227, LLC                   ________

Chapter 11 Petition Date: December 30, 2008

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Judith A. Boulden

Debtor's Counsel: David W. Steffensen, Esq.
                  448 East 6400 South
                  Suite 450
                  Salt Lake City, UT 84107
                  Tel. (801) 263-1122

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

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

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

            http://bankrupt.com/misc/utb08-29201.pdf

The petition was signed by Kent A. Hoggan, Manager of the company.


DOLLAR THRIFTY: Gives Year-End Update, Sees $210MM Excess Cash
--------------------------------------------------------------
Dollar Thrifty Automotive Group, Inc., said Tuesday that, based on
preliminary estimated results, it ended the year with an
unrestricted cash balance in excess of $210 million, approximately
the same balance the Company reported on September 30, 2008.
During the fourth quarter, operating losses and changes in working
capital were offset by the benefit of a $100 million cash dividend
from the Company's vehicle finance subsidiary that was paid in
November 2008.

"These are uncertain times in the overall economy and particularly
in the automobile and travel industries.  Ending the quarter with
estimated unrestricted cash of over $210 million and tangible net
worth provides us with financial capacity to continue to execute
our strategic plans over the coming months as we, and the entire
rental car industry, deal with a less robust overall economy and a
difficult used vehicle market," said Scott L. Thompson, President
and Chief Executive Officer.

Consistent with its previously disclosed outlook, the company
estimates that it will incur a fourth quarter non-GAAP pre-tax
loss significantly in excess of the prior year's fourth quarter
loss, resulting in a non-GAAP pre- tax loss for the year.

"As anticipated, the fourth quarter was extremely challenging due
to current economic conditions.  Based on preliminary data, our
results were negatively impacted in the areas of utilization, rate
per day and vehicle depreciation costs.  Although we will end the
quarter with a loss, our results were in line with expectations.
The management team's focus is cash flow and we have made good
progress in that area while also reducing our overall cost
structure to position the Company for the anticipated challenges
of 2009," said Mr. Thompson.

The data relating to year-end results are preliminary estimates
based on information available at that time.  The company will
release its fourth quarter and full year results in February 2009.

             About Dollar Thrifty Automotive Group

Dollar Thrifty Automotive Group, Inc. -- http://www.dtag.com-- is
a Fortune 1000 Company headquartered in Tulsa, Oklahoma.  Driven
by the mission "Value Every Time," the Company's brands, Dollar
Rent A Car and Thrifty Car Rental, serve travelers in
approximately 70 countries.  Dollar and Thrifty have over 800
corporate and franchised locations in the United States and
Canada, operating in virtually all of the top U.S. and Canadian
airport markets.  The Company's approximately 7,000 employees are
located mainly in North America, but global service capabilities
exist through an expanding international franchise network.

                          *     *     *

As reported by the Troubled Company Reporter on December 29, 2008,
Moody's Investors Service lowered Dollar Thrifty Automotive Group,
Inc.'s Corporate Family Rating to Caa3 from B3 and Probability of
Default Rating to Caa2 from B3.  The outlook is negative and the
Speculative Grade Liquidity rating remains SGL-4.  The downgrade,
Moody's said, reflects the severe downturn in the on-airport car
rental sector, and the very challenged financial and operating
position of Dollar's principal vehicle supplier, Chrysler
Automotive LLC.  Dollar sources over 80% of its vehicles from
Chrysler.


DRIFTWOOD VENTURES: Posts $4.2MM Net Loss in Qtr. Ended Sept. 30
----------------------------------------------------------------
Driftwood Ventures, Inc., posted a net loss of $4,221,000 for the
three months ended September 30, 2008, compared with a net loss of
$1,134,000 for the same period a year earlier.

In a regulatory filing dated November 19, 2008, Robert Ellin,
president and chief executive officer, and Charles Bentz, chief
financial officer, disclosed that the company incurred a loss from
continuing operations of $9.6 million for the nine months ended
September 30, 2008, and a net loss of $1.2 million from continuing
operations for the period from March 23, 2007, to September 30,
2007.  "Our principal source of cash is from sales of our debt and
equity securities and the use of our purchase order financing and
factor arrangements. Net cash used in operating activities for the
first nine months of 2008 was $20.8 million and for the period
from March 23, 2007, to September 30, 2007 was $1.4 million."

"The company has incurred losses since inception, resulting in an
accumulated deficit of approximately $22.9 million and a working
capital deficiency of approximately $2.3 million at September 30,
2008.  For the nine months ended September 30, 2008, the company
generated negative cash flows from operations of approximately
$20.8 million.  Further losses are anticipated in the development
of its business raising substantial doubt about the company's
ability to continue as a going concern.  Its ability to continue
as a going concern is dependent upon the ability of the company to
generate cash flow from operations sufficient to maintain its
daily business activities as well as acquiring financing from
outside sources through the sale of equity or debt instruments.
While management has plans to seek financing through additional
sales of such instruments, there is no assurance that such
financing can be obtained."

As of September 30, 2008, the company's balance sheet showed total
assets of $65,009,000, total liabilities of $36,466,000 and total
stockholders' equity of $28,543,000.

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?37d2

                    About Driftwood Ventures

Driftwood Ventures, Inc., was engaged in acquiring and exploring
mineral properties until September 30, 2007, when this activity
was abandoned, and the company had been inactive until July 7,
2008 when Driftwood entered into an Agreement and Plan of Merger
with DFTW Merger Sub, Inc., a Delaware corporation and a wholly-
owned subsidiary of Driftwood, Zoo Games, Inc., and a stockholder
representative, pursuant to which Merger Sub would merge with and
into Zoo Games, with Zoo Games as the surviving corporation
through an exchange of common stock of Zoo Games for common stock
of Driftwood.

On September 12, 2008, Driftwood, Merger Sub, Zoo Games and the
Stockholder Representative entered into an Amendment to the Merger
Agreement.  Zoo Games is treated as the acquirer for accounting
purposes in the reverse merger. Zoo Games, Inc. is a New York
City-based developer, publisher and distributor of interactive
entertainment software for use on all major platforms including
Nintendo's Wii and DS, Sony's PSP and PlayStation 3, Microsoft's
Xbox 360, and personal computers.  Zoo Games sells primarily to
major retail chains and video game distributors.


EARLY CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Early Construction Company, Inc.
        37917 La. Highway 16
        Denham Springs, LA 70706

Bankruptcy Case No.: 08-11756

Chapter 11 Petition Date: December 30, 2008

Court: United States Bankruptcy Court
       Middle District of Louisiana

Judge: Douglas D. Dodd

Debtor's Counsel: William E. Steffes, Esq.
                  Steffes, Vingiello & McKenzie, LLC
                  13702 Coursey Blvd.
                  Building 3Baton Rouge, LA 70817
                  Tel: (225) 751-1751

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

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

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

            http://bankrupt.com/misc/lomb08-11756.pdf

The petition was signed by John Easterly, the company's president.


EARTH SEARCH: Sept. 30 Balance Sheet Upside Down by $17.5 Million
-----------------------------------------------------------------
Earth Search Sciences, Inc.'s balance sheet as of September 30,
2008, showed total assets of $1,060,983 and total liabilities of
$18,614,163, resulting in total stockholders' deficit of
$17,553,180.

For the three months ended September 30, 2008, the company posted
a net loss $6,589,617 compared with a net loss of $1,445,734 for
the same period a year earlier.

In a regulatory filing dated November 19, 2008, Luis F. Lugo,
principal executive officer, and Charles Bridge, principal
accounting officer, disclosed that the company incurred a net loss
of $7,010,864 for the six months ended September 30, 2008 and had
an accumulated deficit of $70,352,641 and a working capital
deficit of $16,984,590 as of the same period.  "These conditions
raise substantial doubt as to ESSI's ability to continue as a
going concern.  Management is trying to raise additional capital
through sales of stock and or loans to the company.  The financial
statements do not include any adjustments that might be necessary
if ESSI is unable to continue as a going concern."

"We are experiencing working capital deficiencies because of
operating losses.  We have operated with funds received from the
sale of common stock, the issuance of notes and limited operating
revenue.  Our ability to continue as a going concern is dependent
upon continued debt or equity financings until or unless we are
able to generate cash flows to sustain ongoing operations.  We
plan to increase the number of revenue producing services through
the development of our oil shale extraction technology and the use
of additional hyperspectral instruments and thereby continue as a
going concern.  There can be no assurance that we can generate
sufficient operating cash flows or raise the necessary funds 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?37dc

                   About Earth Search Sciences

Earth Search Sciences, Inc., has five wholly owned subsidiaries:
Skywatch Exploration, Inc., Polyspectrum Imaging, Inc., Geoprobe,
Inc., STDC, Inc and General Synfuels International (GSI).  The
company did not generate any revenue during fiscal year 2008, has
no current business operations and is currently focused on two
potential business ventures: (1) develop and employ technology in
the extraction of oil and gas from oil shale, and (2) develop,
package and deliver, through the application of its hyperspectral
remote sensing solutions, applications and associated
technologies, superior airborne mapping products and services.


ENTHEOS TECHNOLOGIES: Posts $111,797 Loss in 3rdQ of 2008
---------------------------------------------------------
Entheos Technologies, Inc., posted a net loss of $111,797 for the
three months ended September 30, 2008, compared with a net loss of
$4,427 for the same period a year earlier.

In a regulatory filing dated November 14, 2008, Derek Cooper,
director, president, and chief executive officer, and Frank Fabio,
chief financial officer and secretary, disclosed that the company
has incurred net operating losses since inception.  "The company
faces different types of risks, including under capitalization and
uncertainty of funding sources, high initial expenditure levels,
uncertain revenue streams, and difficulties in managing growth.
The company's recurring losses raise substantial doubt about its
ability to continue as a going concern.  The company expects to
incur losses from its business operations and will require
additional funding during 2011.  The future of the company
hereafter will depend in large part on the company's ability to
successfully raise capital from external sources to pay for
planned expenditures and to fund operations."

"To meet these objectives, the company completed a private
placement for gross proceeds of $3,200,000 on July 28, 2008.
Management believes that its current and future plans enable it to
continue operations through December 31, 2009."

As of September 30, 2008, the company's balance sheet showed total
assets of $3,140,083, total liabilities of $9,643 and total
stockholders' equity of $3,130,440.

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?37c3

                    About Entheos Technologies

Entheos Technologies, Inc., is a small independent oil and gas
production company with a focus on non-operating, small working
interest participation in producing and the re-development and
recompletion of oil and gas wells.


EPICEPT CORP: Shelves Drug Discovery Operations & Cuts Workforce
----------------------------------------------------------------
EpiCept Corporation (Nasdaq and OMX Nordic Exchange: EPCT) said it
is discontinuing all drug discovery activities and implementing an
approximate 65% reduction in its workforce.  EpiCept will direct
its resources toward the registration of Ceplene(R) in North
America and clinical development programs.  When complete, these
actions are expected to reduce annual expenses by at least $5.5
million.

"This is a difficult decision and is largely attributable to the
current financing environment, but in taking these actions we will
help ensure that EpiCept has the resources to execute our
development strategies for our most advanced opportunities,"
stated Jack Talley, President and Chief Executive Officer of
EpiCept.  "We are currently focused on partnering Ceplene(R) in
Europe and pursuing regulatory approval of Ceplene in the U.S. and
Canada. In addition, we look forward to advancing our other drug
candidates through key clinical trials, such as our Phase 1b
development program for EPC 2407 in patients with advanced solid
tumors and lymphomas."

Under the workforce reduction plan, most of the affected positions
will be eliminated immediately and the remainder will be
eliminated over the next three to six months.  The Company expects
to incur a one-time charge during the first quarter of 2009 of
approximately $2.5 million in connection with the closing of the
San Diego facility.  EpiCept plans to offer the proprietary ASAP
drug discovery technology for sale or partnering to an interested
party.  Mr. Talley continued, "We greatly appreciate the
dedication and significant contributions of the employees affected
by this decision, particularly those who were with Maxim during
the initial development of Ceplene."

                       About EpiCept Corp.

Based in Tarrytown, New York, EpiCept Corporation (Nasdaq and OMX
Nordic Exchange: 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.


FELDMAN LUBERT: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: Feldman Lubert Adler Harrisburg, LP
                c/o Feldman Mall Properties Inc
                1010 Northern Boulevard, Suite 314
                Great Neck, NY 11021

Case Number: 08-04825

Involuntary Petition Date: December 30, 2008

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Petitioner's Counsel: William H Dayton, Jr., Esq.
                      Mosebach, Funt, Dayton and Duckworth, PC
                      Gateway Professional Center
                      2045 Westgate Dr Ste 404
                      Bethlehem, PA 18017
                      Tel: (610) 882-9800


   Petitioner              Nature of Claim     Claim Amount
   ----------              ---------------     ------------
Alexander Building         Judgment Claim       $3,184,332
Construction Co.
c/o Richard J. Seitz
315 Vaughn Street
Harrisburg, PA 17110


FIRSTFED FINANCIAL: Offers to Buy Back Notes for 1/3 of Value
-------------------------------------------------------------
FirstFed Financial Corp. has commenced a cash tender offer to
purchase any and all of these senior debt securities up to
$150 million in aggregate principal amount:

   -- Fixed/Floating Rate Senior Debt Debentures due June 15, 2015
      (CUSIP No. 3379079Z4),

   -- Fixed/Floating Rate Senior Debt Debentures due March 15,
      2016 (CUSIP No. 337907AB5), and

   -- Fixed/Floating Rate Senior Debt Debentures due June 15, 2017
      (CUSIP No. 337907AC3)

The company's offer to purchase the notes will expire at 5:00
p.m., Eastern Standard Time, on Thursday, January 15, 2009 (such
time, as may be extended or earlier terminated).  The total
consideration payable for each $1,000 principal amount of the
notes accepted for payment is $333.33.  The company intends to
finance the purchase of the notes from available cash, which may
include proceeds from capital raising transactions.

The company reserves the right to terminate the offer prior to the
Expiration Time (including if fewer than all of the notes are
properly tendered and not properly withdrawn), to waive on or
prior to the Expiration Time any and all conditions, extend the
offer and delay the Expiration Time, and to amend the terms of the
offer.  Full details of the terms and conditions of the offer are
included in the company's Offer to Purchase dated December 26,
2008, and the related letter of transmittal.

Holders are urged to read the Offer to Purchase Persons dated
December 26, 2008, and the related letter of transmittal
carefully.  Holders with questions regarding the offer or requests
for documents should contact:

   James P. Giraldin
   President and Chief Operating Officer
   FirstFed Financial Corp.
   Tel: (310) 302-1713

                  About FirstFed Financial Corp.

FirstFed Financial Corp. -- http://www.firstfedca.com/-- is a
savings and loan holding company.  The company owns and operates
First Federal Bank of California, a federally chartered savings
association.  The company's principal executive offices are
located at 12555 W. Jefferson Boulevard, Los Angeles, California
90066, and its telephone number is (310) 302-5600.


FIRSTFLIGHT INC: Posts $920,000 Net Loss in Qrtr. Ended Sept. 30
----------------------------------------------------------------
FirstFlight, Inc.'s revenue for the three months ended
September 30, 2008, was $10.1 million compared with revenue of
$12.0 million for the three months ended September 30, 2007, a
15.5% decrease.  The decrease in revenue was largely the result of
weaker revenue performance from the company's charter segment, the
largest of its three reporting segments, offset by increases in
revenue from the company's Fixed Base Operations and Maintenance
revenue.  General economic conditions led to decreased demand for
charter travel, and thus, lower revenue in that business segment.
The company benefited from higher fuel costs and higher average
retail prices in its FBO segment.  Increased activity in its
Maintenance segment resulted in another quarter of solid revenue
increases for that business.

Net loss for the three months ended September 30, 2008, was
approximately $920,000 as compared to net income of approximately
$180,000 in the three months ended September 30, 2007.  The costs
associated with the company's acquisition of New World Jet
Corporation as well as infrastructure items are expected to
deliver long-term value for the company, but created pressure on
bottom-line performance in the three months ended September 30,
2008.

"Results for the third quarter were significantly short of our
expectations," John Dow, President and CEO of FirstFlight said in
a press release dated November 19, 2008.

As of Sept. 30, 2008, the company had cash and cash equivalents of
$919,407 and working capital of $97,766.  The company generated
revenue of $36,637,661 and net loss of $804,817 for the nine
months ended September 30, 2008.  For the nine months ended
September 30, 2008, net cash used in operating activities was
$1,058,842, net cash used in investing activities was $309,165 and
net cash used in financing activities was $112,738.

As a result of the company's expansion into the U.S. West Coast,
additional losses incurred the charter segment during the third
quarter were approximately $150,000.  These start-up expenses
resulted in the addition of one large cabin managed aircraft and
management believes that this investment will provide positive
results in the next few quarters.

On September 26, 2008, the company completed a revolving line of
credit agreement with Five Star Bank.  The Credit Facility
provides the company with a $1,000,000 revolving line of credit
with the Bank.  The Credit Facility is secured by all of the
company's assets.  As of November 19, 2008, the company's
borrowing under this facility totaled $700,000.

"The company anticipates that it may need additional funds to meet
operations, capital expenditures, existing commitments and
scheduled payments on outstanding indebtedness for the next
twelve-month period.  In the event that the company can not raise
additional funds or operations continue to decline, it may be
unable to satisfy its obligations as they become due.  If the
company were unable to repay the amounts under the Credit
Facility, the Bank could proceed against the security granted to
them to secure that indebtedness.  The company's assets may not be
sufficient to repay in full the indebtedness under the Credit
Facility.  If the company is unable to timely secure additional
capital or to enter into an alternative business combination
transaction the Bank may accelerate the company's indebtedness, in
which case the company would may be unable to pay all of its
liabilities and obligations when due," Vice Chairman Ronald J.
Ricciardi disclosed in a regulatory filing dated November 18,
2008.

"These conditions raise substantial doubt about the company's
ability to continue as a going concern."

"The company is continuing its evaluation of financial and
strategic alternatives, which may include a recapitalization,
refinancing, restructuring or reorganization of its obligations or
a sale of some or all of its businesses.  The company and its
advisors are actively working toward one or more such transactions
that would address the decline in operating results and the
company's capital structure, including its outstanding
indebtedness.  The company cannot assure a successful undertaking
in any such alternatives in the near term."

As of September 30, 2008, the company's balance sheet showed total
assets of $13,348,988, total liabilities of $7,167,395 and total
stockholders' equity of $6,181,593.

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?37cb

                            Departures

Keith P. Bleier resigned as the company's senior vice president
and chief financial officer effective as of the close of business
on December 31, 2008.

On January 5, 2009, William R. Colaianni resigned from the Board
of Directors. Mr. Colaianni's resignation was not a result of any
disagreement between him and the company.

                        About FirstFlight

FirstFlight, Inc. -- http://www.fflt.com/-- is an aviation
services company.  The company's operations are conducted in three
core segments: aircraft charter management activities, fixed based
operations, and aircraft maintenance.  Charter management is the
business of providing on-call passenger air transportation.  FBO
provides services such as fueling and hangaring for private and
general aviation aircraft operators.  The company's aircraft
maintenance business is conducted at its FAA-certificated
facilities.


FLYING J: Watchdog Seeks Probe on Shell's Attempt to Close Plant
----------------------------------------------------------------
Consumer Watchdog has called for an investigation of a possible
attempt by Shell Oil to shut down a Bakersfield refinery that is
crucial to California's supply of diesel and gasoline, in a letter
to Senator Barbara Boxer, California Attorney General Jerry Brown
and Treasurer Bill Lockyer.  Shell appears to be "unilaterally
shutting down pipelines to the refinery," the group writes, which
would lead to higher pump prices, particularly in the West.

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

   http://www.consumerwatchdog.org/resources/BigWestLetter.pdf

Leaders of the United Steel Workers local at the Big West
refinery, owned by truckstop operator Flying J, charged Shell with
"trying to shut down our plant" by shutting off pipelines and
demanding payment 30 days in advance.  The union memo to members
said Shell had refused an offer of eight days' advance payment.

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

   http://www.consumerwatchdog.org/resources/BigWestUpdate.pdf

The refinery's parent company, Flying J, filed for bankruptcy in
December but continues to operate its business.

"This appears to be a blatant attempt by Shell to shut down the
refinery, which it tried and failed to do in 2005 when it owned
the plant," said Jamie Court, president of the nonprofit Consumer
Watchdog, which helped prevent the closure. "Shell aimed then to
raise pump prices by restricting refinery output in California,
and closing the Bakersfield refinery would have the same result
now."

In its letter to California officials, Consumer Watchdog wrote:

"We write to warn you of the alarming possibility that the Big
West refinery in Bakersfield, which supplies 6% of diesel fuel and
2% of gasoline in California, may shut down for good.  We urge you
to launch an immediate investigation into whether Shell and
possibly others are trying to artificially short the gasoline
market and raise prices by refusing to make crude available to Big
West, unilaterally shutting down pipelines to the refinery.

"As you know, the refinery's owner, Flying J, is in Chapter 11
bankruptcy.  The company is still operating its truck stops and a
refinery in Utah. Big West, in Bakersfield, is largely not
operating and shows no sign of emerging from a '10-day maintenance
shutdown' that the company announced Dec. 30.

"You will recall that your offices and ours prevented Shell Oil
from shuttering this medium-sized refinery (68,000 barrels a day
capacity) in 2005.  You helped prove that, unlike Shell's
assertions, the plant was profitable and that a ready supply of
crude petroleum was available to it.  Internal Shell Oil documents
showed the company publicly misrepresented the conditions at the
refinery in what appeared to be an effort to reduce California's
already anemic refining capacity and spike fuel prices."

Efforts by Ms. Boxer and Mr. Lockyer in 2005 ultimately pressured
Shell into selling the refinery to Flying J, whose plans to
upgrade and expand the refinery were approved shortly before the
company's declaration of Chapter 11 bankruptcy Dec. 22.  The
company has continued to operate its truck stop network and
another refinery in Utah, its corporate headquarters, without
interruption since the company filed for bankruptcy protection.

The United Steelworkers memo, sent yesterday to union members,
attributed its claims to the plant's managers and included:

   "1. The Refinery is out of Crude oil.

   "2. Shell Oil owns the Crude oil pipelines into the plant and
       the Gas Oil pipeline out of the plant.

   "3. Shell oil has shutdown our Crude oil pipelines coming into
       the plant and the Gas Oil pipeline out of the plant.

   "4. Big West Oil has offered Shell 8 day's pre payment for
       crude oil, but Shell has refused.

   "5. Shell Oil and Exxon/Mobil want 30 days pre payment for
       our Crude oil supply. This comes to about 40 million
       dollars."

The entire memo can be downloaded at:

   http://www.consumerwatchdog.org/resources/BigWestUpdate.pdf

The memo goes on to say that other, independent producers
including Berry Petroleum are willing to sell crude oil to the
plant, but can't do so without access to the Shell-owned crude
pipeline.  The "gas oil pipeline" carries a heavy fuel product
that is essentially a byproduct of the refinery out of the plant
to other refineries that can process it into usable fuels.  The
plant cannot operate unless pipelines both in and out are running.
The nonprofit, nonpartisan Consumer Watchdog has called for
stricter oversight and regulation of oil companies and refiners,
to prevent any manipulations of supply in an industry that is
concentrated and uncompetitive.

"What's going on in Bakersfield is the free market at its most
savage, without regard to the consequences for the people of
California and the country," said Judy Dugan, research director of
Consumer Watchdog.  "In 2000, Enron and friends all but cut off
California's electricity supply because of a lack of regulation.
This refinery battle is more evidence that state and federal
governments must take a stronger hand in how these critical
industries are run."

The Consumer Watchdog letter to Ms. Boxer, Mr. Brown and Mr.
Lockyer concludes: "We ask your aid in determining what is going
on at the plant and acting to avert a permanent shutdown."

On the Net: http://www.consumerwatchdog.organd
http://www.oilwatchdog.org

                          About Flying J

Based in Ogden, Utah, Flying J Inc. -- http://www.flyingj.com--
operates an oil company with operations in the field of
exploration and refining of petroleum products.  Flying J also
engages in online banking, card processing truck and trailer
leasing, and payroll services.  Flying J also operates about 200
travel plazas in 41 states and six Canadian provinces.  The
company and six of its affiliates filed for Chapter 11 protection
on Dec. 22, 2008 (Bankr. D. Del. Lead Case No. 08-13384).
Kirkland & Ellis LLP represents the Debtors' in their
restructuring efforts and Young, Conaway, Stargatt & Taylor
LLP represent the Debtors as their Delaware Counsel.  The Debtors
proposed The Blackstone Group LP as financial advisor and Epiq
Bankruptcy Solutions LLC as claims agent.  When the Debtors filed
for protection from its creditors, they listed assets more than
$1 billion and debts between $100 million to $500 million.


FOOTSTAR INC: Kmart Agreement Expires; Names Board Chair as CEO
---------------------------------------------------------------
Footstar, Inc., provided updates on its previously announced wind-
down of its business.  Among other things, the company appointed a
new CEO, and announced distributions to shareholders.

The company said that on January 1, 2009, Jon Couchman assumed the
role of chief executive officer and president, while retaining his
position as chairman of the board.  He succeeds Jeff Shepard,
whose employment agreement with Footstar terminated on December
31, 2008.

Mr. Couchman stated, "The Board of Directors of Footstar thanks
Jeff for his 14 years of dedication and service to the company,
its employees and shareholders, and we wish him all the best in
the future.  I look forward to continuing my involvement with
Footstar in this expanded role as we move ahead with the wind-down
of the business."

Consistent with the Plan of Liquidation adopted by the Footstar
Board on May 9, 2008, Footstar is proceeding with its liquidation
and dissolution, following the expiration of its agreement with
Kmart on December 31, 2008, under which it has operated the
footwear departments in Kmart stores.  Kmart has agreed to
purchase the inventory that was in these Kmart footwear
departments as of December 31, 2008.

On Friday, Footstar announced a $1 per share cash distribution,
payment of which is contingent on receipt of amounts due from
Kmart for the inventory.  The distribution would be paid to
shareholders of record at the close of business on January 20,
2009.  The distribution is scheduled to be paid on January 27,
2009, assuming receipt of amounts due from Kmart -- and could be
delayed or rescheduled in the event such amounts are not timely
received.  Including the distribution, since March 27, 2007, the
company has declared cumulative distributions to shareholders of
$7 per share.

The distribution is expected to be treated as a return of capital
for tax reporting purposes, but shareholders will receive further
information on Form 1099 after the end of 2009 and are encouraged
to consult with their own tax advisors regarding the tax treatment
of the distribution.  Under NASDAQ rules, it is anticipated that
Footstar's stock will trade ex dividend the day after the payment
of the dividend.  The Company is continuing to prepare for the
wind-down of its business and for the submission of a plan of
dissolution to the company's stockholders.

Based in West Nyack, New York, Footstar Inc. --
http://www.footstar.com/-- sold family and athletic footwear.  As
of August 28, 2004, the company operated 2,373 Meldisco licensed
footwear departments nationwide in Kmart, Rite Aid and Federated
Department Stores.  The company also distributed its own Thom McAn
brand of quality leather footwear through Kmart, Wal-Mart and Shoe
Zone stores.

The company and its debtor-affiliates filed for chapter 11
protection on March 3, 2004 (Bankr. S.D.N.Y. Case No. 04-22350).
Paul M. Basta, Esq., at Weil Gotshal & Manges represented the
Debtors in their bankruptcy proceedings.  When the Debtor filed
for Chapter 11 protection, it listed $762,500,000 in total assets
and $302,200,000 in total debts.

The Court confirmed the Debtors' Amended Joint Plan on Jan. 25,
2006.  The Plan became effective on Feb. 7, 2006.


FORD MOTOR: May Seek Bailout if Sales Dive Below Projections
------------------------------------------------------------
Ford Motor Co., may be forced to seek a bailout as the weakening
economy threatens to drive domestic sales 10% lower than the
company's forecast, Bloomberg News reports.

Chairman William Clay Ford Jr. told reporters January 11 that
Ford's "game plan is to keep going on our own" and not seek
federal loans unless "the world implodes as we know it."

To recall, Ford is the lone U.S. automaker that has so far not
sought federal aid.  On Dec. 31, 2008, the Treasury completed a
transaction with General Motors Corp., under which the Treasury
will provide GM with up to a total of $13.4 billion in a three-
year loan from the Troubled Assets Relief Program, secured by
various collateral.  On January 2, 2009, the Treasury provided a
three-year $4 billion loan to Chrysler Holding LLC.  The Treasury
has required each of the two to submit a plan that would allow
long-term viability to be achieved.  The loan agreement provides
for acceleration of the loan if those goals under the plan, which
are subject to review by a designee of the U.S. President, are not
met.

According to Bloomberg, Ford revised its outlook for 2009 U.S.
light-vehicle sales over the weekend, allowing that as few as 12
million cars and light trucks may be sold.  However, Ford still
expects to make it through this year without aid.

That outlook is considerably more optimistic than the views of
rival automakers and many analysts.  General Motors Corp., IHS
Global Insight and Citigroup all expect fewer than 11 million cars
and light trucks to be sold this year.

"Ford has painted a rather rosy picture of where the market's
going," said IHS Global Insight Analyst Aaron Bragman, whose
consulting house forecasts 2009 sales of 10 million to
10.5 million.  "I think they've painted an optimistic scenario and
they're going to have to take some federal money."

             Union Wants Gov't to Name "Car Czar"

Neal E. Boudette at The Wall Street Journal reports that United
Auto Workers Union President Ron Gettelfinger said on Monday that
he would like the government to appoint a "car czar" who "knows
something about the auto industry," and not a Wall Street expert,
to supervise the restructuring of General Motors, Chrysler LLC,
and Ford Motor.  According to WSJ, President-elect Barrack Obama
would appoint a car czar.

WSJ relates that an auto czar can force automakers, their banks,
creditors, suppliers, and the union to give concessions to put GM
and Chrysler back to profitability.  Ford Motor, according to the
report, is trying to end its losses, but said that it doesn't need
short-term help.

Chrysler must partner with another auto maker, WSJ says, citing
Mr. Gettelfinger.  "I don't know what Chrysler is going to look
like, but it is going to be viable.  I think Chrysler will be
here" in a year, the report quoted him as saying.

                   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-'.


FREIDMAN'S INC: Below 30% Recovery Seen for Unsecured Claims
------------------------------------------------------------
Freidman's Inc. and Crescent Jewelers filed their joint plan of
liquidation with the Official Committee of Unsecured Creditors on
December 31, 2008.

The Plan contemplates that the Effective Date will occur on or
before March 31, 2009.  The hearing on approval of the adequacy of
the disclosure statement is scheduled for February 3, 2009, in the
United States Bankruptcy Court for the District of Delaware.

The Plan does not provide for substantive consolidation of the
Freidman's and Crescent Jewelers estates.  The Plan provides for
the creation of separate liquidating trusts for Freidman's and
Crescent Jewelers.  The trusts will liquidate and distribute each
of the Debtors' assets.  The trusts will also investigate and, if
possible, prosecute certain causes of action.

The Plan also incorporates the resolution of intercompany claims
between Friedman's and Crescent.  The Plan Settlement provides for
the allowance of the Intercompany Claim of Friedman's against
Crescent for $31,509,81611 and the payment of that Intercompany
Claim as a Class 4 Claim against Crescent and Friedman's receipt
of its dividend under Crescent's Plan.

The $31,509,816 Intercompany Claim is comprised of these three
component claims of Friedman's against Crescent:

  (1) Friedman's claim for $26,000,735 against Crescent as of
      the Petition Date representing net inventory purchased by
      and paid for by Friedman's but transferred to and sold by
      Crescent, the proceeds of which Crescent retained;

  (2) Friedman's claim for $3,893,173 against Crescent as of
      the Petition Date representing the net memo (consigned)
      inventory consigned to and, to the extent paid for, paid
      for by Friedman's but transferred to and, to the extent
      sold, sold by Crescent, the proceeds of which Crescent
      retained -- the claim represents gross memo inventory of
      $11,862,649 for which Friedman's was liable and unsold
      memo inventory of $7,969,476 returned to the consignor;
      and

  (3) Friedman's claim for $1,615,908 against Crescent as of
      the Petition Date representing the net portion of
      operating expenses incurred for Crescent's benefit for
      which Friedman's was liable which were contemporaneously
      allocated to but not paid for by Crescent, including a
      monthly management fee of $416,666.67.

The Plan Settlement also establishes a formula for allocating
indirect operating expenses of the Plan Trusts.  The Plan
Settlement provides that post-petition overhead and Professional
Fee Claims be allocated 83% to Friedman's and 17% to Crescent.
Since all post-petition overhead and Professional Fee Claims have
been incurred expressly in Friedman's name, adjustment for the
Stipulated Expense Allocation requires that on the Plan Effective
Date, Crescent will pay Friedman's an amount equal to 17% of the
post-petition overhead and Professional Fee Claims paid by
Friedman's on behalf of both Debtors from the time
of Crescent's Petition Date until the Effective Date.

              Friedman Waives Claim on Equity Note

Another component of the Plan Settlement is the recharacterization
of an Equity Note, dated as of October 28, 2006, with Crescent as
payor and Friedman's as payee, for $7.6 million principal at 8%
interest per annum, memorializing a Loan Agreement, dated as of
October 28, 2006, with Crescent as borrower and Friedman's as
lender.  Pursuant to the loan, Friedman's lent Crescent $7.6
million at 8% interest per annum on an unsecured but not
subordinated -- except as to secured debt -- basis.  The effect of
this recharacterization is that the Equity Note will not be added
to the Intercompany Claim and therefore Friedman's will not
receive its pro rata share of the Trust Assets allocable to
Crescent along with holders of Class 3 Claims; rather, Friedman's
will neither receive nor retain any property under Crescent's Plan
on account of the Equity Note.  The Equity Note will be
recharacterized as equity, treated as a Class 5 Interest, and
discharged and canceled upon the Effective Date.

                 Recovery of Unsecured Claims

The Plan estimates a distribution of roughly 29.5% to unsecured
creditors of Freidman's in Class 3 and roughly 21.5% to unsecured
creditors of Crescent in Class 4.  The Debtors estimate that the
amount of Allowed Unsecured Claims asserted against Friedman's
will be roughly $67,499,126 and the Allowed Unsecured Claims
asserted against Crescent, including Friedman's Intercompany
Claim, will be roughly $39,371,435.

General unsecred creditors in Classes 3 and 4 are impaired and may
vote on the Plan.

All Interests will be discharged, canceled, and terminated on the
Effective Date.  Moreover, the Plan provides that no distribution
of money or property will be made on account of the secured and
unsecured claims that Harbinger assigned to the Debtors under a
Global Settlement, including the Claims that Masterpiece Diamonds
LLC and Masterpiece Color LLC had previously assigned to
Harbinger.

Claims classified under the confirmed plans of reorganization in
Friedman's first bankruptcy case, commenced January 14, 2004 in
Savannah, Georgia, and Crescent's first bankruptcy case, commenced
August 11, 2004, in Oakland, California, are not Claims against
the present Estates, are not classified under the Plan, and
holders of those Claims receive nothing under the Plan.

The major liquid or liquefiable assets to be contributed to the
Plan Trusts include:

  -- Cause of action against Sam Cusano for avoidance of
     preferential transfer.  Preliminary review indicates that
     the former Friedman's CEO received $1.95 million in
     severance pay after termination, in four installments, all
     within one year preceding the Petition Date.  As an
     insider, Section 547 of the Code provides that Mr. Cusano
     may be liable on transfers made on account of an antecedent
     debt within one year of the entry of an order for relief
     if the Debtor was then insolvent. The Plan Proponents
     expect that Mr. Cusano will deny liability;

  -- Recharacterization as equity of roughly $7.96 million of
     unsecured Claims filed against Friedman's by Goldman Sachs
     and other shareholders.  Goldman Sachs and other
     shareholders, including Harbinger, lent Friedman's funds
     with which to acquire Crescent in 2006.  One component of
     the global settlement with Harbinger included a release to
     Harbinger of all claims relating to Harbinger's loan.  The
     remaining shareholders who have not received releases have
     asserted unsecured claims of approximately $7.96 million
     against Friedman's.  The Plan Proponents are investigating
     the potential to move to recharacterize their debt as
     equity; and

  -- Other Causes of Action, consisting primarily of potential
     preference claims against a variety of transferees.  ASK
     Financial, special counsel retained by the Debtors to
     pursue preferential transfer actions, has undertaken its
     preliminary analysis of potential preferential transfer
     actions and likely defenses, and has begun pre-litigation
     communications with recipients of significant preferential
     transfers.  ASK Financial estimates gross recoveries
     (without deduction for fees and expenses) in favor of the
     Friedman's Plan Trust in the range of $3 to $5 million.
     Increasing the Trust Assets of the Friedman's Plan Trust
     by the $3 million to $5 million projected recovery would
     increase the likely distribution to holders of Class 3
     Claims by between 4.4% and 7.3%, from a total projected
     recovery of 29.5% to between 33.9% and 36.8%.  ASK
     Financial is unable at this stage of investigation to
     estimate recoveries in favor of the Crescent Plan Trust.
      Additional Causes of Action include, without limitation,
     claims against many state taxing authorities for sales tax
     refunds arising from bad debt.

  -- Remaining Cash -- all Cash held by or for the benefit of
     the Estates upon entry of the Confirmation Order.

Lee E. Buchwald, President of Buchwald Capital Advisors LLC and
the sole Director of the Debtors, attributed the significant
recoveries to a number of factors including the efforts of Moses &
Singer, counsel to the Committee, in negotiating a global
settlement with Harbinger -- the Debtors' private equity sponsor -
- under which, among other things, Harbinger gave up its $10
million second lien loan and yielded control of the Debtors to Mr.
Buchwald in May 2008; the successful liquidation of assets under
the supervision of Mr. Buchwald, Steve Moore (the Debtors' then
CRO) and a dedicated management team; and the efforts of Stevens &
Lee, new Debtors' counsel brought in by Mr. Buchwald, who were
instrumental in guiding the Debtors during the critical phases of
the asset disposition process.

             Exclusivity Period Moved Until March 1

By Order dated December 3, 2008, the Court further extended (i)
the Debtors' and the Committee's exclusive filing period through
and including December 31, 2008, and (ii) the exclusive
solicitation period through March 1, 2009.

The Debtors originally asked for an extension of the plan filing
period to Feb. 23, 2009, and the solicitation filing period to
April 23, 2009.  However, the Debtors agreed with the U.S. Trustee
to limit the extension to Deb. 15, 2008, and Feb. 16, 2009,
without prejudice to their rights to seek further extensions.  In
seeking another extension of the Exclusive Periods, the Debtors
told the Court that because discussions about various plan
alternatives involving third parties failed to bear fruit, the
Debtors and the Committee have determined that it was best to move
forward with a liquidating plan.

                     About Friedman's Inc.

Addison, Texas-based Friedman's Inc. -- http://www.friedmans.com/
-- and -- http://www.crescentonline.com/-- prior to the filing of
their bankruptcy cases, comprised a leading specialty jewelry
retail company.

On Jan. 14, 2005, Friedman's and eight of its affiliates filed for
Chapter 11 in the United States Bankruptcy Court for the
Southern District of Georgia, Case No. 05-40129.  On Nov. 23,
2005, the Court confirmed the Debtors' Amended Plan and that Plan
became effective on Dec. 9, 2005.

Crescent Jewelers, the largest jewelry retailer on the West Coast,
filed for Chapter 11 protection on Aug. 12, 2004 (Bankr. N.D.
Calif. Case No. 04-44416).  On July 13, 2006, the California
Bankruptcy Court confirmed Crescent Jewelers' Second Amended Plan
of Reorganization.

On July 28, 2006, Friedman's acquired Crescent's equity in
Crescent's own chapter 11 bankruptcy case in California.  Crescent
became a wholly owned subsidiary of Friedman's.

On Jan. 22, 2008, five parties declaring claims aggregating
$9,081,199, filed an involuntary Chapter 7 petition against
Friedman's.  The petitioners were Rosy Blue, Inc.; Rosy Blue
Jewelry Inc.; Jay Gems, Inc., dba Jewelmark; Simply Diamonds Inc.;
and Paul Winston-Eurostar LLC.

As of commencement of these cases, Friedman's operated 388 stores
in 20 states with over 2,890 employees while Crescent Jewelers
operated 85 stores in 3 states with over 600 employees.
Friedman's and Crescent Jewelers filed for chapter 11 protection
on Jan. 28, 2008 (Bankr. D. Del. Case Nos. 08-10161 and 08-10179).

The Debtors were originally represented by Athanasios E.
Agelakopoulos, Esq., and Paul M. Rosenblatt, Esq., at Kilpatrick
Stockton LLP; Chun I. Jang, Esq., Jason M. Madron, Esq., Mark D.
Collins, Esq., and Michael Joseph Merchant, Esq., at Richards,
Layton & Finger, P.A.  On June 2, 2008, the Court entered orders
allowing Kilpatrick Stockton LLP and Richards, Layton & Finger,
P.A. to withdraw as bankruptcy counsel to the Debtors, and the
Court subsequently authorized the Debtors to retain Stevens & Lee,
P.C. as general bankruptcy counsel.

David M. Green, Esq., Jocelyn Keynes, Esq., and Nicholas F. Kajon,
Esq., at Stevens & Lee, P.C., in New York; and John D. Demmy,
Esq., at Stevens & Lee, P.C., in Wilmington, Delaware, serve as
counsel to the Debtors.  The Debtors' professionals also include
Rothschild, Inc. as investment banker and financial advisor;
Retail Consulting Services, Inc. as real estate and lease
consultants; ASK Financial as special counsel to review, analyze,
and prosecute preference claims; Grant Thornton LLP as Tax
Advisors; and KZC Services, LLC's Salvatore LoBiondo, Jr. as Chief
Restructuring Officer, and Charles Carnaval as Director of
Restructuring.

The Official Committee of Unsecured Creditors appointed in the
Debtors' cases is represented by Christopher J. Caruso, Esq., Alan
Kolod, Esq., Lawrence L. Ginsburg, Esq., at Moses & Singer LLP in
New York; and Charlene D. Davis, Esq., at Bayard, P.A., in
Wilmington, Delaware.  The Committee also retained Consensus
Advisors as its financial advisors.

On April 10, 2008, the Court approved the sale to Whitehall
Jewelers, Inc., and a joint venture led by Great American Group
LLC to sell to Whitehall the inventory and related property at 78
of the Debtors' stores, and to assume and assign to Whitehall the
leases with respect to those 78 stores.  On June 30, 2008, the
liquidation of the balance of the Debtors' assets through store
closing sales were concluded.

As of Dec. 28, 2007, the Debtors listed total assets of
$245,787,000 and total liabilities of $171,877,000.


GENERAL MOTORS: Viability Not 100% Certain, Says CEO
----------------------------------------------------
John D. Stoll and Sharon Terlep at The Wall Street Journal report
that General Motors Corp. CEO and chairperson Rick Wagoner said
during the North American International Auto Show in Detroit that
the company's viability is "not 100%" certain at this point.

WSJ relates that the Treasury Department said that GM must have a
plan by March 2009 to become "viable" and have "positive net
value."

According to WSJ, GM's requirements under the federal loan package
include the cutting of labor costs by renegotiating its contract
with the United Auto Workers union, which is ready to negotiate.
Citing UAW President Ron Gettelfinger, the report says that it is
unclear what kind of reductions the group will have to agree to.

WSJ states that Mr. Wagoner told reporters that he met last week
with advisers on the restructuring.  The report says that Mr.
Wagoner left the meeting convinced that "there are options that
can work in each of these areas," saying that he is optimistic
about cost-cutting negotiations with the union.

