TCR_Public/090115.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, January 15, 2009, Vol. 13, No. 14

                            Headlines


1388 EAST MAIN STREET: Voluntary Chapter 11 Case Summary
ABMD LIMITED: Case Summary & 19 Largest Unsecured Creditors
ADVANCED MEDICAL: S&P Puts 'B-' Rating on Developing CreditWatch
AGRIPROCESSORS INC: Will Pay Livestock Sellers
ALLTEL CORP: S&P Withdraws 'B+' Corporate Credit Rating

AMAZON.COM: Moody's Reviews Low-B Rating for Possible Upgrade
AMC ENTERTAINMENT: Completes Sale of 100% Stake in Grupo Cinemex
ARVINMERITOR INC: Moody's Downgrades Corp. Family Rating to 'B2'
ASARCO LLC: May Form Joint Venture With Glencore
ASPEN INVESTMENT: Files Schedules of Assets and Liabilities

ASPEN INVESTMENT: Wants to Sell 440-Acre Property in Catawba, NC
ATLAS ENERGY: S&P Affirms Corporate Credit Rating at 'B+'
AVALON HARBOR: Voluntary Chapter 11 Case Summary
BANK OF AMERICA: Gov't to Give Financial Aid for Merrill Buy
BEELER GROUP: Voluntary Chapter 11 Case Summary

BERNARD L. MADOFF: PBGC Joins Bankruptcy Proceeding as Creditor
BLACK DRAGON: Voluntary Chapter 11 Case Summary
BOOMERANG SYSTEMS: Auditor Raises Going Concern Doubt
BROADSTRIPE LLC: Section 341(a) Meeting Slated for February 6
BUILDING 200: Voluntary Chapter 11 Case Summary

BURTON LANDING: Voluntary Chapter 11 Case Summary
CENTURY FOREST: Voluntary Chapter 11 Case Summary
CHARLES CLEMENCY: Voluntary Chapter 11 Case Summary
CHOW TIME FOODS: Voluntary Chapter 11 Case Summary
CHRYSLER LLC: Will Reopen Plants by February

CINRAM INTERNATIONAL: Moody's Downgrades Corporate Rating to 'B2'
CIRCUIT CITY: To Present Auction Results January 16
CITIGROUP INC: Will Keep Brokerage Firm Nikko Cordial
CKO MANAGEMENT: Placed by Owners in Chapter 7; Inn Closed
CLARENCE KABAT: Voluntary Chapter 11 Case Summary

COMMUNITY CONSTRUCTION: Voluntary Chapter 11 Case Summary
COMPLETE PRODUCTION: Moody's Hikes Corp. Family Rating to 'Ba3'
CONNELLY BILLIARD: Voluntary Chapter 11 Case Summary
CONVEY COMMUNICATIONS: Voluntary Chapter 11 Case Summary
CORNERSTONE PARK: Voluntary Chapter 11 Case Summary

DANA HOLDING: S&P Downgrades Corporate Credit Rating to 'B'
DAVID HEYES: Case Summary & 19 Largest Unsecured Creditors
DETROIT RETIREMENT: Moody's Cuts Rating on $500MM Debt to 'Ba2'
DUKE FUNDING: S&P Junks Rating on $1.294 Mil. Class A-1 Notes
EDDIE WIGGINS: Closes Buick Pontiac GMC Dealership

ELAN CORPORATION: Plans for Alternatives Won't Affect Moody's B3
ESCARENT ENTITIES: Case Summary & 20 Largest Unsecured Creditors
ETOWAH RIVER: Voluntary Chapter 11 Case Summary
FAITH EMPOWERED: Voluntary Chapter 11 Case Summary
FALCON RIDGE: Voluntary Chapter 11 Case Summary

FIRSTLIGHT RESOURCES: Fitch Affirms Issuer Default Rating at 'B+'
GARY LORGE: Case Summary & 20 Largest Unsecured Creditors
GANNETT CO: Non-Unionized Employees to Take Unpaid Leave
GLOBAL AUTHENTICATION: Voluntary Chapter 11 Case Summary
GOODY'S FAMILY: Returns to Bankruptcy Court to Liquidate Assets

GOODY'S LLC: Case Summary & 30 Largest Unsecured Creditors
GOODY'S FAMILY: Will Close Lincoln Store on January 22
GOTTSCHALKS INC: Files for Chapter 11 Bankruptcy Protection
GOVERNOR'S ESTATE: Case Summary & 20 Largest Unsecured Creditors
GREATER CORNERSTONE: Voluntary Chapter 11 Case Summary

HABERSHAM DEVELOPMENTS: Voluntary Chapter 11 Case Summary
HAYES LEMMERZ: Fitch Downgrades Issuer Default Rating to 'B-'
HEATHERWOOD HOLDINGS: Voluntary Chapter 11 Case Summary
HEIGHTS VENTURE: Case Summary & 30 Largest Unsecured Creditors
HMSC CORP: S&P Downgrades Counterparty Credit Rating to 'B-'

HYDRON TECHNOLOGIES: Auditor Raises Going Concern Doubt
INSTANT WEB: S&P Downgrades Corporate Credit Rating to 'B-'
INTERSTATE BAKERIES: May Have Fate of Delphi or Solutia
JAMES CLAWSON: Case Summary & 20 Largest Unsecured Creditors
JAZZ PHARMACEUTICALS: Gets Default Notice; Expects Lower Cash Burn

JOHN PINEAU: Case Summary & 20 Largest Unsecured Creditors
JOSE SANTOS RUIZ: Voluntary Chapter 11 Case Summary
KASEY REALTORS: Case Summary & 20 Largest Unsecured Creditors
KREDIT CARE: Case Summary & 20 Largest Unsecured Creditors
LANDRY RESTAURANTS: S&P Keeps B Corp. Credit Rating at Neg. Watch

LEAR CORP: S&P Downgrades Corporate Credit Rating to 'B-'
LEHMAN BROTHERS: May Take 18 to 24 Months to Unwind
LEVEL 3 COMMS: Completes $26MM Offering of 15% Conv. Senior Notes
LEVEL 3 COMMS: Completes Tender Offer for 6% Subordinated Notes
LIVING WORD: Case Summary & 20 Largest Unsecured Creditors

LNI CONSTRUCTION: Files for Chapter 7 Liquidation
LORING ROAD: Case Summary & 13 Largest Unsecured Creditors
LYONDELL CHEMICAL: Bankruptcy Filing Impacts GSC Portfolio
MARIE GILLIS: Case Summary & 20 Largest Unsecured Creditors
MASTEC INC: Moody's Affirms 'Ba3' Corporate Family Rating

MATRIX INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors
MEGOLA INC: Auditor Raises Going Concern Doubt
MERIDIAN PREMIER: Voluntary Chapter 11 Case Summary
MERISANT WORLDWIDE: Receives Approval of "First Day" Motions
MERISANT CO: Gets S&P's 'D' Corporate Rating Due to Ch. 11 Filing

MERISANT WORLDWIDE: Can Access $4MM Wayzata DIP Loan on Interim
MERISANT WORLDWIDE: Seeks More Time to File Schedules & Statement
MERRILL LYNCH: Gov't to Give Financial Aid to BofA Merger
METOKOTE CORP: Cut by S&P to 'B' on Expected 4.5x Leverage Hike
MIDDLETON MOOREHEAD: Voluntary Chapter 11 Case Summary

MIKE VAN CHEVROLET: Case Summary & 5 Largest Unsecured Creditors
MJR ONE: Voluntary Chapter 11 Case Summary
NEIMAN MARCUS: Use of PIK Feature Won't Affect S&P's 'B+' Rating
NELSON SANTANA: Voluntary Chapter 11 Case Summary
NEW YORK SKYLINE: Files for Chapter 11 Bankruptcy Protection