GM could be forced to ask for additional loans after March 31,
2009, WSJ reports, citing Mr. Wagoner.

Kimberly Rodriguez, a principal at Grant Thorton LLP and advises
on auto industry restructurings and bankruptcies, said that the
government may have left the terms "sufficiently vague in order to
hold GM's feet to the fire," WSJ states.

As reported by the Troubled Company Reporter, the U.S. Treasury,
in its Jan. 7, 2009, report to Congress, said it will provide an
additional $4 billion on February 17, 2009, subject to certain
conditions.  The loan is provided pursuant to the new Automotive
Industry Financing Program, which was implemented as part of the
Emergency Economic Stabilization Act of 2008.

On Dec. 31, 2008, Treasury completed a transaction with GM, under
which the Treasury will provide GM with up to a total of $13.4
billion in a three-year loan from the Troubled Assets Relief
Program, secured by various collateral.  Treasury funded
$4 billion of this loan immediately, and committed to fund an
additional $5.4 billion on January 16, 2009.  The Treasury will
provide the remaining $4 billion on February 17.

To protect taxpayers, the agreement requires GM to develop and
implement a restructuring plan to achieve long-term financial
viability.  The restructuring plan is to be reviewed by a designee
of the President, who will determine whether the goals of the
restructuring have been met.  If the President's Designee does not
find that the goals have been met, the loan will be automatically
accelerated and will come due 30 days thereafter.  This agreement
also includes other binding terms and conditions designed to
protect taxpayer funds, including compliance with certain enhanced
executive compensation and expense control requirements.

             Union Wants Gov't to Name "Car Czar"

Neal E. Boudette at WSJ reports that Mr. Gettelfinger said on
Monday that he would like the government to appoint a "car czar"
who "knows something about the auto industry," and not a Wall
Street expert, to supervise the restructuring of GM, Chrysler LLC,
and Ford Motor Corp.  According to WSJ, President-elect Barrack
Obama would appoint a car czar.

WSJ relates that an auto czar can force automakers, their banks,
creditors, suppliers, and the union to give concessions to put GM
and Chrysler back to profitability.  Ford Motor, according to the
report, is trying to end its losses, but said that it doesn't need
short-term help.

Chrysler must partner with another auto maker, WSJ says, citing
Mr. Gettelfinger.  "I don't know what Chrysler is going to look
like, but it is going to be viable.  I think Chrysler will be
here" in a year, the report quoted him as saying.

                   GM May Lose 500 Dealers

GM, Jeff Green at Bloomberg News reports, said that it may lose as
many as 500 dealers in its home market in 2009, an increase
compared to 350 in 2008, as part of its plan to convince the U.S.
Treasury Department that it can survive and repay $13.4 billion in
promised federal loans.  Bloomberg says that GM trying to cut
1,700 by 2012.

According to Bloomberg, GM North American President Mark LaNeve
said that the reduction of dealers will increase due to the strain
of a fourth straight year of U.S. auto-sales declines and a
company initiative to cut brands and sell only Chevrolet,
Cadillac, GMC and Buick.  Citing Mr. LaNeve, Bloomberg states that
GM may also have to spend more to get some of its 6,400 dealers to
consolidate.

Bloomberg quoted Mr. LaNeve as saying, "We had 13,000 dealers 18
years ago, so we've already cut that in half.  We don't want them
to close all at once because we figure we lose sales for 18 months
after a dealership closes until other dealers pick up the
business."

Mr. LaNeve, says Bloomberg, said that the reduction of dealers
will include:

     -- owners retiring without being replaced,
     -- outlets failing in the slowing economy, and
     -- GM helping consolidate stores in markets with too many
        locations for the same brand.

Bloomberg relates that GM is considering selling its Hummer and
Saab brands.  It is also considering options for Saturn and
shrinking Pontiac to as little as one model.  Citing Mr. Wagoner,
Bloomberg states that GM may keep Saturn as it undergoes a needed
pruning of its brands.

                      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.


GETRAG TRANSMISSION: Chrysler Opposes Tipton Plant Claims Protocol
------------------------------------------------------------------
Getrag Transmission Manufacturing, LLC submitted to the U.S.
Bankruptcy Court for the Eastern District of Michigan proposed
procedures for resolving claims related to the construction of its
transmission plant in Tipton, Indiana.

Chrysler, LLC, and two other creditors object to certain
provisions in the proposed procedures, asserting which are either
inconsistent with the Bankruptcy Code, the Federal Rules of Civil
Procedure, or other federal law, and potentially prejudice
Chrysler's rights.  The two other creditors are General Interiors,
Inc. and Industrial Power Systems, Inc.

Before the Debtor's bankruptcy filing, its affiliate Getrag
Getriebe- und Zahnradfabrik Hermann Hagenmeyer GmbH & Cie KG and
Chrysler entered into project agreements, pursuant to which they
agreed to construct and operate the Tipton manufacturing facility.
The parties, however, were unable to obtain financing for the
construction of the plant.

Chrysler said that it consequently terminated the Project
Agreements based on the Getrag entities' failure to comply with
their contractual obligations with respect to obtaining financing
and their fraudulent representations concerning the availability
of financing.

The Debtor asserts that notwithstanding Chrysler's termination of
the Project Agreements notwithstanding, the automaker is obligated
to assume certain third-party contracts and satisfy debts
purportedly incurred by the Debtor and Getrag in connection with
the construction of the plant.  Chrysler disputes this, contending
that the Debtor and Getrag materially breached the Project
Agreements and defrauded Chrysler, and that Chrysler's termination
of the Project Agreements absolves it of any further performance
obligations.  Chrysler and the Debtor and Getrag are currently
litigating what, if any, remaining obligations Chrysler has under
the Project Agreements.

Several contractors and materialmen allege that they remain unpaid
and have filed liens to secure payment for work performed or
material supplied in connection with the Project.

Pre-petition, Walbridge Aldinger Company served as the general
contractor to Debtor to construct the Project.  Chrysler notes
that pursuant to the proposed procedures,

   -- The Debtor and Walbridge will be permitted to join any
      foreclosure action or even if the Debtor is not a party to
      that action.

   -- The Debtor will be permitted to remove any action to which
      it is a party and have it transferred to the Bankruptcy
      Court.

   -- The Debtor attempts to apply the stay to actions against
      Walbridge.

Chrysler raises these objections to the proposed procedures:

   A. The Bankruptcy Court does not have authority to order that
      the Debtor and/or Walbridge can join in any foreclosure
      proceeding or payment action without regard to federal And
      state rules regarding intervention.

   B. Any order should provide that Chrysler in not bound with
      respect to claims resolved in the Bankruptcy Court, because,
      among other things, Chrysler is not a party to the Debtor's
      bankruptcy proceeding nor is it in privity with the Debtor
      or Walbridge.

  C.  The Court cannot restrict Chrysler's right to challenge the
      removal of any foreclosure or Payment Action and to seek
      remand of and/or abstention with respect to any such removed
      action.

  D.  The automatic stay does not apply to Walbridge as it ios is
      not a debtor.

                     About GETRAG Transmission

Headquartered in Sterling Heights, Michigan, GETRAG Transmission
Manufacturing LLC -- http://www.getrag.de/-- designs and makes
dual clutch transmission its facility in Tipton, Indiana.  The
company filed for Chapter 11 relief on Nov. 17, 2008 (Bankr. E.D.
Mich. Case No. 08-68112).  Jayson Ruff, Esq., Jeffrey S. Grasi,
Esq., and Stephen M. Gross, Esq., at McDonald Hopkins represent
the Debtor as counsel.  When the Debtor filed for protection from
its creditors, it listed assets of $100 million to $500 million,
and debts of $500 million to $1 billion.

                        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.


GRAY MAGEE: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Gray M. Magee, Jr.
        8430 Countrywood Fairway
        Cordova, TN 38016

Bankruptcy Case No.: 08-33848

Chapter 11 Petition Date: December 30, 2008

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: George W. Emerson Jr.

Debtor's Counsel: John L. Ryder, Esq.
                  One Commerce Square
                  Suite 2700
                  Memphis, TN 38103-2555
                  Tel: (901) 525-1455
                  Email: jryder@harrisshelton.com

Total Assets: $2,227,000

Total Debts: $3,682,790

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/tnwb08-33848.pdf

The petition was signed by Gray M. Magee, Jr.


GETRAG TRANSMISSION: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Getrag Transmission Manufacturing, LLC, filed with the U.S.
Bankruptcy Court for the Eastern District of Michigan its
schedules of assets and liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------           ------------     ------------
  A. Real Property
  B. Personal Property          $690,071,505
  C. Property Claimed as
     Exempt
  D. Creditors Holding                            $99,373,205
     Secured Claims
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding                           $482,835,410
     Unsecured Non-priority
     Claims
                                ------------     ------------
TOTAL                           $690,071,505     $582,208,616

Headquartered in Sterling Heights, Michigan, GETRAG Transmission
Manufacturing LLC -- http://www.getrag.de/-- designs and makes
dual clutch transmission its facility in Tipton, Indiana.  The
company filed for Chapter 11 relief on Nov. 17, 2008 (Bankr. E.D.
Mich. Case No. 08-68112).  Jayson Ruff, Esq., Jeffrey S. Grasi,
Esq., and Stephen M. Gross, Esq., at McDonald Hopkins represent
the Debtor as counsel.  When the Debtor filed for protection from
its creditors, it listed assets of $100 million to $500 million,
and debts of $500 million to $1 billion.


HAWAIIAN TELCOM: Noteholders Oppose Financial Advisors
------------------------------------------------------
Pacific Investment Management Co. and Capital Research &
Management Co. -- which claim to represent the largest unsecured
creditors of Hawaiian Telcom Communications Inc. -- contend the
fees of Hawaiian Telcom's proposed financial advisors are
excessive.

According to Bloomberg's Bill Rochelle, the Noteholders told the
U.S. Bankruptcy Court for the District of Hawaii that if the
retentions are approved in their present form, a $6 million
"success fee" will be earned by the advisers just by confirming a
plan or selling the assets, even if unsecured creditors receive no
distribution or oppose the actions.  The Noteholders, according to
Mr. Rochelle, also resist the idea of paying $3 million of the
success fee when there's an agreement in principle.

                      Zolfo Services Agreement

Hawaiian Telcom and its affiliates have asked the Bankruptcy Court
to approve a standard services agreement they entered into with
Zolfo Cooper Management LLC, nunc pro tunc to Dec. 30, 2008.
Pursuant to the Agreement, the Debtors will continue to employ
Zolfo's Kevin Nystrom as their chief operating officer.

Hawaiian Telcom Senior Vice President, Chief Financial Officer and
Treasurer Robert F. Reich notes that Zolfo Cooper is a leading
financial advisory firm specializing in formal bankruptcy
proceedings.  Mr. Nystrom, a senior director of Zolfo Cooper, has
been serving as the Debtors' COO since February 2008 until the
Petition Date.  Mr. Nystrom's knowledge of the Debtors' operations
allows him to be effective in the Debtors' Chapter 11 proceedings,
Mr. Reich maintains.

Under the terms of the Zolfo Services Agreement, Mr. Nystrom will
have the responsibility for the overall design of Zolfo Cooper's
engagement team.  He will continue to serve as the Debtors' COO,
and will assign Zolfo Cooper's associate directors to perform
additional services, as needed.  Mr. Nystrom and Zolfo Cooper will
be authorized to make decisions with respect to all aspects of the
Debtors' management and business operations, including
organization and human resources, marketing and sales, logistics,
and finance and administration.

For the contemplated services, Mr. Nystrom and Zolfo Cooper will
be entitled to:

  (a) a $225,000 Monthly Fee in cash;

  (b) a $2,000,000 Restructuring Fee, 50% of which will be
      payable as definitive agreements are executed with respect
      to a restructuring plan and the other 50% payable as the
      restructuring is consummated; and

  (c) reimbursement of travel costs, reproduction, legal
      counsel, applicable state sales or excise taxes, and
      other direct expenses.

Consistent with the protocol established by the United States
Trustee with respect to the employment of critical management,
Zolfo Cooper consents to have its employees serving the Debtors be
entitled to receive any indemnities available during the term of
the Services Agreement.  The Firm agrees to waive indemnification
with respect to indemnitees that are not serving the Debtors, if
they are indemnified by the Debtors' board of directors.

                Lazard Employment Application

The Debtors have also asked the Bankruptcy Court for permission to
employ Lazard Freres & Co. LLC, as their investment banker and
financial advisor, nunc pro tunc to Dec. 1, 2008.

The Debtors engaged Lazard Freres in September 2008 to provide
general investment banking and financial advice in connection with
the Debtors' restructuring and transition to Chapter 11.

As the Debtors' investment banker, Lazard Freres will, among
others, advise and assist the Debtors in evaluating potential
financing transactions, and subject to Lazard's discretion, to
execution of appropriate agreements, contact potential sources of
capital as the Debtors may designate and assist the Debtors in
implementing the financing.

In exchange for its services, the Debtors propose to entitle
Lazard Freres to:

  (a) A $200,000 monthly fee, payable on the first day of each
      month until the earlier of the consummation of a
      "restructuring" of the substantially all of the Debtors'
      assets or a majority to the Debtors' controlling interest,
      or at termination of the firm's engagement with the
      Debtors.

      All Monthly Fees paid for months after November 2008 will
      be credited against any Restructuring Fee; provided that
      the credit will only apply to the extent the fees are
      approved by the Court.

  (b) A fee equal to $4 million as Restructuring Fee, 50% of
      which is payable when an agreement in respect of a
      "Restructuring" is entered into.  The remaining 50% of the
      Fee will be earned and paid upon consummation of the
      Restructuring.

      In the event Lazard is paid a portion of the Restructuring
      Fee and the Restructuring is not consummated, Lazard will
      return the fee to the Debtors.

  (c) Reimbursement of the firm's necessary and reasonable
      expenses incurred or to be incurred on the Debtors'
      behalf.

David S. Kurtz, managing director of Lazard Freres, disclosed
that his firm has conducted an extensive review of entities to
determine connections related to the Debtors' bankruptcy
proceedings.  He assures the Court that Lazard Freres does not
hold an interest adverse to the Debtors' estates and is a
"disinterested person" as the term is defined under Section
101(14) of the Bankruptcy Code.

                     About Hawaiian Telecom

Based in Honolulu, Hawaii, Hawaiian Telecom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The company and seven of its affiliates filed for Chapter 11
protection on Dec. 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086).  As reported by the Troubled Company Reporter on
December 30, 2008, Judge Peter Walsh of the U.S. Bankruptcy Court
for the District of Delaware approved the transfer of the Chapter
11 cases to the U.S. Bankruptcy Court for the District of Hawaii
before Judge Lloyd King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed in
the case.  The committee is represented by Christopher J. Muzzi,
Esq., at Moseley Biehl Tsugawa Lau & Muzzi LLC, in Honolulu,
Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of Sept. 30, 2008.  (Hawaiian Telcom Bankruptcy
News; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000 ).


HEARST CORP: Will Sell or Close The Seattle Post-Intelligencer
--------------------------------------------------------------
Hearst Corp. is offering for sale the Seattle Post-Intelligencer
(P-I) and its interest in the Joint Operating Agreement under
which the P-I and The Seattle Times are published.  Hearst said
that should a sale of the P-I not occur within 60 days, it will
pursue other options for the property.  These options include a
move to a digital-only operation with a greatly reduced staff or a
complete shutdown of all operations.  In no case will Hearst
continue to publish the P-I in printed form following the
conclusion of this process.

Hearst, according to Shira Ovide at The Wall Street Journal, said
that The Post-Intelligencer has been losing money since 2000,
including a $14 million loss in 2008.  Hearst said that the
newspaper is expected to report more losses this year, in 2009,
WSJ states.  The report quoted Hearst CEO Frank Bennack as saying,
"Regrettably, we have come to the end of the line.  Under the
present circumstances, we see no opportunity for us to publish the
P-I on a profitable basis."

Regarding speculation over Hearst's possible interest in acquiring
The Seattle Times newspaper, Hearst said such an acquisition is
not under consideration.

The P-I, which Hearst has owned since 1921, has had operating
losses since 2000.  The P-I lost approximately $14 million in 2008
and its forecast anticipates a greater loss in 2009.

"Our journalists continue to do a spectacular job of serving the
people of Seattle, which has been our great privilege for the past
88 years," said Steven R. Swartz, president of Hearst Newspapers.
"But our losses have reached an unacceptable level, so with great
regret we are seeking a new owner for the P-I."

WSJ relates that the Seattle Times, under a joint operating
agreement, handles advertising sales, production, and distribution
operations for The Post-Intelligencer.  According to WSJ, Hearst
said that it will sell its half of the joint operating agreement.

Operating under a JOA since 1983, the P-I and the Times have
maintained separate news operations, with The Seattle Times
Company handling production, circulation, advertising sales and
all other non-news operations for both newspapers.  The agreement
provides that the revenue taken in by the Times' business
operation, after deducting operating costs, is shared 60 percent
to the Times newspaper and 40 percent to the P-I.  The newspapers
must then pay for their editorial operations from their shares of
these funds.

               About The Seattle Post-Intelligencer

The Seattle Post-Intelligencer, founded in 1863 as the Seattle
Gazette, has daily circulation of 114,000, according to the most
recent report from the Audit Bureau of Circulations.  The Sunday
newspaper, which is a joint enterprise of the Times and P-I, has
circulation of 382,000, according to the same report.
Seattlepi.com, the newspaper's Web site, had page views of
approximately 500 million in 2008, and has an average of 4 million
unique monthly visitors, according to the Web site's internal
logs.

Hearst has retained newspaper industry investment bankers
Broadwater & Associates of New York to search for a buyer for the
P-I.

                     About Hearst Corporation

Hearst Corporation -- http://www.hearst.com/-- is a diversified
communications company.  Its major interests include 16 daily and
49 weekly newspapers, including the Houston Chronicle, San
Francisco Chronicle and Albany Times Union; as well as interests
in an additional 43 daily and 72 non-daily newspapers owned by
MediaNews Group, which include the Denver Post and Salt Lake
Tribune; nearly 200 magazines around the world, including
Cosmopolitan and O, The Oprah Magazine; 28 television stations
through Hearst-Argyle Television which reach a combined 18% of
U.S. viewers; ownership in leading cable networks, including
Lifetime Television, A&E Television Networks, The History Channel
and ESPN; as well as business publishing, Internet businesses,
television production, newspaper features distribution and real
estate.


INTERLAKE MATERIAL: Meeting to Form Committee on Jan. 15
--------------------------------------------------------
Roberta A. DeAngelis, the acting United States Trustee for
Region 3, will hold an organizational meeting in the Chapter 11
cases of Interlake Material Handling, Inc. and its debtor-
affiliates, on January 15, 2009 at 10:00 a.m. at J. Caleb Boggs
Federal Building, 844 King Street, Room 5209, in Wilmington,
Delaware.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting,
and provide background information regarding the bankruptcy
cases.

                   About Interlake Material

Headquatered in Naperville, Illinois, Interlake Material Handling
Inc. -- http://www.interlake.com-- makes steel storage racks in
the United States.  The company and three of its affiliates filed
for protection on January 5, 2009 (Bankr. D. Del. Lead Case No.
09-10019).  Winston & Strawn LLP represents the Debtors in their
restructuring efforts.  The Debtors proposed Young, Conaway,
Stargatt & Taylor LLP, as their local counsel; Lake Pointe
Advisors LLC and Huron Consulting Services LLC as financial
advisors; and Kurtzman Carson Consultants LLC as claims agent.
When the Debtors filed for protection from their creditors, they
listed assets between $50 million and $100 million, and debts
between $100 million and $500 million.


INTERLAKE MATERIAL: Seeks OK of Sale to Mecalux, Other Bidder
-------------------------------------------------------------
Interlake Material Handling, Inc., and its affiliated debtors ask
permission from the U.S. Bankruptcy Court for the District of
Delaware to auction off substantially all their assets.  The
Debtors, on Dec. 31, 2008, signed a contract with Mecalux USA,
Inc., and Mecalux Mexico S.A. de C.V., and have agreed to sell
their assets to Mecalux for $30,000,000, absent higher and better
bids for those assets.

                  Mecalux Acquisition Agreement

Pursuant to an acquisition agreement, Mecalux has agreed to
purchase the assets related to the Debtors' retail, non-retail,
installation services, and IK de Mexico racking business and their
Lexington automation controls and integration business.  The
acquired assets will include these wholly owned subsidiaries of
the Debtors: (i) Interlake de Mexico, S.A. de C.V., (ii)
Industrieas Interlake S.A. de C.V., (iii) Empresas Interlake de
Matamoros, S.A. de C.V., and (iv) NSF Mexicali S. de R.L. de C.V.
The sale would not include non-debtor affiliate J&D Products LLC,
cash, accounts receivable and other miscellaneous assets.

                          Bid Procedures

Pursuant to the Acquisition Agreement, in the event the Debtors
decide to sell their assets to other parties, the Debtors will pay
Mecalux a $450,000 break-up fee and expense reimbursement of up to
$400,000.

Parties interested in bidding for the Debtors assets are subject
to these procedures:

   -- Bids must be received by the Debtors on or before Feb. 13,
      2009.

   -- Bids must be at least $31,850,000.

   -- In the event that a qualified competing bid, in addition to
      Mecalux's, is received prior to the bid deadline, an
      auction will be held on Feb. 16, 2009 at 10:00 a.m. (ET).
      the Auction will be held at the offices of Young Conaway
      Stargatt & Taylor, LLP.

   -- The Debtors will seek approval of the sale or the results
      of the auction at the hearing on Feb. 17.  Objections are
      due Feb. 10.

The Court will convene a hearing to consider approval of the Bid
Procedures in January 21.  Objections are due Jan. 14.

                   About Interlake Material

Headquatered in Naperville, Illinois, Interlake Material Handling
Inc. -- http://www.interlake.com-- makes steel storage racks in
the United States.  The company and three of its affiliates filed
for protection on January 5, 2009 (Bankr. D. Del. Lead Case No.
09-10019).  Winston & Strawn LLP represents the Debtors in their
restructuring efforts.  The Debtors proposed Young, Conaway,
Stargatt & Taylor LLP, as their local counsel; Lake Pointe
Advisors LLC and Huron Consulting Services LLC as financial
advisors; and Kurtzman Carson Consultants LLC as claims agent.
When the Debtors filed for protection from their creditors, they
listed assets between $50 million and $100 million, and debts
between $100 million and $500 million.


INTERSTATE BAKERIES: Admits Difficulty in Securing Exit Financing
-----------------------------------------------------------------
Interstate Bakeries Corporation admitted that reaching the final
agreements contemplated under their commitment letters with
investors -- upon which their emergence from Chapter 11 is hinged
-- is taking more time and is "more complex than [the Company]
had hoped for," Reuters' Carey Gillam said in a January 9, 2009
report.

Citing a difficult environment in the financial markets, IBC
spokesman Lew Phelps told Reuters that parties to the Letter
Commitments are working out certain details as the Agreements
head to being final contracts, "[which] is what is taking so
long."

The Debtors have won permission in October 2008, to enter into,
implement and execute commitment letters for an investment to be
made in Reorganized IBC in connection with the confirmation and
consummation of their Amended New Chapter 11
Plan of Reorganization:

Commitment Letter    Commitment Party              Commitment
-----------------    ----------------              ----------
equity commitment    IBC Investors I, LLC,        $130,000,000
                      an affiliate of
                      Ripplewood Holdings L.L.C.

revolving loan or    General Electric Capital      125,000,000
ABL Facility         Corporation and GE Capital
Commitment Letter    Markets, Inc.

a term loan          Silver Point Finance, LLC,    339,000,000
commitment letter    and Monarch Master
                      Funding Ltd.

Subsequent to the confirmation of IBC's Plan on December 5, 2008 -
- which included the nearly $600 million in financing agreements -
- the Debtors had informed the U.S. Bankruptcy Court for the
Western District of Missouri that the Agreements were still being
completed so that IBC could emerge from bankruptcy as a stand-
alone company on December 15, noted the Kansas City Star.  "If we
can't [get the financing Commitments] cleared, we will be back in
front of the judge and in a little bit of trouble," the report
said, recalling IBC Chief Executive Officer Craig Jung's statement
following the confirmation of the Plan.

As required by the Commitments, IBC must emerge from Chapter 11
by February 9, 2009.

According to David White, spokesman for the International
Brotherhood of Teamsters, the financing arrangements with respect
to the $125 million commitment by General Electric are still
being negotiated.  The Teamsters Union, which represents more
than 9,000 IBC employees, helped in reaching the financing
negotiations between IBC and the Commitment Parties.

"Yes, negotiations are active and ongoing.  We remain optimistic
we'll find agreement on the open issues," Ned Reynolds, a
spokesman for GE Capital, confirmed in an e-mail to Kansas City
Star on January 10, 2009.

The Revolving Loan or ABL Facility Commitment Letter specifically
provides that General Electric, as administrative and collateral
agent, and GE Capital, as lead arranger, will provide IBC with a
$125,000,000 senior secured revolving credit facility, under
which borrowings may be made and letters of credit may be issued
in connection with the consummation of the Plan.

"The goal is to negotiate a deal, get the financing done and get
out of bankruptcy," Mr. Phelps told the Kansas City Star.

                    About Interstate Bakeries

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

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

The Debtors first filed their Chapter 11 Plan and Disclosure
Statement on Nov. 5, 2007.  On Jan. 30, 2008, the Debtors received
court approval of the disclosure statement explaining their first
amended plan.  IBC did not receive any qualifying alternative
proposals for funding its plan in accordance with the court-
approved alternative proposal procedures.

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

On December 5, 2008, the Bankruptcy Court confirmed IBC's Amended
New Joint Plan of Reorganization.  The plan was filed October 31,
2008.  The exit financings that form the basis for the Plan are
reflected in corresponding debt and equity commitments.

(Interstate Bakeries Bankruptcy News, Issue No. 125; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


INTERSTATE BAKERIES: Can Hire Kasowitz as Conflicts Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
authorized Interstate Bakeries and its debtor-affiliates to employ
Kasowitz, Benson, Torres & Friedman LLP as their special
litigation and conflicts counsel, nunc pro tunc to December 19,
2008.

According to the Kansas City Star, the employment of Kasowitz
Benson is an affirmation that the Debtors' $600 million financing
agreement for their emergence from bankruptcy "appears to be in
trouble."

As outlined in an engagement letter, Kasowitz Benson, as special
litigation and conflicts counsel, will:

(a) advise the Debtors regarding their ability to initiate
     actions to protect their rights under the exit financing,
     and enforce the legally binding commitments of the parties
     to the Commitment Letters for the benefit of the Debtors'
     estates; and

(b) commence and conduct any and all litigation necessary or
     appropriate to assert rights held by the Debtors,
     including without limitation, any rights arising with
     respect to the financing commitments underlying the Plan,
     and protect assets of the Debtors' Chapter 11 estates or
     otherwise further the goal of completing the Debtors'
     successful reorganization.

As widely reported, IBC is yet to reach finality on its deal with
General Electric Capital Corporation and GE Capital Markets,
Inc., which, among other investors, committed to provide IBC with
a $125 million credit line, in the Company's efforts to
successfully emerge from Chapter 11.

Lew Phelps, a spokesman for IBC told the Kansas City Star that
IBC's "[Court] filing [on Kasowitz Benson's employment] can speak
for itself."

            Kasowitz Benson Declares Disinterestedness

David M. Friedman, Esq., a member of Kasowitz Benson, disclosed
that his firm is currently acting as counsel to the Ad Hoc
Committee of Senior Secured Noteholders of Linens 'N Things in
connection with the Chapter 11 proceedings of Linens 'N Things,
of which an affiliate of Monarch Master Fund, Ltd. is a member.

Monarch Master Fund holds an interest in the Debtors' debtor-in-
possession financing and the prepetition bank debt, and is also a
proposed new investor pursuant to the terms of the IBC's
confirmed Amended New Plan of Reorganization.

In this regard, Mr. Friedman assured the Court that Kasowitz
Benson does not have any adverse connection with the Debtors,
creditors and other parties-in-interest, making it a
"disinterested person" under Section 101(14) of the Bankruptcy
Code.

                    About Interstate Bakeries

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

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

The Debtors first filed their Chapter 11 Plan and Disclosure
Statement on Nov. 5, 2007.  On Jan. 30, 2008, the Debtors received
court approval of the disclosure statement explaining their first
amended plan.  IBC did not receive any qualifying alternative
proposals for funding its plan in accordance with the court-
approved alternative proposal procedures.

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

On December 5, 2008, the Bankruptcy Court confirmed IBC's Amended
New Joint Plan of Reorganization.  The plan was filed October 31,
2008.  The exit financings that form the basis for the Plan are
reflected in corresponding debt and equity commitments.

As reported by the Troubled Company Reporter on December 30, 2008,
Interstate Bakeries' Chief Executive Officer Craig D. Jung and
Chief Financial Officer J. Randall Vance said IBC is still
focusing on negotiating and finalizing all documentation for the
Exit Financings and satisfying the remaining conditions precedent
to closing of the various transactions contemplated under the
Plan.  Although progress has been made, significant issues remain
to be resolved, the IBC Officers said.

(Interstate Bakeries Bankruptcy News, Issue No. 125; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


INTERTAN CANADA: Expects Bids for Assets by Month's End
-------------------------------------------------------
InterTAN Canada Ltd., an indirect wholly owned subsidiary of US-
based Circuit City Stores, Inc. (NYSE: CC), on Friday provided an
update on the restructuring process the company has followed since
it was granted creditor protection by the Ontario Superior Court
of Justice under the Companies' Creditors Arrangement Act on
November 10, 2008.

InterTAN has been working with NM Rothschild & Sons Canada Limited
to pursue a sale of the Canadian operations as a going concern.
In December, InterTAN received expressions of interest from
multiple qualified and credible bidders, and the Company expects
to receive formal proposals before the end of January.  The
Canadian sales process is separate and distinct from the sales
process announced Friday by Circuit City.

InterTAN also stated that retail sales over the holiday period
were above forecast and that the Canadian business remains strong.

                          About InterTAN

Based in Barrie, Ontario, InterTAN Canada Ltd. operates or
licenses 765 neighborhood electronics stores and dealer outlets
across Canada under the trade name, The Source by Circuit City.
These stores remain fully staffed and open for business.

InterTAN Canada and Tourmalet Corporation sought and obtained an
initial order from the Superior Court of Justice (Commercial List)
for the Province of Ontario, on November 10, 2008, granting them
protection from certain creditors under the Companies' Creditors
Arrangement Act, R.S.C. 1985, c. C-36, as amended.  Tourmalet is
an indirect, wholly owned subsidiary of Circuit City, and is a
non-operating holding company, whose sole asset is the preferred
stock of InterTAN Inc., the sole shareholder of InterTAN.

Alvarez & Marsal Canada ULC has been appointed as CCAA Monitor for
the Applicants' case.  Jay Carfagnini and Joseph Latham, Esq., at
Goodmans LLP, represent A&M.  Edward Sellers, Jeremy Dacks, and
Marc Wasserman, Esq., at Osler, Hoskin & Harcourt LLP, are the
Applicants' counsel.  NM Rothschild & Sons Canada Limited, has
been tapped as investment banking advisor, and FTI Consulting has
been engaged as financial advisor for the Applicants.

                       About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) is a specialty retailer of consumer electronics, home
office products, entertainment software and related services. The
company has two segments: domestic and international.  At December
31, 2008, Circuit City's domestic segment operated 567 stores in
153 U.S. media markets.  At December 31, 2008, the international
segment operated through approximately 765 retail stores and
dealer outlets in Canada. Circuit City also operates Web sites at
http://www.circuitcity.com/, http://www.thesource.ca/, and
http://www.firedog.com/

Circuit City Stores, Inc. (NYSE: CC) together with 17 affiliates
filed a voluntary petition for reorganization relief under Chapter
11 of the Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead
Case No. 08-35653).  InterTAN Canada, Ltd., which runs Circuit
City's Canadian operations, also sought protection under the
Companies' Creditors Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel. Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc. and Rotschild Inc. as
financial advisors. The Debtors' Canadian general restructuring
counsel is Osler, Hoskin & Harcourt LLP. Kurtzman Carson
Consultants LLC is the Debtors' claims and voting agent.

The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of Aug. 31, 2008.  (Circuit City Bankruptcy
News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


IVIVI TECHNOLOGIES: Posts $2.1MM Net Loss in Qtr. Ended Sept. 30
----------------------------------------------------------------
Ivivi Technologies, Inc., posted a net loss of $2,178,150 for the
three months ended September 30, 2008, compared with a net loss of
$1,807,065 for the same period a year earlier.

In a regulatory filing dated November 19, 2008, Steven Gluckstern,
president and chief executive officer, and Alan Gallantar, senior
vice president and chief financial officer, disclosed that the
company has had significant operating losses for the fiscal years
ended March 31, 2008 and 2007, as well as for the three and six
month periods ended September 30, 2008 and 2007.  "At September
30, 2008, we had an accumulated deficit of approximately $35.6
million.  Our continuing operating losses have been funded
principally through the proceeds of our private placement
financings, our initial public offering and other arrangements.
We have generated limited revenues of $1.6 million and
$1.2 million for the years ended March 31, 2008 and 2007,
respectively, and $588,227 and $225,732 for the three months ended
September 30, 2008 and 2007, respectively and $971,423 and
$686,731 for the six months ended September 30, 2008 and 2007,
respectively, primarily from the rental and sale of our products,
and we expect to incur additional operating losses, as well as
negative cash flow from operations, for the foreseeable future, as
we continue to expand our research and development of additional
applications for our tPEMF technology and other technologies that
we may develop in the future.  On October 15, 2008, we repurchased
650,000 shares of our common stock at $.15 per share, or $97,500,
from an investor in a private transaction."

"The company posted a net loss of $4,380,465 for the six months
ended September 30, 2008, and net cash used in operating
activities of $3,488,700 for the six months ended September 30,
2008.  These factors, among others, raise substantial doubt about
our ability to continue as a going concern.  Our ability to
continue as a going concern is dependent on our ability to raise
additional funds to finance our operations."

As of September 30, 2008, the company's balance sheet showed total
assets of $5,222,938, total current liabilities of $1,628,158,
deferred revenue of $35,640, and total stockholders' equity of
$3,559,140.

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?36ec

                    DSI Terminates Agreement

On December 22, 2008, Ivivi Technologies, Inc., received
notification from DSI Renal, Inc., that DSI has terminated the
collaboration agreement, dated February 11, 2008, between the
company and DSI.  In its letter, DSI notified the company that it
has ceased the operation of its clinical research division and is
no longer sponsoring or engaging in clinical research activities.

                      Employment Agreements

On December 31, 2008, Ivivi Technologies entered into an
employment agreement with Steven M. Gluckstern to secure his
service as Chairman of the Board -- for so long as Mr. Gluckstern
continues to be a member of the Board of Directors -- and as
President and Chief Executive Officer of the company.

The company also entered into an amended and restated employment
agreement with David Saloff to secure his continued service as
Executive Vice President, Sales and Marketing, and Chief Business
Development Officer, and with Andre' DiMino to secure his service
as Vice Chairman of the Board -- for so long as Mr. DiMino
continues to be a member of the Board of Directors -- and as
Executive Vice President, Manufacturing and Technology, and Chief
Technical Officer of Employer.

In addition, the company entered into an amendment to its
employment agreement with Alan Gallantar, the company's Chief
Financial Officer, for the purpose of complying with Internal
Revenue Code 409A.

                 About Ivivi Technologies, Inc.

Based in Montvale, New Jersey, Ivivi Technologies, Inc., is a
medical technology company focusing on designing, developing and
commercializing its proprietary electrotherapeutic technology
platform, with a primary focus on developing treatments for
cardiovascular disease.  Ivivi's research and development
activities are focused specifically on targeted pulsed
electromagnetic field, or tPEMF(TM), technology, which, by
creating a therapeutic electrical current in injured soft tissue,
is believed to modulate biochemical and physiological healing
processes to help reduce related pain and inflammation.  The
company's most recent clinical studies have shown reductions in
anginal pain and increases in blood flow to the heart in certain
cardiac patients; however, additional studies will be focused in
this area.  The company also expects to seek strategic partners to
pursue other markets, like osteoarthritis, neurology and other
inflammatory-related conditions if FDA marketing approvals or
clearances can be achieved in these areas.


JED OIL: Closes Asset Sale; To File 3rd Quarter Report on Feb. 17
-----------------------------------------------------------------
JED Oil Inc. (NYSE Alternext US: JDO) disclosed on December 31,
2008, its fourth Default Status Report under Canadian National
Policy 12-203, pursuant to which the company announced that its
financial statements for the third quarter ended September 30,
2008, would not be filed by November 14, 2008.  The company's
deadline for filing its third quarter financial statements is on
the expiration of the new CCAA stay period, which has been
extended to February 17, 2009.

JED reports that since announcing the original Notice of Default
on November 5, 2008 and filing its first, second and third Default
Status Reports on November 19 and December 3 and 17, 2008,
respectively, there have not been any additional material changes
to the information contained therein; nor any failure by JED to
fulfill its intentions as stated therein, and there are no
additional defaults or anticipated defaults subsequent to the
announcement.  The company intends to file its next Default Status
Report on Wednesday, January 13, 2009.

JED also announced the closing on December 19, 2008, of the sale
by the company and its subsidiaries -- JED Production Inc. and JED
Oil (USA) Inc. -- of non-core oil and gas assets in the Ferrier
and Wizard Lake areas of Alberta and Pinedale area of Wyoming.
The consideration for portions of the sale is being held in trust,
pending receipt or deemed receipt of waivers of rights of first
refusal held by working interest partners.

                          About JED Oil

JED Oil Inc. (AMEX: JDO) -- http://www.jedoil.com/-- is an
independent energy company that explores, develops, and produces
natural gas, crude oil, and natural gas liquids in Canada and the
United States.  JED Oil was established in September 2003, and
commenced operations in the second quarter of 2004.  As of
Dec. 31, 2007, it had total proved reserves of 3,035,000 of
barrels of oil equivalent.  The company was founded in 2003 and is
headquartered in Didsbury, Canada

As reported in the Troubled Company Reporter on Aug. 27, 2008, JED
Oil Inc. and its subsidiaries, JED Production Inc., and JED Oil
(USA) Inc. have obtained creditor protection under the Companies'
Creditors Arrangement Act (Canada) pursuant to an Order obtained
on Aug. 13, 2008, from the Court of Queen's Bench of Alberta,
Judicial District of Calgary.


JUSTICE RESOURCE: Moody's Withdraws 'Ba1' Rating on 1998 Bonds
--------------------------------------------------------------
Moody's Investors Service has withdrawn the Ba1 rating assigned to
Justice Resource Institute's Series 1998 bonds.

The full outstanding balance of these bonds has been defeased
following a refinancing of Justice Resource Institute's debt.


KAMIAKIN VILLAGE: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Kamiakin Village Association Limited Partnership
        d/b/a Kamiakin Village Associates LP
        PO Box 1071
        Mercer Island, WA 98040

Bankruptcy Case No.: 08-18858

Chapter 11 Petition Date: December 24, 2008

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Jeffrey L. Smoot, Esq.
                  Lasher Holzapfel Sperry & Ebberson PLLC
                  601 Union Ste 2600
                  Seattle, WA 98101-4000
                  Tel: (206) 624-1230
                  Email: smoot@lasher.com

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

Estimated Debts: $500,001 to $1,000,000

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/wawb08-18858.pdf

The petition was signed by David Reed Cahill, general partner.


KB HOME: Posts $307.3M Loss in 4thQ; Loss Exceeds Estimates
-----------------------------------------------------------
KB Home reported financial results for its fourth quarter and
fiscal year ended November 30, 2008.  Results include:

-- Total revenues for the fourth quarter ended November 30, 2008
    were $919.0 million, down from $2.07 billion for the year-
    earlier quarter, mainly due to lower housing revenues.
    Fourth-quarter housing revenues totaled $908.5 million on
    3,912 homes delivered, compared to $2.02 billion on 8,132
    homes delivered in the fourth quarter of 2007.  The average
    selling price of the company's homes in the fourth quarter of
    2008 decreased to $232,200 from $247,800 in the prior year's
    fourth quarter.

-- The company reported a net loss of $307.3 million, or $3.96
    per diluted share, for the fourth quarter of 2008, compared
    to a net loss of $772.7 million, or $9.99 per diluted share,
    for the fourth quarter of 2007.

Results for both periods included significant pretax, noncash
charges for inventory and joint venture impairments and land
option contract abandonments, and after-tax charges to record
valuation allowances against the deferred tax assets generated
from the losses.  Results for the 2008 fourth quarter also
included a goodwill impairment charge.

-- The company generated positive operating cash flow of
    $311.1 million during the fourth quarter of 2008 and ended
    the fiscal year with $1.25 billion of cash and cash
    equivalents.  The company's debt balance at the end of fiscal
    2008 was $1.94 billion, down $220.3 million from
    $2.16 billion at November 30, 2007, mainly due to the early
    redemption of public debt during the year. The Company ended
    the fiscal year with no cash borrowings outstanding under its
    revolving credit facility.  The company's ratio of debt to
    total capital was 70.0% at fiscal year-end 2008, compared to
    53.9% at fiscal year-end 2007.  Net of cash, the ratio was
    45.4% at November 30, 2008, compared to 31.1% a year ago.
    The higher year-over-year ratios reflected the impact of the
    company's net losses, which were generated primarily from
    noncash charges for asset impairments and abandonments, and
    deferred tax asset valuation allowances.

-- For the year ended November 30, 2008, the company generated
    total revenues of $3.03 billion, compared to $6.42 billion
    for fiscal year 2007.  Housing revenues in fiscal 2008
    totaled $2.94 billion, down from $6.21 billion in the
    previous year.  For the full 2008 fiscal year, the company
    reported a net loss of $976.1 million, or $12.59 per diluted
    share, due largely to pretax, noncash charges for asset
    impairments and abandonments, and an after-tax charge to
    record a valuation allowance against the net deferred tax
    assets generated during the year.  In fiscal year 2007, the
    company reported a loss from continuing operations of
    $1.41 billion, or $18.33 per diluted share, largely due to
    similar charges associated with asset impairments,
    abandonments and deferred tax asset valuation allowances.
    The company's fiscal 2007 net loss of $929.4 million, or
    $12.04 per diluted share, included income of $485.4 million,
    or $6.29 per diluted share, generated by the company's French
    discontinued operations, including the gain on the sale of
    those operations in July 2007.

-- On October 17, 2008, the company filed an automatically
    effective universal shelf registration statement with the
    Securities and Exchange Commission, registering debt and
    equity securities that it may issue from time to time in
    amounts to be determined.  On December 15, 2008, the
    company redeemed all $200.0 million of its 8 5/8% senior
    subordinated notes at their scheduled maturity.

"With unprecedented downward pressures continuing to confront the
homebuilding industry and the overall economy, our operating
strategy and key priorities at KB Home have not changed," said
Jeffrey Mezger, president and chief executive officer.  "We
continue to pursue an aggressive agenda to maintain a strong
financial position, restore the profitability of our homebuilding
operations, and position our business for an eventual housing
market recovery.  Our fourth quarter results demonstrate the
progress we have made, as we generated positive cash flows from
operations, enhanced our liquidity, further reduced inventory
levels, improved our gross margins (excluding noncash inventory-
related charges), and lowered our overhead costs.  Excluding the
impact of impairments and abandonments, we achieved positive
operating income for the first time in five quarters.  Looking
ahead into 2009, we are aiming to build on the momentum we have
generated in adapting our business to the ever changing operating
environment."