NORTHEAST BIOFUELS: Files for Chapter 11 Bankruptcy in New York
NORTHEAST BIOFUELS: Case Summary & 20 Largest Unsecured Creditors
NORTEL NETWORKS: Files for Bankruptcy in U.S. and Canada
NORTEL NETWORKS: Inability to Access Capital Markets Cues Filing
NORTEL NETWORKS: To Seek Creditor Protection in Europe

NORTEL NETWORKS: Canadian Court Accepts Bankruptcy Petition
NORTEL NETWORKS: LatAm and Asia Units Excluded From Filings
NORTEL NETWORKS: Reaches Deal for Continued Access to EDC Facility
NORTEL NETWORKS: Gets Commitment From Key Supplier Flextronics
NORTEL NETWORKS: Bankruptcy Filing Triggers $1.5B in Default Swaps

NORTEL NETWORKS: Airvana and Catapult Report Exposure
NORTEL NETWORKS: Canadian Units' Voluntary Chapter 15 Case Summ.
NORTEL NETWORKS: Case Summary & 40 Largest Unsecured Creditors
NOVASTAR FINANCIAL: Hires Credentia to Manage Portfolio Assets
PALOMINA GROUP: Voluntary Chapter 11 Case Summary

PARADISE MARINA: Voluntary Chapter 11 Case Summary
PILGRIM'S PRIDE: NYSE to Strike Out Common Stock on January 22
PM LIQUIDATING: Financing Woes Cues Delay in Form 10-Q Filing
PORTFOLIO-AUGUSTA: Voluntary Chapter 11 Case Summary
PORTFOLIO-BRUNSWICK: Voluntary Chapter 11 Case Summary

PRB ENERGY: To Cancel of Common Stock Upon Plan Confirmation
PRECISION PARTS: In Talks With 3 Prospective Buyers
PRESS EX: Voluntary Chapter 11 Case Summary
R.A.E.D. INVESTMENTS: Voluntary Chapter 11 Case Summary
RAMAK JON SEDIGH: Voluntary Chapter 11 Case Summary

RETAIL PRO: Wants to Access $1.3 Million Valens DIP Facility
RETAIL PRO: Wants Proposed Sale Bidding Procedures Approved
RICHARD NASSER: Voluntary Chapter 11 Case Summary
RIVERSIDE COMMONS: Voluntary Chapter 11 Case Summary
ROSALVA RICO: Voluntary Chapter 11 Case Summary

ROSARIO'S MEXICAN: Files for Chapter 11 Bankruptcy Protection
SEALY CORP: Amends Credit Agreement with JPMorgan Chase, et. al.
SAGE COLLEGES: Moody's Cuts Debt Rating to 'Ba2' from 'Baa3'
SAINT VINCENT CATHOLIC: Two Hospitals May File for Bankruptcy
SEMGROUP LP: Court Denies Chevron Triangular Setoff

SHERIDAN GROUP: S&P Affirms Corporate Credit Rating at 'B+'
SHILOH INDUSTRIES: S&P Affirms 'BB-' Corporate Credit Rating
SMITH DEVELOPMENT: Voluntary Chapter 11 Case Summary
SMURFIT-STONE CONTAINER: Bankruptcy Possible Amid Weakening Sales
SOUTHERN DEVELOPMENT: Voluntary Chapter 11 Case Summary

STEPHEN COMBS: Voluntary Chapter 11 Case Summary
STONERIDGE INC: S&P Affirms 'B+' Corporate Credit Ratings
TARGUS GROUP: Narrow Cushions Won't Affect Moody's Junk Rating
TARRAGON CORP: Two Units Files for Chapter 11 Bankruptcy
TEKNI-PLEX INC: Resigned CRO to Stay as Advisor; Names New COO

TEKNI-PLEX INC: Completes Consent Solicitations for Senior Notes
TEKNI-PLEX INC: Grants 157,500 Options to Buy Shares of Stock
TENNECO INC: S&P Downgrades Corporate Credit Rating to 'B+'
TEXAS INDUSTRIES: Moody's Downgrades Corp. Family Rating to 'B1'
TKNY GLOBAL: Voluntary Chapter 11 Case Summary

TRONOX INC: Receives Court Approval of First Day Motions
TROPICANA ENTERTAINMENT: Salient Terms of LandCo Debtors' Plan
TROPICANA ENTERTAINMENT: Salient Terms of OpCo Debtors' Plan
TRUCK IT: Voluntary Chapter 11 Case Summary
TRW AUTOMOTIVE: S&P Downgrades Corporate Credit Rating to 'BB'

TWKWR INC: Files for Chapter 11 Bankruptcy Protection
UNIVERSITY OF SOUTH INDIANA: Moody's Assigns Rating on $50M Bonds
VEGAS ASSISTED: Case Summary & 20 Largest Unsecured Creditors
VIRGIN MOBILE: Reports Preliminary Data for Year ended Dec. 31
WHITNEY LAKE: Files Chapter 11 Plan and Disclosure Statement

WHITNEY LAKE: Wants to Hire Kenneth Krawcheck as Special Counsel
WELLS GROUP: Voluntary Chapter 11 Case Summary
WISCONSIN TERRAZO: Voluntary Chapter 11 Case Summary
WOODSIDE GROUP: Court Sets January 31, 2009 General Bar Date
WORKFLOW MANAGEMENT: S&P Raises Corporate Credit Rating to 'CC'

* FDIC Asks Banks How They're Using Gov't Aid to Help Homeowners
* S&P Says Transportation Sector Faces A Dim Outlook In 2009
* Public Company Filings Up 74% in 2008

* American Discovery Forms Financial Services Division

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000


                            *********


1388 EAST MAIN STREET: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: 1388 East Main Street Trust , LLC
        dba Jacoby's Restaurant
        1388 East Main Street
        Meriden, CT 06450
        Tel: (203) 634-3222

Bankruptcy Case No.: 08-34086

Chapter 11 Petition Date: December 16, 2008

Court: District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Company Description: The Debtor owns and operates Jacoby's
                     Restaurant, a steakhouse in Meriden, Conn.

Debtor's Counsel: Peter L. Ressler, Esq.
                  Groob Ressler & Mulqueen
                  123 York Street, Ste 1B
                  New Haven, CT 06511-0001
                  Tel: (203) 777-5741
                  Fax: 203-777-4206
                  Email: ressmul@yahoo.com

Total Assets: $3,206,249.00

Total Debts: $708,615.00

The petition was signed by Paul Giacobbe, member of the company.

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

               http://bankrupt.com/misc/cb08-34086.pdf


ABMD LIMITED: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: ABMD, Limited
        4280 Willow Creek Drive
        Dayton, OH 45415

Bankruptcy Case No.: 09-30130

Chapter 11 Petition Date: January 13, 2009

Court: Southern District of Ohio (Dayton)

Judge: Lawrence S. Walter

Debtor's Counsel: Richard D Nelson, Esq.
                  rnelson@ctks.com
                  Cohen, Todd, Kite & Stanford LLC
                  250 E Fifth St.,  Suite 1200
                  Cincinnati, OH 45202-4139
                  Tel: (513) 333-5255
                  Fax : (513) 241-4490

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Coolidge, Wall, Womsley & Lombard                $1,700
Suite 600
33 West First Street
Dayton, OH 45402

American Paper Recycling                         Unknown
87 Central Street
Mansfield, MA 02048

Bare Construction                                Unknown
1569 Old Elizabeth Hwy
Bluff City, TN 37618

Carolyn Rice                                     Unknown

City of Vandalia                                 Unknown

Colliers International                           Unknown

Dayton Power and Light                           Unknown
Company

Indiana Department of                            Unknown
Revenue

Ketner Sellers, LLP                              Unknown

KeyBank National                                 Unknown
Association

Muller Martini Corp                              Unknown

Murphy, Inc.                                     Unknown

National City Bank                               Unknown

Ohio Department of Taxation                      Unknown

Osborne Electric Incorporate                     Unknown

Tennessee Department of                          Unknown
Revenue

Vandalia Income Tax Office                       Unknown

Vigitek Ltd.                                     Unknown

Washington County                                Unknown
Tennessee

The petition was signed by managing agent David Mazer.


ADVANCED MEDICAL: S&P Puts 'B-' Rating on Developing CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
CreditWatch listing on Santa Anna, California-based Advanced
Medical Optics Inc.'s subordinated debt to developing from
negative; the debt rating on subordinated issues is 'B-' with a
recovery rating of '6'.  All other ratings for AMO remain on
CreditWatch with negative implications where they were placed on
Oct. 13, 2008, reflecting the impact of the global economic
decline on vision correction refractive procedures.  This action
reflects the announcement that Abbott Laboratories would purchase
AMO for $1.4 billion.

AMO has $1.4 billion of debt outstanding. "If the acquisition is
consummated, S&P's expectation is that the term loan and revolver
will be paid off because of a change of control agreement in the
bank loan; the issuer credit rating and bank loan rating would be
withdrawn," said Standard & Poor's credit analyst Cheryl Richer.
S&P's expectation is that the public debt will be tendered, given
a fundamental change clause in the indenture.  To the extent that
this debt remains outstanding, the rating would likely be raised
more in line with Abbott's senior unsecured debt, depending upon
its position in the capital structure.

AMO generated $72 million of discretionary cash flow in for the 12
months ended Sept. 30, 2008 and had $35 million of cash at the end
of the third quarter.  The company was in compliance with its debt
covenants at that time, and subsequently reduced debt by
$84 million; pro forma for the debt reduction, however, there was
only about 12% headroom under the tightest covenant (per S&P's
calculations).  As a result, ownership by Abbott would resolve
S&P's concern regarding the potential for a covenant breach within
the next few quarters.


AGRIPROCESSORS INC: Will Pay Livestock Sellers
----------------------------------------------
Jean Caspers-Simmet at Agri News reports that livestock sellers
who didn't get money for cattle sold to Agriprocessors Inc. will
be paid.

Agri News states that livestock sellers, poultry growers, and
poultry cash sellers who filed claims against Agriprocessors are
from:

     -- Iowa,
     -- Minnesota,
     -- Wisconsin,
     -- Illinois,
     -- Indiana, and
     -- South Dakota.

Agri News relates that Joe Sarachek, the Chapter 11 Bankruptcy
Trustee for Agriprocessors, sought permission from the U.S.
Bankruptcy Court to pay the claims filed by the livestock sellers
under the Packers and Stockyards Act against.  Valid livestock
claims of $2.13 million have been made, the report states, citing
the Grain Inspection Packers and Stockyards Administration
analysts.

According to Agri News, the cash bond for livestock sellers has a
value of $1.2 million.  Agriprocessors was required to have the
cash bond under the Packers and Stockyards Act, says the report.
The report states that $7 million in cash proceeds are subject to
the Packers and Stockyards statutory trust, which includes all the
inventory and receivables from the meat and poultry products.

Agri News reports that Mr. Sarachek asked that the livestock
sellers' claims be paid first from the cash bond and then from
trust funds.  According to the report, Mr. Sarachek also asked
that cash bond depository Luana Savings Bank turn over the
proceeds of the cash bond so that he can use the money to pay the
livestock sellers.

Headquartered in Postville, Iowa, Agriprocessors Inc. --
http://www.agriprocessor.com/-- operates a kosher meat and
poultry packing processors located at 220 North West Street.  The
company maintains an executive office with 50 employees at 5600
First Avenue in Brooklyn, New York.  The company filed for Chapter
11 protection on Nov. 4, 2008 (Bankr. E. D. N.Y. Case No. 08-
47472).  The case, according to McClatchy-Tribune, has been
transferred to Iowa.  Kevin J. Nash, Esq., at Finkel Goldstein
Rosenbloom & Nash represents the company in its restructuring
effort.  The company listed assets of $100 million to
$500 million and debts of $50 million to $100 million.


ALLTEL CORP: S&P Withdraws 'B+' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'B+'
corporate credit rating on ALLTEL Corp. and intermediate holding
company ALLTEL Communications Inc., as well as the 'BB-' issue-
level and '2' recovery ratings on ALLTEL Communications' secured
bank loan.

These ratings had been on CreditWatch, with positive implications
since June 5, 2008.  This action follows the recent close of the
acquisition of ALLTEL by Cellco Partnership (d/b/a Verizon
Wireless) (A/Negative/--), which is 55% owned and operated by
Verizon Communications Inc. (A/Negative/A-1).


AMAZON.COM: Moody's Reviews Low-B Rating for Possible Upgrade
-------------------------------------------------------------
Moody's Investors Service placed on review for possible upgrade
the long term ratings of Amazon.com and affirmed the company's
speculative grade liquidity rating at SGL-1.  The review for
possible upgrade is prompted by Amazon's announcement that it had
achieved its best holiday sales performance ever.  Given this
announcement Moody's expect that Amazon met its fourth quarter
sales and earnings guidance which reflected a solid growth in
sales.  Amazon's ability to achieve sizable sales growth with a
reasonable level of profitability during a very challenging retail
climate is strong evidence of the stability and success of
Amazon's business model.  The review also acknowledges Amazon's
very good liquidity and solid credit metrics.

The review for upgrade will focus on Amazon's final 2008 results,
as well as its financial performance outlook for 2009.  The review
will also focus on the company's liquidity, capital structure, and
financial policies going forward.  The review will also consider
Amazon's ability to continue to maintain its current level of
sales growth and earnings during the current difficult retail
environment.

The speculative grade liquidity rating of SGL-1 reflects very good
liquidity.  This rating is supported by the company's sizable
level of cash and marketable securities (approximately
$2.3 billion at September 30, 2008).  This level of cash and
marketable securities compensates for the company's lack of a
committed bank credit facility.  It has ample sources of alternate
sources of liquidity as the majority of its assets are
unencumbered.

These ratings are placed on review for possible upgrade:

  -- Corporate family rating at Ba1;
  -- Probability of default rating at Ba1;
  -- Senior subordinated notes at Ba2;
  -- Senior unsecured shelf rating at (P)Ba1;
  -- Senior subordinated shelf rating at (P)Ba2;
  -- Preferred stock shelf rating at (P)Ba2.

This rating is affirmed:

  -- Speculative grade liquidity rating at SGL-1.

LGD assessments and point estimates are subject to change.
The last rating action on Amazon.com was on February 15, 2008 when
its corporate family rating was upgraded to Ba1 from Ba2 with a
positive outlook.

Amazon.com, headquartered in Seattle, Washington, is the world's
largest internet based retailer.  Total revenues were
approximately $18 billion for the twelve month period ended
September 30, 2008.


AMC ENTERTAINMENT: Completes Sale of 100% Stake in Grupo Cinemex
----------------------------------------------------------------
AMC Entertainment Inc.'s subsidiaries completed the sale of the
100% ownership interest in Grupo Cinemex, S.A. de C.V. and
Symphony Subsisting Vehicle, S. de R.L. de C.V. owned by AMCE and
its subsidiaries to Entretenimiento GM de Mexico S.A. de C.V.
pursuant to a definitive Stock Purchase Agreement dated as of Nov.
5, 2008.  Cinemex operates 44 theatres with 493 screens in the
Mexico City Metropolitan area.