Revenues for the fourth quarter of 2008 totaled $919.0 million,
down 56% from the fourth quarter of 2007, largely due to a 55%
year-over-year decline in housing revenues to $908.5 million.
Housing revenues fell on a 52% decrease in homes delivered to
3,912 from 8,132, reflecting lower net orders for homes over the
past several quarters.  This decrease in net orders was largely
the product of weakening demand, rising mortgage foreclosures,
tightening mortgage lending standards, and the strategic
reductions the company made in the number of its active selling
communities during the same period.  The company's average selling
price in the fourth quarter of 2008 was $232,200, a decrease of 6%
from the fourth quarter of 2007.  Fourth-quarter land sale
revenues totaled $7.1 million, down from $50.3 million for the
year-earlier period.

The company's homebuilding operations posted an operating loss of
$241.5 million in the fourth quarter of 2008, largely due to
pretax, noncash inventory impairment and abandonment charges of
$204.7 million, impairment charges related to future land sales of
$1.0 million, and goodwill impairment charges of
$43.4 million.  In the year-earlier quarter, the company's
homebuilding operations recorded an operating loss of
$331.6 million, including pretax, noncash inventory impairment and
abandonment charges of $290.3 million and impairment charges
related to future land sales of $15.2 million.  The company's 2008
fourth-quarter housing gross margin, including pretax, noncash
inventory impairment and abandonment charges, declined to a
negative 8.6% from a negative 4.3% in the fourth quarter of 2007.
Excluding such inventory-related charges, the 2008 fourth-quarter
housing gross margin improved by 3.8 percentage points to 13.9%
from 10.1% in the prior year's fourth quarter.  Land sales
produced a profit of $1.1 million in the fourth quarter of 2008
and a loss of $16.4 million in the fourth quarter of 2007.

Selling, general and administrative expenses in the fourth quarter
of 2008 totaled $121.1 million, down $107.6 million from $228.7
million in the fourth quarter of 2007.  This 47% year-over-year
improvement reflected the company's strategic actions in 2008 to
selectively exit certain markets, consolidate operating divisions,
implement workforce reductions, and reduce overhead costs to align
with lower revenue levels.  Selling, general and administrative
expenses were 13.3% of housing revenues in the fourth quarter of
2008, demonstrating substantial progress from 19.9% in the third
quarter of 2008.  In the fourth quarter of 2007, the same selling,
general and administrative expense ratio was 11.3%.  The company's
equity in loss of unconsolidated joint ventures totaled $61.2
million in the fourth quarter of 2008, including $60.2 million of
impairment charges, compared to $89.2 million including $97.9
million of impairment charges, in the fourth quarter of 2007.

The company's financial services business, which includes its
mortgage banking joint venture, posted pretax income of
$6.9 million in the fourth quarter of 2008, compared to
$12.1 million in the prior year's fourth quarter.  Year-over-year,
the mortgage banking joint venture originated 50% fewer mortgage
loans in the fourth quarter of 2008, due to the relatively lower
volume of homes delivered by the company, while the average loan
size declined 11%, reflecting the relatively lower average selling
prices of the company's homes.  The percentage of the company's
homebuyers who obtained mortgage financing from the joint venture
increased to 81% in the 2008 fourth quarter from 79% in the year-
earlier quarter.

The company reported a net loss of $307.3 million, or $3.96 per
diluted share, for the quarter ended November 30, 2008, including
pretax, noncash charges of $265.9 million for inventory and joint
venture impairments and land option contract abandonments,
$43.4 million to write off all remaining goodwill, and an after-
tax charge of $98.9 million to record a valuation allowance
against the net deferred tax assets generated from the fourth-
quarter loss.  As of November 30, 2008, the company's deferred tax
asset valuation allowance totaled $878.8 million.  For the fourth
quarter of 2007, the Company reported a net loss of
$772.7 million, or $9.99 per diluted share, including pretax,
noncash charges of $403.4 million associated with inventory and
joint venture impairments and land option contract abandonments,
and an after-tax charge of $514.2 million to initially establish a
valuation allowance against the net deferred tax assets.

Company-wide net orders totaled 1,296 homes for the fourth quarter
of 2008, down 50% from 2,574 homes for the fourth quarter of 2007.
The year-over-year comparison improved from the third quarter of
2008, when net orders were down 66% from the year-earlier period.
The company's cancellation rate based on gross orders was 46% in
the fourth quarter of 2008, compared to 51% in the third quarter
of 2008 and 58% in the fourth quarter of 2007.  As a percentage of
beginning backlog, the cancellation rate was 23% in the fourth
quarter of 2008, compared to 22% in the third quarter of 2008 and
30% in the fourth quarter of 2007.  The number of homes in backlog
at November 30, 2008, declined 64% from a year ago to 2 269, with
decreases ranging from 51% to 73% across the company's four
geographic operating regions.  Total backlog value of
approximately $521.4 million at November 30, 2008, fell 65% from
approximately $1.50 billion at November 30, 2007, reflecting year-
over-year decreases in both the number of homes in backlog and the
Company's average selling prices.

"Housing market and general economic conditions in 2009 are
expected to remain difficult or possibly worsen as the timing of
any meaningful recovery for the homebuilding industry remains
uncertain," said Mr. Mezger.  "At KB Home, we continue to position
our business to weather these conditions and prepare for
opportunities in the future.  In 2009, we will concentrate on
factors within our control, including careful financial management
and prudent strategic decisions regarding inventory investments,
community development, and product design, consistent with our
objectives to improve our overall performance.  While we welcome
appropriate federal stimulus to support the housing market, we are
not counting on it or passively waiting for better times.
Instead, we are actively executing our business strategies in
order to achieve our primary near-term goals, making tactical
adjustments as necessary.  We are confident that our unique value
proposition for homebuyers, our disciplined Built to Order(TM)
business model, substantial liquidity, ability to generate
positive cash flows, and our ongoing cost-reduction initiatives
will allow us to navigate through the current environment and
capitalize effectively on opportunities as the housing market
stabilizes.  Until that occurs, we will remain sharply focused on
preserving and enhancing stockholder value."

For the year ended November 30, 2008, revenues totaled
$3.03 billion, decreasing 53% from $6.42 billion for the year
ended November 30, 2007.  On a year-over-year basis, the number of
homes delivered in fiscal 2008 decreased 48% to 12,438 and the
average selling price declined 10% to $236,400.  The company
posted a net loss of $976.1 million, or $12.59 per diluted share,
in fiscal 2008, including pretax, noncash charges of
$748.6 million for inventory and joint venture impairments and
land option contract abandonments, and $68.0 million for goodwill
impairments.  The fiscal 2008 net loss was increased by a
$355.9 million after-tax valuation allowance charge against the
deferred tax assets generated during the year.  For fiscal 2007,
the company generated a loss from continuing operations of
$1.41 billion, or $18.33 per diluted share due largely to pretax,
noncash charges of $1.41 billion for inventory and joint venture
impairments and land option contract abandonments, $107.9 million
for goodwill impairments, and an after-tax charge of
$514.2 million to initially establish a valuation allowance
against net deferred tax assets.  Including income of
$485.4 million, or $6.29 per diluted share, from the company's
French discontinued operations and the gain realized on the sale
of those operations in July 2007, the company posted a net loss of
$929.4 million, or $12.04 per diluted share, in fiscal 2007.

                 4thQ Loss Exceeds Estimates

Bloomberg's Carla Main reports that KB Home reported a fourth-
quarter loss exceeding analysts' estimates, sending shares down as
much as 14 percent as the company predicted more pain for the
housing market in 2009.

According to the report, the home builder had a net loss of $307.3
million, or $3.96 a share, compared with a median estimated loss
of $96.9 million, or $1.19 a share, by 10 analysts in a Bloomberg
survey.

The Los Angeles Times notes that KB Home has reported its eighth
straight quarterly loss, although the latest quarterly loss was
substantially less than the $772.7-million loss, or $9.99 a share,
it reported for the same quarter in 2007.

                          About KB Home

Based in Los Angeles, California, KB Home (NYSE: KBH) --
http://www.kbhome.com/-- is one of the largest homebuilders in
the United States.  The company has operating divisions in 13
states.

At May 31, 2008, the company's consolidated balance sheet showed
$4.8 billion in total assets, $3.5 billion in total liabilities,
and $1.3 million in total stockholders' equity.

For the six-months ended May 31, 2008, the company reported a
consolidated net loss of $524.1 million on total revenues of
$1.4 billion, compared with a net loss of $121.1 million on total
revenues of $2.8 billion in the comparable six-month period ended
May 31, 2007.

                           *     *     *

As reported by the Troubled Company Reporter on Dec. 16, 2008,
Fitch Ratings downgraded KB Home's Issuer Default Rating and
outstanding debt ratings:

  -- IDR to 'BB-' from 'BB+';
  -- Senior unsecured to 'BB-' from 'BB+';
  -- Unsecured bank credit facility to 'BB-' from 'BB+';
  -- Senior subordinated debt to 'B' from 'BB-'.

Fitch said that the rating outlook remains negative.

According to the TCR on Nov. 28, 2008, Moody's Investors Service
downgraded all of the ratings of KB Home, including its corporate
family rating to Ba3 from Ba2, its probability of default rating
to Ba3 from Ba2, its senior notes rating to Ba3 from Ba2, and its
senior subordinated notes rating to B2 from B1.  At the same time,
Moody's affirmed the company's speculative grade liquidity rating
at SGL-2.  Moody's said that the outlook remains negative.

The TCR said on May 21, 2008, that Standard & Poor's Ratings
Services lowered its corporate credit and senior note ratings on
KB Home to 'BB' from 'BB+'.  S&P also lowered its rating on the
company's senior subordinated notes to 'B+' from 'BB-'.  The
outlook remains negative.  The rating actions affect
$2.15 billion of rated notes.

The TCR on June 11, 2008, said that Moody's Investors Service
lowered all of the ratings of KB Home, including its corporate
family rating to Ba2 from Ba1, the ratings on its various issues
of senior unsecured notes to Ba2 from Ba1, and the rating on its
subordinated notes to B1 from Ba2.  At the same time, a
speculative grade liquidity rating of SGL-2 was assigned.  The
outlook remains negative.

On June 12, 2008, the TCR said that Fitch Ratings has affirmed KB
Home's Issuer Default Rating and other outstanding debt ratings as
IDR 'BB+'; Senior unsecured 'BB+'; Unsecured bank credit facility
'BB+'; and Senior subordinated debt 'BB-'.  S&P said that the
rating outlook remains negative.


KUM SOO: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Kum Soo Corporation
        d/b/a New J. Market
        P.O. Box 22331
        GMF, GU 96921

Bankruptcy Case No.: 08-00150

Chapter 11 Petition Date: December 31, 2008

Court: United States Bankruptcy Court
       District Court of Guam (Hagatna)

Judge: Frances M. Tydingco-Gatewood

Debtor's Counsel: Mark E. Williams, Esq.
                  Law Office of Mark Edward Williams, P.C.
                  201 K and F Building
                  213 E. Buena Vista Ave.
                  Dededo, GU 96929
                  Tel: (671) 637-9620
                  Fax: (671) 637-9660
                  Email: mark.e.williams@usa.net

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

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

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/gub08-00150.pdf

The petition was signed by Yong Cha Ho Kim, President of the
company.


LEHMAN BROS: Colorado Commissioner Sues Reserve Fund for Fraud
--------------------------------------------------------------
Colorado Securities Commissioner Fred Joseph sued the Primary Fund
and its operators, the Reserve Fund and Reserve Management Co.,
over the loss of an estimated $3 million to $5 million tied to
Reserve Fund's investments in Lehman Brothers, Inc., The Denver
Post reported.

Colorado local governments and school districts had $525 million
invested in the Reserve Fund through the state's Colorado Surplus
Asset Fund Trust (CSAFE), the report related.  CSAFE alleges in
the lawsuit that the Reserve Fund violated Colorado's anti-fraud
provisions.

The Primary Fund suffered massive losses Sept. 15, 2008, when
Lehman Brothers, Inc., in which it held short-term debt, filed
for bankruptcy, prompting a run on the fund's assets, the report
said.

Mr. Joseph related to the Post that CSAFE contacted the Primary
Fund on Sept. 15 to request a redemption of its $525 million
investment.  A CSAFE agent then executed a transaction to sell the
shares for $1 each, the report said.

On Sept. 16, however, Reserve announced that the Primary Fund had
"broken the buck," or that its net asset value had fallen below
$1 a share, resulting to a freeze of shareholder withdrawals, the
report related.  Reserve said it would make redemptions at $1 per
share only to those who requested them before 3 p.m. on Sept. 15,
the report said citing documents filed by the Commissioner with a
federal court.

CSAFE has since received some of the money but is still owed
$111 million, Court documents said.

Reserve, according to the report, faces several other lawsuits,
including the lawsuit filed by Ameriprise Financial Incorporated,
accusing that some large investors were tipped off early to the
Primary Fund's problems on Sept. 15 and withdrew their money
without losses.  Reserve disclosed in Dec. 2008 that the U.S.
Securities and Exchange Commission is preparing to bring
enforcement action against the company and its key executives.
Colorado is believed to be the first state to sue Reserve, the
report said.

          Court Appoints Monitor for Reserve Fund

The Star Tribune reported that a federal judge in Minneapolis,
Minnesota, has approved Ameriprise Financial's request to appoint
an independent expert to monitor how the owners of Reserve Fund
spent the fund's assets.

Reserve Management, parent of the fund, has said the SEC likely
will charge it and Chairman Bruce Bent with violating securities
laws in the collapse of the $63 billion fund.  The federal court
has asked that Ameriprise and Reserve each recommend a candidate
for the special master role.

                       About Lehman Brothers

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

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

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

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only $2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

              International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on
Sept. 16.  The two units of Lehman Brothers Holdings, Inc., which
has filed for bankruptcy protection in the U.S. Bankruptcy Court
for the Southern District of New York, have combined liabilities
of JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., <http://bankrupt.com/newsstand/>or
215/945-7000).

                        About Reserve Fund

The Reserve is a partner committed to helping both businesses and
individual investors.  The Reserve has been a leading innovator in
cash and cash-related products for the brokerage, banking and
retail direct marketplace for nearly four decades.  In addition to
creating the industry's first FDIC-insured sweep program, it
offers retail direct investors up to $2.5 million in FDIC
insurance in a single account.

The Primary Fund is operated by, the Reserve Fund and Reserve
Management Co.


LEHMAN BROTHERS: BNC and Luxembourg Unit File for Chapter 11
------------------------------------------------------------
Luxembourg Residential Properties Loan Finance, S.a.r.l., an
affiliate of Lehman Brothers Holdings, Inc., filed for bankruptcy
protection in the U.S. Bankruptcy Court for the Southern District
of New York on January 7, 2009, three months after LBHI filed the
largest bankruptcy in U.S. history.

On, Jan. 9, LBHI's subprime-mortgage lending unit BNC Mortgage LLC
filed for bankruptcy, seeking to wind down with its parent
company, Bloomberg News reported.  It listed assets and debt of
more than $1 billion each.  Irvine, California-based BNC Mortgage
originated, bought and sold residential mortgage loans.

Luxembourg Residential, listing $1 billion in both assets and
debts in its Chapter 11 Petition, seeks to be consolidated with
LBHI's bankruptcy case.  Luxembourg Residential is LBHI's 16th
affiliate under bankruptcy protection in the U.S.  Luxembourg
Residential estimates that its creditors, consolidated with its
debtor affiliates, will exceed 100,000.

Luxembourg Trading Finance S.a.r.l. owns 100% of Luxembourg
Residential's equity, a court filing signed by Alfredo R. Perez,
Esq., at Weil, Gotshal & Manges LLP, in New York, states.
According to the court filing, Luxembourg Residential does not
directly or indirectly own 10% or more of any class of equity
interests in any corporation whose securities are publicly traded
and does not own an interest in any general or limited partnership
or joint venture.

Other real estate-related Lehman affiliates, including PAMI
Statler Arms, LLC, an apartment complex unit in Cleveland, also
filed for Chapter 11 protection on September 23, 2008, listing
assets of $20 million and debt of $38.5 million, Bloomberg News
said.

Bloomberg related that LBHI said in an annual filing with the
U.S. Securities and that various subsidiaries in European
countries including Luxembourg, Switzerland and Italy are
overseen by regulatory authorities in those countries.  The
annual filing, however, didn't disclose any other information
about Luxembourg operations.

Luxembourg Residential's case is In re Luxembourg Residential
Properties Loan Finance 09-10108, U.S. Bankruptcy Court, Southern
District of New York (Manhattan).  LBHI's case is In re. Lehman
Brothers Holdings Inc., 08-13555, U.S. Bankruptcy Court, Southern
District of New York (Manhattan).

Creditors in Luxembourg Residential's Chapter 11 case are
directed to attend a Section 341 meeting on January 29, 2009, at
10:00 a.m., at the Mercury Ballroom of the Hilton New York, at
1335 Avenue of the Americas, in New York.

                       About Lehman Brothers

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

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

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

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only $2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

              International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on
Sept. 16.  The two units of Lehman Brothers Holdings, Inc., which
has filed for bankruptcy protection in the U.S. Bankruptcy Court
for the Southern District of New York, have combined liabilities
of JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., <http://bankrupt.com/newsstand/>or
215/945-7000).


LEHMAN BROTHERS: Cuts Deal to Exit From $370-Mil. Kapalua Loan
--------------------------------------------------------------
Lehman Brothers Holdings, Inc., asks the U.S. Bankruptcy Court for
the Southern District of New York to approve a stipulation that
waives its defaults under a $370,000,000 pre-bankruptcy loan
agreement with Kapalua Bay, LLC.

LBHI, as lender, and Kapalua, as borrower, are parties to a
construction loan agreement dated as of July 14, 2006, as amended,
for a loan in the aggregate amount of up to $370,000,000.  On Jan.
26, 2007, LBHI and Kapalua entered into a note splitter and
reaffirmation agreement, pursuant to which the original note
delivered by Kapalua pursuant to the Loan Agreement was split,
divided and apportioned into six separate promissory notes
delivered by Kapalua to LBHI:

    (i) the Amended, Severed and Restated Promissory Note in the
        principal amount of $30 million ("Note A-1"),

   (ii) the Amended, Severed and Restated Promissory Note in the
        principal amount of $25 million ("Note A-2");

  (iii) the Amended, Severed and Restated Promissory Note in the
        principal amount of $25 million ("Note A-3");

   (iv) the Amended, Severed and Restated Promissory Note in the
        principal amount of $15 million ("Note A-4");

    (v) Amended, Severed and Restated Promissory Note in the
        principal amount of $255 million ("Note A-5"); and

   (vi) the Amended, Severed and Restated Promissory Note in the
        principal amount of $20,000,000 ("Note B").

LBHI subsequently assigned Note A-1 to Central Pacific Bank, Note
A-2 to Landesbank Baden-Wrttemberg, and Note A-3 to Deutsche
Hypothekenbank.  LBHI retained Note A-4 and Note A-5.  Swedbank AB
(publ), New York Branch is the assignee and successor-in-interest
to Note B.

As of the Sept. 15 petition date, about $202.4 million of the Loan
had been funded.  Since its petition date, LBHI has not funded its
obligations under the Loan other than capitalized interest to
itself in the amount of $1.8 million.  On the other hand, the Non-
LBHI Lenders have funded their post-petition portions of the Loan
in the amount of $19.0 million, and Swedbank has funded its post-
petition portion of the Loan in the amount of $4.8 million.  After
taking into account loans made to Kapalua by certain of the joint
venture partners of Kapalua since LBHI's bankruptcy filing on
Sept. 15, there is still a need for $120.1 million of additional
funding under the Loan to complete the Project, excluding $3.5
million of funds advanced by the Non-LBHI Lenders and Swedbank
during December 2008.

On Oct. 23, 2008, Kapalua filed a motion with the Bankruptcy Court
seeking LBHI's disposition of the Construction Loan Agreement.  On
Nov. 24, 2008, the Non-LBHI Lenders filed a motion with the
Bankruptcy Court to remove LBHI as agent under the Construction
Loan Agreement.

Following negotiations, LBHI submitted its stipulation with the
Non-LBHI Lenders to the Bankruptcy Court.  The parties have agreed
to these terms:

  -- As set forth in a term sheet, the existing Loan will be
     modified into multiple tranches in these amounts:

      (i) a new Facility A to be documented in the amount of
          $120.1 million and consisting of $35.0 million to be
          funded by LBHI, $20.1 million to be funded by the Non-
          LBHI Lenders pursuant to their existing commitment,
          $55.0 million of new commitments to be funded by the
          Non-LBHI Lenders, and $10.0 million to be funded by
          Kapalua's joint venture partners;

     (ii) Facility B-1 in the amount of $28.0 million and
          consisting of $16.2 million of post-Commencement Date
          advances funded by the Non-LBHI Lenders, $10.0 million
          representing a portion of the post-Commencement Date
          loans previously advanced by Kapalua's joint venture
          partners, and $1.8 million of post-Commencement
          interest advances by LBHI;

   (iii) Facility B-2 in the amount of $4.1 million consisting of
         the Note B post-Commencement Date advances by Swedbank;

    (iv) Facility C-1 in the amount of $191.4 million consisting
         of the pre-Commencement Date amounts outstanding under
         the A Notes; and

     (v) Facility C-2 in the amount of $10.9 million consisting
         of the pre-Commencement Date Note B loan balance.

  -- In addition, $5.0 million of the Note B commitments, as they
     existed immediately prior to December 24, 2008, will be
     funded as equity by Kapalua's joint venture partners.

  -- The Facilities will have these ranking for payment, lien
     priority, and collateral:

      (i) Facility A will have first priority;
     (ii) Facility B-1 will have second priority;
    (iii) Facility B-2 will have third priority;
     (iv) Facility C-1 will have fourth priority, and
      (v) Facility C-2 will have fifth priority.

  -- Under the Construction Loan Agreement, as modified, Central
     Pacific Bank will replace LBHI as administrative agent for
     all purposes under the Construction Loan Agreement.

  -- LBHI's defaults under the Construction Loan Agreement will
     be deemed cured for purposes of Section 365(b) of the
     Bankruptcy Code.

Kapalua Bay is represented in this transaction by:

   KIRKLAND & ELLIS LLP
   Richard L. Wynne, Esq.,
   Shirley S. Cho, Esq.,
   777 South Figueroa Street, 37th Floor
   Los Angeles, CA 90017
   Telephone: (213) 680-8400
   Facsimile: (213) 680-8500

Attorneys for Central Pacific Bank, Deutsche Hypothekenbank, and
Landesbank are:

   CHADBOURNE & PARKE LLP
   Andrew Coronios, Esq.,
   N. Theodore Zink, Jr., Esq.,
   Andrew Rosenblatt, Esq.,
   30 Rockefeller Plaza
   New York, New York, 10112
   Telephone: (212) 408-5100
   Facsimile: (212) 408-5369

Swedbank is represented by:

   SALANS LLP
   Claude D. Montgomery, Esq.,
   Robert F. Ebin
   620 Fifth Avenue
   New York, NY 10020
   Telephone: (212) 632-5500
   Facsimile: (212) 632-5500

The Bankruptcy Court will convene a hearing on the Stipulation on
Jan. 29, 2008, at 4:00 p.m. (prevailing Eastern Time), if
objections are filed by Jan. 23.  The Court will approve the
Stipulation, absent any hearing, if no timely objections are
filed.

                       About Lehman Brothers

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

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

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

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only $2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

              International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on
Sept. 16.  The two units of Lehman Brothers Holdings, Inc., which
has filed for bankruptcy protection in the U.S. Bankruptcy Court
for the Southern District of New York, have combined liabilities
of JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., <http://bankrupt.com/newsstand/>or
215/945-7000).


LEHMAN BROTHERS: Reinet May Bid for Merchant Banking Unit
---------------------------------------------------------
Lehman Brothers Holdings, Inc., is in separate talks with its
Merchant Banking unit's managers and Reinet Investments SCA about
a potential sale of Lehman's private equity unit, which includes
Lehman Brothers Merchant Banking.

Reinet Investments SCA confirmed yesterday that it is in
negotiation with the Lehman Brothers' bankruptcy estate with a
view to participating in the partial buy-out of the former Lehman
Brothers private equity business.

Reinet stated in its Jan. 12 statement that negotiations are
continuing with the bankruptcy estate and investors in the funds
managed by LBMB.  Reinet, however, said that as of Jan. 12, no
formal agreement has been reached.  Reinet said that if effected,
the transaction is not expected to materially impact the net asset
value or operating results.

Bloomberg News reported last week that in connection with the
potential sale to managers, Lehman's bankruptcy estate would
retain stakes in the fund's previous investments after the buyout
by managers in the U.S. and Europe, according to the people, who
asked not to be identified because the talks are confidential.
They declined to specify the sale price, saying the deal hasn't
been completed, according to the report.

Lehman is in advanced talks to sell the $3.3 billion fund to its
managers and Reinet, two people with knowledge of the talks
confirmed last week, according to Bloomberg.  Reinet would commit
$250 million to the Lehman fund for future investments, Bloomberg
said, citing the two people, who declined to give a sale price and
asked not to be named because the talks are confidential.

The Wall Street Journal, citing people familiar with the deal,
said Jan. 9 that Lehman Brothers' private-equity unit has reached
an agreement with its parent to become an independent company. The
Lehman estate will retain a substantial interest in the business.

Reinet Investments SCA is a partnership limited by shares
incorporated in the Grand Duchy of Luxembourg and having its
registered office at 35 Boulevard Prince Henri, L 1724 Luxembourg.
Reinet's net asset value is currently in excess of EUR2 billion.
Reinet shares are listed on the Luxembourg Stock Exchange and
Reinet South African Depository Receipts are listed in
Johannesburg on the exchange operated by the JSE Limited. Reinet
shares are included in the 'LuxX' index of the principal shares
traded on the Luxembourg exchange and the South African Depositary
Receipts are included in the JSE 'Top 40' Share Index.

                       About Lehman Brothers

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

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

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

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only $2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

              International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on
Sept. 16.  The two units of Lehman Brothers Holdings, Inc., which
has filed for bankruptcy protection in the U.S. Bankruptcy Court
for the Southern District of New York, have combined liabilities
of JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., <http://bankrupt.com/newsstand/>or
215/945-7000).


LEHMAN BROTHERS: Inks Deal with Sumitomo on Loan Transfer
---------------------------------------------------------
Lehman Brothers Holdings, Inc., asks the U.S. Bankruptcy Court for
the Southern District of New York to approve amendments to a
stipulation it signed with Sumitomo Mitsui Banking Corporation.

The stipulation, originally approved by the Court on December 17,
2008, granted Sumitomo adequate protection from any diminution in
the value of the collateral, which Lehman Brothers and Lehman
Commercial Paper, Inc., pledged to secure payment of the loan they
availed from Sumitomo under a loan and security agreement dated
May 27, 2008.  The collateral consists of the Debtors' financial
assets including corporate loans.

As of Sept. 15, 2008, Lehman Brothers Holdings owes $350,573,307
to Sumitomo under the loan agreement.

LBHI's attorney, Jacqueline Marcus, Esq., at Weil Gotshal &
Manges, LLP, in New York, says the amendments to the stipulation
would facilitate the transfer of the $78,340,663 "Imperial
Tobacco SFA" to Sumitomo.

The stipulation provides that to adequately protect Sumitomo for
any diminution in the value of the collateral from and after
Sept. 15, 2008, resulting from the automatic stay imposed by the
Bankruptcy Code, and to enable the Debtors to reduce interest
accrual, LCPI or LBHI has made and will make these payments to
Sumitomo:

      * an amount equal to $3,720,208 (accrued and unpaid
        interest from August 29 to Dec. 1, 2008 at non-default
        rate);

      * on the last day of each month, an amount equal to
        accrued and unpaid interest on the principal amount of
        the obligations outstanding under the loan agreement at
        a non-default rate of interest; and

      * within five days following the later of (i) the entry of
        amended stipulation and (ii) the date of receipt by LCPI
        thereof, an amount equal to any permanent principal
        payments made to LCPI with respect to the corporate
        loans including any voluntary or mandatory prepayments
        received in connection with any refinancing, the
        principal payments of which will be reduced from the
        $350,573,307 in outstanding debt.

As further adequate protection, (i) LBHI will irrevocably sell,
transfer, assign, grant and convey the "Imperial Tobacco SFA"
term loan and the related transferred rights to Sumitomo, and
(ii) Sumitomo will irrevocably acquire the term loan, and will
comply with all obligations and liabilities of LBHI with respect
to, or in connection with the term loan from events occurring on
or after the transfer becomes effective.  To accomplish the
assignment of the "Imperial Tobacco SFA" term loan, LBHI will
execute and deliver an LMA Transfer Agreement within five days
after approval of the amended stipulation.

LCPI will hold the collateral, other than cash, separate and
identifiable from its other properties and will mark its books
and records to record Sumitomo's interests.  LCPI will provide
Sumitomo a schedule, identifying any fixed payment dates for
principal, interest or fees for each of the corporate loans.
LCPI will also provide Sumitomo a rolling schedule, identifying
all amounts it received from and after its bankruptcy filing for
each of the corporate loans.  LCPI will also monitor and
administer the corporate loans.

Upon approval of the amended stipulation, Sumitomo will withdraw
its request to foreclose the collateral filed in LCPI's Chapter
11 case, provided that Sumitomo reserves the right to seek
additional protection or relief from stay after March 15, 2009.

                       About Lehman Brothers

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

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

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

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only $2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

              International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on
Sept. 16.  The two units of Lehman Brothers Holdings, Inc., which
has filed for bankruptcy protection in the U.S. Bankruptcy Court
for the Southern District of New York, have combined liabilities
of JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., <http://bankrupt.com/newsstand/>or
215/945-7000).


LEHMAN BROTHERS: Investors Bring Suit on Natural Gas 2008A Bonds
----------------------------------------------------------------
The law offices of McCabe Rabin, P.A., Neil B. Solomon, P.A., and
Stein, Stein & Pinsky, P.A., have been retained by Florida
investors to bring claims arising from alleged misrepresentations
and omissions regarding the nature and safety of Main Street
Natural Gas, Inc.'s Series 2008A Gas Project Revenue Bonds
guaranteed by Lehman Brothers.

The law firms have learned that investors may have been told by
their stock brokers at various firms that Main Street Natural Gas
2008A Bonds were "municipal bonds" and therefore "safe."  In
reality, these securities were not traditional municipal bonds
guaranteed by the full faith and credit of a municipality.
Instead, they were only guaranteed by Lehman Brothers, which is
now bankrupt.  Since the Lehman bankruptcy, Main Street Natural
Gas 2008A Bonds have become virtually worthless. In selling these
investments, certain brokers and brokerage firms may have
misrepresented the true nature and risks associated with these
investments.

A lead attorney investigating the sales of these securities, Neil
Solomon, said on January 7, 2009, "Whether or not Lehman's
bankruptcy was foreseeable is not the issue in these cases. If the
investor was told that these securities were 'municipal bonds' or
that they were 'safe,' then that investor may have a claim against
the brokerage firm that sold the investment."

The law firms are available to speak with investors who purchased
Main Street Natural Gas 2008A Bonds.

Contact Information:

          McCabe Rabin, P.A.
          Ryon McCabe, Esq.
          Tel: (561) 659-7878
          rmccabe@mccaberabin.com
          http://www.McCabeRabin.com/
          1601 Forum Place, Suite 301
          West Palm Beach, FL 33401

          Neil B. Solomon, P.A.
          Neil B. Solomon, Esq.
          Tel: (561) 762-4991
          neilbsolomonesq@gmail.com
          http://www.NeilBSolomonpa.com
          4174 St. Lukes Lane
          Jupiter, FL  33458

          Stein Stein & Pinsky, P.A.
          Craig Stein, Esq.
          Tel: (561) 236-4796
          cstein@steinpinsky.com
          http://www.SteinPinsky.com
          1499 West Palmetto Park Road, Suite 300
          Boca Raton, FL 33486

                       About Lehman Brothers

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

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

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

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only $2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

              International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units of Lehman Brothers Holdings, Inc., which has filed for
bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York, have combined liabilities of JPY4
trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News; Bankruptcy Creditors' Service,
Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).


LEHMAN BROTHERS: Investors Sue JA Solar Over Lehman Losses
----------------------------------------------------------
Scott+Scott LLP said in a press release dated December 31, 2008,
that it filed a class action against JA Solar Holdings Co., Ltd.,
(Nasdaq:JASO) and certain of its officers and directors on behalf
of those who purchased or otherwise acquired the American
Depository Shares of JA Solar from August 12, 2008, to
November 12, 2008.

The lawsuit, filed in the U.S. District Court for the Southern
District of New York, alleges that JA Solar violated the
Securities Exchange Act of 1934 by failing, during the Class
Period, to disclose to investors that:

  (a) JA Solar had made a highly speculative and material
      investment in a subsidiary of Lehman Brothers;

  (b) the value of JA Solar's investment in the Lehman note had
      diminished considerably; and

  (c) Defendants' positive statements concerning JA Solar's
      financial performance, outlook and earnings guidance for
      2008 and 2009 were materially false and misleading and
      those statements were made without any reasonable basis.

Furthermore, the lawsuit alleges that the Defendants made
affirmatively false and misleading statements about the state of
their Lehman Brothers investment even when purporting to make a
full disclosure to investors in mid-September 2008.

According to the lawsuit, on November 12, 2008, JA Solar shocked
investors when it announced its third quarter 2008 results for
the period ending September 30, 2008, and revealed a $100 million
impairment on short-term investments purchased from Lehman
Brothers Treasury Co. B.V. and a loss of $7.35 million in
derivatives deals with the investment bank.

As a result, JA Solar revised its 2008 revenue outlook to between
$849.5 million and $878.9 million when it previously told
investors to expect revenue of between $1.05 billion to $1.17
billion in 2008.  The Company also cut its 2009 revenue forecast
to between $1.5 billion and $1.7 billion, materially lower than
the previously announced forecast of $2 billion to $2.2 billion.
On this news, JA Solar's ADS price dropped from $3.34 on
November 11, 2008, to close at $2.38 per share on November 12,
2008.  The decline, the lawsuit said, represented a one-day drop
of 28.7%, and JA Solar ADS declined more than 86% from the Class
Period-high trading price.

                           About JA Solar

JA Solar is a China-based manufacturer of high-performance solar
cells.  JA Solar is principally involved in the development,
manufacture and sale of high quality solar photovoltaic products
to global markets.

                       About Lehman Brothers

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

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

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

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only $2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

              International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on
Sept. 16.  The two units of Lehman Brothers Holdings, Inc., which
has filed for bankruptcy protection in the U.S. Bankruptcy Court
for the Southern District of New York, have combined liabilities
of JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., <http://bankrupt.com/newsstand/>or
215/945-7000).


LENNAR CORP: Barry Minkow Questions "Off-Balance-Sheet" Debt
------------------------------------------------------------
Michael Corkery and Mark Maremont at The Wall Street Journal
report that Barry Minkow's Fraud Discovery Institute has
questioned Lennar Corp.'s off-balance-sheet debt and a top company
executive's large personal loan.

Mr. Minkow, according to WSJ, criticized in a written report
Lennar's practice of putting large amounts of debt in off-balance-
sheet joint ventures, and said that there is insufficient
disclosure about them to investors.  WSJ states that Lennar has $4
billion in off-balance-sheet debt through 116 joint ventures and
has given very few details about these arrangements.

According to WSJ, Mr. Minkow said that Lennar's chief operating
officer, Jon Jaffe, took out a $5 million loan in 2007.  Mr. Jaffe
secured the loan from a California real-estate broker who has done
business with a Lennar business partner, the report says, citing
Mr. Minkow.  The report states that Mr. Minkow also accuses Lennar
of perpetrating a "giant Ponzi scheme" in its land deal with the
California Public Employees Retirement System, and that Lennar
moved other joint-venture assets into the venture LandSource and
depleted the venture of cash before it imploded amid the housing
downturn.

Lennar said in a statement that Mr. Minkow's allegations were
"false and inflammatory" and accused him of acting on behalf of a
"disgruntled litigant" against the company.

"We have full disclosure on our joint-venture debt.  There is
nothing concealed," WSJ quoted Lennar's chief financial officer,
Bruce Gross, as saying.

Mr. Jaffe, according to WSJ, denied that Lennar had business
dealings with the broker who extended the loan.  WSJ states that
Mr. Jaffe said he took out the loan to pay for renovations on his
six-bedroom, ocean-front home in Laguna Beach, California, which
was recently appraised for $18 million

Lennar didn't control other assets that were rolled into the
LandSource venture, and they were contributed by Lennar's partner
in the deal, MW Housing Partners, as part of its overall
$970 million investment, WSJ relates, citing Mr. Gross.

                        About Lennar Corp.

Based in Miami, Fla., Lennar Corporation (NYSE: LEN and LEN.B) --
http://www.lennar.com/-- builds affordable, move-up and
retirement homes primarily under the Lennar brand name.  Lennar's
Financial Services segment provides primarily mortgage financing,
title insurance and closing services for both buyers of the
company's homes and others.

                          *     *     *

As reported by the Troubled Company Reporter on June 11, 2008,
Moody's Investors Service lowered all of the ratings of Lennar
Corporation, including its corporate family rating to Ba3 from Ba1
and the ratings on its various issues of senior unsecured notes to
Ba3 from Ba1.  At the same time, a speculative grade liquidity
rating of SGL-2 was assigned.  The ratings outlook remains
negative.

As reported by the TCR on Dec. 16, 2008, Fitch Ratings downgraded
Lennar Corp.'s Issuer Default Ratings and outstanding debt
ratings:

  -- IDR to 'BB+' from 'BBB-';
  -- Senior unsecured to 'BB+' from 'BBB-';
  -- Unsecured bank credit facility to 'BB+' from 'BBB-';
  -- Short Term IDR from 'F3' to 'B';
  -- Commercial Paper from 'F3' to 'B'.

Fitch said the rating outlook remains negative.


LESLIE BROS.: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Leslie Bros. Lumber Co.
        155 Williams River Road
        PO Box 609
        Cowen, WV 26206
        Tel: (304) 226-3844

Bankruptcy Case No.: 08-02106

Chapter 11 Petition Date: December 29, 2008

Court: United States Bankruptcy Court
       Northern District of West Virginia (Elkins)

Judge: Patrick M. Flatley

Debtor's Counsel: James W. Martin, Jr., Esq.
                  Siegrist & White PLLC
                  P. O. Drawer 2550
                  Clarksburg, WV 26302
                  Tel: (304) 624-6391
                  Fax: 304-624-6393
                  Email: martinbk@westvirginia.net

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

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

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

The petition was signed by Larry S. Leslie, President of the
company.


LEXINGTON PRECISION: September Balance Sheet Upside-Down by $42MM
-----------------------------------------------------------------
Lexington Precision Corp.'s balance sheet at Sept. 30, 2008,
showed total assets of $58,158,000 and total liabilities of
$100,794,000, resulting in a stockholders' deficit of $42,636,000.

The company disclosed financial results for three months and nine
months ended Sept. 30, 2008.

For three months ended Sept. 30, 2008, the company posted a net
loss of $3,205,000 compared with a net loss of $1,859,000 for the
same period in the previous year.

For nine months ended Sept. 30, 2008, the company posted a net
loss of $6,607,000 compared with a net loss of $4,137,000 for the
same period in the previous year.

                 Liquidity and Capital Resources

Accounts payable at Sept. 30, 2008, included $1,197,000 of unpaid
billings from lawyers, investment advisors, and other fees and
expenses incurred in connection with its chapter 11 filing.
Accrued expenses at Sept. 30, 2008, included $588,000 of expenses
accrued in connection with its chapter 11 filing.  Accrued
interest expense, including accrued interest expense classified as
a liability subject to compromise, increased by $4,157,000,
because of additional accruals of interest on its subordinated
debt.

A full-text copy of the 10-Q filing is avaiable for free at:

                http://ResearchArchives.com/t/s?37d1

                     About Lexington Precision

Headquartered in New York, Lexington Precision Corp.
-- http://www.lexingtonprecision.com/-- manufactures tight-
tolerance rubber and metal components for use in medical,
automotive, and industrial applications.  As of Feb. 29, 2008,
the companies employed about 651 regular and 22 temporary
personnel.  The company and its affiliate, Lexington Rubber Group
Inc., filed for Chapter 11 protection on April 1, 2008 (Bankr.
S.D.N.Y. Lead Case No.08-11153).  Christopher J. Marcus, Esq., and
Victoria Vron, Esq., at Weil, Gotshal & Manges, represent the
Debtors in their restructuring efforts.  The Debtors selected Epiq
Systems - Bankruptcy Solutions LLC as claims agent.  The U.S.
Trustee for Region 2 appointed six creditors to serve on an
Official Committee of Unsecured Creditors.  Paul N. Silverstein,
Esq., and Jonathan Levine, Esq., reresents the Committee as
counsel.  When the Debtors filed for protection from their
creditors, they listed total assets of $52,730,000 and total
debts of $88,705,000.


LOUIS KNICKERBOCKER: Case Summary & 20 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Louis Darryl Knickerbocker
        d/b/a Scandia Food Products
        20201 SW Cypress Street
        Newport Beach, CA 92660

Bankruptcy Case No.: 08-18580

Chapter 11 Petition Date: December 29, 2008

Court: United States Bankruptcy Court
       Central District Of California (Santa Ana)

Judge: Robert N. Kwan

Debtor's Counsel: Rose M. Hollander, Esq.
                  17195 Newhope St #110
                  Fountain Valley, CA 92708
                  Tel: (714) 444-1895
                  Email: sun_coast@earthlink.net

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

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

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/cacb08-18580.pdf

The petition was signed by Louis Darryl Knickerbocker.


LUMINENT MORTGAGE: Delays 3rdQ Report, Busy with Ch. 11 Process
---------------------------------------------------------------
Luminent Mortgage Capital, Inc., disclosed in a regulatory filing
that it failed to file its Form 10-Q for the period ended
Sept. 30, 2008.  The company stated that it has spent most of its
time:

   -- considering various strategic alternatives available to
      facilitate its restructuring;

   -- preparing the analysis and documentation required by the
      accounting and finance staff;

   -- preparing required periodic reports to the Court, and

   -- considering the potential impact of the various options to
      its financial condition and its ability to continue as a
      going concern.

Luminent Mortgage Capital, Inc. (OTCBB: LUMCE), is a real estate
investment trust, or REIT, which, together with its subsidiaries,
has historically invested in two core mortgage investment
strategies.  Under its Residential Mortgage Credit strategy, the
company invests in mortgage loans purchased from selected high-
quality providers within certain established criteria as well as
subordinated mortgage-backed securities and other asset-backed
securities that have credit ratings below AAA.  Under its Spread
strategy, the company invests primarily in U.S. agency and other
highly-rated single-family, adjustable-rate and hybrid adjustable-
rate mortgage-backed securities.

Luminent and nine subsidiaries filed on Sept. 5, 2008, for relief
under Chapter 11 of the U.S Bankruptcy Code in the United States
Bankruptcy Court for the District of Maryland, Baltimore Division
(Lead Case No. 08-21389).  Immediately prior to the filing, the
Debtor executed a Plan Support and Forbearance Agreement with
secured creditor Arco Capital Corp., Ltd., WAMU Capital Corp. and
convertible noteholders representing 100% of the outstanding
principal amount of its convertible notes.