As provided in the Agreement, on Dec. 29, 2008, the stockholders
of Cinemex and equity holders of Symphony received $315,000,000 in
cash, decreased by the amount of net funded indebtedness of
Cinemex and other specified items of $66,859,447, in exchange for
all of their equity interests in Cinemex and Symphony.   The
Agreement provides for additional adjustments to the sales price
subsequent to Dec. 29, 2008, for items as a working capital
calculation, post-closing adjustments and tax payments and
refunds.

A full-text copy of the Amendment To Stock Purchase Agreement is
available for free at http://ResearchArchives.com/t/s?37f5

                    About AMC Entertainment

Headquartered in Kansas City, Missouri, AMC Entertainment Inc.
-- http://www.amctheatres.com/-- is a theatrical exhibition
company.  As of July 3, 2008, the company owned, operated or had
interests in 353 theatres and 5,117 screens, with 89% or 4,569 of
its screens in the U.S. and Canada and 11%, or 548 of its screens
in Mexico, China (Hong Kong), France and the United Kingdom.

The company's principal direct and indirect owned subsidiaries are
American Multi-Cinema Inc., Grupo Cinemex, S.A. de C.V. and AMC
Entertainment International Inc.

For thirteen weeks ended Oct. 2, 2008, the company reported net
earnings of US$3.6 million compared with net earnings of
US$36.9 million for the same period in the previous year.

For twenty-six weeks ended Oct. 2, 2008, the company reported net
earnings of US$14.4 million compared with net earnings of
US$59.0 million for the same period in the previous year.

At Oct. 2, 2008, the company's balance sheet showed total assets
of US$3.7 billion, total liabilities of US$2.6 billion and
stockholders' equity of US$1.1 billion.

As of Oct. 2, 2008, the company was in compliance with all
financial covenants relating to the Senior Secured Credit
Facility, the Cinemex Credit Facility, the Notes due 2016, the
Notes due 2014, and the Fixed Notes due 2012.

                         *     *     *

To date, AMC Entertainment Inc. still carries Fitch Ratings'
'CCC+' senior subordinate rating assigned on Jan. 12, 2006.


ARVINMERITOR INC: Moody's Downgrades Corp. Family Rating to 'B2'
----------------------------------------------------------------
Moody's Investors Service lowered the Corporate Family and
Probability of Default ratings of ArvinMeritor, Inc. to B2 from
B1.  In a related action, the rating of the senior secured
revolving credit facility was lowered to Ba2 from Ba1, and the
rating of the senior unsecured notes was lowered to B3 from B2.
The ratings remain on review for further possible downgrade.
ArvinMeritor's Speculative Grade Liquidity Rating also was lowered
to SGL-3 from SGL-2.

The downgrade of ArvinMeritor's Corporate Family Rating to B2
reflects the expected impact of a dramatic decline of global
economic conditions and challenges in the global credit markets on
the demand for commercial vehicles and passenger cars.  These
conditions curtailed the company's financial performance and
contributed to the recent announcement that the company currently
can not capture the appropriate value for its Light Vehicles
Segment business by selling the business as a whole.  As a result
of this announcement and deteriorating global automobile
production volumes, Moody's believes the LVS business will have
negative earnings and cash flow impacts on the company for a
longer period than previously anticipated.  However, the company
stated that it remains committed to separating the LVS business.
Because of the increasingly difficult business environment,
ArvinMeritor withdrew its full year fiscal 2009 guidance in
December, and subsequently withdrew its first quarter 2009
guidance with the announced deferral of the LVS divestment.  The
sequential suspension of guidance estimates suggests more rapid
deterioration in the company's operating performance, and when
coupled with the potential for a prolonged financial drain from
the LVS business, indicates that overall financial metrics will
weaken further.

The review will consider ArvinMeritor's potential to develop
strategic alternatives for the LVS business and any potential
operational improvements which the company can implement to
improve business performance.  The review will also consider the
impact of deteriorating economic conditions on ArvinMeritor's
ongoing commercial vehicle segment and the company's ability to
maintain credit metrics consistent with the assigned ratings
through further restructuring initiatives.  While ArvinMeritor's
operating performance has benefited from recent restructuring
actions, the production of commercial vehicles for 2009 in North
America and abroad is expected to be further negatively impacted
by weakening global economies and continuing tight credit markets.
At September 30, 2008, ArvinMeritor's LTM EBIT/Interest coverage
was 2.5x and debt/EBITDA was 4.5x, both including Moody's standard
adjustments.

The review will also focus on ArvinMeritor's ability to maintain
adequate levels of liquidity over the coming months.  A
deterioration in liquidity resulting from the rapid decline in the
company's end markets, required payment of debt maturities,
reductions in the company's securitization facilities, or from
other requirements, may cause the ratings to be lowered.

ArvinMeritor's Speculative Grade Liquidity rating of SGL-3
indicates adequate liquidity over the next twelve months.  As of
September, 30 2008 the company had approximately $497MM of cash on
hand, about half of the cash is located in the U.S. and Europe.
The company's previously withdrawn 2009 guidance provided in
November 2008 indicated an expectation of breakeven FCF.  With the
significant deterioration of global economies and financial
markets, and uncertainty over the disposition of the company's LVS
business, negative FCF will likely result in fiscal 2009.
ArvinMeritor's $700MM revolving credit facility was undrawn at
September 30, 2008 with $38 million of LCs outstanding.  The
facility matures in June 2011.  Moody's believes there are a
number of cash uses over the next twelve months, including $77
million of unsecured note maturities in 2009.  Also, as of
September 30, 2009 the company utilized about $521 million of
securitization/factoring facilities which mature within one year.

If current market conditions continue to deteriorate, the company
may be required to refinance some of the outstanding
securitizations/factoring arrangements with its revolving credit
facility or with cash, limiting current liquidity levels.  The
principal financial covenant is a senior secured leverage test of
2.5 times through March 31, 2009 and 2.0 times thereafter.
Reduced operating performance due to industry pressures, combined
with any additional revolver funding, may pressure covenant
cushions over the next twelve months.  The revolving credit is
secured by a first lien on certain assets of the company of about
$850MM and by a second lien on the receivables securing the
company's domestic securitization facilities.  Negative covenants
under the revolver limit both annual and cumulative amounts of
asset sales.

These ratings are lowered and remain under review for possible
downgrade:

ArvinMeritor, Inc.

  -- Corporate Family Rating, to B2 from B1

  -- Probability of Default, to B2 from B1

  -- Senior Secured bank debt, to Ba2 (LGD1, 7%) from Ba1 (LGD1,
     7%)

  -- Senior Unsecured notes, to B3 (LGD4, 61%) from B2 (LGD4, 61%)

  -- Shelf unsecured notes, to (P)B3 (LGD4, 61%) from (P)B2 (LGD4,
     61%)

  -- Speculative Grade Liquidity Rating, to SGL-3 from SGL-2

Arvin International PLC

  -- Unsecured notes guaranteed by ArvinMeritor, Inc., to B3
     (LGD4, 61%) from B2 (LGD4, 61%)

The last rating action on ArvinMeritor was on May 30, 2008 when
the B1 Corporate Family Rating was affirmed.

ArvinMeritor, Inc., headquartered in Troy, Michigan, is a global
supplier of a broad range of integrated systems, modules and
components serving light vehicles, commercial trucks, trailers,
and specialty original equipment manufacturers as well as certain
aftermarkets.  Revenues in fiscal 2008 were approximately
$7.2 billion.