Joel I. Sher, Esq., at Shapiro Sher Guinot & Sandler, represents
the Debtors as counsel.  The U.S. Trustee for Region 4 appointed
creditors to serve on an Official Committee of Unsecured
Creditors.  Jeffrey Neil Rothleder, Esq., at Arent Fox LLP,
represents the Creditors Committee as counsel.

In its operating report for the month of September 2008, Luminent
Mortgage Capital, Inc. reported $1,960,516 in total assets and
$374,868,632 in total liabilities, resulting in a $372,908,116
stockholders' deficit.  Full-text copies of the Debtors' operating
report for September 2008 are available for free at:

               http://researcharchives.com/t/s?345b

At March 31, 2008, Luminent Mortgage Capital, Inc.'s consolidated
balance sheet showed $3,757,205,000 in total assets,
$3,980,417,000 in total liabilities, and $223,212,000 in
stockholders' deficit.

Luminent and its debtor-subsidiaries continue to operate their
business as debtors-in-possession under the jurisdiction of the
Bankruptcy Court and in accordance with the applicable provisions
of the Bankruptcy Code and orders of the Bankruptcy Court.


LYONDELL CHEMICAL: Seeks Feb. 20 Extension of Schedules Filing
--------------------------------------------------------------
Lyondell Chemical Company and its affiliated debtors ask the U.S.
Bankruptcy Court for the Southern District of New York to extend
to Feb. 20, 2009, their deadline to file their schedules of assets
and liabilities and statements of financial affairs

Given the size and complexity of their businesses, the Debtors
have a significant amount of information to accumulate in order
to prepare their schedules of assets and liabilities and
statements of financial affairs.  The Debtors will have to prepare
the Schedules and Statements for no fewer than 79 entities with
operations and creditors located throughout the world.

The Debtors' proposed counsel, Deryck A. Palmer, Esq., at
Cadwalader, Wickersham & Taft LLP, in New York, asserts that
while the Debtors are mobilizing their professionals in the
preparation of the Schedules and Statements, resources are
strained and the Debtors did not have ample time to gather and
analyze the information necessary in preparing their Schedules
and Statements prior to the Petition Date.  Moreover, the
Debtors' primary focus thus far has been preparing for the filing
of their Chapter 11 cases, he says.

Mr. Palmer stresses that taking into account the amount of work
entailed in completing the Schedules and Statements and the
competing demands upon the Debtors' employees and professionals
to assist in efforts to stabilize the Debtors' businesses, the
Debtors likely will not be able to complete the Schedules and
Statements properly and accurately within the required 15-day
time period provided for under Rule 1007(c) of the Federal Rules
of Bankruptcy Procedure, and Section 521 of the Bankruptcy Code.

Mr. Palmer further says converting the Debtors' data into the
required matrix format would be unduly burdensome and would
increase the risk of error with respect to the transfer of those
information from the computer systems maintained by the Debtors
or their agents.

If the Debtors' application to retain a claims agent is approved,
the Claims Agent will, among others, assist with compiling a
creditor database from the Debtors' computer records and complete
mailing of notices to the creditors.  The Debtors, with the help
of the Claims Agent, anticipate to have completed a consolidated
creditors' list within 30 days.  The Debtors add that since the
Claims Agent will receive an electronic list of creditors, filing
a separate list of all creditors would serve no purpose.  Thus,
the Debtors also seek the Court's authority to waive the
requirement under Rule 1007(a)(1) to file a list of the Debtors'
creditors.

The Debtors further ask the Court to approve, and direct the
Claims Agent to serve, a notice disclosing the Debtors' Chapter
11 filing so that entities will receive the notice no later than
five days after the Debtors' receipt of the time and date of the
creditors' meeting pursuant to Section 341 of the Bankruptcy
Code.

                      About LyondellBasell

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries --
http://www.lyondellbasell.com/-- the world's third largest
independent chemical company.  Lyondellbasell produces
polypropylene and advanced polyolefins products, is a leading
supplier of polyethylene, and a global leader in the development
and licensing of polypropylene and polyethylene processes and
related catalyst sales.

LyondellBasell became saddled with debt as part of the
$12.7 billion merger.  About a year after completing the merger,
LyondellBasell Industries' U.S. operations 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.  The case is In re Lyondell Chemical
Company, et al., Bankr. S.D. N.Y. Lead Case No. 09-10023).
Seventy-nine Lyondell entities, including Equistar Chemicals, LP,
Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt
Industries, Inc., filed for Chapter 11.  LyondellBasell is not
part of the bankruptcy filing.  LyondellBasell's non-U.S.
operating entities are also not included in the Chapter 11 filing.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.

Lyondell Chemicals estimated that consolidated assets total
$27.12 billion and debts total $19.34 billion as of the bankruptcy
filing date.  (Lyondell Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


LYONDELL CHEMICAL: Seeks to Pay $350MM in Foreign Vendor Claims
---------------------------------------------------------------
Lyondell Chemical Company and its U.S. affiliates under Chapter 11
protection seek approval from the U.S. Bankruptcy Court for the
Southern District of New York to pay pre-bankruptcy claims of
foreign vendors aggregating $350 million.

The Debtors' proposed counsel, Deryck A. Palmer, Esq., at
Cadwalader, Wickersham & Taft LLP, in New York, explains to the
Court that in light of the worldwide scope of Lyondell's
businesses, the Debtors incur obligations to numerous foreign
vendors and suppliers of, among others, crude oil, steel and
chemical products.  In their refining and chemicals businesses,
the Debtors obtain a majority of their raw materials through
supply contracts with those vendors.

The Debtors' operations in the United States largely depend on the
regular deliveries of raw materials provided by the Debtors'
largest foreign creditors.  The Debtors estimate that half of the
prepetition claims they are seeking to pay arise from goods
supplied by the Foreign Creditors and would be entitled to
administrative claims status pursuant to Section 503(b)(9) of the
Bankruptcy Code.

If Foreign Creditors are not paid, they could withhold goods and
services from the Debtors, terminate supply contracts and cause
potential interruptions, without effective recourse for the
Debtors in the Court, says the Debtors' proposed counsel, Deryck
A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New
York.

The resulting service interruption could have disastrous
consequences on the operations of the Debtors' businesses due to
the lack of alternative suppliers, or the amount of time need to
resource, he says.

Mr. Palmer further points out that many of the Foreign Creditors
lack minimum contacts with the United States and thus, are not
likely to be subject to the jurisdiction of the Court or the
Bankruptcy Code that protect the Debtors' assets and operations.
Against this backdrop, the Foreign Creditors holding claims
against the Debtors may engage in conduct that disrupts the
Debtors' domestic and international operations.  Foreign
authorities that believe the automatic stay does not govern their
actions may exercise self-help which could include shutting down
the Debtors' access to essential supplies of raw materials, Mr.
Palmer continues.

Accordingly, the Debtors seek the Court's authority to pay the
Foreign Creditors all prepetition amounts aggregating
$350,000,000.  The Debtors reserve the right to seek authority to
make additional payments.

                      About LyondellBasell

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries --
http://www.lyondellbasell.com/-- the world's third largest
independent chemical company.  Lyondellbasell produces
polypropylene and advanced polyolefins products, is a leading
supplier of polyethylene, and a global leader in the development
and licensing of polypropylene and polyethylene processes and
related catalyst sales.

LyondellBasell became saddled with debt as part of the
$12.7 billion merger.  About a year after completing the merger,
LyondellBasell Industries' U.S. operations 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.  The case is In re Lyondell Chemical
Company, et al., Bankr. S.D. N.Y. Lead Case No. 09-10023).
Seventy-nine Lyondell entities, including Equistar Chemicals, LP,
Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt
Industries, Inc., filed for Chapter 11.  LyondellBasell is not
part of the bankruptcy filing.  LyondellBasell's non-U.S.
operating entities are also not included in the Chapter 11 filing.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.

Lyondell Chemicals estimated that consolidated assets total
$27.12 billion and debts total $19.34 billion as of the bankruptcy
filing date.  (Lyondell Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


MAINSTREAM MEDIA: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Mainstream Media International, Inc.
        712 Grand Central St.
        Clearwater, FL 33756

Bankruptcy Case No.: 08-20750

Chapter 11 Petition Date: December 29, 2008

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Buddy D. Ford, Esq.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: 813-877-5543
                  Email: Buddy@tampaesq.com

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

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

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/flmb08-20750.pdf

The petition was signed by Jonathan V. Wilson, the company's
president.


MAJESTIC STAR: Sept. 30 Balance Sheet Upside Down by $236.9MM
-------------------------------------------------------------
The Majestic Star Casino, LLC's September 30, 2008, balance sheet
showed total assets of $463,315,473 and total liabilities of
$700,263,028, resulting in member's deficit of $236,947,555.

For the three months ended September 30, 2008, the company posted
a net loss of $52,202,593 compared with a net loss of $7,067,253
for the same period a year earlier.

In a regulatory filing dated November 19, 2008, Don H. Barden,
chairman, president and chief executive officer, and Jon S.
Bennett, senior vice president, chief financial officer and
treasurer, disclosed that the company has experienced declining
operating results and a weakening in its financial position due to
significant competition and deteriorating economic conditions in
each of the markets in which the company owns and operates casino
facilities.  "As a result, the company did not make the October
15, 2008, interest payments of $24.0 million in aggregate with
respect to the Senior Secured Notes and Senior Notes prior to the
expiration of the grace period on November 14, 2008.  The company
is therefore in default of the Senior Notes, the Senior Secured
Notes and the Senior Secured Credit Facility.  In addition, there
is an Event of Default under the indenture governing the Discount
Notes issued by its parent.  The trustee or a specified percentage
of holders of the notes have the right to accelerate the maturity
date of the notes, which would cause the notes to be immediately
due and payable and could result in all of the company's
indebtedness becoming immediately due and payable.  In addition,
the lenders under the Senior Secured Credit Facility have the
right to accelerate the maturity date under the loan and security
agreement.  As of September 30, 2008, the company had $571.3
million of indebtedness outstanding under its Senior Secured
Notes, Senior Notes, Senior Secured Credit Facility, capitalized
leases and other debt.  Consequently, the company has classified
all of its debt, including the debt of its parent which has been
pushed down to the company, the Discount Notes, within current
liabilities in the Condensed Consolidated Balance Sheet as of
September 30, 2008.  These factors raise substantial doubt about
the company's ability to continue as a going concern."

"The company has engaged financial advisors to assist in the
evaluation of a broad range of financial and strategic
alternatives aimed at addressing trends in the company's operating
results and financial position.  These alternatives may include a
recapitalization, refinancing, restructuring or reorganization of
the company's obligations or a sale of some or all of its assets.
The company and its advisors intend to enter into discussions with
its secured lenders and note holders regarding the consequences of
the Events of Default under the respective debt documents and the
financial and strategic alternatives available to the company.
The company may not be able to consummate a transaction involving
a recapitalization, refinancing, restructuring or reorganization
outside of Chapter 11 of the U.S. Bankruptcy Code."

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?37d9

                       About Majestic Star

The Majestic Star Casino, LLC, is a wholly owned subsidiary of
Majestic Holdco, LLC, which is a wholly owned subsidiary of Barden
Development, Inc.  The company was formed on December 8, 1993, as
an Indiana limited liability company to provide gaming and related
entertainment to the public.  The company commenced gaming
operations in the City of Gary at Buffington Harbor, located in
Lake County, Indiana on June 7, 1996.  The company is a multi-
jurisdictional gaming company with operations in three states --
Indiana, Mississippi and Colorado.


MAPCO EXPRESS: S&P Raises Corporate Credit Rating to 'B'
--------------------------------------------------------
Standard & Poor's Ratings Services said it raised its ratings on
MAPCO Express Inc., including its corporate credit rating to 'B'
from 'B-' and revised the outlook to stable from negative.

"The rating action is based on MAPCO's improved operating
performance, modest debt reduction, as well as restored covenant
cushion under its secured credit facilities enhancing financial
flexibility," said Standard & Poor's credit analyst Ana Lai.
MAPCO recently amended its secured credit facility to allow for
asset sales with proceeds to pay down a portion of its term loan.

"As such, S&P expects credit measures to improve further in the
fourth quarter of 2008 as retail gas margin expand from a
continued decline in oil prices," added Ms. Lai.  Still, this
benefit may be partly offset by the effects of reduced volume of
gallons sold and declines in merchandise sales due to a steep
pullback in consumer spending, and gas margin may return to levels
more in line with historical levels in 2009.


MERISANT WORLDWIDE: Chapter 11 Filing Cues Moody's 'D' Rating
-------------------------------------------------------------
Moody's Investors Service lowered the probability of default
rating of Merisant Worldwide, Inc., to D from Ca following the
company's announcement that it has filed for voluntary bankruptcy
under Chapter 11, along with its affiliates.  The rating outlook
is stable.  Moody's will withdraw Merisant's ratings soon.

Rating lowered:

Merisant Worldwide, Inc.

  -- Probability of default rating to D from Ca

Ratings affirmed:

Merisant Worldwide, Inc.

  -- Corporate family rating at Ca

  -- $137 million (accreted value) 12.25% senior subordinated
     discount notes maturing May 2014 at C (LGD6,90%)

Merisant Company

  -- $35 million senior secured revolving credit expiring in
     January 2009 at Caa1 (LGD2,16%)

  -- Senior secured Term Loan A (current balance approximately
     $7.4 million) maturing in January 2009 at Caa1 (LGD2,16%)

  -- Senior secured Term Loan B (current balance approximately
     $174 million) maturing in January 2010 at Caa1 (LGD2,16%)

  -- $225 million 9.5% senior subordinated notes maturing in July
     2013 at Ca (LGD4,63)

Given the current bank credit markets and the company's weak
credit metrics, Merisant has not be able to refinance its
revolving credit agreement and term loan A, which mature on
January 11, 2009.

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 have
severely limited its financial flexibility.

However, Merisant does have growth prospects with the recently
launched PureVia(TM), an all natural zero calorie sweetener. A
Merisant subsidiary has a partnership with PepsiCo to jointly own
the PureVia(TM) trademark and market the brand globally.

Merisant's Whole Earth subsidiary owns the trademark for tabletop
sweeteners and PepsiCo for beverages and certain food categories.
The U.S. Food and Drug Administration recently issued a no
objection letter with respect to Rebaudioside A, the stevia
extract used in PureVia(TM).  Given the potential for PureVia(TM)
to offset the decline in Merisant's aspartame-based sweeteners,
Moody's anticipates that recovery levels in any default would be
average.

Moody's most recent rating action on January 6, 2009, lowered
Merisant Worldwide's corporate family rating, probability of
default rating, and senior subordinated discount notes rating;
lowered the senior secured ratings of Merisant Company; affirmed
the rating of Merisant Company's senior subordinated notes; and
assigned a negative outlook.

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.


MARSHALL HOLDINGS: Sept. 30 Balance Sheet Upside Down by $2MM
-------------------------------------------------------------
Marshall Holdings International, Inc.'s September 30, 2008,
balance sheet showed total assets of $8,820,576 and total
liabilities of $11,988,596, resulting in total stockholders'
deficit of $2,030,340.

In a regulatory filing dated November 19, 2008, Chief Executive
Officer Elwood Sprenger and Chief Financial Officer W. Jamie
Plante disclosed that there have been significant recurring losses
and negative cash flows from operations, which have resulted in a
working capital deficiency.  In the event the company is unable to
raise additional operating capital, these conditions raise
substantial doubt about the company's ability to continue as a
going concern.  "The company plans to raise the working capital it
needs through equity financing and other debt funding."

According to Mr. Sprenger and Mr. Plante, the company had a net
loss from operations of $260,000 for the quarter ended
September 30, 2008, compared to a net loss from operations of
$616,000 in 2007.  The majority of the decrease in net operating
loss from the third quarter of 2007 to the third quarter of 2008
was the decrease in expenses as the company cut operating expenses
significantly.

"At September 30, 2008, Marshall had a net operating loss for
income tax purposes of approximately $28 million. The related
deferred tax asset of approximately $9.1 million has been fully
offset by a valuation reserve, as management of Marshall was
unable to determine that it was more likely than not that such
benefit would be realized."

"Our working capital needs and capital expenditure requirements
have decreased as a result of decreased costs associated with
operations.  Required working capital and capital expenditure
requirements are expected to be met from cash flows from
operations, potential future acquisitions, borrowings, and the
sale of our equity securities.  For nine months ended
September 30, 2008, our working capital decreased $468,000 to a
deficit working capital amount of $633,000 from a deficit $165,000
at December 31, 2007.  This decrease was primarily attributable to
the reduction of inventory on hand and an increase in accounts
payable. "

"Management anticipates that its expansion strategy will require
significant expenditures for the investment in the expansion of
operations, as well as increased general and administrative
expenses primarily due to the hiring of additional personnel and
advertising expenses related to operations.  These expenditures
are expected to be funded by revenues from operations.  Marshall
continues selling equity securities to fund expansion activities.
Selling, general and administrative expenses are also expected to
increase in future periods due to the increased legal and
accounting expenses incurred by Marshall in order to establish and
maintain its reporting status with the Securities and Exchange
Commission.  In addition, Marshall intends to pursue, as part of
its business strategy, future growth through acquisitions which
may involve the expenditure of significant funds.  Depending upon
the nature, size and timing of future acquisitions, Marshall may
be required to obtain additional debt or equity financing in
connection with such future acquisitions.  There can be no
assurance, however, that additional financing will be available to
Marshall, when and if needed, on acceptable terms or at all.
Management believes that future cash flow from operations and
equity sales will be sufficient to fund these expenditures."

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?37c5

                     About Marshall Holdings

Marshall Holdings International, Inc., is a distributor of
vitamins, nutritional supplements, whole health foods and skin
care products mainly in the United States of America and Canada,
with some sales in Russia and Indonesia.  Many of the formulas
used in the products the company sells and distributes are made
from its own formulas.


MCCLATCHY CO: Citisquare Moves Miami Sale Closing to June 30
------------------------------------------------------------
The McClatchy Company disclosed in a filing with the Securities
and Exchange Commission that the company and its subsidiary
Richwood, Inc., entered into an agreement with Citisquare Group,
LLC, to amend the Contract for Purchase and Sale of Real Property
effective as of March 3, 2005.

Pursuant to the Amendment, the parties have agreed to extend the
closing date of the sale of certain of McClatchy's real property
located in Miami, Florida from Dec. 31, 2008, to June 30, 2009.

The company stated that Citisquare Group, as buyer, has the right
to extend the closing date for up to an additional six months to
Dec. 31, 2009, conditioned upon an increase in the termination fee
payable to McClatchy in the event the transaction fails to close
from  $2 million to $6 million.

In addition, under the terms of the Amendment, the Citisquare
Group has relinquished its right of first refusal to purchase The
Miami Herald's building and underlying land, which right was
included in the Original Agreement.  The purchase price under the
Original Agreement remains unchanged at $190 million.  McClatchy
has received $10 million in non-refundable deposits from
Citisquare which will be applied toward the purchase price.

The Contract for Purchase and Sale of Real Property was amended on
Aug. 10, 2007, and was further modified by Second Amendment dated
as of Dec. 20, 2007.  Except as provided in the Third Amendment
and prior amendments, all provisions of the Original Agreement
remain in full force and effect.

A full-text copy of the Third Amendment to Contract for Purchase
and Sale of Real Property is available for free at:

               http://ResearchArchives.com/t/s?37c6

                   About The McClatchy Company

Headquartered in Sacramento, California, The McClatchy Company
(NYSE: MNI) -- http://www.mcclatchy.com/-- is the third largest
newspaper company in the United States, with 30 daily newspapers,
approximately 50 non-dailies, and direct marketing and direct mail
operations.  McClatchy also operates leading local websites in
each of its markets.  McClatchy-owned newspapers include The Miami
Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The
Kansas City Star, the Charlotte Observer, and The (Raleigh) News &
Observer.

McClatchy also owns a portfolio of premium digital assets,
including 14.4% of CareerBuilder, an online job site, and 25.6% of
Classified Ventures, a newspaper industry partnership that offers
the auto Web site, cars.com, and the rental site, apartments.com.

At Sept. 28, 2008, The McClatchy Company's balance sheet showed
total assets of $3.65 billion, total liabilities of $3.27 billion
and stockholders' equity of about $380.00 million.  For three
months ended Sept. 28, 2008, the company reported net income of
$4.23 million compared with net loss of $1.34 billion for the same
period in the previous year.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 3, 2008,
Fitch Ratings has published a full 18-page report on The McClatchy
Company.  The report includes covenant descriptions, recovery and
pension analysis, an organizational debt diagram, changes to
revenue mix, and monthly revenue performance by element in
comparison to the industry.

McClatchy's ratings are: (i) issuer default rating 'B-'; (ii)
senior secured credit facility 'B+/RR2'; (iii) senior secured term
loan 'B+/RR2'; and (iv) senior unsecured notes/debentures
'CCC/RR6'.  The rating outlook is negative.  The company has
approximately $2.1 billion of debt outstanding.


MERISANT WORLDWIDE: Gets $20,000,000 DIP Loan from Wayzata
----------------------------------------------------------
Bloomberg News reports that Merisant Worldwide Inc. said it
received a $20 million loan from Wayzata Investment Partners to
finance operations while in bankruptcy.

As reported in yesterday's Troubled Company Reporter, Merisant
Worldwide 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.

"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 debt to equity, which will be positive for
Merisant, its 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 had a
$35 million revolving credit and a $7.4 million term loan that was
set to mature on Jan. 11, 2009.

                    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.

Merisant and five affiliates filed for Chapter 11 on Jan. 9, 2009
(Bankr. D. Del, Lead Case No. 09-10059).  The Debtors have tapped
Sidley Austin LLP as bankruptcy counsel and Young, Conaway,
Stargatt & Taylor LLP, as Delaware counsel.  The Debtors have also
engaged Blackstone Advisory Services LLP as financial advisors.
Epiq Bankruptcy Solutions LLC is the company's claims agent.  The
company declared in its bankruptcy petition that as of November
30, 2008, it had assets of $331,077,041 and debts of $560,742,486.


MIDWEST FAMILY: S&P Downgrades Rating on Class III Bonds to 'BB+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its 'AA' underlying
rating outlook on Midwest Family Housing LLC, Illinois's military
housing revenue bonds 2006 series A class I bonds to negative from
stable.  Standard & Poor's also lowered the underlying rating on
the class II bonds to 'BBB-' from 'AA', lowered the underlying
rating on the class III bonds to 'BB+' from 'A+', and lowered the
rating on the class IV bonds to 'BB' from 'A'.  The classes I, II,
and III bonds are insured by CIFG Assurance North America Inc. and
have an 'AA' rating.

"The negative outlook reflects the project's declining financial
performance, as well as its reliance on a Navy contingency fund to
pay debt service," said Standard & Poor's credit analyst Louis
Louis.  "The project's management has indicated the rental income
alone will not be sufficient to pay debt service in 2009, and that
the project will require further contributions from the Navy to
meet its future obligations."

The rating actions reflect debt service coverage of 0.86x for the
class I through IV bonds for fiscal 2007, with year-to-date
coverage projecting similar results for 2008; use of $5 million in
contingency funds from the Navy to pay debt service in 2007 and
2008; delays in the sale of land at Sabana Seca, Puerto Rico that
comprises part of the Navy's equity contribution; and lack of
significant increases in the project's basic allowance for housing
rates in 2007 and 2008, which have depressed revenues.

These weaknesses are offset by the high essentiality of the
projects with which the housing units and project revenue are
associated, particularly Naval Station Great Lakes; the quality of
the project's real estate and units which, when completed, should
be superior to units available in the surrounding markets at a
price level compatible with the BAH; and increases in BAH of
approximately 4% for 2009, which should increase revenues.

Midwest Family Housing LLC previously issued debt to finance the
acquisition and new construction of military housing primarily at
Naval Station Great Lakes in Illinois and NSA Crane in Indiana.
In 2007, the scope of the project was amended to include units in
Millington, Tennessee.  The project is expected to consist of
1,976 end-state units upon completion of construction in 2010.


MOHAMMED HOSSAIN: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Mohammed I. Hossain
        f/d/b/a AKD Enterprises, Inc.
        f/d/b/a HAD International
        f/d/b/a DILU Enterprises
        4400 Altura Ave NE
        Albuquerque, NM 87110

Bankruptcy Case No.: 08-14434

Chapter 11 Petition Date: December 29, 2008

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: Mark B. McFeeley

Debtor's Counsel: Gerald R. Velarde, Esq.
                  2531 Wyoming Blvd NE
                  Albuquerque, NM 87112-1027
                  Tel: (505) 248-1828
                  Fax: 505-843-8369
                  Email: velardepc@hotmail.com

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

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

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

            http://bankrupt.com/misc/nmb08-14434.pdf

The petition was signed by Mohammed I. Hossain.


MOHEGAN TRIBAL: Implements Salary Rollback, Won't Cut Jobs
----------------------------------------------------------
The Mohegan Tribal Gaming Authority unveiled on January 11, 2009,
a series of cost reduction initiatives to be implemented at its
flagship property, Mohegan Sun, in Uncasville, Connecticut, as a
result of the continuing economic slowdown.

In a continued effort to maintain its record of no employee
layoffs, something that has been accomplished due to long-standing
financial success since opening in 1996, the MTGA Management Board
is implementing alternative cost saving initiatives that will
better align the Authority's cost structure with the current
economic environment, while ensuring minimal impact on the guest
experience.

Effective February 1, 2009, all Mohegan Sun employees, including
senior management, and its Connecticut affiliates, will have
salary rollbacks of 10 percent for Vice Presidents and above, 7.5
percent for middle management and 4 percent for all line and
hourly employees. Other actions include suspension of all annual
and merit-based compensation increases, as well as employer-
matched 401K contributions.

The Authority is also implementing a number of other initiatives
to reduce operating expenses, including marketing efficiencies,
reducing hours of operations in some outlets, and working with all
business partners and service providers to increase cost-
effectiveness.

"These are difficult times for the entire Mohegan family," said
Bruce "Two Dogs" Bozsum. "Sacrifices are being made by the
employees of Mohegan Sun, our Tribal Government, and by the
members of our Tribe. I am confident we will weather this as we
always have, together, and be stronger for it."

"Due to unprecedented market conditions, the Authority has been
forced to make a number of difficult, but necessary, decisions to
reduce our operating costs," said Mitchell Etess, President and
Chief Executive Officer of Mohegan Sun. "However, we are
determined to remain the leader in our industry without
compromising our core values and clear competitive advantages."

Mr. Etess added, "In addition to respect for our employees, we
also have a responsibility to our banking partners, bondholders
and stakeholders who continually support our vision.  We are
confident that we are taking the appropriate measures to improve
our financial results and grow our existing market share advantage
over competitors."

                      About the Authority

The Authority is an instrumentality of the Mohegan Tribe of
Indians of Connecticut, a federally recognized Indian tribe with
an approximately 507-acre reservation situated in southeastern
Connecticut, adjacent to Uncasville, Connecticut.  The Authority
has been granted the exclusive power to conduct and regulate
gaming activities on the existing reservation of the Tribe,
including the operation of Mohegan Sun, a gaming and entertainment
complex that is situated on a 185-acre site on the Tribe's
reservation.  Through its subsidiary, Downs Racing, L.P., the
Authority also owns and operates Mohegan Sun at Pocono Downs, a
gaming and entertainment facility offering slot machines and
harness racing in Plains Township, Pennsylvania and several off-
track wagering facilities located elsewhere in Pennsylvania.

The Tribe's gaming operation at Mohegan Sun is one of only two
legally authorized gaming operations in New England offering
traditional slot machines and table games.  Mohegan Sun currently
operates in an approximately 3.1 million square-foot facility,
which includes the Casino of the Earth, Casino of the Sky, Casino
of the Wind, The Shops at Mohegan Sun, a 10,000-seat Mohegan Sun
Arena, a 350-seat Cabaret Theatre, 100,000 square feet of meeting
and convention space and the approximately 1,200-room luxury Sky
Hotel Tower.  The Casino of the Wind opened on August 29, 2008,
with approximately 65,000 square feet of additional gaming space
and new dining and retail amenities.  Mohegan Sun at Pocono Downs
opened Project Sunrise on July 17, 2008, a gaming and
entertainment facility adjacent to the Phase I gaming facility.
The combined facility now includes approximately 2,500 slot
machines, several dining options, including a 300-seat buffet and
a quick-serve dining area, six retail outlets, three bars/lounges,
additional parking and bus amenities.  On the Net:
http://www.mtga.com/


NASHVILLE TOWING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Nashville Towing & Recovery, Inc.
        PO Box 8
        Nolensville, TN 37135

Bankruptcy Case No.: 08-12299

Chapter 11 Petition Date: December 30, 2008

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Keith M. Lundin

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  Law Offices Lefkovitz & Lefkovitz
                  618 Church St, Ste. 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 250-4926
                  Email: Stevelefkovitz@aol.com

Estimated Assets: $500,001 to $1,000,000

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

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/tnmb08-12299.pdf

The petition was signed by Darrell Greer, President of the
company.


NEW CENTURY COS: Sept. 30 Balance Sheet Upside Down by $3.6MM
-------------------------------------------------------------
New Century Companies, Inc., Inc.'s September 30, 2008, balance
sheet showed total assets of $2,226,259, total current liabilities
of $3,006,284, and total long-term liabilities of $2,824,664,
resulting in total stockholders' deficit of $3,604,689.

For the three months ended September 30, 2008, the company posted
a net loss of $762,203 compared with a net loss of $926,383 for
the same period a year earlier.

In a regulatory filing dated November 19, 2008, David Duquette,
chairman, president and director, disclosed that the company has
losses from operations year to date of approximately $1,567,000,
an accumulated deficit of approximately $13,860,000 and a negative
working capital balance of approximately $1,180,000.  "These
factors, among others, raise substantial doubt about the company's
ability to continue as a going concern.  The company intends to
fund operations through anticipated increased sales along with
debt and equity financing arrangements.  Currently, the company's
management attracted additional funding in the form of secured
debt. However, there is no guarantee that the capital raised is
sufficient to fund its capital expenditures, working capital and
other cash requirements for the year ending
December 31, 2008.  Therefore, the company will be required to
seek additional funds to finance its long-term operations."

In response to these problems, management has taken these actions:

   -- The company continues its aggressive program for selling
      inventory.

   -- The company continues to implement plans to further reduce
      operating costs.

   -- The company is seeking investment capital through the
      public and private markets.

   -- The company has successfully restructured its debt,
      eliminating the penalties and interest for past default and
      extending the repayment term.

According to Mr. Duquette, the successful outcome of future
activities cannot be determined at this time and there is no
assurance that if achieved, the company will have sufficient funds
to execute its intended business plan or generate positive
operating results.

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?37da

                   About New Century Companies

New Century Companies, Inc., and its wholly owned subsidiary, New
Century Remanufacturing, Inc., provide after-market services,
including rebuilding, retrofitting and remanufacturing of metal
cutting machinery.  The company currently sells its services by
direct sales and through a network of machinery dealers across the
United States.  Its customers are generally medium to large
manufacturing companies in various industries where metal cutting
is an integral part of their businesses.  The company grants
credit to its customers who are predominately located in the
western United States.


N.N.N.S.S. INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: N.N.N.S.S., Inc.
        d/b/a
        Western Sizzlin Steak House
        1700 E. Kearney St.
        Springfield, MO 65803-4108

Bankruptcy Case No.: 08-62457

Chapter 11 Petition Date: December 29, 2008

Court: United States Bankruptcy Court
       Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: David E. Schroeder, Esq.
                  David Schroeder Law Offices, PC
                  1524 East Primrose St., Suite A
                  Springfield, MO 65804-7915
                  Tel: (417) 890-1000
                  Fax: (417) 886-8563
                  Email: bk1@dschroederlaw.com

Estimated Assets: $500,001 to $1,000,000

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

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/mowb08-62457.pdf

The petition was signed by Robert Schofield, President of the
company.


NORD RESOURCES: Adopts Amended and Restated Stock Incentive Plan
----------------------------------------------------------------
Nord Resources Corporation disclosed in a regulatory filing that
it has adopted resolutions approving an Amended and Restated 2006
Stock Incentive Plan incorporating the amendments to the Plan
requested by the Toronto Stock Exchange.

On March 24, 2006, the board of directors of Nord Resources
adopted resolutions approving and authorizing, subject to
stockholder approval, the company's 2006 Stock Incentive Plan.
The Plan was approved at the annual general meeting of
stockholders held on Oct. 18, 2006.

The company's shares of common stock were subsequently listed for
trading on the TSX on Jan. 1, 2008.  The TSX subsequently reviewed
the Plan and requested certain minor amendments to clarify certain
provisions and make the Plan comply with its policies and,
accordingly, the company amended the Plan and obtained stockholder
approval for the amendments at its annual general meeting held on
Oct. 15, 2008.

A full-text copy of the Amended And Restated 2006 Stock Incentive
Plan is available for free at:

               http://ResearchArchives.com/t/s?37cf

                      About Nord Resources

Based in Tucson, Arizona, Nord Resources Corporation (Pink Sheets:
NRDS) -- http://www.nordresources.com/-- is a copper producer,
which controls a 100% interest in the Johnson Camp SX-EW copper
project in Arizona.  Nord's near term objective is to resume
mining and leaching operations at the Johnson Camp mine, which has
been on care and maintenance status since August 2003.  Nord has
decided to proceed with its mine plan bases on an updated
feasibility study that was completed in October 2005, subject to
raising sufficient financing.

For three months ended Sept. 30, 2008, the company incurred net
loss of $1,608,328 compared with a net income of $1,040,684 for
the same period in the previous year.  For nine months ended Sept.
30, 2008, the company reported net loss of $2,173,359 compared to
net loss of $475,303 for the same period in the previous year.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $37,116,627, total liabilities of $33,012,744 and shareholders'
equity of $4,103,883.

                       Going Concern Doubt

On March 26, 2008, Mayer Hoffman McCann PC, in Denver, Colorado,
expressed substantial doubt about Nord Resources Corporation's
ability to continue as a going concern after auditing the
company's consolidated financial statements as of the years ended
Dec. 31, 2007, and 2006.  The auditing firm company reported that
the company incurred a net loss of $2,500,000 and $6,200,000
during the years ended Dec. 31, 2007, and 2006.

The company's continuation as a going concern is dependent upon
its ability to generate sufficient cash flow to meet the company's
obligations on a timely basis, to produce copper at a level where
it can become profitable, to pay off existing debt and provide
sufficient funds for general corporate purposes.


NORD RESOURCES: Closes 1st Qtr. Copper Hedging and Earns $1.5MM
---------------------------------------------------------------
Nord Resources Corporation disclosed in a regulatory filing that
it has closed out a portion of its 2009 first-quarter copper
hedging position, generating proceeds of $1.5 million.

"When we put our hedges in place in 2007 in conjunction with
securing our credit facility with Nedbank, we expected to commence
production of copper from new ore during 2008," said John Perry,
president and chief executive officer.  "However, the need to wait
for an air-quality permit caused a delay in our production plan.
As a result, the hedges we had in place for the first quarter of
2009 covered more than our expected production for that period;
therefore, we closed out a portion of our hedge position."

Nord continues to have in place hedges covering approximately
40% of its expected 2009 copper production and approximately 30%
of its estimated production through 2011.  The average net forward
price of the 2009 hedge is $2.49 per pound.  The company estimates
that its remaining hedge position represents an asset valued at
approximately $16 million, providing it additional opportunities
to generate cash, if it be required to do so.

The company also disclosed that it executed an interest rate swap
that locks in a fixed rate of 5.48% on its borrowing facility
provided by Nedbank Limited.

Under a Credit Agreement with Nedbank, signed in September 2007,
Nord has access to a $25 million secured term-loan credit facility
that it is using for financing of the construction, start-up, and
operation of the Johnson Camp Mine.  The loans bear interest at an
annual rate equal to the London Interbank Offering Rate or LIBOR
for the interest period in effect plus a margin of 3.0%.

"We continue to be pleased with the progress of all aspects of the
work being done to position Nord to begin mining new copper ore at
the Johnson Camp Mine," Mr. Perry reported.  "We remain on
schedule to begin copper production from new ore in the first
quarter of 2009, and expect to reach our current target rate of
25 million pounds per year next spring."

"Although the current weakness in the price of copper is of some
concern, we expect to benefit from a marked decline in the pricing
for sulfuric acid.  Sulfuric acid is one our largest operating
costs.  Industry publications are reporting that the pricing for
sulfuric acid has declined from the peak reached earlier this year
of $450 per ton to a November price of approximately $130 per ton.
The company is also seeing a decline in some other costs,
including fuel, affecting our operations, " Mr. Perry said.

                      About Nord Resources

Based in Tucson, Arizona, Nord Resources Corporation (Pink Sheets:
NRDS) -- http://www.nordresources.com/-- is a copper producer,
which controls a 100% interest in the Johnson Camp SX-EW copper
project in Arizona.  Nord's near term objective is to resume
mining and leaching operations at the Johnson Camp mine, which has
been on care and maintenance status since August 2003.  Nord has
decided to proceed with its mine plan bases on an updated
feasibility study that was completed in October 2005, subject to
raising sufficient financing.

For three months ended Sept. 30, 2008, the company incurred net
loss of $1,608,328 compared with a net income of $1,040,684 for
the same period in the previous year.  For nine months ended Sept.
30, 2008, the company reported net loss of $2,173,359 compared to
net loss of $475,303 for the same period in the previous year.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $37,116,627, total liabilities of $33,012,744 and shareholders'
equity of $4,103,883.

                       Going Concern Doubt

On March 26, 2008, Mayer Hoffman McCann PC, in Denver, Colorado,
expressed substantial doubt about Nord Resources Corporation's
ability to continue as a going concern after auditing the
company's consolidated financial statements as of the years ended
Dec. 31, 2007, and 2006.  The auditing firm company reported that
the company incurred a net loss of $2,500,000 and $6,200,000
during the years ended Dec. 31, 2007, and 2006.

The company's continuation as a going concern is dependent upon
its ability to generate sufficient cash flow to meet the company's
obligations on a timely basis, to produce copper at a level where
it can become profitable, to pay off existing debt and provide
sufficient funds for general corporate purposes.


OMX TIMBER: Moody's Junks Rating on Class A-2 Notes from 'B3'
-------------------------------------------------------------
Moody's Investors Service upgraded ratings of the Class A-1 note
issued in the OMX Timber Finance Investments secured by
installment notes that are guaranteed by Wachovia Corporation.

Moody's Investors Service downgraded ratings of the Class A-2 note
issued in the OMX Timber Finance Investments secured by
installment notes that are guaranteed by Lehman Brothers Holdings
Inc.

These rating actions are based on the senior unsecured ratings of
Wachovia Corporation and Lehman Brothers Holdings Inc as the class
A-1 and class A-2 notes have direct exposure to the senior
unsecured debt of Wachovia Corporation and Lehman Brothers
Holdings Inc respectively.

The Class A-1 long-term bond rating is based on the guaranty
provided by Wachovia Corporation.  Moody's Investors Service
upgraded its rating of Wachovia Corporation (senior unsecured
rating to Aa3 from A1) in January 6, 2009 following the
acquisition of Wachovia Corporation by Wells Fargo & Company.  The
Class A-1 note was upgraded due to the upgrade of the senior
unsecured ratings of Wachovia Corporation.

The Class A-2 long-term bond rating is based on the guaranty
provided by Lehman Brothers Holdings Inc.  Moody's Investors
Service downgraded its rating of Lehman Brothers Holdings Inc
(senior unsecured rating to C from B3) in December 8, 2008, in
order to reflect its expectations that recoveries for senior
creditors will likely be significantly reduced as a result of
continued market value declines after Lehman announced that it was
filing for Chapter 11 bankruptcy protection.  The Class A-2 note
was downgraded due to the downgrade of the senior unsecured
ratings of Lehman Brothers Holdings Inc.

The notes were sold in privately negotiated transactions without
registration under the Securities Act of 1933.  The issuance has
been designed to permit resale under Rule 144A.

Complete rating actions are:

Issuer: OMX Timber Finance Investments I, LLC

  -- Cl. A-1, Upgraded to Aa3; previously on 10/13/2008 A1 Placed
     Under Review for Possible Upgrade

Issuer: OMX Timber Finance Investments II, LLC

  -- Cl. A-2, Downgraded to C; previously on 9/22/2008 Downgraded
     to B3


PACIFIC ETHANOL: Halts Plant Operations Due to Unfavorable Market
-----------------------------------------------------------------
Pacific Ethanol, Inc. (NASDAQ GM: PEIX), said January 9 that it
will temporarily suspend operations at its 40 million gallon per
year ethanol facility located in Madera, California.  Extended
unfavorable market conditions for producing ethanol has prompted
Pacific Ethanol to suspend operations beginning January 12th.

The company, through its wholly-owned ethanol marketing arm,
Kinergy Marketing, intends to continue serving its ethanol
customers with production from other Pacific Ethanol plants and
Kinergy suppliers.

According to Bloomberg on January 9, Pacific rose 1 cent, or 1.7%,
to 61 cents at 9:34 a.m. in Nasdaq Stock Market composite trading.
The shares, Bloomberg says, are 92% lower than a year ago.

                    About Pacific Ethanol, Inc

About Pacific Ethanol, Inc. Pacific Ethanol is the largest West
Coast-based marketer and producer of ethanol.  Pacific Ethanol has
ethanol plants in Madera and Stockton, California; Boardman,
Oregon; and Burley, Idaho. Pacific Ethanol also owns a 42%
interest in Front Range Energy, LLC which owns an ethanol plant in
Windsor, Colorado.  Central to Pacific Ethanol's growth strategy
is its destination business model, whereby each respective ethanol
plant achieves lower process and transportation costs by servicing
local markets for both fuel and feed.  Pacific Ethanol has
achieved its goal of 220 million gallons per year of ethanol
production capacity in 2008 and plans to increase total production
capacity to 420 million gallons per year in 2010.  In addition,
Pacific Ethanol is working to identify and develop other renewable
fuel technologies, such as cellulose-based ethanol production and
bio-diesel.


PEPPERBALL TECH: Posts $269,000 Net Loss in Qtr. Ended Sept. 30
---------------------------------------------------------------
PepperBall Technologies, Inc., posted a net loss of $269,000 for
the three months ended September 30, 2008, compared with a net
loss of $384,000 for the same period a year earlier.

The company incurred a net loss and utilized net cash in operating
activities of approximately $869,000 and $1,209,000, respectively,
for the nine months ended September 30, 2008.  "These conditions
raise substantial doubt about the company's ability to continue as
a going concern," Chief Financial Officer Jeffrey G. McGonegal
disclosed in a regulatory filing dated November 19, 2008.

"We expect to continue to incur losses from operations in 2008.
While we expect the recent consumer non-lethal product
introductions will help increase revenues, such increases for the
near term may only provide limited additional cash flow from such
sales and will require increases in sales and marketing expenses.
The company's ability to continue as a going concern depends on
the success of management's plans to bridge such cash shortfalls
in 2008 and 2009 including:

   1. Aggressively pursuing additional fund raising activities in
      2008 and 2009;

   2. Continuing to advance sales and marketing efforts for the
      company's products, particularly the recently completed
      consumer products, to begin achieving additional sales of
      such products in 2008 and 2009, thereby generating cash
      flow from such sales;

   3. Attempting to work with the company's senior lenders to
      renew and extend scheduled payments under such loans;

   4. Contingent upon the company's ability to locate prospective
      buyers or partners, attempting to develop alternative
      revenue sources from licensing or partnering opportunities
      for the ShiftWatch TVS product line; and

   5. Continuing to monitor cost control initiatives to conserve
      cash."

As of September 30, 2008, the company's balance sheet showed total
assets of $12,796,000, total liabilities $6,091,000, minority
interest of $48,000, and total stockholders' equity of $6,657,000.

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?37d0

                     Robert Williams Resigns

Robert Williams, a director of PepperBall Technologies, Inc.,
resigned from the company effective December 4, 2008.  His
positions included -- member of the Audit and Nominating and
Corporate governance committees as well as chair of the
Compensation Committee.  The company does not have immediate plans
to fill Mr. Williams' position as a director of the company.

                       About PepperBall

PepperBall Technologies, Inc., develops, manufactures and markets
non-lethal compliance technology products utilizing the company's
PepperBall(R) technology.  The PepperBall product line features
compressed air launchers and inert, training and oleoresin
capsicum powder projectiles that can be used by police officers,
correction officers, private security guards, and the military and
is currently being expanded to include consumer products.  The
company's wholly owned subsidiary, Vizer Group Inc., specializes
in product design, system design, engineering, installation, and
integration of facility security systems including access control,
video surveillance and intrusion detection.  PepperBall is based
out of the company's offices in San Diego, California, which also
serves as the company's headquarters and Vizer is based out of the
company's offices in Westminster, Colorado.


PERFORMANCE AUTOMOTIVE: Case Summ. & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Performance Automotive Group, LLC
        d/b/a Eddie Wiggins Buick Pontiac GMC
        PO Box 7209
        Warner Robins, GA 31088

Bankruptcy Case No.: 08-53816

Chapter 11 Petition Date: December 31, 2008

Court: United States Bankruptcy Court
       Middle District of Georgia (Macon)

Judge: James D. Walker Jr.

Debtor's Counsel: Wesley J. Boyer, Esq.
                  Katz, Flatau, Popson and Boyer, LLP
                  355 Cotton Avenue
                  Macon, GA 31201
                  Tel: (478) 742-6481
                  Email: wjboyer_2000@yahoo.com

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

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

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/gamb08-53816.pdf

The petition was signed by Eddie Wiggins.


PILGRIM'S PRIDE: Food & Commercial Workers Union Joins Panel
------------------------------------------------------------
William T. Neary, United States Trustee for Region 7, appointed
United Food & Commercial Workers International Union as the 10th
member of the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Pilgrim's Pride Corporation and its debtor
subsidiaries.

The Committee is now composed of:

  (1) Ala Trade Foods, LLC
      Attn: Davis Lee
      725 Blount Avenue
      Guntersvile, AL 35976
      Tel No: (256)571-9696
      Fax No: (256)571-9977
      E-mail : pyarcey@alatrade.com

  (2) The Bank of New York Mellon Trust
      Attn: J. Chris Matthews
      601 Travis 16th Floor
      Houston, TX 77002
      Tel No: (713)483-6267
      Fax No: (713)483-6979
      E-mail: j.chris.matthews@bnymellon.com

  (3) Calamos Advisors LLC
      Attn: John Krasucki
      2020 Calamos Court
      Naperville, Il 60563
      Tel No: (245)-7215
      Fax No: (245)-7522
      E-mail: jkrasucki@calamos.com

  (4) HSBC Bank USA, National Association
      Attn: Sandra E. Horwitz
      10 East 40th Street, 14th Floor
      New York, NY 10016-0200
      Tel No: (212)525-1358
      Fax No: (212)525-1366
      E-mail: Sandra.e.horwitz@us.hsbc.com

  (5) International Paper Company
      Attn: Ronald Borcky
      4049 Willow Lake Blvd.
      Memphis, TN 38118
      Tel No: (901)419-1295
      Fax No: (901)419-1235
      E-mail: Ronald.borky@ipaper.com

  (6) Kornitzer Capital Management/Great Plains Trust Company/
       Buffalo Funds
      Attn: John C. Kornitzer
      P.O. Box 918
      Shawnee Mission, KS 66201
      Tel No: (913)384-4339
      Fax No: (913)754-1530
      E-mail: john@buffalofunds.com

  (7) Newly Weds Foods, Inc.
      Attn: Brian Toth
      4140 West Fullerton Avenue
      Chicago, IL 60639
      Tel No: (773)292-7647
      Fax No: (773)292-2423
      E-mail: mlopez@newlywedsfoods.com

  (8) Oaktree Capital Management
      Attn: Frances Nelson
      333 S. Grand Avenue
      28th Floor
      Los Angeles, CA 90071
      Tel No: (213)830-6467
      Fax No: (213)830-8567
      E-mail: fnelson@oaktreecapital.com

  (9) Pension Benefit Guarantee Corp.
      Attn: Marc Pfeuffer
      1200 K Street NW
      Washington, DC 20009
      Tel No: (202)326-4020
      Fax No: (202)326_4112
      E-mail: Pfeuffer.marc@pbgc.gov

(10) United Food & Commercial Workers International Union
      Attn: Mark D. Lauritesen
      1775 K Street, NW
      Washington, DC 20006-1598
      Tel No: (202)223-3111
      Fax no: (202)721-8009
      E-mail: mlauritsen@utcw.org

                      About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the company owns 34
processing plants in the United States and 3 processing plants
n Mexico.  The processing plants are supported by 42 hatcheries,
31 feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi and Utah.

Pilgrim's Pride Corporation and six other affiliates filed Chapter
11 petitions on December 1, 2008 (Bankr. N. D. of Texas, Lead Case
No. 08-45664).  Pilgrim's Pride has engaged Stephen A. Youngman,
Esq., Martin A. Sosland, Esq., and Gary T. Holzer, Esq., at Weil,
Gotshal & Manges LLP, as bankruptcy counsel.  The Debtors have
also tapped Baker & McKenzie LLP as special counsel.  Lazard
Freres & Co., LLC is the company's investment bankers and William
K. Snyder of CRG Partners Group LLC as chief restructuring
officer.  The company's claims and noticing agent is Kurtzman
Carson Consulting LLC. Pilgrim's Pride had total assets of
US$3,847,185,000, and debts of US$2,700,139,000 as of June 28,
2008.

(Pilgrim's Pride Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Services Inc. http://bankrupt.com/newsstand/or
215/945-7000).


PILGRIM'S PRIDE: Seeks to Reject 102 Contracts and Two Leases
-------------------------------------------------------------
Pursuant to Section 365(a) of the Bankruptcy Code and Rules 6006
and 9014 of the Federal Rules of Bankruptcy Procedure, Pilgrim's
Pride Corporation and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the Northern District of Texas to
reject 102 executory contracts that are:

   (i) multiple contracts under which the Debtors receive either
       natural gas, soybean oil, and corn;

  (ii) several services contracts pursuant to which a third party
       either recycles breading and fryer crumb material, or
       provides consulting services regarding the disposal of the
       Debtors' solid waste;

(iii) a contract under which the Debtors sell approximately
       300,000 pounds of poultry per week to a third party for
       resale; and

  (iv) multiple contracts with independent contract growers with
       whom the Debtors contract to (a) house and care for the
       Debtors' breeder hens and roosters, and (b) raise and care
       for the Debtors' broiler chickens.

The Natural Gas Contracts and Soybean Oil Contracts are hedging
contracts, pursuant to which the Debtors agreed to purchase a
defined amount of either natural gas or soybean oil at a fixed
price on a set future date.

A schedule of the 102 Executory Contracts is available for free
at http://bankrupt.com/misc/PPC_rej_conracts.pdf

The Debtors also seek the Court's authority to reject, effective
December 31, 2008, the unexpired leases with Spirit Finance
Capital Management, LLC, for the distribution center located in
Jackson, Mississippi, and with Surol Inc., for a distribution
center in Oskaloosa, Iowa.

Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, in
Dallas, Texas, tells the Court that the Debtors have evaluated
each of the Executory Contracts and Unexpired Leases and have
examined the costs associated with the Debtors' obligations.
Based on that evaluation, the Debtors have concluded that
continued compliance with the terms of the Executory Contracts
and Unexpired Leases would be burdensome and would provide no
corresponding benefit to the Debtors or their estates, Mr.
Youngman avers.

Mr. Youngman asserts the rejection of the Hedging Contracts will
eliminate the administrative expenses attendant thereto and allow
the Debtors to purchase the same goods they purchased pursuant to
these Executory Contracts at a lower price.  Similarly, the
Debtors believe they can purchase corn at lower prices than as
set forth in the Corn Supply Contracts, Mr. Youngman says.

The Debtors' decision to reject the Services Contracts and the
Poultry Supply Contract is similarly justified.  The terms of
these contracts are unfavorable, and unnecessarily burden the
Debtors, Mr. Youngman explains.  The Debtors believe that the
costs associated with the Poultry Supply Contract outweigh the
benefits.

Due to a reduction in operations, the Debtors no longer need to
maintain the same number of Growers they formerly used at
specified facilities, Mr. Youngman tells the Court.  Accordingly,
the Debtors believe it is in their best interests to reject
certain of the Grower Contracts.

With respect to the Unexpired Leases, Mr. Youngman says the
Debtors no longer occupy the premises relating to the Unexpired
Leases and that there is no potential value that might be
realized by a future sale or sublease of the Unexpired Leases.

                      About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the company owns 34
processing plants in the United States and 3 processing plants
n Mexico.  The processing plants are supported by 42 hatcheries,
31 feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi and Utah.

Pilgrim's Pride Corporation and six other affiliates filed Chapter
11 petitions on December 1, 2008 (Bankr. N. D. of Texas, Lead Case
No. 08-45664).  Pilgrim's Pride has engaged Stephen A. Youngman,
Esq., Martin A. Sosland, Esq., and Gary T. Holzer, Esq., at Weil,
Gotshal & Manges LLP, as bankruptcy counsel.  The Debtors have
also tapped Baker & McKenzie LLP as special counsel.  Lazard
Freres & Co., LLC is the company's investment bankers and William
K. Snyder of CRG Partners Group LLC as chief restructuring
officer.  The company's claims and noticing agent is Kurtzman
Carson Consulting LLC. Pilgrim's Pride had total assets of
US$3,847,185,000, and debts of US$2,700,139,000 as of June 28,
2008.

A nine-member committee of unsecured creditors has been appointed
in the case.  (Pilgrim's Pride Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Services Inc. http://bankrupt.com/newsstand/
or 215/945-7000).


PILGRIM'S PRIDE: Taps Ex-Officers to Provide Consulting Services
----------------------------------------------------------------
J. Clinton Rivers and Robert A. Wright resigned as Pilgrim's Pride
Corporation's chief executive officer and president, and chief
operating officer.  Because of the executives' extensive
familiarity with the Debtors' business, the Debtors have
requested, and the executives have agreed, to continue to provide
short-term advisory and consulting services to the Debtors.  The
Debtors believe that the consulting services to be provided by Mr.
Rivers will be invaluable and will assist them in transitioning
the duties and responsibilities of president and CEO to Don
Jackson.

The Debtors entered into separate consulting agreements with each
of Messrs. Rivers and Wright.  The Debtors intend to employ
Mr. Rivers for four months and Mr. Wright for three months.
Their employment will begin on the date the agreements are
approved.

The Debtors ask the U.S. Bankruptcy Court for the Northern
District of Texas to approve the consulting agreements.

Messrs. Rivers and Wright will render advisory services based on
their expertise and knowledge of PPC's business, which will be
consistent with the services they provided while they were
actively employed by PPC.  The services to be provided will be in
addition to those to be provided under each of their Separation
Agreements.

Mr. Rivers will receive from PPC $83,500 for each Contract Month
while Mr. Wright will receive $50,000 for each Contract Month.
Both executives will also be reimbursed for reasonable out-of-
pocket expenses they incur in connection with their consulting
services.

Until the date of termination of each of the Agreements,
Messrs. Rivers and Wright may not, except in connection with the
services they might provide to PPC in connection with their
consulting duties, service, call on, do business with, solicit,
take away, or attempt to do any of the foregoing with respect to
any entity or person who did business with PPC during the four
years preceding the execution of each of their Agreements.

Messrs. Rivers and Wright may perform work as a consultant or
employee for any other entity or person provided that that
engagement does not create a conflict of interest with their
obligations to PPC.  They also agree not to 'participate in' a
Competing Business as the term is used in the Agreements.

Any violations of the "Restrictions of Conduct" section of each
of the Agreements will entitle PPC to injunctive relief by a
temporary restraining order temporary injunction or permanent
injunction.

The Debtors relate that a key component of each Consulting
Agreement includes the agreement by Messrs. Rivers and Wright not
to, among other things, compete with the Debtors' business.  Both
executives possess confidential information about the Debtors'
business, including knowledge of trade secrets that
could be very attractive to competing businesses.  If either Mr.
Rivers or Mr. Wright, or both, were to seek and obtain employment
with one of the Debtors' competitors, particularly during this
time of transition for the Debtors that employment could be
detrimental to the Debtors, Stephen A. Youngman, Esq.,
at Weil, Gotshal & Manges LLP, in Dallas, Texas, contends.

The Debtors believe that the fees to be paid to Messrs. Rivers
and Wright are small in comparison to (a) the benefit the Debtors
will reap by ensuring that Messrs. Rivers and Wright are on-hand
to provide assistance to Dr. Jackson, as needed; and (b) the
losses they could suffer if Messrs. Rivers or Wright were to
compete during the transition period with the Debtors' business.

Also, in connection with the resignations by Messrs. Rivers and
Wright, the Debtors entered into separation agreements with each
of the executives, the company disclosed with the Securities and
Exchange Commission.  Under the terms of the separation
agreements, each of them resigned as officer, director, employee
and any other capacity of PPC and its subsidiaries and agreed to
terminate their change in control agreements with the company.
PPC, under the separation agreements, agreed to pay a severance
payment of $143,242 to each of Mr. Rivers and Mr. Wright.

                      About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the company owns 34
processing plants in the United States and 3 processing plants
n Mexico.  The processing plants are supported by 42 hatcheries,
31 feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi and Utah.

Pilgrim's Pride Corporation and six other affiliates filed Chapter
11 petitions on December 1, 2008 (Bankr. N. D. of Texas, Lead Case
No. 08-45664).  Pilgrim's Pride has engaged Stephen A. Youngman,
Esq., Martin A. Sosland, Esq., and Gary T. Holzer, Esq., at Weil,
Gotshal & Manges LLP, as bankruptcy counsel.  The Debtors have
also tapped Baker & McKenzie LLP as special counsel.  Lazard
Freres & Co., LLC is the company's investment bankers and William
K. Snyder of CRG Partners Group LLC as chief restructuring
officer.  The company's claims and noticing agent is Kurtzman
Carson Consulting LLC. Pilgrim's Pride had total assets of
US$3,847,185,000, and debts of US$2,700,139,000 as of June 28,
2008.

A nine-member committee of unsecured creditors has been appointed
in the case.  (Pilgrim's Pride Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Services Inc. http://bankrupt.com/newsstand/
or 215/945-7000).


PILGRIM'S PRIDE: Wants Stay Lifted to Pursue PSA Appeal
-------------------------------------------------------
Pilgrim's Pride Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas to modify the
automatic stay under Section 362 of the Bankruptcy Code to permit
the continuation of their appeal relating to Sections 192(a) and
(b) of the Packers and Stockyards Act pending before the Fifth
Circuit Court of Appeals.

The Appeal stemmed from a prepetition ruling by the U.S. District
Court for the Eastern District of Texas denying in part the
Debtors' motion for summary judgment in a class action filed by a
putative class of independent contract chicken growers for
alleged violation of the PSA and breach of fiduciary duties the
Debtors allegedly owed to the growers.

On July 1, 2002, Cody Wheeler, Don Davis and Davey Williams, on
behalf of themselves and a putative class of independent contract
chicken growers, filed their class action complaint against the
Debtors alleging that the Debtors violated the PSA and breached
fiduciary duties allegedly owed to the plaintiff growers.  The
Plaintiffs also brought, among others, individual actions under
Sections 192(a) and (b) of the PSA.

On March 30, 2007, the District Court entered an order in the PSA
Class Action granting in part and denying in part the Debtors'
summary judgment motion.  In the order, the District Court ruled
that the Contractors do not have to demonstrate an adverse effect
on competition to prevail under Sections 192(a) and (b) of the
PSA.

This ruling, the Debtors argue, is inconsistent with many other
jurisdictions interpretation of the PSA.

The Debtors and the Contractors filed a joint motion for findings
under Section 1292(b) of the U.S. Judiciary and Judicial
Procedures, asking the District Court to certify the question of
whether the Contractors are required to demonstrate an adverse
effect on competition to prevail under Sections 192(a) and (b) of
the PSA.  The District Court issued an order granting the joint
motion and staying the lawsuit until the issue is decided or the
appeal is rejected by the Fifth Circuit Court.

Under Sections 192(a) and (b) of the PSA, it is unlawful for any
packer with respect to livestock, meats, meat food products, or
livestock products in unmanufactured form, or for any live
poultry dealer with respect to live poultry, to:

  (a) engage in or use any unfair, unjustly discriminatory, or
      deceptive practice or device; or

  (b) make or give any undue or unreasonable preference or
      advantage to any particular person or locality in any
      respect whatsoever, or subject any particular person or
      locality to any undue or unreasonable prejudice or
      disadvantage in any respect whatsoever.

On June 2007, the Fifth Circuit Court accepted the appeal and on
April 2008, the parties argued the appeal before the Fifth
Circuit.  On July 2008, a panel of the Fifth Circuit issued a 2-1
ruling holding that an adverse effect on competition is not
required to prevail.  Subsequently, the Debtors filed a petition
for rehearing before the entire Fifth Circuit.  The parties are
currently awaiting the Fifth Circuit's ruling on whether a
rehearing will be granted, Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP in Dallas, Texas, tells the Court.

Mr. Youngman asserts that cause exists to modify the stay
because:

  -- the Fifth Circuit's panel opinion conflicts with at least
     11 authoritative decisions rendered by six other circuits
     over the last 40 years; and

  -- the panel's split decision exposes the Debtors and other
     meat and poultry companies to staggering potential
     liability and to inconsistent legal standards in their day
     to day operations across large segments of the nation.

Mr. Youngman tells the Court that the Debtors do not seek to lift
the stay in its entirety.  Rather, they request that the stay be
modified solely to allow them to exhaust the appellate remedies
before the Fifth Circuit Court of Appeals, and, if necessary, the
United States Supreme Court.

                     Contractors Respond

Messrs. Wheeler, Davis, and Williams complain that the Motion
would preclude them either from appealing en banc reversal of the
Fifth Circuit Order or from liquidating their claims in the PSA
Lawsuit.

The Contractors point out that the Debtors' Motion is not seeking
a modification of the stay as to the entire PSA Lawsuit, but is
limited to allowing the Debtors, and the Debtors only, to pursue
its appellate remedies.

If the Motion is granted, it would provide the Debtors with a
huge and improper litigation advantage over the Contractors, Doug
Skierski, Esq., at Locke Lord Bissell & Liddell LLP, in Dallas,
Texas, argues.

Accordingly, the Contractors ask the Court to deny the Motion or
lift the stay to allow both the Debtors and the Contractors to
exhaust their appellate remedies and then proceed with
liquidating the Contractors' claims in the PSA Lawsuit if the
Fifth Circuit again rules in their favor.

                Debtors to Pursue 8th Cir. Appeal

Separately, the Debtors ask the Court to modify the automatic stay
to allow them to prosecute counterclaims in a prepetition lawsuit
pending before the Southern District of Iowa.

The Debtors are plaintiffs the lawsuit, asserting claims against:

  -- Darrel Raduechel and Barry Spain, former employees of
     Debtor PFS Distribution Company;

  -- MidwestOne Bank & Trust and its executive Steve Hicks,
     MidwestOne being Messrs. Raduechel's and Spain's bank; and

  -- Messrs. Raduechel & Spain's accountant, Theobald Donohue &
     Thompson, PC and its chief executive officer, Richard
     Donohue.

The Debtors allege that Messrs. Raduechel and Spain secretly
formed a rival firm; solicited all key personnel to join them; and
diverted PFS' top customers.  The Debtors filed claims totaling
$5,500,000 against Messrs. Raduechel and Spain for breach of
fiduciary duties and misappropriation of PFS' trade secrets.  The
Iowa Court granted the Debtors a preliminary injunction, which
effectively put the rival firm out of business.

Mr. Raduechel brought counterclaims against PFS, for unpaid
compensation, alleging that he was wrongfully denied a bonus
under PFS' "Sales/Distribution Branch Incentive Plan."  The
Debtors sought to dismiss the counterclaims for Mr. Raduechel's
failure to state a cause of action pursuant to Rule 12(b)(6) of
the Federal Rules of Bankruptcy Procedure.  The Iowa Court
granted the Debtors' request.  The Iowa Court also subsequently
entered a summary judgment in favor of the Debtors on liability
against Messrs. Raduechel and Spain for breach of fiduciary duty
and trade secret misappropriation.

The Lawsuit proceeded to trial on the Debtors' $5.5 million
claims.  After the trial, the jury issued a verdict finding,
among other things, that Messrs. Raduechel's and Spain's breach
of fiduciary duties or misappropriation of trade secrets were not
a proximate cause of the Debtors' damages, and that neither the
Bank Defendants nor the Accounting Defendants conspired with
Messrs. Raduechel and Spain, or aided and abetted their wrongful
actions.

The Debtors appealed the judgment to the Eighth Circuit Court of
Appeals.  Mr. Raduechel also took a cross appeal from the earlier
dismissal of the Counterclaims.

The Debtors want the automatic stay modified to allow them to
pursue the Counterclaims and for the Circuit Court to hear oral
argument and deliver a ruling on their Appeal.

The Debtors believe that cause exists to modify the stay and that
both of the arguments on appeal have been fully briefed.  Almost
all of the work relevant to the Appeal and Counterclaims has been
completed.  Only oral argument remains.

Mr. Youngman assures the Court that the Debtors do not seek to
lift the stay in its entirety.  Rather, the Debtors request that
the stay be modified to allow the Counterclaims to be pursued but
only to allow the Eighth Circuit Court of Appeals to hear oral
argument and deliver a ruling.  The automatic stay remains in
place even if the dismissal of the counter claims is reversed and
remanded to a lower court, Mr. Youngman contends.

Mr. Youngman states in a declaration dated January 8, 2009, that
no objection with respect to the motion was filed on or before
the January 6 deadline.

                      About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the company owns 34
processing plants in the United States and 3 processing plants
n Mexico.  The processing plants are supported by 42 hatcheries,
31 feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi and Utah.

Pilgrim's Pride Corporation and six other affiliates filed Chapter
11 petitions on December 1, 2008 (Bankr. N. D. of Texas, Lead Case
No. 08-45664).  Pilgrim's Pride has engaged Stephen A. Youngman,
Esq., Martin A. Sosland, Esq., and Gary T. Holzer, Esq., at Weil,
Gotshal & Manges LLP, as bankruptcy counsel.  The Debtors have
also tapped Baker & McKenzie LLP as special counsel.  Lazard
Freres & Co., LLC is the company's investment bankers and William
K. Snyder of CRG Partners Group LLC as chief restructuring
officer.  The company's claims and noticing agent is Kurtzman
Carson Consulting LLC.  Pilgrim's Pride had total assets of
US$3,847,185,000, and debts of US$2,700,139,000 as of June 28,
2008.

A nine-member committee of unsecured creditors has been appointed
in the case.  (Pilgrim's Pride Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Services Inc. http://bankrupt.com/newsstand/
or 215/945-7000).


POLLEX INC: Posts $15.8MM Net Loss for Quarter Ended Sept. 30
-------------------------------------------------------------
Pollex, Inc., posted a net loss of $15,864,222 for the three
months ended September 30, 2008, compared with a net loss of
$437,486 for the same period a year earlier.

"Total costs and expenses were $15,864,222 for the third quarter
of 2008, a 3,526% increase compared to $437,486 for the third
quarter of 2007.  This increase for the third quarter of 2008
versus 2007 was due to the impairment of the company's license
agreements of $9,095,227 and stock based compensation of
$6,250,000 due to the shares granted to our executive officers
under their agreements," President Seong Yong Cho disclosed in a
regulatory filing dated November 19, 2008.

"The company has an accumulated deficit of $80,325,680 as of
September 30, 2008.  Management's plans include the raising of
capital through the equity markets to fund future operations,
seeking additional acquisitions, and the generating of revenue
through its business.  Failure to raise adequate capital and
generate adequate sales revenues could result in the company
having to curtail or cease operations.  Additionally, even if the
company does raise sufficient capital to support its operating
expenses and generate adequate revenues, there can be no
assurances that the revenue will be sufficient to enable it to
develop business to a level where it will generate profits and
cash flows from operations.  These matters raise substantial doubt
about the company's ability to continue as a going concern."

As of September 30, 2008, the company's balance sheet showed total
assets of $5,284,028, total liabilities of $829,727 and total
stockholders' equity of $4,454,301.

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?37ce

                          About Pollex

Pollex, Inc.'s business is conducted through its two wholly owned
subsidiaries, Joytoto Technologies, Inc., and Joytoto America,
Inc., which are engaged in the business of providing online gaming
services and MP3 and other technical products.


PRECISION DRILLING: S&P Affirms Corporate Credit Rating at 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB' long-
term corporate credit rating on Precision Drilling Trust, and its
'BBB-' senior secured debt ratings, with '1' recovery ratings, on
Precision Drilling Corp.'s US$400 million revolving credit
facility, US$400 million term loan A, and US$400 million term loan
B.  Precision Drilling Corp. is a subsidiary of the trust.

The affirmation follows Precision completing its acquisition of
Grey Wolf Inc.  At the same time, Standard & Poor's raised its
corporate credit rating on Grey Wolf to 'BB' from 'BB-',
equalizing it with that on Precision; and removed the rating from
CreditWatch, where it was placed with positive implications
April 22, 2008.  S&P also raised the rating on Grey Wolf's senior
unsecured convertible notes due 2023 outstanding to 'BB' from
'BB-', and removed it from CreditWatch, where it was placed with
developing implications Aug 25, 2008.  S&P also revised the
recovery rating to '4' from '3'.  As well, Standard & Poor's
withdrew its 'BB' debt rating, with a '4' recovery rating, on
Precision Drilling Corp.'s US$400 million senior unsecured notes
due 2016, because the company did not issue them.  The outlook on
both the trust and Grey Wolf is stable.

"The ratings on Precision reflect the financial policy constraints
inherent in the income trust structure, the trust's levered
capital structure, and its strained liquidity immediately
following the Grey Wolf acquisition," said Standard & Poor's
credit analyst Michelle Dathorne.  These factors, which hamper the
trust's overall credit profile, are positively offset by the
combined company's strong profitability, the size and expanded
geographic diversification of the trust's drilling and service rig
fleet, and the large number of rigs with deep drilling
capabilities in the U.S. and Western Canadian Sedimentary Basin
markets.

Precision is headquartered in Calgary, Alberta, and operates in
Canada's principal oil and gas basin, the WCSB.  With the Grey
Wolf acquisition complete, the company also has land rigs
positioned in several high-growth markets in the U.S.  The trust
has one of North America's largest land drilling rig fleets, with
370 land drilling rigs, one drilling rig in Chile, 229 service
rigs in Canada, and 28 snubbing units in Canada.

The stable outlook reflects Standard & Poor's expectation that
Precision will generate sufficient cash flow to service its debt
obligations and distribution requirements.  It also incorporates
S&P's assumption that the trust will adjust its growth capital
spending to reflect the fall-off in drilling levels expected
through 2009 as its customers cut their drilling programs to
reflect low hydrocarbon prices.  If Precision increases its
leverage in deference to adjusting its spending program or
maintaining distributions, a negative rating action is likely.
Conversely, although not likely in the near-to-medium term, should
Precision materially pay down the acquisition-related debt, S&P
could revise the outlook to positive or raise the ratings.


PREMIER EXHIBITIONS: Sellers Cap. Won't Push Firm to Bankruptcy
---------------------------------------------------------------
Sellers Capital LLC, the largest shareholder of Premier
Exhibitions, Inc., clarifies that it is not planning to put
Premier through bankruptcy to acquire the company's assets at a
discount, as alleged by Premier's CEO Arnie Geller.  Sellers
Capital explains that bankruptcy would be as dilutive to Sellers
Capital as it would be to any other shareholder.

"Although the company's recent financial performance raises the
risk of bankruptcy for the company, we have no incentive to seek
bankruptcy protection.  We have the same interest as all other
shareholders to avoid a bankruptcy filing by the company," the
firm said.  "Our plan is designed to cut wasteful spending, close
unprofitable exhibits, rationalize overhead and retrench the
company to stabilize it before moving forward with a properly
designed growth program to rebuild the company's core franchise of
museum quality exhibitions."

Sellers Capital, in a press statement, reiterated its reasons for
initiating its consent solicitation and believes Premier's
shareholders should ignore the untrue "boilerplate" allegations
made by Premier and Mr. Geller.

Sellers Capital said its representatives on Premier's board have
been misled by Mr. Geller.

"[W]e believe Mr. Geller has withheld information from our
representatives, attempted to manipulate the board, and engaged in
activities that were unauthorized and not in the best interest of
the company or its shareholders.  We also believe that Mr. Geller
is not presenting an accurate picture of the true state of affairs
at Premier," Sellers Capital said in a news statement.

Sellers Capital is seeking soliciting consents from Premier
shareholders to elect four members -- William M. Adams,
Christopher J. Davino, Jack Jacobs and Bruce Steinberg -- to
vacancies on the company's Board of Directors.  The company Board
is currently comprised of a single class of 11 directors, and
there are currently seven directors on the Board.  Each of Sellers
Capital's nominees, if elected, would hold office until the
company's next annual meeting of shareholders and until such
person's successor has been elected or until such person's death,
resignation, retirement or removal.

Sellers Capital believes that the four nominees, along with the
two directors currently serving on the company Board that were
designated by the firm, Mark A. Sellers and Mark A. Hugh Sam, will
provide new leadership for the company with the goal of maximizing
shareholder value under the leadership of a new chief executive
officer.

Sellers Capital said, "We did support restoring Mr. Geller to the
role of CEO but we did so under false pretenses.  Mr. Geller
assured us he would improve transparency in the company's
reporting, develop a business plan, and provide us with
information to fulfill our duties as fiduciaries.  Instead, we
believe Mr. Geller has withheld information from our
representatives, attempted to manipulate the board, and engaged in
activities that were unauthorized and not in the best interest of
the company or its shareholders.  We also believe that Mr. Geller
is not presenting an accurate picture of the true state of affairs
at Premier."

Sellers Capital also said, "We believe Mr. Geller has refused to
make difficult decisions to preserve cash and is now only taking
action in response to our solicitation.  We do not believe that
Mr. Geller will make the cuts necessary to stabilize the company,
and we are concerned that the cuts he proposes will preserve his
friends and family network at the expense of losing competent
professionals that could assist in a turnaround."

Sellers Capital said it has outlined a number of steps it plans to
take to turn Premier around if the consent solicitation is
successful:

   -- Terminate Mr. Geller as CEO and Chairman of the Board;

   -- Implement a search process for a new CEO;

   -- Name an interim CEO until a full time replacement for
      Mr. Geller can be found;

   -- Adjust compensation for senior managers that is more
      clearly aligned with the interests of shareholders;

   -- Evaluate and, if necessary, amend the company's personnel
      policies;

   -- Develop a strategic business plan for the company that
      incorporates capital allocation strategies as a critical
      measure of future product development;

   -- Produce monthly reporting packages that fully detail the
      status of all elements of the company's business for review
      by the company Board;

   -- Engage management to cut fixed and variable costs
      dramatically without jeopardizing the company's
      ability to survive and prosper;

   -- Evaluate and overhaul the company's production activities;

   -- Evaluate all existing venues and close unprofitable
      exhibitions;

   -- Rebuild the sales and marketing function both domestically
      and internationally;

   -- Evaluate all existing contracts and make efforts to
      restructure those that may not be in the company's best
      interest; and

   -- Increase the company's efforts to resolve the Titanic
      litigation.

The Titanic litigation involves the company's attempts to gain
title to artifacts from the wreckage of the Titanic recovered by a
subsidiary of the company from salvage expeditions beginning in
1993.  From the company's public reports, the litigation has
involved courts in France and the U.S. federal courts and has been
ongoing in the United States since at least 1994.

A full-text copy of Sellers Capital's definitive consent
solicitation statement is available at no charge at:

              http://ResearchArchives.com/t/s?37d8

Sellers Capital, through The Altman Group, which has been retained
to solicit consents, has established a toll-free number for
investors to call if they would like more information.  That
number is 866-828-6934.

Sellers Capital and its affiliates are the beneficial owners of
4,778,399 shares of common stock of Premier, representing
approximately 16.3% of the company's outstanding shares, based
upon the 29,284,999 shares of common stock reported by Premier to
be outstanding as of October 6, 2008 in its Quarterly Report on
Form 10-Q filed with the SEC on October 10, 2008.

Sellers Capital, certain of its affiliates and its nominees to the
board are the participants in the solicitation of consents.

Based in Atlanta, Georgia, Premier Exhibitions, Inc. (NASDAQ:
PRXI) is a major developer of touring museum quality exhibitions.


PREMIER EXHIBITIONS: Urges Shareholders to Reject Sellers Bid
-------------------------------------------------------------
Premier Exhibitions, Inc., filed on January 7, 2009, a detailed
rebuttal to a letter sent by Sellers Capital LLC and affiliates to
the Securities and Exchange Commission regarding the company's
Preliminary Consent Revocation Statement.

Premier said its board of directors has determined that the
consent solicitation of Sellers Capital -- proposing to fill
vacancies on the company's board with four of its hand-picked
nominees, is not in the best interest of the company's
shareholders.  The company urges the shareholders to reject the
proposal.

Premier said that, with the recent return of Arnie Geller as
Premier's CEO and President at the end of August 2008, the
majority of the Board, including the company's independent
directors, is confident that retaining current leadership is the
best way to improve earnings and increase value for Premier
shareholders.

"Sellers Capital has chosen to proceed with a costly consent
solicitation, which we believe, if successful, would significantly
interfere with the Company's industry relationships, which are the
foundation of our Company, and the future success of the Company's
exhibitions. Sellers Capital has not provided any type of detailed
long-term operating plan for shareholders to consider, and, in our
opinion, has instead focused on making a series of allegations
against our CEO and issuing a number of misleading press releases
designed to encourage investors to support its solicitation.  In
the meantime, Sellers has still not located a replacement for our
CEO since they demanded his resignation over two months ago,"
Premier said in a news statement.  "These failures, in our
opinion, together with Sellers' misguided proposal to monetize the
Company's RMS Titanic artifacts, demonstrate a significant lack of
understanding of, and experience, in the Company's exhibition
business, on the part of the dissident hedge fund and its
managers, and also, and perhaps more importantly, by the other
solicitation participants Sellers has nominated to sit on
Premier's Board and in the CEO's chair while Sellers presumably
continues to look for a CEO."

"We believe that such turmoil in our leadership is likely to
result in uncertainty and a lack of consistent strategic
direction, as well as costly administrative disruption.  Perhaps
more crucially, we believe that such uncertainty is likely to
discourage other parties from negotiating with us for the
installation of exhibitions and other revenue creating
transactions given the important role played by personal
relationships in executing these transactions, relationships Mr.
Geller has spent decades cultivating.  We are concerned that the
change in leadership proposed by Sellers would saddle the Company
with management that has little or no experience in the exhibition
industry, and that any new CEO would have a significant learning
curve during which vital opportunities may be lost.

"Sellers Capital, through its director-designees on the Company's
Board, Mr. Sellers and Mr. Hugh Sam, has ample opportunity to
voice any concerns it may have regarding, and to positively
impact, our Company's performance.  Rather than working with the
full Board of Directors in a collaborative fashion
to address any legitimate concerns it may have, Sellers Capital
has chosen to proceed in an adversarial fashion, culminating in
this costly consent solicitation to effect a change in management
that we believe is not in the Company's or our shareholders' best
interests at this critical juncture."

Based in Atlanta, Georgia, Premier Exhibitions, Inc. (NASDAQ:
PRXI) is a major developer of touring museum quality exhibitions.


PRIMARY FUND: Faces Colorado Commissioner Suit for Lehman Losses
----------------------------------------------------------------
Colorado Securities Commissioner Fred Joseph sued the Primary Fund
and its operators, the Reserve Fund and Reserve Management Co.,
over the loss of an estimated $3 million to $5 million tied to
Reserve Fund's investments in Lehman Brothers, Inc., The Denver
Post reported.

Colorado local governments and school districts had $525 million
invested in the Reserve Fund through the state's Colorado Surplus
Asset Fund Trust (CSAFE), the report related.  CSAFE alleges in
the lawsuit that the Reserve Fund violated Colorado's anti-fraud
provisions.

The Primary Fund suffered massive losses Sept. 15, 2008, when
Lehman Brothers, Inc., in which it held short-term debt, filed
for bankruptcy, prompting a run on the fund's assets, the report
said.

Mr. Joseph related to the newspaper that CSAFE contacted the
Primary Fund on Sept. 15 to request a redemption of its $525
million investment.  A CSAFE agent then executed a transaction to
sell the shares for $1 each, the report said.

On Sept. 16, however, Reserve announced that the Primary Fund had
"broken the buck," or that its net asset value had fallen below
$1 a share, resulting to a freeze of shareholder withdrawals, the
report related.  Reserve said it would make redemptions at $1 per
share only to those who requested them before 3 p.m. on Sept. 15,
the report said citing documents filed by the Commissioner with a
federal court.

CSAFE has since received some of the money but is still owed
$111 million, Court documents said.

Reserve, according to the report, faces several other lawsuits,
including the lawsuit filed by Ameriprise Financial Incorporated,
accusing that some large investors were tipped off early to the
Primary Fund's problems on Sept. 15 and withdrew their money
without losses.  Reserve disclosed in Dec. 2008 that the U.S.
Securities and Exchange Commission is preparing to bring
enforcement action against the company and its key executives.
Colorado is believed to be the first state to sue Reserve, the
report said.

           Court Appoints Monitor for Reserve Fund

The Star Tribune reported that a federal judge in Minneapolis,
Minnesota, has approved Ameriprise Financial's request to appoint
an independent expert to monitor how the owners of Reserve Fund
spent the fund's assets.

Reserve Management, parent of the fund, has said the SEC likely
will charge it and Chairman Bruce Bent with violating securities
laws in the collapse of the $63 billion fund.  The federal court
has asked that Ameriprise and Reserve each recommend a candidate
for the special master role.

                       About Lehman Brothers

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

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

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

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only $2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

              International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on
Sept. 16.  The two units of Lehman Brothers Holdings, Inc., which
has filed for bankruptcy protection in the U.S. Bankruptcy Court
for the Southern District of New York, have combined liabilities
of JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., <http://bankrupt.com/newsstand/>or
215/945-7000).

                     About the Primary Fund

The Primary Fund is a large money market fund whose parent helped
invent that investment.  It is operated by, the Reserve Fund and
Reserve Management Co.

The Reserve is a partner committed to helping both businesses and
individual investors.  The Reserve has been a leading innovator in
cash and cash-related products for the brokerage, banking and
retail direct marketplace for nearly four decades.  In addition to
creating the industry's first FDIC-insured sweep program, it
offers retail direct investors up to $2.5 million in FDIC
insurance in a single account.


PROVISION HOLDING: Sept. 30 Balance Sheet Upside Down by $646,619
-----------------------------------------------------------------
Provision Holding, Inc.'s September 30, 2008, balance sheet showed
total assets of $1,416,653 and total liabilities of $2,063,272,
resulting in total stockholders' deficit of $646,619.

In a regulatory filing dated November 19, 2008, Curt Thornton,
chief executive officer, chief financial officer and director,
disclosed that the company has negative working capital of
approximately $1,300,000. For the three months ended
September 30, 2008, the company posted a net loss of $511,155,
compared with a net loss of $1,045,135 for the same period a year
earlier.

"These matters raise substantial doubt about the company's ability
to continue as a going concern.  The company's continuation as a
going concern is dependent upon its ability to generate sufficient
cash flow to meet its obligations on a timely basis, to obtain
additional financing or refinancing as may be required and,
ultimately, to attain profitable operations.  Management's plan to
eliminate the going concern situation include, but are not limited
to, the raise of additional capital through issuance of debt and
equity, improved cash flow management, aggressive cost reductions,
and the creation of additional sales and profits across its
product lines."

"Management remains focused on controlling cash expenses.  We have
limited cash resources and plan our expenses accordingly.  We had
cash of $253,333 at September 30, 2008, compared to cash of
$287,641 at June 30, 2008.  Our working capital deficit increased
to $1,293,961 at September 30, 2008, from a deficit of $1,002,346
at June 30, 2008.  The primary reason for the increase in the
working capital deficit was the amortization of approximately
$240,000 of debt discount."

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?37d5

                     About Provision Holding

Provision Holding, Inc., and its subsidiary Provision Interactive
Technologies, Inc., are focused on the development and
distribution of Provision's patented three-dimensional,
holographic interactive displays focused at grabbing and holding
consumer attention particularly and initially in the advertising
and product merchandising markets.  The systems display a moving
3D image size to forty inches in front of the display, projecting
a digital video image out into space detached from any screen,
rendering truly independent floating images featuring high
definition and crisp visibility from far distances.  The nearest
comparable to this technology can be seen in motion pictures such
as Star Wars and Minority Report, where objects and humans are
represented through full-motion holograms.


RADNET MANAGEMENT: Moody's Retains 'B2' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service lowered the Speculative Grade Liquidity
rating of RadNet Management, Inc., to SGL-3 from SGL-2.  RadNet's
long-term ratings, including the B2 Corporate Family Rating and
stable outlook, are unaffected.

The lowering of the SGL rating reflects Moody's view that
scheduled step-downs in financial covenants per its credit
agreement will result in tight compliance with covenants and limit
revolver availability over the intermediate term.  The SGL-3
rating also reflects Moody's belief that RadNet will maintain
adequate liquidity over the next twelve months characterized by
Moody's expectation of stable cash flow generation that should be
sufficient to cover working capital needs and maintenance capital
expenditures.

RadNet's B2 Corporate Family Rating continues to reflect RadNet's
considerable financial leverage position and constrained free cash
flow resulting from its growth and expansion initiatives.  The
ratings also incorporate RadNet's dominant position in most of its
operating markets.

Moody's ratings actions are summarized below:

Rating Downgraded:

  -- Speculative Grade Liquidity Rating, to SGL-3 from SGL-2

Ratings unchanged/LGD assessment revised:

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B2

  -- $55 million senior secured revolving credit facility due
     2011, to Ba3 (LGD2, 27%) from Ba3 (LGD2, 26%)

  -- Senior secured 1st Lien term loan due 2012, to Ba3 (LGD2,
     27%) from Ba3 (LGD2, 26%)

  -- Senior secured 2nd Lien term loan due 2013, Caa1 (LGD5, 78%)

The outlook is stable.

The last rating action was on January 23, 2008 when the ratings of
RadNet were affirmed.

RadNet'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 of tolerance for risk.  These attributes
were compared against other issuers both within and outside of
RadNet's core industry and RadNet's ratings are believed to be
comparable to those other issuers of similar credit risk

RadNet, headquartered in Los Angeles, California, provides
diagnostic imaging services through a network of 165 diagnostic
imaging facilities located in seven states, primarily in
California, Maryland, and New York.  RadNet generated revenues of
$476 million for the twelve month period ended September 30, 2008.


RESERVE MANAGEMENT: Primary Fund Faces Suit for Lehman Losses
-------------------------------------------------------------
Colorado Securities Commissioner Fred Joseph sued the Primary Fund
and its operators, the Reserve Fund and Reserve Management Co.,
over the loss of an estimated $3 million to $5 million tied to
Reserve Fund's investments in Lehman Brothers, Inc., The Denver
Post reported.