ASARCO LLC: May Form Joint Venture With Glencore
------------------------------------------------
Reuters, citing court proceedings, said that Asarco LLC may form a
venture with Glencore International AG, a creditor and
Switzerland-based metals trader.  According to Reuters, Asarco
LLC's attorney said that Glencore, has submitted a written
proposal that Asarco would consider along with a stand-alone plan
it is putting together.

Glencore, the report says, had previously said in court documents
that it was interested in joining a bid to buy the assets.

ASARCO LLC and its affiliates recently asked the U.S. Bankruptcy
Court for the Southern District of Texas to further extend their
exclusive period to file a Chapter 11 plan of reorganization,
through March 17, 2009.

The Debtors' Chapter 11 cases have undergone significant changes
since their last request for exclusivity extension, relates Jack
L. Kinzie, Esq., at Baker Botts L.L.P., in Dallas, Texas.  The
Debtors filed a plan on July 31, 2008, predicated on the closing
of a sale of ASARCO LLC's operating assets to Sterlite (USA),
Inc., for $2,600,000,000. On August 26, the Parent also filed a
Chapter 11 plan for ASARCO.  However, after the Bankruptcy Court
approved the disclosure statements and solicitation commenced on
both the Debtors' and the Parent's plans, Sterlite backed out on
its obligations to close the asset acquisition deal absent a
material price reduction.  Sterlite cited the recent volatile
condition of the copper market for the withdrawal of its
commitment.  As a result, ASARCO terminated the Sterlite purchase
agreement and reserved all its rights under the deal.  Sterlite
and the Debtors attended mediation but have not resolved issues in
connection with Sterlite's repudiation of the asset purchase
agreement.

ASARCO LLC said that since the Sterlite Repudiation, they have
proceeded cautiously in the recent volatile copper market and
continue to assess their options for emergence from bankruptcy,
including:

  -- entering into a settlement and amended agreement with
     Sterlite;

  -- pursuing a breach of contract action against Sterlite;

  -- selling ASARCO's assets to another buyer;

  -- filing a stand-alone plan; or

  -- some combination of their options.

The Debtors disclose that they have been in constant
communication with their major creditor constituents and that
they continue to work towards global resolution of their major
contingent liabilities, while also negotiating the significant
terms of a consensual amended Chapter 11 plan.

                         About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
and investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.

When ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.

ASARCO LLC has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos.
05-20521 through 05-20525).  They are Lac d'Amiante Du Quebec
Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company,
Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors.  Former judge Robert C. Pate
has been appointed as the future claims representative.  Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006.  (Bankr. S.D. Tex. Case No. 06-20774
to 06-20776).

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008.  The plan incorporates
the sale of substantially all of the Debtors' assets to Sterlite
Industries, Ltd., for US$2,600,000,000.

Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted a reorganization plan to retain its equity interest
in ASARCO LLC, by offering full payment to ASARCO's creditors in
connection with ASARCO's Chapter 11 case.  AMC would provide up to
US$2.7 billion in cash as well as a US$440 million guarantee to
assure payment of all allowed creditor claims, including payment
of liabilities relating to asbestos and environmental claims.
AMC's plan is premised on the estimation of the approximate
allowed amount of the claims against ASARCO.

Asarco Inc. and AMC are represented by Luc A. Despins, Esq., at
Milbank, Tweed, Hadley & McCloy LLP, in New York.

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


ASPEN INVESTMENT: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Aspen Investment Company, L.L.C., filed with the U.S. Bankruptcy
Court for the Western District of North Carolina, its schedules of
assets and liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------            -----------     ------------
  A. Real Property               $39,230,000
  B. Personal Property                  $186
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $20,205,492
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $54,643
                                 -----------      -----------
TOTAL                            $39,230,186      $20,260,136

Based in Harpers Ferry, W. Virginia, Aspen Investment Company,
L.L.C. owns a parcel of undeveloped real property located in
Catawba County, North Carolina containing approximately 440 acres.
The company filed for Chapter 11 relief on Oct.9, 2008 (Bankr.
W.D. N.C. Case No. 08-1140).  Richard M. Mitchell, Esq., at
Mitchell & Culp, PLLC, represents the Debtor as counsel.


ASPEN INVESTMENT: Wants to Sell 440-Acre Property in Catawba, NC
----------------------------------------------------------------
Aspen Investment, L.L.C., asks the U.S. Bankruptcy Court for the
Western District of North Carolina for approval of the sale of its
approximately 440 acres of undeveloped real property located in
Catawba County, North Carolina to Univeral Partners of North
Carolina, LLC for a minimum amount of $21,000,000.

The Debtor tells the Court that the total debt is substantially
less than the sale price of the property.

The Debtor says that it is in the process of preparing a plan of
liquidation that will provide for payment in full of all creditors
from the sale of the property.  Bank of Granite, who holds a
secured claim of $8,625,000, has requested relief from the stay in
order to be allowed to foreclose.

Based in Harpers Ferry, W. Virginia, Aspen Investment Company,
L.L.C. owns a parcel of undeveloped real property located in
Catawba County, North Carolina containing approximately 440 acres.
The company filed for Chapter 11 relief on Oct.9, 2008 (Bankr.
W.D. N.C. Case No. 08-1140).  Richard M. Mitchell, Esq., at
Mitchell & Culp, PLLC, represents the Debtor as counsel.  In its
schedules, Aspen Investment listed total assets of $39,230,186 and
total debts of $20,260,136.


ATLAS ENERGY: S&P Affirms Corporate Credit Rating at 'B+'
---------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings, including the 'B+' corporate credit rating, on Atlas
Energy Resources LLC.  At the same time, S&P revised the outlook
to negative from stable.  As of Sept. 30, 2008, Moon Township,
Pennsylvania-based ATN had $862 million in debt.

"We believe that ATN's credit profile could worsen because of
recent developments at sister company, Atlas Pipeline Partners
L.P.," said Standard & Poor's credit analyst David Lundberg.

S&P recently placed APL's ratings, including the 'B+' corporate
credit rating, on CreditWatch with negative implications due to
tightening liquidity and concerns that it could breach a financial
covenant.  Atlas America Inc. (unrated), the ultimate parent
company, controls and owns a significant equity stake in both ATN
and APL.

S&P does not necessarily expect ATN's and APL's credit ratings to
move in lock step.  There are no cross-defaults between the debt
at ATN and APL, and ATN could continue as a going concern in the
event that APL were to file for bankruptcy (and vice-versa).
However, APL's gathering assets are highly strategic to ATN.  They
support the vast majority of ATN's Appalachian wells and, at a
minimum, it would be disruptive if APL were to file for
bankruptcy.  ATN's Appalachian production represents about 35% of
company-wide production.  In addition, there are shared management
team and Board of Director members at Atlas America, ATN, and APL.
In APL's last earnings call, management spoke of pursuing
strategic alternatives and stated that it is in discussions
internally and with affiliates.  Should APL sell certain assets to
ATN, ATN's financial leverage and liquidity could worsen,
depending on the financing.

The rating on ATN reflects the company's limited scale and
geographic diversity, aggressive financial leverage, and
substantial quarterly distributions to unit holders.  These
weaknesses are partially offset by the low geological risk
inherent in the company's reserve base, its long reserve life, and
the fee income that is generated by the company's partnership
management business.


AVALON HARBOR: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Avalon Harbor II, L.P.
        1601 W. Webster #9
        Houston, TX 77019

Bankruptcy Case No.: 09-30187

Chapter 11 Petition Date: January 6, 2009

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

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

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

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

The petition was signed by Namir Faidi, chairman of general
partner.