Colorado local governments and school districts had $525 million
invested in the Reserve Fund through the state's Colorado Surplus
Asset Fund Trust (CSAFE), the report related.  CSAFE alleges in
the lawsuit that the Reserve Fund violated Colorado's anti-fraud
provisions.

The Primary Fund suffered massive losses Sept. 15, 2008, when
Lehman Brothers, Inc., in which it held short-term debt, filed
for bankruptcy, prompting a run on the fund's assets, the report
said.

Mr. Joseph related to the newspaper that CSAFE contacted the
Primary Fund on Sept. 15 to request a redemption of its $525
million investment.  A CSAFE agent then executed a transaction to
sell the shares for $1 each, the report said.

On Sept. 16, however, Reserve announced that the Primary Fund had
"broken the buck," or that its net asset value had fallen below
$1 a share, resulting to a freeze of shareholder withdrawals, the
report related.  Reserve said it would make redemptions at $1 per
share only to those who requested them before 3 p.m. on Sept. 15,
the report said citing documents filed by the Commissioner with a
federal court.

CSAFE has since received some of the money but is still owed
$111 million, Court documents said.

Reserve, according to the report, faces several other lawsuits,
including the lawsuit filed by Ameriprise Financial Incorporated,
accusing that some large investors were tipped off early to the
Primary Fund's problems on Sept. 15 and withdrew their money
without losses.  Reserve disclosed in Dec. 2008 that the U.S.
Securities and Exchange Commission is preparing to bring
enforcement action against the company and its key executives.
Colorado is believed to be the first state to sue Reserve, the
report said.

           Court Appoints Monitor for Reserve Fund

The Star Tribune reported that a federal judge in Minneapolis,
Minnesota, has approved Ameriprise Financial's request to appoint
an independent expert to monitor how the owners of Reserve Fund
spent the fund's assets.

Reserve Management, parent of the fund, has said the SEC likely
will charge it and Chairman Bruce Bent with violating securities
laws in the collapse of the $63 billion fund.  The federal court
has asked that Ameriprise and Reserve each recommend a candidate
for the special master role.

                       About Lehman Brothers

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

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

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

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only $2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

              International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on
Sept. 16.  The two units of Lehman Brothers Holdings, Inc., which
has filed for bankruptcy protection in the U.S. Bankruptcy Court
for the Southern District of New York, have combined liabilities
of JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

(Lehman Brothers Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., <http://bankrupt.com/newsstand/>or
215/945-7000).

                     About the Primary Fund

The Primary Fund is a large money market fund whose parent helped
invent that investment.  It is operated by, the Reserve Fund and
Reserve Management Co.

The Reserve is a partner committed to helping both businesses and
individual investors.  The Reserve has been a leading innovator in
cash and cash-related products for the brokerage, banking and
retail direct marketplace for nearly four decades.  In addition to
creating the industry's first FDIC-insured sweep program, it
offers retail direct investors up to $2.5 million in FDIC
insurance in a single account.


RICHARD HINES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Richard Greer Hines
        7715 Overlake Drive W.
        Medina, WA 9803

Bankruptcy Case No.: 08-18951

Chapter 11 Petition Date: December 30, 2008

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Larry B. Feinstein, Esq.
                  Vortman & Feinstein
                  500 Union St Ste 500
                  Seattle, WA 98101
                  Tel. (206) 223-9595
                  Email: lbf@chutzpa.com

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

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

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/wawb08-18951.pdf

The petition was signed by Richard Greer Hines.


ROYAL SITE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Royal Site Development, LLC
        2819 Powells Valley Road
        Halifax, PA 17032

Bankruptcy Case No.: 08-04832

Debtor-affiliate filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Joseph F. Conners                                  08-01564

Chapter 11 Petition Date: December 30, 2008

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Robert E. Chernicoff, Esq.
                  Cunningham and Chernicoff PC
                  2320 North Second Street
                  Harrisburg, PA 17110
                  Tel: (717) 238-6570
                  Fax: (717) 238-4809
                  Email: rec@cclawpc.com

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

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

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

The petition was signed by Joseph Conners, President of the
company.


SAMARITAN PHARMA: Sept. 30 Balance Sheet Upside Down by $474,482
----------------------------------------------------------------
Samaritan Pharmaceuticals, Inc.'s September 30, 2008, balance
sheet showed total assets of $6,693,044 and total liabilities of
$7,167,526, resulting in total shareholders' deficit of $474,482.

"Current assets as of September 30, 2008 were $4,885,705 as
compared to $2,232,040 as of December 31, 2007.  This increase of
$2,653,665, or 119%, is primarily attributable to the overseas
product accounts receivable," Eugene Boyle, principal financial
officer, disclosed in a regulatory filing dated November 18, 2008.
"Current liabilities as of September 30, 2008 were $7,167,525 as
compared to $2,526,211 as of December 31, 2007, an increase of
$4,641,314 or 184%.  Such increase is the result of accounts
payable relating to the overseas product sales and research, and
loans made to the company."

The company posted a net loss of $614,843 for the three months
ended September 30, 2008, compared with a net loss of $132,648 for
the same period a year earlier.

Mr. Boyle related that the company has generated minimal revenues
and at September 30, 2008, the company had an accumulated deficit
of $47,010,546.  For the nine months ended September 30, 2008, and
2007, the company incurred net loss of $2,675,406 and net income
of $216,015, respectively and used cash flows from operations of
$153,964 and $1,264,591 respectively.  "Our current resources are
insufficient to fund all of our planned development and
commercialization efforts.  As of September 30, 2008, we have a
working capital deficiency of approximately $2,281,820.  These
matters raise substantial doubt about the company's ability to
continue as a going concern."

Management's plans with regard to these matters include:

   1. Obtaining additional capital through the sale of common
      stock to existing and new shareholders;

   2. Marketing of pharmaceutical products in Eastern Europe;

   3. Continue its efforts to attempt to collect payment due to
      the Company from Pharmaplaz; and

   4. Continue its efforts to out-license the Company's
      technologies.

"Accordingly, management is of the opinion that aggressive
marketing combined with additional capital will result in improved
operations and cash flow for 2009 and beyond.  However, there can
be no assurance that management will be successful in obtaining
additional funding or in attaining profitable operations."

"We are continuing efforts to raise additional capital and to
execute our research and development plans.  Even if we are
successful in raising sufficient money to carry out these plans,
additional clinical development is necessary to bring our products
to market, which will require a significant amount of additional
capital."

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?37c4

                  About Samaritan Pharmaceuticals

Samaritan Pharmaceuticals, Inc., formed in September 1994, is an
entrepreneurial biopharmaceutical company, focused on
commercializing innovative therapeutic products to relieve the
suffering of patients with Alzheimer's disease; cancer;
cardiovascular disease, HIV, and Hepatitis C; as well as,
commercializing its acquired marketing and sales rights, to sell
marketed revenue-generating products in Greece and various Eastern
European countries.


MERISANT WORLDWIDE: Gets $20,000,000 DIP Loan from Wayzata
----------------------------------------------------------
Bloomberg News reports that Merisant Worldwide Inc. said it
received a $20 million loan from Wayzata Investment Partners to
finance operations while in bankruptcy.

As reported in yesterday's Troubled Company Reporter, Merisant
Worldwide 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.

"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 debt to equity, which will be positive for
Merisant, its 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 had a
$35 million revolving credit and a $7.4 million term loan that was
set to mature on Jan. 11, 2009.

                    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.

Merisant and five affiliates filed for Chapter 11 on Jan. 9, 2009
(Bankr. D. Del, Lead Case No. 09-10059).  The Debtors have tapped
Sidley Austin LLP as bankruptcy counsel and Young, Conaway,
Stargatt & Taylor LLP, as Delaware counsel.  The Debtors have also
engaged Blackstone Advisory Services LLP as financial advisors.
Epiq Bankruptcy Solutions LLC is the company's claims agent.  The
company declared in its bankruptcy petition that as of November
30, 2008, it had assets of $331,077,041 and debts of $560,742,486.


SCOTTISH ANNUITY: S&P Cuts Counterparty Credit Rating to 'CC'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its
counterparty credit rating on Scottish Re Group Ltd. to 'CC' from
'CCC-'.  S&P also lowered its counterparty credit and financial
strength ratings on Scottish Annuity & Life Insurance Co. Ltd. to
'CC' from 'CCC+', and S&P lowered its ratings on Scottish Re
(U.S.) Inc. and Scottish Re Life Corp. to 'CCC' from 'CCC+'.  In
addition, Standard & Poor's lowered its ratings on all of these
companies' dependent unwrapped securitized deals.  At the same
time, S&P removed all the ratings from CreditWatch, where they had
been placed with negative implications on Jan. 31, 2008.  The
outlook on all of these companies is negative.

"The rating actions reflect the uncertainty surrounding the
maturity payment related to the Premium Asset Trust Certificates
2004-4, secured by SALIC, which is due on March 12, 2009," said
Standard & Poor's credit analyst Robert Hafner.  "The fact that
the sale of Scottish Re's North American segment has not
materialized elevates the group's risk of not meeting its
obligations."

The rating actions also consider some measure of progress by
Scottish Re subsequent to S&P's July rating actions.  This
progress includes the sale of the company's international segment
and wealth-management business, as well as the uneventful passage
of the Dec. 15, 2008, termination of the forbearance period
granted under the HSBC II and Clearwater XXX collateral funding
facilities.


SCOTTISH RE: S&P Downgrades Counterparty Credit Rating to 'CC'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its
counterparty credit rating on Scottish Re Group Ltd. to 'CC' from
'CCC-'.  S&P also lowered its counterparty credit and financial
strength ratings on Scottish Annuity & Life Insurance Co. Ltd. to
'CC' from 'CCC+', and S&P lowered its ratings on Scottish Re
(U.S.) Inc. and Scottish Re Life Corp. to 'CCC' from 'CCC+'.  In
addition, Standard & Poor's lowered its ratings on all of these
companies' dependent unwrapped securitized deals.  At the same
time, S&P removed all the ratings from CreditWatch, where they had
been placed with negative implications on Jan. 31, 2008.  The
outlook on all of these companies is negative.

"The rating actions reflect the uncertainty surrounding the
maturity payment related to the Premium Asset Trust Certificates
2004-4, secured by SALIC, which is due on March 12, 2009," said
Standard & Poor's credit analyst Robert Hafner.  "The fact that
the sale of Scottish Re's North American segment has not
materialized elevates the group's risk of not meeting its
obligations."

The rating actions also consider some measure of progress by
Scottish Re subsequent to S&P's July rating actions.  This
progress includes the sale of the company's international segment
and wealth-management business, as well as the uneventful passage
of the Dec. 15, 2008, termination of the forbearance period
granted under the HSBC II and Clearwater XXX collateral funding
facilities.


SCOTTISH RE LIFE: S&P Downgrades Rating to 'CCC'
------------------------------------------------
Standard & Poor's Ratings Services said it lowered its
counterparty credit rating on Scottish Re Group Ltd. to 'CC' from
'CCC-'.  S&P also lowered its counterparty credit and financial
strength ratings on Scottish Annuity & Life Insurance Co. Ltd. to
'CC' from 'CCC+', and S&P lowered its ratings on Scottish Re
(U.S.) Inc. and Scottish Re Life Corp. to 'CCC' from 'CCC+'.  In
addition, Standard & Poor's lowered its ratings on all of these
companies' dependent unwrapped securitized deals.  At the same
time, S&P removed all the ratings from CreditWatch, where they had
been placed with negative implications on Jan. 31, 2008.  The
outlook on all of these companies is negative.

"The rating actions reflect the uncertainty surrounding the
maturity payment related to the Premium Asset Trust Certificates
2004-4, secured by SALIC, which is due on March 12, 2009," said
Standard & Poor's credit analyst Robert Hafner.  "The fact that
the sale of Scottish Re's North American segment has not
materialized elevates the group's risk of not meeting its
obligations."

The rating actions also consider some measure of progress by
Scottish Re subsequent to S&P's July rating actions.  This
progress includes the sale of the company's international segment
and wealth-management business, as well as the uneventful passage
of the Dec. 15, 2008, termination of the forbearance period
granted under the HSBC II and Clearwater XXX collateral funding
facilities.


SCOTTISH RE (U.S.): S&P Downgrades Rating to 'CCC'
--------------------------------------------------
Standard & Poor's Ratings Services said it lowered its
counterparty credit rating on Scottish Re Group Ltd. to 'CC' from
'CCC-'.  S&P also lowered its counterparty credit and financial
strength ratings on Scottish Annuity & Life Insurance Co. Ltd. to
'CC' from 'CCC+', and S&P lowered its ratings on Scottish Re
(U.S.) Inc. and Scottish Re Life Corp. to 'CCC' from 'CCC+'.  In
addition, Standard & Poor's lowered its ratings on all of these
companies' dependent unwrapped securitized deals.  At the same
time, S&P removed all the ratings from CreditWatch, where they had
been placed with negative implications on Jan. 31, 2008.  The
outlook on all of these companies is negative.

"The rating actions reflect the uncertainty surrounding the
maturity payment related to the Premium Asset Trust Certificates
2004-4, secured by SALIC, which is due on March 12, 2009," said
Standard & Poor's credit analyst Robert Hafner.  "The fact that
the sale of Scottish Re's North American segment has not
materialized elevates the group's risk of not meeting its
obligations."

The rating actions also consider some measure of progress by
Scottish Re subsequent to S&P's July rating actions.  This
progress includes the sale of the company's international segment
and wealth-management business, as well as the uneventful passage
of the Dec. 15, 2008, termination of the forbearance period
granted under the HSBC II and Clearwater XXX collateral funding
facilities.


SEMGROUP LP: New Owner Catsimadis' Participation Chills Bidding
---------------------------------------------------------------
Marc Rosenberg, Esq., at Kaye Scholer LLP, who represents lenders
owed $2.5 billion, informed the U.S. Bankruptcy Court for the
District of Delaware that Red Apple Group's John A. Catsimatidis
entry into SemGroup, L.P., is chilling the bidding process for
certain of the assets of the partnership.

As reported in the Troubled Company Reporter, Mr. Catsimatidis
announced in mid-December that he had obtained five of the nine
seats on SemGroup G.P., L.L.C.'s Management Committee, the
equivalent of SemGroup L.P.'s board of directors.  Mr.
Catsimatidis conveyed plans to seek SemGroup's reorganization
rather than a liquidation of the bankrupt oil transporter.

"There has been some chilling of bidding, in terms of potential
transactions," Mr. Rosenberg told Bankruptcy Judge Shannon.  In
September last year, SemGroup said that it is identifying assets
to be sold, and which could be reorganized.

SemGroup said January 6 that while it is considering all
restructuring proposals, it has not received a formal plan from
Mr. Catsimatidis.

"If and when Mr. Catsimatidis makes a formal restructuring
proposal, it will receive the same consideration as any other
proposal," SemGroup said.  The company appreciates and encourages
interested parties to participate in this process, it added.

SemGroup Chief Executive Officer, Terrence Ronan told Bloomberg
Jan. 6 that Mr. Catsimatidis and his four allies on the management
committee cannot vote on any bid by Mr. Catsimatidis to buy
SemGroup out of bankruptcy.  Mr. Catsimadis, in response,
criticized the proposed actions by Mr. Ronan, which the former
said were of "dubious wisdom."

                        About SemGroup

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq.
at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the
Debtors' claims agent.  The Debtors' financial advisors are The
Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.


SHANE CO: Files for Bankruptcy, Starts Store Lease Rejections
-------------------------------------------------------------
Shane Co., sought Chapter 11 protection from creditors before the
U.S. Bankruptcy Court for the District of Colorado on January 12,
2009.

According to Bloomberg News, Shane blamed its bankruptcy filing on
"disappointing" holiday sales and a "grim" outlook on the
deepening U.S. recession.  "The severity of this past holiday
season dramatically impacted existing liquidity requiring the
company to seek this bankruptcy protection," Chief Executive
Officer Tom Shane said in a statement. "The company plans to
continue operating the business without interruption."

In its bankruptcy petition, Shane listed both assets and debt of
$100 million to $500 million.

The docket for Shane's Chapter 11 cases provides that its Chapter
11 plan of reorganization or liquidation is due May 12, 2009.

On the day of its bankruptcy filing, Shane has already filed a a
request to reject leases of real property, effective January 12:

   a. Lease Agreement dated December 19, 2006, by and between IBC
      Denver IV, LLC, as landlord, and Shane Co., as tenant, for
      two buildings located at 8530 and 8532 Concord Center
      Drive, Englewood, CO.

   b. Sublease dated as of May 9, 2008, by and between Shane Co.,
      as sublandlord, and Telecomwise Corporation, as subtenant,
      for the sublease of that portion of the premises under the
      Concord Lease which is located at 8532 Concord Center
      Drive, Englewood, CO.

   c. Shopping Center Lease dated June 6, 2007, by and between
      Regency Centers, L.P., a Delaware limited partnership, as
      landlord, and Shane Co., as tenant for lease premises
      located at 5791 Christie Avenue, Emeryville, CA.

   d. Shopping Center Lease dated January 4, 2007, by and between
      PITV, L.P., a Delaware partnership, as landlord, and Shane
      Co., as tenant for lease premises located at 1620 Camino De
      La Reina, San Diego, CA.

   e. Lease dated February 16, 2007, by and between SHORT PUMP
      STATION, LLC, a Georgia limited liability company, as
      landlord, and Shane Co., as tenant, for lease premises
      located at the Short Pump Station Shopping Center,
      Richmond, VA.

   f. Lease dated April 14, 2005 by and between JS Marietta GA,
      LLC, as lessor, and Western Stone and Metal Corp., as
      lessee, for lease premises located at 2365 Windy Hill Road,
      Marietta, GA.

Objections to the proposed lease rejections are due Jan. 29.

Shane has tapped Skadden, Arps, Slate Meagher & Flom, LLP and
Fairfield & Woods, PC, as bankruptcy counsel.  It has also hired
Kurtzman Carson Consultants LLC as claims agent.

Based in Centennial, Colorado, Shane Co. is a family-owned jewelry
retailer with 23 stores in 14 states.


SHANE CO: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Shane Co.
        8085 S. Chester St., Suite 300
        Centennial, CO 80112

Bankruptcy Case No.: 09-10367

Type of Business: The Debtor sells jewelry

                  See: http://www.shaneco.com/

Chapter 11 Petition Date: January 12, 2009

Court: District of Colorado

Debtors' Counsel: Gregg M. Galardi, Esq.
                  Skadden, Arps, Slate, Meagher & Flom, LLP
                  One Rodney Square
                  P.O. Box 636
                  Wilmington, DE 19899-0636
                  Tel: (302) 651-3000
                  Fax: (302) 651-30001
                  http://www.skadden.com

Debtors' Counsel: Caroline C. Fuller, Esq.
                  Fairfield and Woods, P.C.
                  1700 Lincoln Street, Suite 2400
                  Denver, CO 80203
                  Tel: (303) 830-2400
                  Fax: (303) 830-1033
                  http://www.fwlaw.com

Claims Agent: Kurtzman Carson Consultants LLC

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Dison Gems Inc.                trade             $4,707,962
415 Madison Avenue, Ste. 800                        498,255
New York, New York 10017

Leo Schachter Diamonds LLC     trade             $4,008,600
579 Fift Avenue, Sixth Floor
New York, New York 10017

Eurostar Belgium Inc.          trade             $2,717,404
589 Bezalel Street, 22nd Flr.
Ramat-Gan, Isreal 52521

Nelson Jewellery Arts          trade             $1,924,770
e31 S. Olive Street, #900
Los Angeles, CA 90014

SAP America Inc.               trade             $1,599,547

MS.H. Dipak & Co.              trade             $1,521,797
2408 Panchratina
Mumbai, India 400004

Jewelex New York Ltd.          trade             $777,464
529 Fifth Avenue, 18th flr.
New York, New York 10017

Novell Enterprises             trade             $716,950
2100 Felver Ct.
Rahway, NJ 07065

Luminar Creations              trade             $990,022
420 N. Moss Street
Burbank, CA 91502

Thousand Million Jewellery     trade             $979,750
MFR. Ltd.
Unit 7A 2/F Tower Harbour
Center
Hunghom Kowloon, HK

Man Sang Jewellery Co. Ltd.    trade             $797,192
39 Chatham Road South
Tsimshatsui, Hong Kong

BSH Corp.                      trade             $771,868
510 w. 6th Street, Ste. 1001
Los Angeles, CA 90014

Short Pump Station LCC         trade             $625,736
c/o Collins Goodman
Development Company
1447 Peachtree St., Ste. 525
Atlanta, GA 30308

Gem East Corp.                 trade             $611,535
Seattle, WA 98111-3569

Lieberfarb Inc.                trade             $536,039
48 South day Street
Orange, New Jersey 07050

2N Designs LLC                 trade             $542,170
20 East 46th St., Ste. 1002
New York, NY 10017

Imagine Designs Gem Corp.      trade             $488,758

ICY Jewellery Design           trade             $479,602

Beta Diamond Ltd.              trade             $475,617

Christopher Designs Inc.       trade             $463,252

The petition was signed by treasurer Scott Danitz.


SOUTHEAST BANKING: Submits Plan and Disclosure Statement
--------------------------------------------------------
Jeffrey H. Beck, as Chapter 11 Trustee for the estate of Southeast
Banking Corp. submitted to the U.S. Bankruptcy Court for Southern
District of Florida a Disclosure Statement in connection with the
solicitation of votes on the Trustee's First Amended Plan of
Reorganization, dated Dec. 9, 2009.

The Court has set a hearing to consider the approval of the
Disclosure Statement for Feb. 9, 2009, at 9:30 a.m.  The last day
for filing objections to the Disclosure Statement with the Court
is Feb. 2, 2009.

The Trustee believes that the Plan provides the best means
reasonably available for the Debtor's emergence from Chapter 11.

The Trustee further states that if the case were reconverted to
Chapter 7, Holders of Claims would not receive payment in full of
their post-petition interest claims, and Holders of Interests
would receive no distribution at all.  Accordingly, the Trustee
believes that the "best interests" test of Section 1129 of the
Bankruptcy Code is satisfied.

                           Plan Summary

The Plan proposes to rehabilitate SEBC and certain of its non-
debtor subsidiaries by recapitalizing SEBC through an investment
of $1.639 billion by Modena 2004-1 LLC, an indirect wholly owned
subsidiary of Merrill Lynch & Co., Inc. (Investor), and
reorganizing SEBC into SEBC Financial Corporation (Reorganized
SEBC), with a new holding company, SEBC Holdings, LP (SEBC
Holdings).  SEBC Holdings will own 60% of the common stock of
Reorganized SEBC and a new subsidiary, SEBC Real Estate, LLC (Real
Estate LLC), that will acquire and hold SEBC's real estate-owning
subsidiaries.  The equity investment would be utilized by
Reorganized SEBC to purchase equity securities from a newly formed
special purpose vehicle to be established on or after the Closing
Date. (Investment Vehicle).

Investment Vehicle, in turn, would use the proceeds from the
issuance of senior equity securities to Reorganized SEBC and
equity to acquire and manage a portfolio consisting of not less
than $1.650 billion face value in fixed-income instruments to be
determined prior to Closing and to be acquired by the Investment
Vehicle from an Affiliate of Investor.  Depending upon the success
of the business, Reorganized SEBC could later undertake a broader
array of financial businesses and/or distribute the allocable
portion of the earnings from Investor's equity investment to
SEBC's creditors and equity holders, including SEBC Holdings.
SEBC Holdings is expected to seek the continued development and
ultimate sale of the real estate assets in due course.  Cash flows
from these sales, together with dividends, if any, on the
Reorganized SEBC Common Stock owned by SEBC Holdings, would be
used to pay distributions on common and preferred limited
partnership units to be issued by SEBC Holdings pursuant to the
Plan.

                 Treatment of Claims and Interests

The Plan designates three classes of claims and three classes of
interests.

All creditors holding allowed pre-petition claims have already
been paid 100% of the petition date amounts of their claims, as
well as a substantial amount of post-petition interest through a
series of interim distributions during the Chapter 7 Case.

Due to their differing levels of priority, creditors have been
classified in Classes 1, 2A, 2B, 2C, 2D, 2E, and 3. The remaining
Classes 4, 5, and 6 consist of SEBC Series A Preferred Stock, SEBC
Series E Preferred Stock, and SEBC Common Stock Interests,
respectively.

Each Class of Claims (Classes 1, 2A, 2B, 2C, 2D, 2E, and 3) is
unimpaired under former Section 1124(3) of the Bankruptcy Code and
therefore not entitled to vote on the Plan.  Class 4 and 5
Interests are impaired and therefore entitled to vote on the Plan.
Class 6 Interests, although impaired, will be deemed pursuant to
the Solicitation Order to have rejected the Plan and therefore are
not entitled to vote on the Plan.

       Class                          Treatment
       -----                          ---------
Administrative Claims      Holders of allowed Administrative
(not classified and        Claims will receive (i) cash equal to
are treated as required    the unpaid portion of the Allowed
under the Bankruptcy       Allowed Administrative Claim or (ii)
Code)                      such different treatment as to which
                           the Trustee or Reorganized SEBC and
                           such Holder shall have agreed in
                           writing.  The Professional Fee
                           Contribution shall also be used as a
                           source for, or in reimbursement of,
                           Allowed Professional Fee Claims.

Class 1, Senior            Holders of Senior Notes will receive
Noteholder Claims          their Pro Rata share (with Classes 2
(Allowed Claims:           and 3) of: (i) Distributed Cash; (ii)
$3,998,578 in unpaid       Mixed Securities Distribution (as set
postpetion interest        forth in Sec. 5.7 of the Plan); and
remaining due)             (iii) $18.7 million SEBC Holdings
                           Junior Preferred Units.

Class 2, Subordinated      Holders of Subordinated Notes will
Noteholder Claims          receive their Pro Rata Share (with
(Allowed Claims:           Classes 1 and 3) of: (i) Distributed
$113,336,542 in unpaid     Cash (ii) Mixed Securities Distribution
postpetition interest      Distribution; and (iii) $18.7 million
SEBC Holdings              SEBC Holdings Junior Preferred Units.
remaining due)

Class 3, General           Holders of Allowed Class 3 Claims will
Unsecured Creditor         receive their Pro Rata Share (with
Claims (Allowed Claims:    Classes 1 and 2) of: (i) Distributed
$5,027,150 in unpaid       Cash; (ii) Mixed Securities
interest remaining due)    Distribution; and (iii) $18.7 million
                           SEBC Holdings Junior Preferred Units.

Class 4, Series A          All shares of Series A Preferred Stock
Preferred Stock            will be converted into an aggregate
Interests (Allowed         of 300,000 units ($300,000 aggregate
Interests: 600,000         face amount) of SEBC Junior Preferred
shares)                    Units.

Class 5, Series E          All shares of Series E Preferred Stock
Preferred Stock            will be converted into an aggregate
Interests (Allowed         of 240,000 units ($240,000 aggregate
Interests: 240,000         face amount) of SEBC Holdings Junior
shares)                    Preferred Units.

Class 6, SECB Common       Each of the shares of Old SEBC Common
Stock Interests            Stock Interests will be converted
(Estimated Allowed         into one (1) unit of SEBC Holdings
Interests: 34,710,601      Common units.  Following the Common
shares)                    Stock Conversion, holders of Allowed
                           Class 6 Interests shall hold, in the
                           aggregate, 100% of the SEBC Holdings
                           Common Units.

Holders of claims in Classes 1, 2, and 3 are Unimpaired and thus
are deemed to accept the Plan.

Classes 4 and 5 are impaired under the Plan, and thus, the holders
of those interests are entitled to vote on the Plan.

Holders of Class 6 Claims are Impaired by the Plan, and pursuant
to the Solicitation Order, are deemed to have rejected the Plan,
and therefore are not entitled to vote on the Plan.

                    Debtor's Capital Structure

Before the Petition Date, the Debtor was a party to the Senior
Indenture, the 1972 Indenture, the 1984 Indenture, the 1985
Indenture, the 1987 Indenture, and the 1989 Indenture, in the
total original principal amount of $349,456,945.  In addition to
the amounts due under the Notes, the Debtor was also indebted to
other Holders of General Unsecured Claims in the total principal
amount of $10,062,375 as of the Petition Date.  There were no
secured claims as of the Petition Date.

All Allowed Claims have already been paid in full 100% of their
Petition Date amounts, plus several payments of Postpetition
Interest.  Taking into account all prior payments of Postpetition
Interest as reallocated under the Global Settlement Order, and
applying the 8% Legal Interest rate set forth in the Global
Settlement Order, as of the Conversion Date, the total amount of
indebtedness due on account of Postpetition Interest under the
Senior Indenture is $3,998,578; the total amount of indebtedness
due on account of Postpetition Interest under the Subordinated
Indentures is $113,336,542, and the total amount of indebtedness
due on account of Postpetition Interest to Holders of General
Unsecured claims is $5,027,150.

                             Cramdown

The Trustee intends to seek confirmation of the Plan pursuant to
the "cramdown" provisions of the Bankruptcy Code.  Specifically,
Section 1129(b) of the Bankruptcy Code provides that a plan can be
confirmed even if the plan is not accepted by all impaired
classes, as long as at least one impaired class of claims has
accepted it.

A full-text copy of Southeast Banking Corp.'s Disclosure Statement
explaining the Debtor's First Amended Plan of Reorganization,
dated Dec. 9, 2008, is available for free at:

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

A full-text copy of Southeast Banking Corp.'s First Amended Plan
of Reorganization, dated Dec. 9, 2008, is available for free at:

   http://bankrupt.com/misc/SoutheastBanking1stAmendedPlan.pdf

                     About Southeast Banking

Southeast Banking Corp. was the holding company of Southeast Bank,
N.A. and its sister institution, Southeast Bank of West Florida,
and the direct or indirect parent of a number of subsidiary
corporations and affiliates, active and inactive, which at various
times conducted substantial business throughout the State of
Florida and beyond.  The businesses of SEBC and its affiliates
consisted of banking, real estate investment and development,
insurance, mortgage banking, venture capital, and asset
investment.

At the time of their failure the Banks had total assets of
$10.5 billion and total deposits of $7.6 billion.  Most of the
assets were with SEBNA, which had 218 of the combined 224 branches
and all but $100 million of the assets.  Together, the two banks
had approximately 6,200 employees, operating exclusively in
Florida.

On Sept. 20, 1991, Southeast Bank filed a voluntary petition under
Chapter 7 of the Bankruptcy Code (Bankr. S.D. Fla. Case
No. 91-14561).  Southeast Bank, N.A., was seized by federal
regulators while Southeast Bank of West Florida was seized by
state regulators on Sept. 19, 1991.  On Sept. 20, 1991, SEBC's
board of directors voted to authorize the filing of a voluntary
Chapter 7 petition, and then promptly resigned along with all of
SEBC's officers.

Jeffrey H. Beck was the fourth trustee appointed in the Debtor's
liquidation proceeding.

This Bankruptcy Case was converted to Chapter 11 on Sept. 17,
2007, almost sixteen years after its initial filing.


SOUTHEAST BANKING: Disclosure Statement Hearing on February 9
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
will convene a hearing February 9, 2009, at 9:30 a.m. to consider
approval of the disclosure statement explaining the chapter 11
plan for Southeast Banking Corporation.

The hearing will be held at the United States Bankruptcy Court,
Flagler Waterview Building, 1515 North Flagler Drive, Room 801
Courtroom A, in West Palm Beach, Florida.  Objections, if any, to
the approval of the disclosure statement are due February 2, 2009.

The Plan was proposed by Jeffery H. Beck, as Chapter 11 Trustee
for the Estate of Southeast Banking Corporation.  A first amended
version of the Plan documents was filed December 10, 2008.

The Plan proposes to recapitalize SEBC through an investment of
$1.639 billion by Modena 2004-1 LLC, the equity investor for the
Plan, subject to certain adjustments, and to reorganize SEBC into
SEBC Financial Corporation, with:

   1. a new holding company, SEBC Holdings, LP established to
      own 60% of the common stock of Reorganized SEBC, and

   2. a new real estate subsidiary, SEBC Real Estate, LLC, to
      hold SEBC's real estate-owning subsidiaries.

Common and preferred stock of Reorganized SEBC will be issued to
the Investor; creditors of SEBC will receive a combination of
cash, Reorganized SEBC Series K Junior Preferred Stock, and SEBC
Holdings senior and junior preferred limited partnership units;
preferred stockholders of SEBC will receive SEBC Holdings junior
preferred limited partnership units; and common stockholders of
SEBC will receive SEBC Holdings common limited partnership units.

Pursuant to the plan, Bankruptcy Data said, the investment
vehicle, in turn, would use the proceeds from the issuance of
senior equity securities to Reorganized SEBC and equity to acquire
and manage a portfolio consisting of not less than
$1.650 billion face value in fixed-income instruments to be
determined prior to closing and to be acquired by the investment
vehicle from an affiliate of the investor.  Depending upon the
success of the business, Reorganized SEBC could later undertake a
broader array of financial businesses or distribute the allocable
portion of the earnings from the investor's equity investment to
SEBC's creditors and equity holders, including SEBC Holdings.
SEBC Holdings is expected to seek the continued development and
ultimate sale of the real estate assets in due course, Bankruptcy
Data said.

The Plan Proponent sought permission to pay a $1,500,000 break-up
fee for, and repay a $5,000 reimbursement fee to, Modena, as well
as approval of procedures governing the solicitation of ballots
for the Plan.  The Court will consider those requests at the
February 9 Disclosure Hearing.

The Disclosure Hearing may be continued to a future date by notice
given in open court at the Disclosure Hearing.

Southeast Banking's case arises out of the "early intervention"
and regulatory seizure by federal regulators of SEBC's principal
banking subsidiary, Southeast Bank, N.A., the related intervention
and seizure by state regulators of SEBNA's sister institution,
Southeast Bank of West Florida, on September 19, 1991, and the
appointment of the Federal Deposit Insurance Corporation as their
receiver.  The FDIC sold substantially all of the bank's assets to
First Union National Bank of Florida.  The next day SEBC's board
of directors voted to authorize the filing of a Chapter 7
petition, and then promptly resigned along with all of SEBC's
officers.

On September 23, 1991, Jules I. Bagdan was appointed Interim
Trustee, and served until his resignation was accepted by the
United States Trustee on April 10, 1992.  Upon acceptance of Mr.
Bagdan's resignation, the U.S. Trustee appointed James S. Feltman
as Interim Trustee.  Mr. Feltman served as Interim Trustee until
William A. Brandt, Jr. was elected as Trustee at the reconvened
meeting of creditors on April 14, 1992.  Mr. Brandt served as
Trustee until his resignation on April 1, 1998, at which time
Jeffrey H. Beck was appointed as the fourth Trustee in the case.
Mr. Beck also served as Successor Agent to the FDIC for the SEBNA
Receivership.

About 16 years since the Chapter 7 case was filed, the Bankruptcy
Court -- at the behest of Mr. Beck -- converted the case into
Chapter 11 proceedings on September 17, 2007, to allow the Trustee
to facilitate an equity infusion transaction.  Mr. Beck had said
the equity infusion deal would generate modest additional value,
so that bondholders and other creditors, aside from receiving the
benefits of disposition of the remaining assets, may receive
additional consideration with respect to their remaining claims
for postpetition interest.  The United States Trustee appointed
Mr. Beck as Chapter 11 Trustee.

The Chapter 11 Trustee is represented in the case by Mark D.
Bloom, Esq., and Scott M. Grossman, Esq., at Greenberg Traurig,
P.A., 1221 Brickell Avenue, Miami, Florida, 33131, Telephone:
(305) 579-0500, Fax: (305) 579-0717


STAR TRIBUNE: Labor Talks Collapse; Bankruptcy Filing Imminent
--------------------------------------------------------------
Bankruptcy Law360 reports that Star Tribune may have to file for
bankruptcy, after its labor talks with unit of the Minnesota
Newspaper Guild collapsed.

The Guild Co-Chairperson Graydon Royce told David Brauer at
MinnPost.com that they ended negotiations with Star Tribune's
management on labor concessions.  "We tried to work this out and
this didn't happen.  All we can do is go by what they have said,
and that [bankruptcy] is what they said will happen.  So we'll
find out," Minneapolis/St. Paul Business Journal quoted Mr. Royce
as saying.

According to Minneapolis/St. Paul Business, Star Tribune Publisher
Chris Harte had set a Jan. 6 deadline for the union to agree to a
deal, and a Jan. 16 deadline for approval.  As reported by the
Troubled Company Reporter on Jan. 12, 2009, Star Tribune said that
unless unions agree to non-negotiable cuts, it would file for
bankruptcy after Jan. 16, 2009.

Citing a Star Tribune staffer, David Brauer at MinnPost.com
relates that Mr. Royce said the newspaper's bankruptcy filing is
expected "in about two weeks."

According to Bankruptcy Law360, a source said that the Guild
leaders aren't sure where the bankruptcy petition will be filed.
The newspaper does business in Minneapolis, is incorporated in
Delaware, but reportedly has New York bankruptcy lawyers,
Bankruptcy Law360 states.  The report says that the Guild, in
preparation for court, is seeking its own bankruptcy attorneys and
financial experts.

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.


SUNRISE REAL ESTATE: Sept. 30 Balance Sheet Upside Down by $4.2MM
-----------------------------------------------------------------
Sunrise Real Estate Group, Inc.'s September 30, 2008, balance
sheet showed total assets of $16,139,498, total liabilities of
$11,630,691, deposits received from underwriting sales total
$8,295,509, and minority interests total $439,907, resulting in
total shareholders' deficit of $4,226,609.

In a regulatory filing dated November 19, 2008, Chief Executive
Officer Chi-Jung Lin and Chief Financial Officer Wen-Yan Wang
disclosed that the company has incurred losses of $2,612,920 for
the first three quarters of 2008 and had a net working capital
deficiency of $1,930,788 as of September 30, 2008.  "The company's
net working capital deficiency, recurring losses and negative cash
flows from operations raise substantial doubt about its ability to
continue as a going concern."

"However, management believes that the company is able to generate
sufficient cash flow to meet its obligations on a timely basis and
ultimately to attain successful operations in respect of the
agency sales and building management operations."

"In the first three quarters of 2008, our principal sources of
cash were revenues from our agency sales business.  We expect
these sources of revenues will continue to meet our cash
requirements, including debt service, operating expenses and
promissory deposits for various property projects.  Most of our
cash resources were used to fund our revenue related expenses,
such as salaries and commissions paid to the sales force, daily
administrative expenses, the maintenance of regional offices and
promissory deposits, and the repayments of our bank loans and
promissory notes.  We ended the period with a cash position of
$841,236.  The company's operating activities used cash in the
amount of $3,481,149 in the first three quarters of 2008, which
was primarily attributable to the company's net loss and payment
of promissory deposits.  The company's investing activities
generated cash in the amount of $1,810,085 in the first three
quarters of 2008, which was primarily attributable to the
decreased in restricted cash balance.  The company's financing
activities generated cash in the amount of $10,648 in the first
three quarters of 2008, which was primarily attributable to the
obtain of promissory notes.  The potential cash needs for 2008
will be the repayments of our bank loans and promissory notes, the
rental guarantee payments and promissory deposits for various
property projects."

"We anticipate that our current available funds, cash inflows from
our agency sales and property management, and proceeds from our
investment properties will be sufficient to meet our anticipated
needs for working capital expenditures, business expansion and the
potential cash needs during 2008.  If our business grows more
rapidly than we currently predicted, we plan to raise funds
through the issuance of additional shares of our equity securities
in one or more public or private offerings.  We will also consider
raising funds through credit facilities obtained with lending
institutions.  There can be no guarantee that we will be able to
obtain such funds through the issuance of debt or equity that are
with terms satisfactory to management and our board of directors."

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?37c7

                 About Sunrise Real Estate Group

Sunrise Real Estate Group, Inc.'s principal activities are
property brokerage services, real estate marketing services,
property leasing services and property management services in the
People's Republic of China.


SUSAN LUNAN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Susan H. Lunan
        3520 Orebank Road
        Kingsport, TN 37664

Bankruptcy Case No.: 08-52584

Chapter 11 Petition Date: December 24, 2008

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Greeneville)

Judge: Marcia Phillips Parsons

Debtor's Counsel: Terry Risner, Esq.
                  534 West Main Street
                  Mt. Carmel, TN 37645
                  Tel: (423) 357-4867
                  Email: trisnerlaw@yahoo.com

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

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

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

            http://bankrupt.com/misc/tneb08-52584.pdf

The petition was signed by Susan H. Lunan.


TARRAGON CORP: Files for Chapter 11 Protection in New Jersey
------------------------------------------------------------
Tarragon Corporation, a residential real estate developer and a
multifamily investor, said that it and certain of its subsidiaries
have filed voluntary Petitions for Relief under Chapter 11 of the
United States Bankruptcy Code in the District of New Jersey.  The
goal of the filing is to implement a comprehensive reorganization,
as part of which Tarragon will seek to obtain additional outside
financing and participation of a new investor or investor group.
This step follows a period of financial losses brought about by
falling prices and slower sales in Tarragon's Homebuilding
Division, restrictions on the availability of financing and
declining real estate values.  With adequate current liquidity and
a commitment for debtor-in-possession financing from an affiliate
of ARKO Holdings, Inc. (an Israeli public company), the Chapter 11
filing is expected to have no impact on the day-to-day operations
of the Company's award winning property management subsidiary,
Tarragon Management, Inc., or on the operation of the rental
apartment properties in Tarragon's Investment Division.

"In the face of the challenging real estate sector and tight
credit markets, Tarragon has made the strategic decision to
restructure with the goal of putting the company's business on a
solid financial footing going forward," said William S. Friedman,
Chief Executive Officer of Tarragon.

"Based on the discussions we have had with our unsecured note
holders and the financial support of ARKO, we expect that we will
be able to structure a consensual plan with our creditors
structured to enable Tarragon to preserve the value of its
property management and development platforms and maximize any
return to creditors," added Mr. Friedman.

It is not expected that there will be any distribution to Tarragon
equity holders in conjunction with the bankruptcy cases.

As previously disclosed, the Tarragon board of directors is being
advised by Lazard in connection with the board's evaluation of
alternatives that may be available to Tarragon to maximize
stakeholder value.  The Tarragon board will continue to pursue all
available alternatives, which may include all available forms and
sources of financing, property sales or other strategic
transactions, in connection with the implementation of an overall
financial restructuring plan inside the Chapter 11 proceeding.

                About Tarragon Corporation

Tarragon Corporation is a leading developer of multifamily housing
for rent and for sale.  Tarragon's operations are concentrated in
the Northeast, Florida, Texas, and Tennessee.


TARRAGON CORP: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Tarragon Corporation
        423 West 55th Street, 12th Floor
        New York, NY 10019

Bankruptcy Case No.: 09-10555

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
800 Madison Street Urban Renewal, LLC              09-10546
Block 88 Development, LLC                          09-10547
Tarragon Edgewater Associates, LLC                 09-10548
The Park Development East LLC                      09-10549
The Park Development West LLC                      09-10550
900 Monroe Development LLC                         09-10552
Tarragon Development Corporation                   09-10553
Bermuda Island Tarragon LLC                        09-10556
Central Square Tarragon LLC                        09-10557
Abrachem Group, LLC                                09-10558
Charleston Tarragon Manager, LLC                   09-10559
Fenwick Plantation Tarragon, LLC                   09-10562
Omni Equities Corporation                          09-10564
One Las Olas, Ltd.                                 09-10570
Orion Towers Tarragon, LLP                         09-10572
Orlando Central Park Tarragon, L.L.C.              09-10574
Tarragon Development Company LLC                   09-10575
Tarragon Management, Inc.                          09-10576
Tarragon South Development Corp.                   09-10578
Vista Lakes Tarragon L.L.C.                        09-10579

Related Information: The Debtors (NasdaqGS:TARR) engage in the
                     development, ownership, and management of
                     real estate properties in the United States.
                     It operates in two divisions, a Real Estate
                     Development Division (Development Division)
                     and an Investment Division.  The Development
                     Division focuses on developing, renovating,
                     building, and marketing homes in high-
                     density, urban locations and in master-
                     planned communities.  The Investment
                     Division owns and operates a portfolio of
                     stabilized rental apartment communities
                     located in Alabama, Connecticut, Florida,
                     New Jersey, Texas, Rhode Island, Tennessee,
                     Maryland, Oklahoma, Michigan, and Georgia.
                     The company was founded in 1973.