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

             http://bankrupt.com/misc/tsb09-30187.pdf


BANK OF AMERICA: Gov't to Give Financial Aid for Merrill Buy
------------------------------------------------------------
The U.S. government would give billions in financial aid to Bank
of America Corp. to help it close its acquisition of Merrill Lynch
& Co., Dan Fitzpatrick, Damian Paletta, and Susanne Craig at The
Wall Street Journal report, citing people familiar with the
matter.

According to WSJ, BofA approached the Treasury Department in
December 2008 to ask for financial assistance.  BofA, says the
report, has already received $25 billion from the government.
BofA said that it was unlikely to complete its Jan. 1 purchase of
Merrill Lynch due to that company's larger-than-expected losses in
the fourth quarter, the report states, citing a source.

People familiar with the matter said that the Treasury agreed to
work with BofA on the "formulation of a plan" that includes new
capital from the $700 billion Troubled Asset Relief Program, WSJ
relates.  WSJ states that the sources said that the Federal
Reserve, the Federal Deposit Insurance Corp., and the Treasury
Department are involved in the negotiations.  According to the
report, a source said that the amount and terms are still being
finalized.  The report says that details would be disclosed with
BofA's fourth-quarter earnings, which will be released on
Jan. 20.

WSJ states that any possible arrangement might protect BofA from
losses on Merrill's bad assets.  According to WSJ, a source said
that there would be a cap on the amount of losses BofA would have
to absorb, while the government will absorb the remainder.

Citing people familiar with the matter, WSJ relates that Treasury
Secretary Henry Paulson was worried that without government help
the BofA-Merrill Lynch merger wouldn't close, leaving Merrill
Lynch adrift.  A source said that when the merger closed at the
start of this year, it was with the understanding the two sides
would come up with a plan afterwards.

                      About Bank of America

Bank of America Corporation -- https://www.bankofamerica.com/ --
is a bank holding company in North Carolina.  Through its banking
subsidiaries and various non-banking subsidiaries throughout the
United States and in selected international markets, Bank of
America provides a diversified range of banking and non-banking
financial services and products through three business segments:
Global Consumer and Small Business Banking, Global Corporate and
Investment Banking, and Global Wealth and Investment Management.
The company operates in 32 states, the District of Columbia and 30
foreign countries.  In the United States, it serves 59 million
consumer and small business relationships with 6,100 retail
banking offices, 18,500 automated teller machines and 24 million
active online users.  It offers services in 13 states.  In October
2007, it acquired ABN AMRO North America Holding Company.  In July
2007, it acquired U.S. Trust Corporation.

In July 2008, Bank of America acquired Countrywide Financial Corp.
As reported by the Troubled Company Reporter on Dec. 3, 2008, a
group of bond investors sued Countrywide Financial Corp.,
demanding that Countrywide buy every mortgage loan for which
Countrywide agrees to reduce payments under a settlement it
entered into with 15 state attorneys general.  The suit demanded
that Countrywide compensate holders of some securities backed by
mortgages if it changes the terms of the loans.  The lawsuit was
filed on behalf of Greenwich Financial Services Distressed
Mortgage Fund 3 LLC and QED LLC before the New York State Supreme
Court.  The suit said that Countrywide and parent Bank of America
would be liable to pay hundreds of trusts a total of about
$80 billion for loans it modifies.  The suit alleged that
Countrywide didn't plan to bear the $8.4-billion cost of the loan
modification but to shift that cost to 374 trusts into which its
loans were securitized, harming bond investors.


BEELER GROUP: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Beeler Group, LLC
        2585 Beeler Dr. SW, #33
        Atlanta, GA 30315

Bankruptcy Case No.: 09-60260

Chapter 11 Petition Date: January 5, 2009

Court: Northern District of Georgia (Atlanta)

Judge: James Massey

Debtor's Counsel: Carolyn V. Jordan
                  2600 Centry Parkway, Suite 100
                  Atlanta, GA 30345
                  Tel: (404) 633-3030

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

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

The petition was signed by Bernadine Ballard, member and manager
of the company.

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

             http://bankrupt.com/misc/gnb09-60260.pdf


BERNARD L. MADOFF: PBGC Joins Bankruptcy Proceeding as Creditor
---------------------------------------------------------------
Amir Efrati and Jeffrey Mccracken at The Wall Street Journal
report that the Pension Benefit Guaranty Corp. has joined as a
creditor in a Manhattan bankruptcy-court proceeding involving
Bernard L. Madoff Investment Securities LLC, which is being
liquidated by a court-appointed trustee.

WSJ quoted PBGC spokesperson Jeff Speicher as saying, "The agency
has a responsibility to carry out its mission to protect pension
plans in the event of a bankruptcy.  The PBGC insures almost
30,000 pension plans.  One or more of those plans may be exposed
to losses as a result of the Madoff investment scandal."

   Union Bancair Privee Invested in Madoff Despite Warnings

Citing people familiar with the matter, Cassell Bryan-Low at WSJ
relates that Swiss bank Union Bancaire Privee, despite warnings
from its research team in 2007, kept hundreds of millions of
dollars of its wealthy clients' money into Bernard L. Madoff
Investment.

According to WSJ, UBP was part of an international network of
feeder funds that channeled money into Bernard L. Madoff
Investment.  UBP, WSJ relates, said that has $700 million in
Madoff-related investments through its funds-of-funds and client
portfolios.

WSJ, citing people familiar with the matter, states that UBP's
research department had recommended that Bernard L. Madoff be
stricken from a list of fund managers approved for its clients'
investments.  The sources said that some of UBP's most senior
executives were aware of the concerns and discussed them, WSJ
says.  According to the report, UBP ultimately left hundreds of
millions of dollars of its customers' money with Mr. Madoff.

                   About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC was a market maker in
US stocks, including all of the S&P 500 and more than 350 Nasdaq
stocks.  The firm moved large blocks of stock for institutional
clients by splitting up orders or arranging off-exchange
transactions between parties.  It also performed clearing and
settlement services.  Clients included brokerages, banks, and
other financial institutions.  In addition, Madoff Securities
managed assets for high-net-worth individuals, hedge funds, and
other institutional investors.

The firm is being liquidated in the aftermath of a fraud scandal
involving founder Bernard L. Madoff.

As reported by the Troubled Company Reporter on Dec. 15, 2008, the
Securities and Exchange Commission charged Bernard L. Madoff and
his investment firm, Bernard L. Madoff Investment Securities LLC,
with securities fraud for a multi-billion dollar Ponzi scheme that
he perpetrated on advisory clients of his firm.  The estimated
losses from Madoff's fraud were at least $50 billion.

Also on Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S.
District Court for the Southern District of New York granted the
application of the Securities Investor Protection Corporation for
a decree adjudicating that the customers of BLMIS are in need of
the protection afforded by the Securities Investor Protection Act
of 1970.  Irving H. Picard, Esq., was appointed as trustee for the
liquidation of BLMIS, and Baker & Hostetler LLP was appointed as
counsel.


BLACK DRAGON: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Black Dragon Resources Companies, Inc.
        110 Highway 1 North
        Oil City, LA 71061
        Tel: (318) 995-0404
        Fax: (318) 995-0708

Bankruptcy Case No.: 08-13719

Chapter 11 Petition Date: December 16, 2008

Court: Western District of Louisiana (Shreveport)

Company Description: The Company specializes in increasing the
                     production of crude oil and natural gas from
                     wells whose production amounts to 15 barrels
                     of crude oil or less per day.
                     See: http://www.black-dragonoil.com/

Debtor's Counsel: Barry W. Miller, Esq.
                  Heller, Draper, Hayden, Patrick & Horn, LLC
                  650 Poydras Street, Suite 2500
                  New Orleans, LA 70130
                  Tel: (504) 299-3300
                  Fax: (504) 299-3399
                  Email: bwmplc@hotmail.com

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

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

The petition was signed by Clyde Smith, president of the company.