                     According to the Troubled Company Reporter
                     on Nov. 5, 2008, the company has entered
                     into a restructuring support and forbearance
                     agreement with the holders of its
                     $125 million of corporate-level unsecured
                     subordinated notes.

                     The holders of the subordinated notes have
                     agreed to support a financial restructuring
                     of Tarragon and to refrain from exercising
                     any of their rights and remedies under the
                     terms of the subordinated notes through
                     June 30, 2009, subject to the terms and
                     conditions of the agreement.

                     As part of the financial restructuring, the
                     subordinated notes and approximately
                     $38 million of indebtedness held by an
                     affiliate of William S. Friedman, Tarragon's
                     Chairman and Chief Executive Officer, and
                     Robert P. Rothenberg, Tarragon's President,
                     would be restructured and become obligations
                     of a reorganized Tarragon or an affiliated
                     issuer.

                     The agreement also contemplates that
                     Tarragon would enter into one or more
                     definitive agreements with a sponsor of an
                     overall financial restructuring plan.

                     Under the overall plan, which may be
                     implemented through a voluntary petition for
                     Chapter 11 bankruptcy protection, the
                     sponsor of the plan and certain Tarragon
                     debtholders would receive shares of
                     reorganized Tarragon's equity representing a
                     controlling interest in the reorganized
                     company in exchange for the assumption
                     of indebtedness.

                     See: http://www.tarragoncorp.com/

Chapter 11 Petition Date: January 12, 2009

Court: District of New Jersey

Judge: Donald H. Steckroth

Debtor's Counsel: Michael D. Sirota, Esq.
                  Warren A. Usatine, Esq.
                  Felice R. Yudkin, Esq.
                  Cole Schotz Meisel Forman & Leonard, P.A.
                  Court Plaza North
                  25 Main Street, P.O. Box 800
                  Hackensack, NJ 07602-0800
                  Tel: (201) 489-3000
                  Fax: (201) 489-1536
                  http://www.coleschotz.com

Claims Agent: Kurztman Carson Consultants LLC

The Debtors' financial condition as of September 30, 2008

Total Assets: $840,688,000

Total Debts: $1,035,582

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Taberna Capital Management LLC                   $125,972,840
c/o Cohen Bros. & Company
450 Park, 23rd Floor
New York, NY 10022

AJD Construction Company, LLC                    $2,897,978
948 Highway 36
Leonardo, NJ 07737

Omni Boys North Ltd. (Zipes Note)                $1,026,846
c/o Richard Zipes
112 Nurmi Drive
Fort Lauderdale, FL 33301

Sovor Associates(290 Veterans)                   $600,000
c/o Peter B. Eddy, Esq., at Williams,
Caliri, Miller & Otley, P.C.
1428 Route 23
Wayne, NJ 07470-0995

Bank of America                                  $261,235

United Healthcare Insurance Co.                  $158,073

Steelways Inc.                                   $118,125

iStar FM Loans, LLC                              $104,964

Posner Advertising                               $89,672

Mahoney Cohen & Company CPA PC                   $83,229

Winter Management Corp.                          $64,147

Tricony CFC, LLC                                 $48,051

The Crossings at Fleming Island                  $39,497
CDD

EC Enterprises Consultants, LLC                  $34,822

Devon Design, LLC                                $33,672

ESCC                                             $32,030

NANC Construction Services                       $30,138

Regions Bank                                     $24,642

K Langford Lawn Care Inc.                        $22,500

Las Olas River House Condo Ass.                  $20,528

Direct Cabinet Sales                             $20,092

Assurant Employee Benefits                       $18,409

Bank Atlantic                                    $17,426

Progress Energy Florida, Inc.                    $15,246

ComCast                                          $11,735

Christina Stilles Interiors                      $10,233

Kirst Kosmoski, Inc.                             $10,216

Lapatka Associates, Inc.                         $9,802

Mechanical Services of Central FL                $9,112

Refinish Plus Corporation                        $8,950

The petition was signed by Kathryn Mansfield, executive
vice-president and secretary.


TIDAL CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Tidal Construction Company, Inc.
        P.O. Box 1329
        Richmond Hill, GA 31324

Bankruptcy Case No.: 08-42573

Chapter 11 Petition Date: December 30, 2008

Court: United States Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's Counsel: James L. Drake, Jr., Esq.
                  P. O. Box 9945
                  Savannah, GA 31412
                  Tel: (912) 790-1533
                  Email: jdrake7@bellsouth.net

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

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

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

            http://bankrupt.com/misc/gasb08-42573.pdf

The petition was signed by J. Anthony Register, President of the
company.


TOM JONES INC: Files for Chapter 11 in Manhattan
------------------------------------------------
Searle Blatt & Co. and Tom Jones Inc. submitted petitions for
Chapter 11 before the U.S. Bankruptcy Court for the Southern
District of New York on Jan. 7, 2009.

According to Bloomberg's Bill Rochelle, the two companies blamed
their bankruptcy filing to sales that "dropped dramatically" last
year and didn't improve before Christmas.

The bankruptcy petition, Mr. Rochelle says, listed assets and debt
both less than $10 million.  Claims include $1.2 million owed to
two secured creditors.

Searle Blatt & Co. and Tom Jones Inc., operate seven high-end
women's apparel and accessory stores in Manhattan.  The company
also manufactures women's wear sold at upscale retailers.  The
company was originally known for its shearling coats.  Searle and
Tom Jones Inc. filed for Chapter 11 on Jan. 7, 2009 (Bankr. S. D.
N.Y., Case No. 09-10106).


TOXIN ALERT: Expects to File June 2008 Annual Report by Jan. 15
---------------------------------------------------------------
Toxin Alert Inc. was unable to file its audited financial
statements and other material for the fiscal year ended June 30,
2008 by the statutory deadline of October 29, 2008 and a
Management Cease Trade Order was issued by the relevant securities
authorities on October 29, 2008.  The Default Status Report is
issued pursuant to National Policy 12-203 Cease Trade Orders for
Continuous Disclosure Defaults.

Toxin Alert Inc. together with its auditors is currently working
on completing the audit of the financial statements for the year
ended June 30, 2008.

Barring any scheduling difficulties, Toxin Alert expects that it
will be able to file these statements before the deadline of
January 15, 2009 required by the OSC.  The Company has experienced
cash flow difficulties due to the non-payment of the Company's
invoice to a university in Mississippi for a contract that was
fulfilled in March, 2008.

The Company intends to continue to satisfy the provisions of the
Alternative Information Guidelines by issuing bi-weekly Default
Status Reports in the form of news releases, so long as it remains
in default.

The Company is not in any insolvency proceedings at the present
time and there is no other material information relating to the
affairs of the Company that has not been generally disclosed.

There are no other changes otherwise required to be disclosed
pursuant to Section 4.4 of NP 12-203.

                        About Toxin Alert

Headquartered in Toronto, Canada, Toxin Alert Inc. (TSX
VENTURE:TOX) -- http://www.toxinalert.com-- develops diagnostic
test for contaminated food.


TRIAD RESOURCES: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Triad Resources, Inc.
        PO Box 430
        Reno, OH 45773

Bankruptcy Case No.: 08-62733

Chapter 11 Petition Date: December 31, 2008

Court: United States Bankruptcy Court
       Southern District of Ohio (Columbus)

Judge: C. Kathryn Preston

Debtor's Counsel: Christopher B. Wick, Esq.
                  200 Public Square, Suite 2800
                  Cleveland, OH 44114
                  Tel: (216) 621-0150
                  Email: cwick@hahnlaw.com

                  Daniel A. DeMarco
                  200 Public Square, Suite 2800
                  Cleveland, OH 44114-2301
                  Tel: (216) 621-0150
                  Email: dademarco@hahnlaw.com

                  Rocco I. Debitetto
                  200 Public Square, Suite 2800
                  Cleveland, OH 44114-2301
                  Tel: (216) 621-0150
                  Email: ridebitetto@hahnlaw.com

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

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

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

            http://bankrupt.com/misc/ohsb08-62733.pdf

The petition was signed by James R. Bryden, President of the
company.


TRONOX INC: Files for Chapter 11 to Address Legacy Liabilities
--------------------------------------------------------------
Tronox Incorporated and certain of the company's subsidiaries
filed voluntary petitions for reorganization under Chapter 11 of
the U.S. Bankruptcy Code.  The filing does not include Tronox's
operations outside of the U.S., which are based in Australia,
Germany and the Netherlands.

"After careful evaluation of all strategic alternatives, we have
concluded that a Chapter 11 filing is the best way to address the
company's debt, in particular its legacy liabilities," said Dennis
Wanlass, Tronox chairman and chief executive officer.  "We want to
assure customers, suppliers and employees that our operations are
continuing without interruption, and during the restructuring
period, we will remain focused on continuing to provide customers
with quality products and unsurpassed service."

The company has taken steps to ensure the continued supply of
goods and services to its customers, with a commitment for up to
$125 million in new debtor-in-possession financing from its
existing lending group led by Credit Suisse.

The DIP financing provides Tronox with ample liquidity to continue
operations as usual during the restructuring process.  The company
will use the financing to pay vendors for all goods and services
provided after the filing date.  Additionally, Tronox has
requested court approval to continue to pay employees in the same
manner as before the filing with no disruption, and expects the
request to be granted as part of the court's "first day" orders.

"I want to thank our customers, suppliers and business partners
for their continued commitment. I want to give special thanks to
our employees around the world for their ongoing loyalty and
support for our company," Mr. Wanlass said.

                        Legacy Liabilities

The decision to file was made to address legacy liabilities.
Tronox incurred these liabilities when it was spun off in 2006 by
Kerr-McGee Corporation, which has since been acquired by Anadarko
Petroleum Corporation.  The liabilities include environmental
remediation and litigation costs that Tronox was required to
assume at the time of the spinoff.  As part of the spinoff, Kerr-
McGee required Tronox to assume debt of $550 million in.  In 2006,
the interest expense associated with this debt was roughly $49
million.  The net proceeds of the debt went to New Kerr-McGee --
not Tronox.

Gary Barton, Senior Director at Alvarez & Marsal North America
LLC, Tronox's restructuring consultants, said in court papers that
the Legacy Liabilities are almost entirely unrelated to the
operation of Tronox's core titanium dioxide businesses.  The most
significant of the Legacy Liabilities relate to: (a)
environmental remediation and cleanup at allegedly contaminated
sites of the old Kerr-McGee businesses; (b) defense of tort suits
brought by third parties arising from alleged hazardous releases
and contamination related to the Legacy Businesses; and (c)
welfare, benefit and pension obligations for former Old Kerr-McGee
employees who once worked for the Legacy Businesses.

The original Kerr-McGee was founded in 1929 as an oil and gas
exploration company.  Old Kerr-McGee also entered the oil refining
business and expanded into various other energy-related
businesses.  Old Kerr-McGee also entered the uranium industry and
expanded into service station operations and potash mining.  Old
Kerr-McGee also became involved in various other aspects of the
nuclear industry, including exploration, mining, milling, and
conversion of uranium oxide into uranium hexafluoride, pelletizing
of these materials, and fabrication of fuel elements.

According to Mr. Barton, since the spinoff, Tronox has spent more
than $118 million to satisfy the residual Legacy Liability
obligations.  A nominal amount of that figure relates to titanium
dioxide operations.  Tronox also has spent a total of roughly $148
million on environmental remediation costs. Over time, Tronox has
been reimbursed for roughly $75 million of this amount from
various third parties.  Kerr-McGee, however, has only contributed
roughly $4 million.

As a result of the Legacy Liabilities, Tronox is required to
maintain a large environmental remediation group that is
responsible for remediation and other activities on roughly
approximately 100 sites related to the Legacy Businesses.

"Absent the Legacy Liabilities, the resources and personnel
focused on ensuring that the Legacy Liabilities are properly
managed could be used to develop other aspects of Tronox's
businesses.  Additionally, the Legacy Liabilities have effectively
eliminated any potential strategic transaction that could have
alleviated Tronox's current financial and operational problems
without the need to file for chapter 11," Mr. Barton says.

According to Mr. Barton, Tronox has concluded that it is in the
best interests of its businesses, creditors, and stakeholders to
commence the chapter 11 cases to, among other things, reduce the
company's Legacy Liability obligations by reallocating them to
their rightful obligors.

                     Anadarko May Be Exposed

Anadarko acquired Kerr-McGee for $16.4 billion in cash and the
assumption of $1.6 billion in debt on August 10, 2006 -- less than
five months after the Tronox Spinoff was completed and the Legacy
Liabilities severed.  According to Mr. Barton, Anadarko has
admitted that it could be financially responsible for the Legacy
Liabilities should Tronox fail.  In both its 2006 and 2007 Annual
Reports, Anadarko stated: "Kerr-McGee could be subject to joint
and several liability for certain costs of cleaning up hazardous
substance contamination attributable to the facilities and
operations conveyed to Tronox if Tronox becomes insolvent or
otherwise unable to pay for certain remediation costs.  As a
result of the merger, we will be responsible to provide
reimbursements to Tronox pursuant to the MSA, and we may be
subject to potential joint and several liability, as the successor
to Kerr-McGee, if Tronox is unable to perform certain remediation
obligations."

                    Tronox's Debt Obligations

As of the bankruptcy filing date, Tronox's outstanding prepetition
indebtedness included:

                                   Outstanding Amount
   Financing                       as of Petition Date
   ---------                       -------------------
   Secured Debt Facility
   consisting of:

      $250 million five-year           $109,800,000
      multicurrency revolver
      due November 28, 2010

      $200 million six-year            $103,000,000
      term loan due
      November 28, 2011

      Letters of credit                 $80,000,000

   9.5% Unsecured Notes                $350,000,000

Tronox entered into the Secured Debt Facility at the time of the
Spinoff.  It is memorialized by a credit agreement dated as of
November 28, 2005 by and among Tronox Inc., Tronox Worldwide as
borrower, Lehman Brothers Inc. and Credit Suisse as joint lead
arrangers and joint bookrunners, ABN Amro Bank N.V., as
syndication agent, JPMorgan Chase Bank, N.A. and Citicorp USA,
Inc., as co-documentation agents, and Lehman Commercial Paper
Inc., as administrative agent.

The Unsecured Notes are governed by an Indenture, dated as of
November 21, 2005, by and among Tronox Worldwide and Tronox
Finance Corp. as issuers, Tronox Inc. and certain domestic
subsidiaries thereof as guarantors, and Citibank, N.A. as trustee.
The stated maturity date of the Unsecured Notes is December 1,
2012.

In addition, certain of the Tronox entities are parties to a $75
million accounts receivables securitization program.  The term of
the Receivables Securitization expired on January 9, 2009.  With
the expiration of the waiver, The Royal Bank of Scotland plc, as
conduit purchaser, is no longer purchasing receivables.  The
outstanding balance of the receivables purchased by Tronox Funding
LLC and funded by RBS is roughly $40.7 million.

Mr. Barton also said that during the second half of 2008, Tronox
and its advisors engaged in discussions with certain parties
regarding potential strategic transactions.  The discussions led
to the execution of a letter of intent with one strategic
participant in December 2008 regarding the potential sale by
Tronox of certain assets.  While negotiations regarding such a
sale have continued, the letter of intent terminated by its own
terms upon the commencement of the Chapter 11 cases prior to the
execution of any sales agreement.

A full-text copy of Mr. Barton's affidavit is available at no
charge at:

              http://ResearchArchives.com/t/s?37d4

The company has established a Restructuring Hotline at 1-866-775-
5009 (toll-free within the U.S. and Canada) or 1-405-775-5000
(outside U.S. and Canada), and a restructuring e-mail address
restructuring@tronox.com

                           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.

The company is the world's third largest maker of titanium dioxide
behind DuPont Co. and Saudi-owned National Titanium Dioxide Co.,
known a Cristal, according to Bloomberg.

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.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.


TRONOX INC: To Get $125MM DIP Loan, Won't Disclose Fees to Lender
-----------------------------------------------------------------
Tronox Inc., and its affiliated debtors seek permission from the
U.S. Bankruptcy Court for the Southern District of New York to
access debtor-in-possession financing of up to $125,000,000.

Pursuant to a credit agreement, Credit Suisse Securities (USA)
LLC, as sole lead arranger and sole bookrunner, Credit Suisse as
administrative agent, JPMorgan Chase Bank, N.A. as collateral
agent, and the banks, financial institutions and other lenders
parties thereto, have agree to provide a $125 million
superpriority priming senior secured credit facility to Tronox.

As consideration for the DIP Agent's agreements under the DIP
Credit Agreement, the Debtors have agreed to pay the fees set
forth in a Fee Letter signed by the parties.

According to Jonathan S. Henes, Esq., at Kirkland & Ellis LLP,
proposed counsel to Tronox, the Fee Letter contains sensitive,
confidential commercial information regarding, inter alia, the
structure and amount of the fees relating to the DIP Facility.
Because the disclosure of this information could harm Credit
Suisse, the Debtors have agreed to seek authority to file the Fee
Letter under seal and to provide for the
limited disclosure of the Fee Letter.

Tronox asks the Court to approve the filing of the Fee Letter
under seal.

                         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.

The company is the world's third largest maker of titanium dioxide
behind DuPont Co. and Saudi-owned National Titanium Dioxide Co.,
known a Cristal, according to Bloomberg.

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.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.


TRONOX INC: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Tronox Incorporated
        aka New-Co Chemical, Inc.
        One Leadership Square
        211 N. Robinson, Suite 300
        Oklahoma City, OK 73102

Bankruptcy Case No.: 09-10156

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Tronox Luxembourg S.ar.L.                          09-10155
Cimarron Corporation                               09-10157
Southwestern Oil & Refining Company                09-10158
Transworld Drilling Company                        09-10159
Triangle Refineries, Inc.                          09-10160
Triple S Environmental Management Corporation      09-10161
Triple S Minerals Resources Corporation            09-10162
Triple S Refining Corporation                      09-10163
Triple S, Inc.                                     09-10164
Tronox Finance Corp.                               09-10165
Tronox Holdings, Inc.                              09-10166
Tronox LLC                                         09-10167
Tronox Pigments (Savannah) Inc.                    09-10168
Tronox Worldwide LLC                               09-10169

Related Information: The Debtors (NYSE:TRX) produces and markets
                     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.

                     As of November 30, 2008, the Debtors said
                     that these individuals hold 5% or more of
                     the voting securities including: Ardsley
                     Partners; LaGrange Capital Management,
                     L.L.C.; Jonathan Gallen; Ahab Capital
                     Management Inc., L.L.C.; Paulson & Co.,
                     Inc.; Brandes Investment Partners, LP; and
                     RLR Capital Partners GP, L.L.C.

                     The Debtors have (i) number of outstanding
                     shares as of December 31, 2008: 19,107,367
                     class A; and 22,889,431 class B, and (ii)
                     approximate number of holders as of December
                     31, 2008: 824 class A; and 12,592 class B.

                     See: http://www.tronox.com/

Chapter 11 Petition Date: January 13, 2009

Court: Southern District of New York

Judge: Case reassigned from Hon. Stuart M. Bernstein to
       Hon. Allan L. Gropper

Debtor's Counsel: Richard M. Cieri, Esq.
                  Jonathan S. Henes, Esq.
                  Colin M. Adams, Esq.
                  Kirkland & Ellis LLP
                  Citigroup Center
                  153 East 53rd Street
                  New York, NY 10022-4611
                  Tel: (212) 446-4800
                  Fax: (212) 446-4900
                  http://www.kirkland.com

Conflicts Counsel: Togut, Segal & Segal LLP

Investment Banker: Rothschild Inc.

Claims Agent: Kurtzman Carson Consultants LLC

Restructuring Consultants: Alvarez & Marsal North America LLC

The Debtors' financial condition as of November 30, 2008

Total Assets: $1,557,000

Total Debts: $1,221,600

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Wilmington Trust Company       Corporate         $350,000,000
as indenture trustee           Debenture
Attn: James McGinley
Rodney Square North
1100 North Market Street
Wilmington, DE 19890
Tel: (302) 651-1000
Fax: (302) 651-8010

Richards Bay Iron & Titanium   Trade             $ 8,931,290
Pty Ltd
Attn: George Deyzel
Managing Director
P.O. Box 401
Richards Bay, South Africa
39000
Tel: 27 35 901 3111
Fax: 27 35 901 3200

Oxbow Calcining LLC            Trade             $1,773,480
Attn: Richard Callahan
Chief Executive Officer
1601 Forum Place
West Palm Beach, FL 33401-8101
Tel: (561) 697-4300
Fax: (561) 697-1876

Gulbrandsen Co Inc.            Trade             $902,725
Attn: Donald Gulbrandsen
President
2 Main Street
Clinton, NJ 08809
Tel: (908) 735-5458
Fax: (908) 735-0983

Olin Corp - Chlor Al           Trade             $838,609
Attn: Joseph D. Rupp
Chairman, President & Chief
Executive Officer
190 Carondelet Plaza, Ste. 1350
Clayton, MO 63105-3443
Tel: (314) 480-1400
Fax: (314) 862-7406

Powertrack Network             Trade             $686,549
Attn: Richard K. Davis
Chairman, President &
Chief Executive Officer
800 Nicolett Mall
Minneapolis, MN 55402-7014
Tel: (651) 466-3000
Fax: (612) 303-0782

Southern Ionics, Inc.          Trade             $376,143

Marmetal Industries, LLC       Trade             $347,477

Veolia Water North America     Trade             $345,092

Lanxess Corp.                  Trade             $344,491

Watson Wyatt                   Trade             $335,484

Macaljon/Scl Inc.              Trade             $334,946

K.A. Steel Chemicals           Trade             $301,311

De Nora Tech Inc.              Trade             $285,000

ESK Ceramics                   Trade             $266,405

Ideal Chemical & Supply        Trade             $256,541
Company

Kemira Water Solutions, Inc.   Trade             $243,610

Jimco Integrated Services      Trade             $241,441

Gulf Coast Marine Supply Co.   Trade             $232,571
Inc.

Industrial Metalworks          Trade             $227,964

Rath Refractories Inc.         Trade             $220,706

Brenntag Pacific Inc.          Trade             $206,010

CSAV, Inc.                     Trade             $190,512

AECOM                          Trade             $188,298

Oracle Corporation             Trade             $181,051

Tubes Inc.                     Trade             $165,792

B E & K Industrial Services    Trade             $147,723

The G.C. Broach Company        Trade             $135,550

Aberdeen Machine Works Inc.    Trade             $134,941

The petition was signed by vice-president Michael J. Foster.


TROPICANA ENTERTAINMENT: Offers 2% Return to $1-Bil. Noteholders
----------------------------------------------------------------
Tropicana Entertainment LLC, has offered to repay noteholders 2%
of the almost $1 billion they are owed.

According to Bloomberg News' Carla Main, the offer was filed in
the U.S. Bankruptcy Court for the District of Delaware, yesterday,
two days after the official committee of unsecured creditors,
including the noteholders, failed to obtain the Court's permission
to file a competing plan.

As reported by the Troubled Company Reporter on Jan. 9, 2009,
Tropicana Entertainment LLC and its affiliates filed before the
U.S. Bankruptcy Court for the District of Delaware a Chapter 11
plan of reorganization for entities led by Tropicana
Entertainment, and another by Tropicana Las Vegas Holdings.
The Jan. 8 filing of the Plan did not include a disclosure
statement, which would explain in detail the treatment of
creditors and expected recovery under the Plan.

Bloomberg News notes that the Plans were filed hours before the
bankruptcy judge was scheduled to hear a request by the official
committee of unsecured creditors of Tropicana creditors for
permission to file a competing proposal for reorganizing the
company.

Both Plans, however, propose to pay secured creditors -- the
LandCo and Opco claims in full in cash or through the return of
the collateral securing their claims.  Holders of administrative
claims and claims on account of the Debtors' debtor-in-possession
financing will be paid in full.

Unsecured creditors will obtain recovery from funds obtained by a
liquidating trust.  William Yung, founder of Columbia Sussex, will
lose his equity interests in Tropicana.  Mr. Yung acquired Aztar
Corp. for $2.8 billion in 2007, and renamed the company Tropicana
Entertainment.  He has been removed as a member of the Tropicana
Board pursuant to mismanagement allegations.

Holders of claims under the Debtors' prepetition credit
facilities, referred to as the LandCo and OpCo Credit Facilities,
will obtain shares of stock of Reorganized LandCo and OpCo,
respectively.  Holders of OpCo Credit Facility Claims will also
receive notes and certain sale proceeds.

Both unsecured creditors and holders of OpCo and LandCo Credit
Facilities are impaired -- meaning they won't receive full
recovery -- and will be entitled to vote on the Plans.  Mr. Yung
will be deemed to reject the Plans on account of his zero
recovery.

Before filing for bankruptcy protection, Tropicana, in 2007,
entered into credit facilities to finance its acquisition of Aztar
Corp.'s five casinos.  The OpCo Credit Facility -- an aggregate
$1,710,000,000 secured credit facility provided by Credit Suisse
as collateral agent and administrative agent -- constituted the
largest portion of the Aztar Acquisition financing.  The LandCo
Credit Facility, provided by Credit Suisse, Cayman Islands, as the
sole administrative agent, partly financed the Aztar Acquisition.
As of April 30, 2008, approximately $1,300,000,000 of the
principal amount was outstanding under the OpCo Term Facility, and
approximately $21,000,000 of the principal amount was outstanding
under the OpCo Revolving Facility.  As of April 29, 2008,
$440,000,000 of the principal amount was outstanding under the
LandCo Credit Facility.

A copy of the Plan of Reorganization for the OpCo Debtors --
comprising Adamar Garage Corporation; Argosy of Louisiana, Inc.;
Atlantic-Deauville Inc.; Aztar Corporation; Aztar Development
Corporation; Aztar Indiana Gaming Company, LLC; Aztar Indiana
Gaming Corporation; Aztar Missouri Gaming Corporation; Aztar
Riverboat Holding Company, LLC; Catfish Queen Partnership in
Commendam; Centroplex Centre Convention Hotel, L.L.C.; Columbia
Properties Laughlin, LLC; Columbia Properties Tahoe, LLC; Columbia
Properties Vicksburg, LLC; CP Baton Rouge Casino, L.L.C.; CP
Laughlin Realty, LLC; Jazz Enterprises, Inc.; JMBS Casino LLC;
Ramada New Jersey Holdings Corporation; Ramada New Jersey, Inc.;
St. Louis Riverboat Entertainment, Inc.; Tahoe Horizon, LLC;
Tropicana Entertainment Holdings, LLC; Tropicana Entertainment
Intermediate Holdings, LLC; Tropicana Entertainment, LLC;
Tropicana Express, Inc.; and Tropicana Finance Corp. -- is
available for free at:

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

A copy of the Plan of Reorganization for the LandCo Debtors --
comprising Adamar of Nevada; Hotel Ramada of Nevada; Tropicana
Development Company, LLC; Tropicana Enterprises; Tropicana Las
Vegas Holdings, LLC; Tropicana Las Vegas Resort and Casino,
LLC; and Tropicana Real Estate Company, LLC -- is available for
free at:

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

                 About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The Court has extended the Debtors' exclusive period to file a
plan, through and including Jan. 12, 2009, and to solicit votes
on the plan through and including March 13, 2009.

(Tropicana Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


UCI HOLDCO: Moody's Affirms Corporate Family Rating at 'B3'
-----------------------------------------------------------
Moody's Investors Service affirmed the Corporate Family and
Probability of Default ratings of UCI Holdco, Inc., at B3.  Holdco
is the ultimate parent of United Components, Inc.  In a related
action the ratings of Holdco's unguaranteed senior unsecured notes
were affirmed at Caa2, the ratings of UCI senior secured credit
facilities were affirmed at Ba3; and the ratings of UCI's senior
subordinated notes were affirmed at Caa1.  The outlook is changed
to negative from stable.

The affirmation of the B3 Corporate Family and Probability of
default ratings reflect Moody's belief that while weakened general
economic conditions have resulted in lower miles driven and lower
demand for automotive aftermarket parts, UCI will maintain
financial metrics consistent with the assigned rating during the
near term.  Moreover, as one of North America's largest automotive
aftermarket suppliers, the company is positioned to benefit from
the increased maintenance requirements that will ultimately result
from an aging vehicle fleet.  The general industry fundamentals of
the automotive aftermarket are less negatively affected by the
economic downturn than those of the original equipment market.
Consequently, aftermarket suppliers such as UCI are less likely to
experience the large operating losses and deficit cash flows being
seen in many original equipment parts suppliers.

Nevertheless, the negative outlook considers that the company's
operating performance has weakened from prior expectations.
Moreover, in the current difficult business environment the
company faces an important challenge in renewing its revolving
credit facility which matures in June 2009.  Historically, the
company has not heavily relied on its revolver to fund operating
activities, but currently has about $20 million drawn under the
original $75 million committed facility.  The company has reduced
its outstanding bank debt over the last several years and has good
cushion under the covenants contained in the bank facility.

Nevertheless, inability of the company to address the revolving
credit maturity in the near term, or further deterioration in the
company's credit metrics could result in lower ratings.

These ratings were affirmed:

UCI Holdco, Inc.:

  -- B3 Corporate Family rating;
  -- B3 Probability of Default rating;
  -- Caa2 (LGD5, 87%) of the unguaranteed senior unsecured notes;

United Components, Inc.

  -- Ba3 (LGD2, 14%) for the senior secured bank credit
     facilities consisting of:

     - $75 million guaranteed senior secured bank revolving
       credit facility maturing 2009

     - $190 million (remaining amount) guaranteed senior secured
       bank term loan due 2012;

  -- Caa1 (LGD4, 58%) for the $230 million of guaranteed senior
     subordinated unsecured notes maturing 2013

For the twelve month period ending September 30, 2008, Debt/EBITDA
(using Moody's standard adjustments) was 6.9x (including the
accreted value of the Holdco Notes), and EBIT/Interest
approximated 1.2x (including accretion of the Holdco Note).  Free
cash flow was approximately $20 million.  Availability under the
company's revolving credit was approximately $36.1 million at
September 30, 2008, which include a reduction for amounts exposed
to Lehman Brothers Commercial Paper, Inc.

Future events that could potentially drive UCI's ratings lower
include the inability to renew its revolving credit over the
coming months or other factors which deteriorate liquidity;
lowered operating margins resulting from increased competition or
customer pricing pressure; or erosion of free cash flow
generation.  Consideration for a lower rating would result if any
combination of the above factors would lead to EBIT/Interest
declining below 1.0x or Debt/EBITDA being maintained above 7.0x.
Consideration for an improved outlook or ratings could result if
EBIT/Interest were maintained at levels above 1.5x or Debt/EBITDA
declined below 5.5x.

The last rating action on Holdco was to assign a Corporate Family
rating of B3 and assign a rating of Caa2 on Holdco's unguaranteed
senior unsecured notes on December 12, 2006.

UCI, headquartered in Evansville, Indiana, is one of the larger
and more diversified companies primarily servicing the vehicle
aftermarket.  The company supplies a broad range of filtration
products, fuel products cooling systems, and engine management
systems.  While approximately 90% of revenues are currently
automotive related, UCI also services customers within the
trucking, marine, mining, construction, agricultural, and
industrial vehicle markets.  Annual revenues in 2007 are
approximately $970 million.  UCI is an indirect wholly owned
subsidiary of UCI Holdco, Inc., which is a portfolio company of
the Carlyle Group.


UNIVISION COMMUNICATIONS: Fitch Reports Jury Trial in Los Angeles
-----------------------------------------------------------------
Following unsuccessful attempts to reach an out of court
settlement, Univision Communications, Inc., and Grupo Televisa
S.A.B. began a jury trial in Los Angles this week.  The trial had
been rescheduled repeatedly over the previous two years.

Televisa (rated 'BBB+'; Stable Outlook by Fitch Ratings) has
claimed a material breach in the Programming License Agreement by
Univision since early 2006.  A material breach (undefined in the
PLA) appears to be the only way for a party to terminate the PLA.
In addition to seeking monetary damages, Televisa seeks to be
released from its obligations to provide content under the
contract for the remaining term (through 2017).

While the amount (if any) of monetary damages that could
ultimately be awarded is uncertain, the reported estimates of
figures being sought would not necessarily warrant a rating action
if there were an adverse verdict against Univision.  Should that
occur, Fitch believes Univision should still have sufficient
liquidity to post a reasonable bond under an appeal scenario.

The issue of future performance under the contract is of
significantly more concern to Fitch as Televisa content is a core
product in Univision's portfolio of shows and is a material
contributor to Univision's cash flow generating capacity.  As
stated previously, Fitch believes the elimination of the PLA would
likely result in default of Univision's debt obligations as
Univision would likely be unable to service its interest expense
without the revenues generated from the programming supplied by
Televisa.  While there are other content alternatives for
Univision to access besides Televisa (Venevision, RCN, Buena
Vista, Univision produced content, etc.) there could be
significant differences in rate cards and programming costs versus
existing arrangements.

If the jury finds in favor of Televisa and Univision appeals,
Fitch would likely place all of Univision's ratings on Rating
Watch Negative depending on the specific nature of the verdict.
If Univision were to ultimately lose on appeal, Fitch would likely
downgrade its Issuer Default Rating (IDR) to 'CCC' or below,
representing that default of some kind would be either a real
possibility or probable.  Other issues that would be taken into
account at that time would include the sustainable level of re-
transmission fees, prospects of new programming, and interest
rates on Univision's $7 billion term loan (swaps with higher than
current market rates roll off late 2009 and early 2010).

Aside from the trial, Fitch believes Univision has several other
obstacles over the intermediate term.  These include the second-
lien loan due March 2009, cash interest payments during the
economic downturn, term loan principal amortization payments that
begin in 2010, covenant step-downs, and $500 million of senior
notes that mature in 2011.  In Fitch's view, Univision should be
able to meet all of these obligations.  The PIK option on its
9.75% senior notes should provide additional liquidity if needed
for any of these issues.  A PIK election would not be a negative
rating factor due to Fitch's expectations that Univision's long-
term growth prospects (assuming no adverse ruling in the Televisa
case) should be able to offset any accreted leverage.

The ratings and Outlook are at the low end of their category.  The
ratings are restrained from a highly leveraged capital structure
and a very limited margin of safety that is extremely susceptible
to even a moderate downturn in advertising spending.  Despite all
debt maturing prior to the expiration of the PLA, current ratings
take into account re-financing risk in the event that Univision
and Televisa are unable to come to agreement on a longer term
programming license.  The ratings are supported by Univision's
underlying portfolio of assets which include duopoly television
and radio stations in most of the top Hispanic markets, with a
national overlay of broadcast and cable networks.

Fitch rates Univision:

  -- IDR 'B';
  -- Senior secured 'B+';
  -- Second-lien loan 'B-';
  -- Senior unsecured 'CCC+'.

The Rating Outlook is Stable.


UNIVERSITY OF NORTH TEXAS: Moody's Assigns "Aa3" on $39.4M Bonds
----------------------------------------------------------------
Moody's Investors Service has assigned an Aa3 rating to the
University of North Texas System's $39.4 million of Series 2009
Revenue Financing System Bonds issued by the Board of Regents of
the University of North Texas System.  The rating outlook is
stable.

At this time, Moody's are also affirming Moody's ratings on the
System's outstanding bonds and commercial paper program.
Following issuance of the Series 2009 RFS bonds, all of the
System's long-term debt is fixed rate (75% of total) and the
remaining 25% represents the System's commercial paper program at
its full $100 million authorized size.  The System supports its
commercial paper with self-liquidity.

Use Of Proceeds: Bond proceeds will be used to fund construction
and equipping of a Public Education Building on the campus of the
Health Sciences Center in Fort Worth, including refinancing
$18.2 million of commercial paper used to purchase the Osteopathic
Medical Center of Texas and begin construction of the Public
Education Building; and to pay costs of issuance.

Legal Security: Broad pledge of all legally available funds,
including tuition and various mandatory student fees, auxiliary
revenues, and unrestricted fund and reserve balances collected at
the University and Health Science Center.  The pledge excludes
state appropriations. Sum sufficient rate covenant.  The
Consolidated University Revenue Bonds, Series 1994 ($2.3 million
outstanding) have a prior lien on the pledged revenues.

Interest Rate Derivatives: None.

                             Strengths

* Strong demand for this public university system's offerings as
  demonstrated by continued enrollment and programmatic growth,
  which drove a nearly 50% increase in net tuition per student
  between Fiscal Year 2003 and 2008.

* Consistently strong and improved operating performance
  generates healthy debt service coverage.  The three-year
  average operating margin through FY 2008 was 6.4%, and
  operating cash flow provided 3.2 times coverage of debt service
  responsibilities in FY 2008.

* Significant operating and capital support from the Aa1-rated
  State of Texas.  State appropriations declined to 33% of
  operating revenues in FY 2008, but remain substantial, and the
  System has received increased state funding for capital needs.

* Growth in expendable financial resources, primarily driven by
  the System's positive operating performance.  Expendable
  financial resources stood at $346 million at the end of FY
  2008, up 66% in three years, which provides 0.9 times coverage
  of pro-forma debt (including the full $100 million of
  authorized commercial paper) and 0.6 times operations.

                           Challenges

* While financial resources produce ratios similar to those of
  other Aa3-rated public institutions, total financial resources
  are less robust in comparison to Aa3-rated peers.  At
  $444 million as of 8/31/2008, total financial resources provide
  just 1.1 times coverage of direct pro-forma debt in comparison
  to Aa3-rated peer median of 2.0 times at the close of FY 2007.

* Slowing growth of federal research budget increases competitive
  pressure for sponsored research activities at a time when the
  System is seeking to grow its research activities.  The System
  continues to expand its research programs, which stood at
  $38 million of expenditures in FY 2008, yet the research
  enterprise remains relatively small.

* Managing ambitious growth plans requires strong oversight and
  resource allocation.  As the System aims to grow enrollment and
  program offerings across its three current locations, expansion
  must be matched with good management control and paced with
  available resources.

                   Market/Competitive Strategy:
         Growing Demand Fuels Ambitious Expansion Plans

The University of North Texas System has experienced growth across
its three locations, which include the main campus in Denton, its
Center in Dallas and the University's Health Science Center at the
Fort Worth Dallas campus.  Full-time equivalent enrollment of
28,111 in the fall of 2008 represents a 14% increase in the past
five years.  The System aims to increase its headcount enrollment
by 2% annually to a target of 45,000, up from 36,020 in the fall
of 2008.  A 32% increase in freshman applications since 2003 has
allowed the System to reduce its selectivity rate to 66%, although
increases in freshman applications have slowed from a recent high
of 28% for the fall of 2004 to no growth for the class entering in
the fall of 2007 and 5.5% for the class entering in the fall of
2008.  At the same time, the matriculation rate has declined from
55% in 2000 to 44% in 2008, reflecting greater competition from
institutions both within Texas and outside of the state.  Since
tuition deregulation in 2003, net tuition and fee revenue has
grown 83%.  Net tuition per student of $6,439 in FY 2008 compares
favorably to the 2007 median for Moody's Aa3-rated public colleges
and universities of $6,251.  In 2008, net tuition and fees
accounted for 29% of operating revenue as calculated by Moody's,
an increase from 24% in 2003.

A variety of expansion initiatives are underway at the System.  In
Moody's opinion, the System must balance the growth across
multiple fronts to ensure that funding sources are available to
meet increased needs given its comparatively low total financial
resources.  The Dallas Center is expected to reach FTE enrollment
of 1,000 by next fall and gain status as a separate institution
within the System.  UNT established a College of Engineering in
2003, and is seeking legislative approval to create a law school.
In addition, the System recently bought out a ground lease it had
provided to a hotel at the Eagle Point area on the Denton campus
and expects a developer and the city to develop 10 acres next to
the site of a planned new football stadium.

The System also continues to expand its research programs, which
stood at $38 million of expenditures in FY 2008.  Although
spending has increased from $27 million in 2003, the research
enterprise remains relatively small.  The State has designated the
System as one of seven "Emerging Research Universities" and
provides a small amount of annual funding through an appropriation
from the Research Development Fund ($1.9 million in 2008).  The
System is developing a research park on a 285-acre site about four
miles from the main campus on which a 558,821 square-foot building
already stands and where the College of Engineering is located.

The goal is for the facility to serve as an incubator and to
generate revenue from technology transfer activity.  The System
also plans to boost research by hiring additional researchers,
both junior faculty and established researchers with existing
funding, and is creating a research development team to provide
support for external funding requests.  Management reports that 12
new researchers will join the faculty in fall 2009.  While Moody's
believe the System's efforts may yield results over time, Moody's
anticipate a slower ramp up of research activity due to the
current heightened competition for investigators and slowed growth
in federal funding, and expect that required investment in the
research enterprise may lower the net contribution of research to
the System's financial performance in the near term.

                      Operating Performance:
         Consistently Strong Operating Results Bolstered
       By State Support Provide Solid Debt Service Coverage

The System has generated consistently strong operating performance
in recent years.  After recording negative operating margins
earlier in the decade under Moody's methodology, the operating
margin has ranged between 2.3% and 8.3%, with a three-year average
operating margin of 6.4%.  In FY 2008, operating cash flow
provided 3.2 times coverage of debt, and maximum annual debt
service accounts for just 4.7% of operating expenses.  Pledged
revenues in 2008 cover maximum pro-forma debt service by a very
strong 15.7 times.  Including the Series 2009 bonds, the State of
Texas funds 57% of the debt service on the System's debt excluding
CP under the Tuition Revenue Bond program.  Under the TRB program,
the debt remains a legal obligation of the system, but the State
reimburses debt service.  This program for the State's public
higher education institutions has been in effect since the early
1970s, with the State consistently funding the full amount of debt
service even during difficult economic periods.  Moody's expects
that the State will continue to fund this debt service at the 100%
level.

Positive operating performance is based on growth in net tuition
and fee revenue and on the success of the faculty practice plan at
HSC, which has increased annual revenue 171% over the past five
years to $80 million and now comprises 13% of operating revenue.
In 2005, the HSC entered into an agreement with Tarrant County
Hospital (Aa3 revenue bond rating) for the provision of certain
clinical services.  Approximately 80 members of the North Texas
Affiliated Medical Group who made up the majority of the
clinicians serving John Peter Smith Hospital were added as
clinical faculty to the HSC.  Management reports that this
increase in the number of physicians as well as a change in the
compensation plan have contributed to the dramatic rise in
revenue.  System management also attributes increased faculty
practice plan revenue to more aggressive promotion in the existing
market, growing population in the market area, and use of more
effective reimbursement methods for the free care pool.

State appropriations continue to provide good support for
operations, though they represent a smaller share of overall
revenue.  Annual appropriations for operations increased
$43 million, or 27%, between 2003 and 2008, although the support
declined from nearly 42% of operating revenues earlier in this
decade to 33% in 2008.  The System also benefits from increased
state funding for capital needs from the Higher Education
Assistance Fund.  This program is approved in 10-year cycles, and
the annual amount for the System rose in 2008 to $34.3 million
from $22.8 million.

Moody's maintains an Aa1 general obligation rating for the State
of Texas.  The outlook for State of Texas general obligation bonds
is stable.  Risks include uncertainty regarding the long-term
costs of the property tax relief/school finance legislation and
the tax changes it made, and the spending pressures associated
with a growing population, which will increase demand for
essential services such as education, criminal justice,
transportation, water development and environmental protection.
For more information on the State of Texas, please refer to
Moody's report dated December 1, 2008.

                     Balance Sheet Position:
           Increase In Financial Resources Results From
           Operating Surpluses And Investment Performance

Financial resources of the System grew substantially from FY 2003
through 2008, with total financial resources increasing 120% to
$444 million at August 31, 2008.  Expendable financial resources
of $346 million at the end of FY 2008 provide 0.87 times coverage
of pro-forma direct debt (including the full $100 million
authorized commercial paper program) and 0.59 times operations.
Of the total $397.4 million of pro-forma debt, $145.5 million is a
legal obligation of the System but reimbursed by the State through
the Tuition Revenue Bond Program.  Much of the growth in financial
resources resulted from operating surpluses retained by the
System.

Investment returns also boosted financial resources in recent
years.  Investments consist of funds held for both UNT and HSC as
well as funds held by the University of North Texas Foundation.
The System's asset allocation is notably conservative with 90%
held in fixed income, including money market funds, followed by
equities (7%), and hedge funds (3%).  The investment return was
4.7% in 2007 and 3.6% in FY 2008.  Management reports that the
System's year-to-date investment return through November 30, 2008
was 2.8%.  The System's resources include the University of North
Texas Foundation, which held $76 million in total financial
resources at December 31, 2007, an increase of over 140% increase
from 2003.  The Foundation's investments are allocated across
equities (55%), fixed income (25%), hedge funds (10%), and real
assets (10%). In 2007, the Foundation generated a 16.5% return.

Through September 30, 2008, the Foundation's return for the
current calendar year was -15.0%.  Given the small share of total
financial resources represented by the Foundation (less than 20%)
and the composition of the System's investments, Moody's is not
adjusting the financial resources figures to account for potential
investment losses and expects the System's potential losses could
be less severe than its peers due to its greater allocation to
fixed income.

Despite recent growth, total financial resources are lower than
the median for Moody's Aa3-rated public institutions, which was
$900 million for 2007.  Additionally, the System's total financial
resources per student of $15,807 lag the $26,003 median of the
Aa3-rated public institutions.  Gift revenue has remained
relatively stagnant, with an annual average of nearly $12 million
from 2003 through 2008, which includes an average of $2.4 million
from the Foundation.  According to the System, UNT is now focused
on development and building a staff that will prepare for a future
capital campaign.  Based on the plans for new programs and a new
football stadium, the System could issue approximately
$300 million of additional debt over the next several years.  Over
one-half of the potential borrowing would likely be supported by
the state, either through TRB bonds or HEAF funding, but the
System could utilize its CP program to provide interim financing.
The System does not report other post-retirement benefit liability
on its balance sheet.  Instead, the liability is consolidated with
and reported by the State.  Moody's views the System's success in
increasing its total financial resources, in particular endowment,
as key in its evolution and future success.

                   Short Term Rating Rationale

Support for the System's CP program (program authorized at
$100 million, with $23 million now outstanding, of which
$18.2 million will be refinanced with the Series 2009 bonds) is
based on the System's own liquidity.  Moody's is affirming the P-1
rating on the CP program due to the sufficient coverage provided
by this liquidity.  The most liquid resources include holdings in
Tex Pool, a local government investment pool operated by the State
of Texas, which are available on a same-day basis.  At November
30, 2008, UNT held $215 million in Tex Pool.  The lowest month-end
balance for the past two years was at
December 31, 2006, when the System had $93 million in Tex Pool
(and the CP program was authorized at $50 million).  The System
does not anticipate having the full authorized amount of CP
outstanding at one time.  Other sources of liquidity include
short-term U.S. agency bonds and corporate bonds, most of which
can be liquidated within several days.  The month-end balances of
these investments have ranged between $103 million and
$132 million in the past two years.  At present, the System does
not limit the amount of CP that can mature in a given day.

                              Outlook

The stable outlook reflects the University's increased enrollment
and strong market position in a demographically vibrant region,
operating strength, and growth of balance sheet reserves.

                 What could change the rating--UP

Further enrollment and programmatic expansion accompanied by
continued positive operating performance and growth in total
financial resources.

                What could change the rating--DOWN

Decline in enrollment, significant and ongoing deterioration in
operating performance, programmatic expansion that is not met with
a commensurate increase in financial resources.

                          Key Indicators
      (Fall 2008 enrollment and FY 2008 financial statements)

  -- Total Enrollment: 28,111 FTE students

  -- Total Pro-Forma Direct Debt: $397.4 million (includes CP
     program at $100 million)

  -- Expendable Resources to Pro-Forma Direct: 0.87imes

  -- Expendable Resources to Operations: 0.59 times

  -- Three-year Average Operating Margin: 6.4%

  -- Reliance on State Funding: 33.0%

  -- State of Texas Rating: Aa1

                            Rated Debt

  -- Consolidated University Revenue Bonds, Series 1994: Aa3;
     AMBAC insured (Ambac's current financial strength rating is
     Baa1 with a developing outlook)

  -- Revenue Financing System Bonds, Series 1999: Aa3; FGIC
     insured (FGIC's current financial strength rating is Caa1
     with a negative outlook)

  -- Revenue Financing System Bonds, Series 1999A: Aa3; FSA
     insured (FSA's current financial strength rating is Aa3 with
     a developing outlook)

  -- Revenue Financing System Bonds, Series 2001: Aa3; FSA
     insured (FSA's current financial strength rating is Aa3 with
     a developing outlook)

  -- Revenue Financing System Bonds, Series 2002: Aa3; FGIC
     insured (FGIC's current financial strength rating is Caa1
     with a negative outlook)

  -- Revenue Financing System Bonds, Series 2002A: Aa3; FGIC
     insured (FGIC's current financial strength rating is Caa1
     with a negative outlook)

  -- Revenue Financing System Bonds, Series 2003: Aa3; FSA
     insured (FSA's current financial strength rating is Aa3 with
     a developing outlook)

  -- Revenue Financing System Bonds, Series 2003A: Aa3; FSA
     insured (FSA's current financial strength rating is Aa3 with
     a developing outlook)

  -- Revenue Financing System Bonds, Series 2003B: Aa3; FSA
     insured (FSA's current financial strength rating is Aa3 with
     a developing outlook)

  -- Revenue Financing System Refunding and Improvement Bonds,
     Series 2005: Aa3; FGIC insured (FGIC's current financial
     strength rating is Caa1 with a negative outlook)

  -- Revenue Financing System Bonds, Series 2007: Aa3; MBIA
     insured (MBIA's current financial strength rating is Baa1
     with a developing outlook)

  -- Revenue Financing System Bonds, Series 2009: Aa3

The last rating action was on June 6, 2008, when the long-term
rating of The University of North Texas System was upgraded to Aa3
from A1 and the P-1 rating on commercial paper was affirmed.


UNO'S RESTAURANT: Moody's Drops 3 'Ca' Ratings for Biz. Reasons
---------------------------------------------------------------
Moody's Investors Service withdrew the ratings of Uno's Restaurant
Holdings Corp.  Moody's has withdrawn the company's ratings for
business reasons.

These ratings are withdrawn:

  -- Corporate family rating at Ca
  -- Probability of default rating at Ca
  -- Senior secured bank credit facility at Ca (LGD4, 58%)
  -- Speculative grade liquidity ratings at SGL-4

Moody's last rating action for Uno's occurred on August 12, 2008,
when the company's corporate family, probability of default, and
secured note ratings were downgraded to Ca from Caa2.  At the same
time the speculative grade liquidity rating was affirmed at SGL-4
and the outlook was negative.

Uno Restaurants Holding Corp, owns and operates 120 and franchises
an additional 86 full service "Uno Chicago Grill" casual dining
restaurants principally in New England and Mid-Atlantic regions.
Revenue for the twelve month period ending June 29, 2008, was
approximately $317 million.


VIP SELF: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: VIP Self Storage Inc.
        PO Box 7435
        Capistrano Beach, CA 92624

Bankruptcy Case No.: 08-18576

Chapter 11 Petition Date: December 29, 2008

Court: United States Bankruptcy Court
       Central District Of California (Santa Ana)

Judge: Robert N. Kwan

Debtor's Counsel: Wilfredo Trivino Perez, Esq.
                  10940 Wilshire Blvd
                  16th Fl.
                  Los Angles, CA 90024
                  Tel. (310) 443-4251

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

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

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/cacb08-18576.pdf

The petition was signed by Maria Powell, chief executive officer
of the company.


WELLMAN INC: Wins Confirmation of Reorganization Plan
-----------------------------------------------------
Judge Stuart Benstein of the U.S. Bankruptcy Court for the
Southern District of New York confirmed Wellman Inc.'s plan of
reorganization, Tiffany Kary of Bloomberg News reports.

Jonathan Henes, Esq., a partner at Kirkland and Ellis, said that
Wellman may exit bankruptcy this month.  He added that first-lien
creditors will recover an estimated 30% of their claims while
second-lien holders will get an estimated 10%, he said.

As reported by the Troubled Company Reporter, Wellman said in
December that it has obtained overwhelming support of its
reorganization plan, putting it on target for a January 2009
emergence.  More than 80% of eligible voting creditors voted to
accept the Plan.

Minor changes were made to the Plan, which was originally filed on
November 10, 2008:

    * The first and second lien holders will receive Third Lien
      Convertible Notes in the reorganized company in exchange
      for their pre-petition claims.  These Notes can be
      converted into 50% of Reorganized Wellman.

    * The Plan Sponsor, SOLA LTD, will provide the Company with
      $35 million in cash in exchange for $40 million of Second
      Lien Convertible Notes.  These Notes can be converted into
      50% of Reorganized Wellman.

In order to allow the Company the time to provide notice of the
modifications, the lenders under the Company's DIP Facility
amended the DIP agreement to provide the Company until
January 19, 2009, to confirm the Plan and January 31st to emerge
from bankruptcy.  Since the revisions to the Plan are not material
and are not adverse to any of the constituents, the Company does
not anticipate significant changes to the current voting results.
The hearing on confirmation of the Plan is currently scheduled to
occur on January 12, 2009.

Reorganized Wellman will maintain a Board of Directors which will
include Mr. Ruday as well as six other individuals chosen by the
Plan sponsor and the existing lien holders.

Mark Ruday, Wellman's Chief Executive Officer, stated "now that we
have a Plan that has the support of both groups of lien holders,
we expect to emerge from bankruptcy as a stronger, more profitable
and highly competitive company.  We look forward to continue
working with our customers, vendors, employees and stakeholders
who have helped us to emerge from bankruptcy."

Mr. Henes stated, "the Company worked through unbelievably
difficult circumstances in this bankruptcy, and will emerge
because all its stakeholders worked together to develop an
economically viable plan that maximizes their recovery."

                        About Wellman Inc.

Headquartered in Fort Mill, South Carolina, Wellman Inc. ([OTC]:
WMANQ.OB) -- http://www.wellmaninc.com/-- manufactures and
markets packaging and engineering resins used in food and beverage
packaging, apparel, home furnishings and automobiles.  They
manufacture resins and polyester staple fiber a three major
production facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No. 08-10595).
Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in New York
City, represents the Debtors.  Lazard Freres & Co., LLC, acts as
the Debtors' financial advisors and investment bankers.  Conway,
Del Genio, Gries & Co., LLC, was also retained as the Debtors'
chief restructuring advisor.

The United States Trustee for Region 2 has appointed seven members
to the Official Committee of Unsecured Creditors.  Mark R.
Somerstein, Esq., at Ropes & Gray LLP, serves as the Committee's
bankruptcy counsel.  FTI Consulting, Inc., acts as the panel's
financial advisors.

Wellman Inc., in its bankruptcy petition, listed total assets of
$124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.  Debtor-
affiliates Fiber Industries Inc., Prince Inc., and Wellman of
Mississippi Inc., listed assets between $100 million and
$500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $512,400,000 in total assets and $730,500,000 in
liabilities as of June 30, 2008.

Wellman filed a restructuring plan before the Bankruptcy Court on
June 25, 2008.  (Wellman Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


WILSON MFG.: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Wilson Mfg. Inc.
        d/b/a WMI
        P.O. Box 247
        Cherokee, OK 73728

Bankruptcy Case No.: 08-15912

Chapter 11 Petition Date: December 31, 2008

Court: United States Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Judge: Richard L. Bohanon

Debtor's Counsel: Gary L. Morrissey, Esq.
                  1725 Linwood Boulevard
                  Oklahoma City, OK 73106
                  Tel: (405) 272-1500
                  Fax: (405) 272-3090
                  Email: g.morrissey@yahoo.com

Total Assets: $3,718,341.00

Total Debts: $4,458,560.00

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/okwb08-15912.pdf

The petition was signed by Louis A. Meyer, Jr., the company's
president.


WIRELESS AGE: Subsidiaries Forced Into Receivership by SaskTel
--------------------------------------------------------------
Wireless Age Communications, Inc., said that on Friday January 9,
2009, Saskatchewan Telecommunications served Wireless Age's
subsidiaries Wireless Age Communications Ltd. and Wireless Source
Distribution Ltd. a Notice of Intention to Enforce Security under
Section 244(1) of the Bankruptcy and Insolvency Act and also
obtained and served on the Wireless Age subsidiaries a Court Order
obtained without prior notice to the Company or its subsidiaries
that orders the immediate appointment of an Interim Receiver.

On October 29, 2008, SaskTel obtained a security interest in the
assets of Wireless Age and Wireless Source by entering into a
Repayment Agreement with Wireless Age, Wireless Source and Newlook
Industries Corp.

Under the terms of the Order, the Company has a 10-day period
within which to respond to the receivership appointment.  Wireless
Age intends to vigorously oppose the Order, and to seek other
remedies against SaskTel, as the Company believes, among other
things, that SaskTel obtained the Order without disclosing all
pertinent facts to the Court.

John G. Simmonds, Wireless Age CEO stated; "We were recently in
discussions with SaskTel and are shocked by their actions. We
believe that we have suffered significant damages as a result."

                      About Wireless Age

Based in Toronto, Ontario, Wireless Age Communications, through
its 99.7% owned subsidiary, Wireless Age Communications Ltd., is
in the business of operating retail cellular and
telecommunications outlets in cities in western Canada.  Through
its other wholly owned subsidiary, Wireless Source Distribution
Ltd., the company distributes two-way radio products, prepaid
phone cards, wireless accessories and various battery and
ancillary electronics products in Canada.


WORLDSPACE INC: Unable to File 10-Q due to Chapter 11 Filing
------------------------------------------------------------
WorldSpace, Inc., disclosed in a regulatory filing with the
Securities and Exchange Commission that it has failed to file its
Quarterly Report on Form 10-Q for the period ended Sept. 30, 2008,
by Nov. 14, 2008, because it was unable to complete the
preparation of its condensed consolidated financial statements.

WorldSpace is operating its business and managing its assets as a
"debtor-in-possession" under the jurisdiction of the bankruptcy
court with a limited internal accounting staff.  In addition,
WorldSpace's independent registered public accounting firm, Grant
Thornton LLP, resigned.  Due to its limited internal resources and
the resignation of its independent registered public accounting
firm, WorldSpace was unable to complete the necessary procedures
to file the Form 10-Q.

The company stated that Grant Thornton LLP resigned after the
decision of the company's board of directors to file a Chapter 11
bankruptcy petition.

In a separate filing, WorldSpace disclosed that The Nasdaq Stock
Market, Inc., has determined to remove its common stock from
listing.  Based on a review of the information provided by the
company, Nasdaq Staff determined that the company no longer
qualify for listing on the Exchange pursuant to Marketplace Rules
4300, 4340(b), 4450(f), and IM-4300.

The company was notified of the Staffs determination on Oct. 21,
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. 30, 2008.

                         About WorldSpace

WorldSpace, Inc. (WSI) -- http://www.1worldspace.com/-- and its
debtor- and non-debtor affiliates provide satellite-based radio
and data broadcasting services to paying subscribers in ten
countries throughout Europe, India, the Middle East, and Africa.
The Debtors and their affiliates operate two geostationary
satellites, AfriStar and Asia Star, which are in orbit over Africa
and Asia.  The Debtor and two of its affiliates filed for Chapter
11 bankruptcy protection on Oct. 17, 2008 (Bankr. D.Del., Case No.
08-12412 - 08-12414).  Mames E. O'Neill, Esq., Laura Davis Jones,
Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl &
Jones, LLP, represent the Debtors as counsel.

The U.S. Trustee for Region 3 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  Neil Raymond Lapinski,
Esq., and Rafael Xavier Zahralddin-Aravena, Esq., at Elliot
Greenleaf represent the Committee as counsel.  When the Debtors
filed for bankruptcy, they listed total assets of $307,382,000 and
total debts of $2,122,904,000.


YRC WORLDWIDE: Fitch Junks Ratings on Weakness in Freight Market
----------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Ratings and debt
ratings of YRC Worldwide Inc. and its subsidiary, YRC Regional
Transportation, Inc.:

YRC Worldwide Inc.

  -- IDR to 'CCC' from 'B';
  -- Secured credit facilities to 'B/RR1' from 'BB/RR1';
  -- Senior unsecured to 'C/RR6' from 'CCC+/RR6'.

YRC Regional Transportation, Inc.

  -- IDR to 'CCC' from 'B';
  -- Senior secured notes to 'C/RR6' from 'CCC+/RR6'.

All of the ratings for YRCW and YRC Regional Transportation have
been placed on Rating Watch Negative.  Fitch's ratings apply to
approximately $550 million in notes, a $150 million secured term
loan and a $950 million secured revolving credit facility.

The ratings for YRCW's subsidiary Roadway LLC have been withdrawn,
as Roadway no longer has any rated debt outstanding.

The downgrade of YRCW's ratings reflects heightened concerns about
the company's prospects in light of ongoing severe weakness in the
U.S. freight market, as well as the company's announcement that it
is engaged in discussions with its lenders to revise the leverage
covenants in its credit facility and asset backed securitization
facility agreements.  These concerns persist despite the
announcement late yesterday that YRCW's unionized employees,
represented by the International Brotherhood of Teamsters, have
ratified amendments to the company's labor agreements that will
reduce union wages through the remaining life of contracts.

Following the termination of YRCW's tender offer for $310 million
of outstanding notes, the company likely ended 2008 with a debt
level well above Fitch's earlier expectations, while the steep
decline in volumes experienced in the fourth quarter (down 12% at
YRC National Transportation and down 11% at YRC Regional
Transportation, when adjusted for the unit's reorganization,
through Nov. 30, 2008) is expected to drive reported EBITDA in the
period below Fitch's forecasts.  As a result of the revised
expectations for both debt and EBITDA, Fitch expects fourth
quarter leverage will be above the company's earlier forecast of
3.2 times and, potentially, above the 3.5x level currently
required by the covenants in YRCW's credit and ABS facilities.

In order to avoid a covenant-driven default on the two facilities,
YRCW has entered into discussions with its bank group to revise
the covenants.  The company expects to complete these discussions
by the end of January 2009.  An increase in the leverage covenant
would reduce near-term default concerns and increase YRCW's
ability to access the liquidity available on its credit and ABS
facilities while it navigates the difficult market environment and
works through the operational restructuring of its YRC National
Transportation unit.  Should YRCW be unable to reach agreement
with its bank group on revised covenants prior to the filing of
the company's 10-K annual report with the U.S. Securities and
Exchange Commission, a year-end leverage level above 3.5x would
result in a default on the facilities, which likely would force a
near-term bankruptcy filing.  The ratings of YRCW and YRC Regional
Transportation have been placed on Rating Watch Negative pending
the outcome of these bank discussions.  Fitch expects to resolve
the Rating Watch Negative once the discussions are complete.

The revised labor agreements with the IBT-represented employees
call for a reduction in wages of 10% in return for giving the
union members a 15% equity stake in the company.  YRCW estimates
that the amendments will reduce labor expenses by $220 million to
$250 million annually for the remaining duration of the
agreements, which expire in 2013.  In addition, YRCW's non-union
employees also will be subject to reductions in compensation of
10% or greater, driving estimated savings of $75 million to
$85 million in 2009.  The revision to the labor agreements and the
non-union compensation reductions represent a positive step in
YRCW's restructuring and will provide a meaningful reduction in
the company's cash operating expenses over the next several years.
However, these savings could be overwhelmed in the near term by
continued weakness in YRCW's revenues resulting from the
challenging market conditions, which are not expected to improve
until late 2009 at the earliest.

Beyond the immediate concerns regarding YRCW's leverage covenant,
longer-term concerns include the company's debt maturities in
2010.  The remaining secured $150 million in YRC Regional
Transportation notes mature in April 2010, while YRCW's 5%
contingent convertible senior notes include a provision that
allows holders of the notes to put them back to the company at par
in August 2010.  Combined, the maturity and the put option could
result in nearly $400 million in debt obligations in 2010, which
would be especially problematic if credit markets remain tight
over a prolonged period.

The recovery rating of 'RR1' on YRCW's credit facilities reflects
their hard asset collateral coverage and expectations for a
recovery of 90% or better in the event of a bankruptcy.  The hard
asset collateral backing the credit facilities includes the
majority of the company's owned facilities and rolling stock.  The
recovery rating of 'RR6' on the YRC Regional Transportation
secured notes and both sets of contingent convertible senior
unsecured notes reflects expectations for a very poor recovery of
less than 10% in a bankruptcy scenario.  Although the YRC Regional
Transportation notes are partially secured by a share in the
capital stock of YRC Regional Transportation, Inc., Fitch views
this collateral coverage as very weak and rates the notes on par
with the unsecured obligations.  YRCW's ratings could be
downgraded further if the company is unsuccessful in renegotiating
the covenants in its credit and ABS facility agreements or if LTL
market fundamentals continue to worsen.


YRC WORLDWIDE: Compensation Committee OKs Exec. Severance Deal
--------------------------------------------------------------
YRC Worldwide Inc. disclosed in a filing with the securities and
exchange Commission that the Compensation Committee of the board
of directors approved the amendment and restatement of the
Executive Severance Agreement for these executive officers:

   -- William D. Zollars, chairman of the board, president &
      chief executive officer

   -- Daniel J. Churay, executive vice president, general counsel
      & secretary

   -- James G. Kissinger, executive vice president - human
      resources

   -- Michael J. Smid, president, YRC North American
      Transportation

   -- Timothy A. Wicks, executive vice president & chief financial
      officer

   -- Paul F. Liljegren, vice president, controller and chief
      accounting officer

Under the Executive Severance Agreement, the executive is eligible
for an annual bonus payment if he is terminated from employment
without "Cause" or he resigns for "good reason" within two years
after a "Change of Control", in each case as defined or described
in the Executive Severance Agreement.  The Executive Severance
Agreement was amended and restated to provide for the payment to
the executive (at the time the bonus is paid to all other
similarly situated executives) of an annual bonus on the basis of
actual achievement of predetermined performance criteria.

Under the prior Executive Severance Agreement, the payment of the
annual bonus was at the executive's target level irrespective of
actual performance.  This change was intended to address recent
Internal Revenue Service guidance regarding the deductibility of
performance based compensation permitted outside of the $1 million
compensation deduction cap that Section 162(m) of the Internal
Revenue Code imposes.  In addition, certain additional changes
were made to the Executive Severance agreement to address recent
regulations under Section 409A of the Internal Revenue Code and
guidance with respect to Section 409A.  The other terms of the
Executive Severance Agreement have remained unchanged, and this
Executive Severance Agreement will replace the prior version for
each executive.

A full-text copy of the Executive Severance Agreement is available
for free at http://ResearchArchives.com/t/s?37be

In addition, the Compensation Committee approved an Amendment to
the Employment Agreement of Mr. Zollars.  Under Mr. Zollars'
Employment Agreement, Mr. Zollars is eligible for an annual bonus
payment if he is terminated from employment without "Cause" or he
resigns for "Good Reason" or is terminated from employment in
connection with a "Change of Control", in each case as defined or
described in the Employment Agreement.  The Employment Agreement
was amended to provide for the payment to Mr. Zollars (at the time
the bonus is paid to all other similarly situated executives) of
an annual bonus on the basis of actual achievement of
predetermined performance criteria.  Under the prior Employment
Agreement, the payment of the annual bonus was at the Mr. Zollars'
target level irrespective of actual performance.  This change was
similarly intended to address recent Internal Revenue Service
guidance regarding the deductibility of performance based
compensation permitted outside of the $1 million compensation
deduction cap that Section 162(m) of the Internal Revenue Code
imposes.

A full-text copy of the amendment to employment agreement by and
between YRC Worldwide Inc. and William D. Zollars is available for
free at http://ResearchArchives.com/t/s?37bf

The company also disclosed the company's implementation of wage
and benefit reductions for its non-union employees during 2009.
In that filing, the company also stated that it expected to create
an equity or profit sharing plan for those non-union employees,
consistent with the company's plans to provide a similar benefit
to its union represented employees.  The company's union employees
are considering whether to ratify wage reductions.

Consistent with these expectations, on Dec. 30, 2008, the
Compensation Committee adopted both a Non-Union Employee Option
Plan and a Non-Union Employee Stock Appreciation Right Plan.

A full-text copy of the Non-Union Employee Option Plan is
available for free at http://ResearchArchives.com/t/s?37c0

A full-text copy of the Non-Union Employee Stock Appreciation
Right Plan is available for free at
http://ResearchArchives.com/t/s?37c1

Pursuant to the Stock Option Plan, on Jan. 2, 2009, the company
granted to its non-union employees options to purchase up to an
aggregate of 5,269,577 shares of the company's common stock at an
exercise price equal to $3.34 per share, which was the closing
price per share of the company's common stock on the NASDAQ Stock
Market on that date.  The directors and executive officers of the
company, well as certain other senior executives of the company,
who participate in the company's Long Term Incentive Plan, will
not participate in the Stock Option Plan.  The options will vest
at the rate of 25% per year upon each January 2nd, commencing on
Jan. 2, 2010, and will be exercisable for 10 years after the date
of grant, subject to the terms of the Stock Option Plan.  The
options were granted subject to shareholder approval and will not
be effective until the Stock Option Plan is approved by the
shareholders of the company.  The company expects to submit the
Stock Option Plan to a vote by its shareholders at a meeting of
the shareholders in 2009, most likely its annual meeting of
shareholders, which is usually held in May of each year.  If the
shareholders of the company do not approve the Stock Option Plan,
the options granted under the Stock Option Plan will automatically
terminate.

In addition to the Stock Option Plan, the Compensation Committee
adopted the SAR Plan.  Pursuant to the SAR Plan, on Jan. 2, 2009,
the company granted to its non-union employees stock appreciation
rights with respect to up to 5,269,577 shares of the company's
common stock at an exercise price equal to $3.34 per share, which
was the closing price per share of the company's common stock on
the NASDAQ Stock Market on that date.  Each eligible employee
received one SAR under the SAR Plan for each option that the
employee received under the Stock Option Plan.  Each SAR provides
the employee the right to receive a cash payment from the company
equal to the closing price of the company's common stock on the
date of exercise less the exercise price of the SAR.  The SARs
will vest at the rate of 25% per year upon each January 2nd,
commencing on Jan. 2, 2010, and will be exercisable for 10 years
after the date of grant, subject to the terms of the SAR Plan. If
the shareholders of the company approve the Stock Option Plan, the
SARs granted under the SAR Plan will automatically terminate.

Based on the Jan. 2, 2009, closing price of the company's common
stock of $3.34 per share, the aggregate fair value of the non-
union equity grants is approximately $10.0 million and would be
recognized ratably as compensation expense over the four-year
vesting period.  The aggregate fair value of the non-union equity
grants would be re-measured at the end of each quarter using the
closing share price of the company's common stock at that time.
If the shareholders of the company approve the Stock Option Plan,
the aggregate fair value of the non-union equity grants would be
fixed using the closing share price of the company's common stock
on the date of shareholder approval.

                    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.


* Consumer Groups Welcome Citi's Move to Support Mortgage Changes
-----------------------------------------------------------------
The National Association of Consumer Bankruptcy Attorneys, Center
for Responsible Lending, National Consumer Law Center (on behalf
of its low-income clients), Consumer Federation of America and
Leadership Conference on Civil Rights, in a joint statement,
welcomed Citigroup Inc.'s move to support mortgage modification in
bankruptcy.

The Consumer groups said, "We welcome the support of Citigroup,
one of the nation's largest mortgage lenders, for responsible and
urgently needed legislation that would help stem America's grave
home foreclosure crisis by allowing judges to modify mortgages in
bankruptcy.  It is painfully clear that the continuing, and indeed
worsening, foreclosure crisis is perhaps the single largest
impediment to economic recovery. It is encouraging to see a major
financial industry player and Congress working together to do what
is most effective to keep Americans in their homes and to get this
economy back on its feet.

Bankruptcy Law360 reports that Sen. Richard Durbin, D-Ill., said
during a news conference Thursday that democratic lawmakers have
reached an agreement with Citigroup over proposed legislation to
change the Bankruptcy Code to allow courts to alter the terms of
mortgages.  Lawmkers called it "breakthrough" deal that will help
reduce foreclosures, the report adds.

The Consumer groups said, "We commend the efforts of Senators
Durbin, Schumer and Dodd and Representatives Conyers and Miller,
for reaching this agreement with Citigroup. This major
breakthrough should alleviate any concerns about including this
legislation in the economic recovery package now being developed
by the incoming Obama administration and Congress. Now that a
compromise is in hand, the time for action is now.  We cannot
afford to have the mortgage foreclosure crisis go on one day
longer than is necessary as a millstone around the neck of our
struggling economy.

"We encourage the new Congress and the incoming Obama
Administration to close ranks behind this compromise approach by
taking action now."


* Hedge Funds Lost 18.3% in 2008, According to HFR
--------------------------------------------------
According to Bloomberg News, hedge funds lost 18.3% in 2008, their
worst year on record, as managers misjudged the severity of the
biggest financial crisis since the Great Depression.

A gain of 0.42% in December lessened the average loss for the full
year, Bloomberg said, citing Hedge Fund Research Inc.'s HFRI Fund
Weighted Composite Index.  The decline, according to HFR, was the
largest since it began tracking data in 1990.

"Hedge funds failed to appreciate the magnitude, breadth and
duration of the declines we saw across most markets," said Michael
Rosen, principal at Angeles Investment Advisors LLC in Santa
Monica, California, which advises clients on investments.
Investment losses and client withdrawals reduced industry assets
to $1.1 trillion last month from its peak of $1.9 trillion in
June, according to Morgan Stanley.

              Liquidations Outpaced Launches in 3rdQ

A record number of hedge funds liquidated in the third quarter of
2008, according to data released today by HFRI.  Analysis compiled
in the firm's latest Market Microstructure Quarterly Industry
Report shows that 344 funds closed during the quarter, far
exceeding the previous quarterly record of 267, set in the fourth
quarter of 2006.  A total of 693 funds have liquidated in 2008
through the end of 3Q, or approximately 6.9 percent of the overall
industry.  This reflects a sharp increase of more than 70 percent
over the first three quarters of 2007, during which 409 funds
liquidated.

There were 117 new funds launched in 3Q, bringing the total for
the year to 603, 90 fewer funds than were liquidated during the
same nine-month period.  The third quarter is the first period in
which the industry experienced more liquidations than launches
since HFR started tracking this data in 1996.

HFR said Dec. 17 that on an annualized basis, 2008 was on pace for
more than 920 fund liquidations, easily outpacing the previous
calendar year record of 848, which occurred in 2005, and far
surpassing last year's liquidation total of 563.  There were
minimal discernable trends with regard to fund characteristics, as
the distribution of liquidations was approximately proportional to
the number of funds across strategies, regional investment focus
and geographic location.

Quarterly liquidations of single manager funds were slightly
higher in percentage terms than liquidations of funds of hedge
funds (FOF), with an attrition rate of approximately 3.5% of
single manager hedge funds in 3Q versus just over 3% for funds
of hedge funds.  However, the trend in funds of funds is
significant because the  iquidation total during the first three
quarters of 2008 already exceeds the highest annual total for FOF
closures of 156, also set in 2005.

"The hedge fund industry is currently experiencing a structural
consolidation that mirrors broader trends across the entire
financial industry," said Kenneth J. Heinz, president of HFR.
"The combination of a sustained increase in asset price volatility
with the decrease in liquidity has widened the differentiation
between funds and increased the challenges for both funds and
investors."

Hedge Fund Research, Inc. is a research firm specializing in the
aggregation, dissemination and analysis of alternative investment
information.  HFR is frequently sourced by major international
news media such as The Wall Street Journal, Financial Times, The
Economist, TIME, Newsweek, CNBC, Bloomberg, CNN as well as various
hedge fund industry-specific publications.


* Treasury Faces Criticism From Congressional Panel on TARP
-----------------------------------------------------------
The five-member congressional oversight panel said the U.S.
Treasury has failed to reveal its strategy for the stabilization
of the financial system, Michael R. Crittenden at The Wall Street
Journal reports.

The panel released a report on Friday, saying that the Treasury
hasn't answered questions asked by a government watchdog, and has
done nothing to help struggling homeowners, WSJ states.  According
to WSJ, the panel said that there appear to be "significant gaps"
in Treasury's ability to track hundreds of billions of dollars of
taxpayer money.

WSJ quoted the panel as saying, "The panel's initial concerns
about the [Troubled Asset Relief Program] have only grown,
exacerbated by the shifting explanations of its purposes and the
tools used by Treasury."

The panel, according to WSJ, alleged that the Treasury:

     -- has no ability to ensure banks lend the money they have
        received from the government;

     -- has no standards for measuring the success of the
        program; and

     -- ignores or offers incomplete answers to panel questions.

WSJ reports that the panel said that the Treasury hasn't used any
of TARP's $700 billion to help borrowers refinance or deal with
mortgages that are worth more than the market value of the homes
they are tied to.

Citing Treasury Assistant Secretary Neel Kashkari, who leads the
TARP program, WSJ relates that the Treasury will use already
available quarterly data to compare lending by banks that have
received TARP funds and those that haven't received the funds.
According to the report, the Treasury will collect monthly data
from some of the largest banks that have received capital
injections from the federal government.

Mr. Kashkari said that the Treasury still has $75 billion to
distribute to banks as part of its $250 billion capital-injection
program, WSJ states.  The report quoted him as saying, "This
capital needs to get into the system before it can have the
desired effect."

           Obama to Use TARP Funds for New Purposes

Deborah Solomon and Greg Hitt at WSJ reports that the incoming
Obama administration is in talks with lawmakers as it seeks the
second half of the $700 billion bailout.  WSJ states that the
Obama White House would use TARP funds for new purposes.  Citing
people familiar with the matter, WSJ relates that members of Mr.
Obama's team proposed to use the funds in preventing foreclosures
and imposing tougher conditions on recipients.

According to WSJ, the Obama team wanted to ask for the money even
before President-elect Barack Obama takes office, but is concerned
lawmakers would reject the request.  WSJ says that the Congress
can deny the funds by passing a resolution disapproving of
Treasury's plan within 15 days.  The report states that the
resolution has already been introduced in the House.

WSJ relates that lawmakers led by Financial Services Committee
Chairman Barney Frank are also advancing legislation that would,
among other things:

     -- limit how the money is used,
     -- require a foreclosure-prevention program, and
     -- prohibit banks from using government money to make
        certain acquisitions.

Sen. Christopher Dodd, says WSJ, is trying to find 50 votes to
fight any resolution disapproving the funds.

WSJ states that Lawrence Summers, Mr. Obama's pick to head the
National Economic Council, said that the incoming administration
wants to make changes in the aspects of TARP, especially its
accountability.


* Zirinsky Leaves Cadwalader to Join Greenberg, Says TheLawyer
--------------------------------------------------------------
Greenberg Traurig LLP has hired Bruce R. Zirinsky, the co-chair of
Cadwalader, Wickersham & Taft's bankruptcy practice, Bloomberg
News reported Jan. 9, citing TheLawyer.com.

Mr. Zirinsky, who represented lead debtors in Northwest Airlines
Corp.'s Chapter 11 reorganization, joined Greenberg and brought
along Cadwalader bankruptcy partner John Bae, TheLawyer said,
according to Bloomberg.

Mr. Zirinsky was a partner of the firm of Weil Gotshal before
joining Greenberg as as Co-Chair of its Financial Restructuring
Practice Group.

Mr. Zirinsky is one of the country's leading experts in financial
restructuring and business reorganisations. His clients include
global financial institutions, Fortune 500 corporations,
international real estate development companies and private
enterprises. In addition to counseling large corporations,
creditors, shareholders, and investors involved in many of the
largest US and international reorganizations and restructurings,
Mr. Zirinsky represents clients engaged in mergers and
acquisitions, project finance and corporate finance transactions.

Mr. Zirinsky has specialized in US and international financial
restructurings and reorganizations for almost 26 years. He has
been lead counsel in numerous matters involving the real estate,
transportation, energy, telecommunications, retail, health care,
manufacturing, financial services, insurance, and entertainment
industries. In the 1970s,

In the 1970s, Mr. Zirinsky represented many of the nation's
largest real estate investment trusts. In the 1980s, he devoted a
large portion of his practice to the representation of debtors and
creditors involved in many of the major airline cases, railcar
industry matters, matters involving oil and gas and related
industries, and cases involving the retail industry.

Mr. Zirinsky has played a major role in the US and international
real estate, telecommunications, computer, entertainment, electric
power, and health care industries.  He played a leading role in
the Olympia & York, Cadillac Fairview, Resorts International,
Harrah's Jazz, Trump Hotel, Bally's Grand, Financial News Network,
James Cable, Kenetech, Wang Laboratories, Michigan Healthcare, and
New Jersey Children's Hospital cases. Mr. Zirinsky currently
represents major clients in the Dow Corning and Montgomery Ward
Chapter 11 cases, and in several pending domestic and
international acquisitions.

Neither Greenberg nor Cadwalader has announced Mr. Zirinsky's
transfer.

                About Greenberg Traurig, LLP

Greenberg Traurig, LLP is an international, full-service law firm
with more than 1,800 attorneys and governmental affairs
professionals in the United States, Europe and Asia. The firm was
selected as the 2007 USA Law Firm of the Year by Chambers and
Partners.

Greenberg Traurig serves clients from offices in: Albany, NY;
Amsterdam, The Netherlands; Atlanta, GA; Austin, TX; Boston, MA;
Chicago, IL; Dallas, TX; Denver, CO; Fort Lauderdale, FL; Houston,
TX; Las Vegas, NV; Los Angeles, CA; Miami, FL; Morristown, NJ; New
York, NY; Orange County, CA; Orlando, FL; Palm Beach County, FL;
Philadelphia, PA; Phoenix, AZ; Sacramento, CA; Shanghai, China;
Silicon Valley, CA; Tallahassee, FL; Tampa, FL; Tokyo, Japan;
Tysons Corner, VA; Washington, D.C.; White Plains, NY; Wilmington,
DE; and Zurich, Switzerland. Additionally, the firm has strategic
alliances with the following independent law firms: Olswang,
London, Brussels and Berlin; and Studio Santa Maria, Milan and
Rome.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                                 Total
                                                Share-      Total
                                    Total     holders'    Working
                                    Assets      Equity    Capital
Company              Ticker          ($MM)       ($MM)      ($MM)
-------              ------         ------    --------    -------
ABSOLUTE SOFTWRE     ABT CN           107          (3)        31
APP PHARMACEUTIC     APPX US        1,105         (42)       260
ARBITRON INC         ARB US           162          (9)       (39)
BARE ESCENTUALS      BARE US          272         (25)       125
BLOUNT INTL          BLT US           485         (20)       119
CABLEVISION SYS      CVC US         9,717      (4,966)    (1,583)
CENTENNIAL COMM      CYCL US        1,432      (1,021)       101
CHENIERE ENERGY      LNG US         3,049        (266)       423
CHENIERE ENERGY      CQP US         2,021        (312)       179
CHOICE HOTELS        CHH US           350         (91)        (8)
CLOROX CO            CLX US         4,587        (364)      (396)
CV THERAPEUTICS      CVTX US          392        (226)       286
DELTEK INC           PROJ US          188         (62)        34
DISH NETWORK-A       DISH US        7,177      (2,129)    (1,318)
DOMINO'S PIZZA       DPZ US           441      (1,437)        84
DUN & BRADSTREET     DNB US         1,642        (554)      (206)
DYAX CORP            DYAX US           91         (28)        33
ENERGY SAV INCOM     SIF-U CN         464        (263)       (92)
EXELIXIS INC         EXEL US          255         (23)        (1)
EXTENDICARE REAL     EXE-U CN       1,621         (31)       125
FERRELLGAS-LP        FGP US         1,510         (12)      (114)
GARTNER INC          IT US          1,115         (15)      (253)
GENCORP INC          GY US          1,014         (22)        66
GENERAL MOTO-CED     GM AR        110,425     (58,994)   (18,461)
GENERAL MOTORS       GM US        110,425     (58,994)   (18,461)
GLG PARTNERS-UTS     GLG/U US         592        (344)       129
HEALTHSOUTH CORP     HLS US         1,980        (874)      (218)
IMAX CORP            IMX CN           238         (91)        41
IMAX CORP            IMAX US          238         (91)        41
INCYTE CORP          INCY US          265        (177)       216
INDEVUS PHARMACE     IDEV US          263        (130)        19
INTERMUNE INC        ITMN US          206         (92)       134
KNOLOGY INC          KNOL US          647         (44)        13
LINEAR TECH CORP     LLTC US        1,665        (378)     1,109
MEDIACOM COMM-A      MCCC US        3,688        (279)      (311)
MOODY'S CORP         MCO US         1,694        (894)      (331)
NATIONAL CINEMED     NCMI US          569        (476)        86
NAVISTAR INTL        NAV US        10,390      (1,495)     1,660
NPS PHARM INC        NPSP US          202        (208)        90
OCH-ZIFF CAPIT-A     OZM US         2,224        (173)         -
OSIRIS THERAPEUT     OSIR US           29          (8)       (14)
OVERSTOCK.COM        OSTK US          145          (4)        33
PALM INC             PALM US          661        (151)       (40)
REGAL ENTERTAI-A     RGC US         2,557        (224)      (112)
REVLON INC-A         REV US           877        (999)         8
ROTHMANS INC         ROC CN           545        (213)       102
SALLY BEAUTY HOL     SBH US         1,527        (697)       367
SONIC CORP           SONC US          836         (64)       (13)
SUCCESSFACTORS I     SFSF US          168          (3)         4
SUN COMMUNITIES      SUI US         1,222         (28)         -
SYNTA PHARMACEUT     SNTA US           91         (35)        58
TAUBMAN CENTERS      TCO US         3,182         (20)         -
TEAL EXPLORATION     TEL SJ            70         (36)       (80)
THERAVANCE           THRX US          255        (125)       184
UAL CORP             UAUA US       20,731      (1,282)    (1,583)
UST INC              UST US         1,402        (326)       237
WARNER MUSIC GRO     WMG US         4,476         (86)      (623)
WEIGHT WATCHERS      WTW US         1,110        (901)      (270)
WESTERN UNION        WU US          5,504         (90)       319
WR GRACE & CO        GRA US         3,754        (179)       970



                            *********

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 ***