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


BOOMERANG SYSTEMS: Auditor Raises Going Concern Doubt
-----------------------------------------------------
Liebman Goldberg & Drogin, LLP, in Garden City, New York, in a
letter dated January 5, 2009, to the Audit Committee of Boomerang
Systems, Inc., expressed substantial doubt about the company's
ability to continue as a going concern.

The firm audited the consolidated balance sheet of Boomerang
Systems, Inc., and its subsidiaries as of September 30, 2008, and
the related consolidated statements of operations, stockholders'
deficit and cash flows for each of the two fiscal years ended
September 30, 2008.

"The company has no material revenues, has suffered recurring
losses from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going
concern," the auditor said.

As of September 30, 2008, the company's balance sheet showed total
assets of $1,046,752 and total liabilities of $4,827,427,
resulting in total stockholders' deficit of $3,780,675.  The
company posted a net loss of $8,684,451 for the year ended
September 30, 2008, compared with a net loss of $2,450,880 for the
same period a year earlier.  "We had negative cash flow from
operations for the year ended September 30, 2008 and during the
year ended September 30, 2007 in the amount of $4,157,154 and
$144,657, respectively," Chief Executive Officer Stanley J.
Checketts disclosed in a regulatory filing with the Securities and
Exchange Commission.  "These factors create uncertainty whether we
can continue as a going concern. Our plans to mitigate the effects
of the uncertainties on our continued existence are:

   1) to raise additional equity capital;

   2) to restructure our existing debt; and

   3) to pursue our business plan and seek to generate positive
      operating cash flow.

Management believes that these plans can be effectively
implemented in the next twelve-month period. However, our ability
to continue as a going concern is dependent on the implementation
and success of these plans."

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

                   About Boomerang Systems Inc.

Boomerang Systems, Inc., is engaged in the design, development,
marketing and sale of automated racking and retrieval systems for
automobile parking and automated racking and retrieval systems for
self-storage units.  Three of its systems, considered by
management to be pilot demonstration systems, have been built and
are operating in Logan, Utah with a fourth one currently being
built.  The company is in the inception stage of its operations.


BROADSTRIPE LLC: Section 341(a) Meeting Slated for February 6
-------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, will convene
a meeting of creditors of Broadstripe LLC and its debtor-
affiliates on Feb. 6, 2009, at 11:00 a.m., J. Caleb Boggs Federal
Building, 2nd Floor, Room 2112 in Wilmington, Delaware.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in the Debtor's bankruptcy cases.

Attendance by the Debtor's creditors at the meeting is welcome,
but not required.  The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtor's representative under
oath about the Debtor's financial affairs and operations that
would be of interest to the general body of creditors.

                      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.


BUILDING 200: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Building 200 Sycamore, LLC
        423 Waterford Drive
        Cartersville, GA 30153

Bankruptcy Case No.: 09-40058

Chapter 11 Petition Date: January 6, 2009

Court: Northern District of Georgia (Rome)

Judge: Mary Gace Diehl

Debtor's Counsel: Herbert C. Broadfoot, II
                  Ragsdale, Beals, Seigler, et al.
                  2400 International Tower
                  229 Peachtree Street, N.E.
                  Atlanta, GA 30303
                  Tel: (404) 588-0500
                  Fax: (404) 523-6714
                  Email: broadfoot@rbspg.com

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

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

The petition was signed by C. Michael Garrett, manager of the
company.

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

             http://bankrupt.com/misc/gnb09-40058.pdf


BURTON LANDING: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Burton Landing, LLC
        7525 Picardy Avenue, Suite 220
        Baton Rouge, LA 70808

Bankruptcy Case No.: 08-11705

Chapter 11 Petition Date: December 16, 2008

Court: Middle District of Louisiana (Baton Rouge)

Debtor's Counsel: Douglas S. Draper, Esq.
                  Heller, Draper, Hayden, Patrick & Horn, LLC
                  650 Poydras Street, Suite 2500
                  New Orleans, LA 70130-6103
                  Tel: (504) 299-3300
                  Fax: (504) 299-3399
                  Email: ddraper@hellerdraper.com

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

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

The petition was signed by Lacy C. Howe, member of the
company.

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

               http://bankrupt.com/misc/lmb08-11705.pdf


CENTURY FOREST: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor:  Century Forest Products, Inc.
         134 Elon Road
         Madison Heights, VA 24572
         Tel: (336) 665-9939

Bankruptcy Case No.: 09-10016

Chapter 11 Petition Date: January 6, 2009

Court: Middle District of North Carolina (Greensboro)

Company Description: The Debtor supplies lumber, plywood, and
                     mouldings in North Carolina and Florida.
                     See: http://www.centuryforest.com/

Debtor's Counsel: Charles M. Ivey, III
                  Ivey, McClellan, Gatton, & Talcott, LLP
                  100 S. Elm St., Suite 500
                  Greensboro, NC 27401
                  Tel: (336) 274-4658
                  Fax: 336-274-4540
                  Email: jlh@imgt-law.com

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

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

The petition was signed by George P. Ramsey III, president of
the company.

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

             http://bankrupt.com/misc/ncmb09-10016.pdf


CHARLES CLEMENCY: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Charles F. Clemency, Jr.
        Kathleen L. Clemency
        7 Secretario Way
        Hamilton Square, NJ 08690

Bankruptcy Case No.: 08-34903

Chapter 11 Petition Date: December 15, 2008

Court: District of New Jersey (Trenton)

Judge: Raymond T. Lyons, Jr.

Debtor's Counsel: Daniel M. Eliades, Esq.
                  Kimberly J. Salomon
                  Forman Holt Eliades & Ravin LLC
                  80 Route 4 East
                  Paramus, NJ 07652
                  (201) 845-1000
                  Email: deliades@formanlaw.com
                  Email: ksalomon@formanlaw.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/nb08-34903.pdf


CHOW TIME FOODS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor:  Chow Time Foods, Inc.
         1060 Hunting Creek Lane
         Watkinsville, GA 30677
         Tel: (678) 753-1765
         Fax: (678) 753-1761

Bankruptcy Case No.: 09-30025

Chapter 11 Petition Date: January 6, 2009

Court: Middle District of Georgia (Athens)

Company Description: The Debtor produces and sells bread and
                     other related pastry products.

Judge: Robert F. Hershner

Debtor's Counsel: Ernest V. Harris
                  P.O. Box 1586
                  Athens, GA 30603
                  Tel: (706) 613-1953
                  Fax: (706) 613-0053
                  Email: ehlaw@bellsouth.net

Estimated Assets: $0 to $50,000

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

The petition was signed by Cris Gunter, president of the
company.

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

             http://bankrupt.com/misc/gmb09-30025.pdf


CHRYSLER LLC: Will Reopen Plants by February
--------------------------------------------
Alex P. Kellogg at The Wall Street Journal reports that a Chrysler
LLC spokesperson said that Chrysler will reopen its plants this
month or in early February, after closing every one of its plants.

According to WSJ, Chrysler said in December 2008 that due to a
steep decline in auto sales and increasing inventories on dealer
lots, it would close all of its 30 plants for at least a month, to
cut costs and pull back on production.

WSJ relates that most of Chrysler's U.S., Canadian, and Mexican
auto plants are scheduled to open on Jan. 19 or Jan. 20.  The
report says that Chrysler's minivan plant in Windsor, Ontario, and
a small facility in Detroit that assembles a small number of
sports cars will be opened on Feb. 2.

Chrysler spokesperson Dave Elshoff said that the company's
production plans are under "continuous review" and could change if
auto sales remain weak, WSJ states.

Maryann Keller & Associates automotive analyst Ken Elias, says
WSJ, doubts that Chrysler will reopen its plants as scheduled.
The report quoted him as saying, "The fact is, there are enough
cars on the ground.  The dealers really aren't ordering them."
Inventories are still back-loaded, and there aren't many good
reasons to reopen plants and start producing cars that consumers
don't need again, the report quoted Mr. Elias as saying.

Chrysler President Tom LaSorda said in a conference call earlier
on Wednesday that Chrysler isn't considering selling some of its
brands, plants or other assets.

As reported by the Troubled Company Reporter on Jan. 14, 2009,
Chrysler LLC started negotiating with its partners, Nissan-
Renault and Magna, to sell its key assets to the two companies.
The talks included Chrysler's iconic Jeep brand, the report says,
citing sources.

                     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.


CINRAM INTERNATIONAL: Moody's Downgrades Corporate Rating to 'B2'
-----------------------------------------------------------------
Moody's Investors Service downgraded Cinram International Inc.'s
corporate family rating to B2 from B1 while also downgrading the
company's probability of default rating to B3 from B2.  At the
same time, the rating outlook was revised to negative from stable.
Moody's also assigned an SGL-3 speculative grade liquidity rating
(SGL-3 indicates adequate liquidity).  Actions related to the long
term debt ratings were prompted by risks arising from the
continued overarching exposure of the company's revenue base to
the sale of DVDs and audio CDs (75% of total year-to-date fiscal
2008 revenues).  There is a combination of cyclical and secular
pressure at work at this time.  Unit volumes of DVDs are likely to
decline steadily due to weaker discretionary consumer spending
impacted by poor economic conditions in the short-term, and by the
migration towards online delivery of home video content over the
longer term.  The ongoing recession is likely to accelerate
declines in both the DVD and audio CD segments, a circumstance
that is likely to leave Cinram in a weakened position.
This perspective also contributes to the assessment of the SGL
rating.  While Cinram has an adequately sized un-drawn $150
million revolving credit facility that is committed for an
extended tenor, Moody's expects cash flow to be muted. Depending
on the degree, the financial covenant compliance cushion may erode
and impose limits on financial flexibility.  These factors caused
liquidity to be assessed as adequate (SGL-3).

Downgrades:

Issuer: Cinram International Inc.

  -- Corporate Family Rating, Downgraded to B2 from B1

  -- Probability of Default Rating, Downgraded to B3 from B2

  -- Senior Secured Bank Credit Facility, Downgraded to B2 (LGD3,
     30%) from B1 (LGD3, 30%)

Outlook Actions:

Issuer: Cinram International Inc.

  -- Outlook, Changed To Negative From Stable

Assignments:

Issuer: Cinram International Inc.

  -- Speculative Grade Liquidity Rating, Assigned SGL-3

Moody's most recent rating action related to Cinram was taken on
21 December 2007, at which time Moody's affirmed the company's
ratings and stable outlook following the its announcement
regarding the elimination of all distributions to unit holders in
light of weakening operating and financial conditions.

With headquarters in Toronto, Ontario, Canada, Cinram
International Inc. is one of the world's largest independent
manufacturers, replicators and distributors of DVDs and audio CDs.


CIRCUIT CITY: To Present Auction Results January 16
---------------------------------------------------
Circuit City Stores Inc. will present results of an auction for
their assets where they entertained bids that would purchase their
assets as a going concern, break up the company, or sell their
assets through closing sales.

Circuit City's assets may be bought by companies that would sell
off remaining merchandise and shut down the second-largest U.S.
consumer-electronics chain, according to two people familiar with
the planned bids, Lauren Coleman-Lochner, Mark Clothier and
Jonathan Keehner of Bloomberg News report, citing two people
familiar with the matter.

According to the report, Hilco Merchant Resources LLC, Great
American Group LLC and Hudson Capital Partners are part of two
separate groups of liquidators that planned to submit offers for
the retailer, said the people, who declined to be identified
because the auction process was private.

The auction for Circuit City's assets, which was postponed for 24
hours, was scheduled to start Jan. 14 at 3:00 p.m. New York time,
immediately after liquidators finish bidding for the right to
conduct store-closing sales.  Initial bids for the entire chain
were due Jan. 13 at 3 p.m.

As reported by the Jan. 13 issue of the Troubled Company Reporter,
Circuit City won permission from the U.S. Bankruptcy Court for the
Eastern District of Virginia to sell its assets through an
auction.  Pursuant to the Court-approved procedures, the company
entertained bids that would purchase the company, as a going
concern, as separate business units or as individual assets --
including the sale of inventory.

Last week, 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.

Bloomberg previously reported that Ricardo Salinas Pliego may bid
for the retailer.  According to Bloomberg, 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).


CITIGROUP INC: Will Keep Brokerage Firm Nikko Cordial
----------------------------------------------------
Alison Tudor at The Wall Street Journal reports that a Citigroup
Inc. spokesperson said that the company will keep Japanese
brokerage firm Nikko Cordial Securities, after disclosing the sale
of its retail brokerage business Smith Barney to Morgan Stanley.

According to WSJ, Citigroup acquired Nikko Cordial for about
$17.95 billion in 2008 as part of an overseas expansion strategy.

WSJ states that Citigroup would likely sell Nikko Cordial at a
large discount if it decides to sell the brokerage now.  WSJ says
that analysts suggest that Citigroup keep Nikko Cordial as it
could potentially be rewarding in the long run.  According to the
report, Japanese households have about $15 trillion in financial
assets, mostly in cash, and Citigroup is hoping to reach out to
them through its retail banking network Citibank.  Citigroup is
aiming to sell them more financial products including from Nikko
Cordial, states the report.

Integrating Nikko Cordial into Citigroup's Japanese operations has
proved troublesome, says WSJ.  Citigroup, according to WSJ, said
in December 2008 that it was delaying the merger of Nikko Cordial
and its wholesale securities business in Japan indefinitely, due
in part to complications in integrating technology.

Citigroup is also keeping its Mexican retail banking business,
Grupo Financiero Banamex SA, WSJ relates.

                        About Citigroup

Based in New York, Citigroup Inc. (NYSE: C) --
http://www.citigroup.com-- is organized into four major segments
-- Consumer Banking, Global Cards, Institutional Clients Group,
and Global Wealth Management.  Citi had $2.0 trillion in total
assets on $1.9 trillion in total liabilities as of Sept. 30, 2008.

As reported in the Troubled Company Reporter on Nov. 25, 2008, the
U.S. government entered into an agreement with Citigroup to
provide a package of guarantees, liquidity access, and capital.
As part of the agreement, the U.S. Treasury and the Federal
Deposit Insurance Corporation will provide protection against the
possibility of unusually large losses on an asset pool of
approximately $306 billion of loans and securities backed by
residential and commercial real estate and other such assets,
which will remain on Citigroup's balance sheet.  As a fee for this
arrangement, Citigroup will issue preferred shares to the Treasury
and FDIC.  In addition and if necessary, the Federal Reserve will
backstop residual risk in the asset pool through a non-recourse
loan.


CKO MANAGEMENT: Placed by Owners in Chapter 7; Inn Closed
---------------------------------------------------------
Joyce Peterson at ABC24-CW30 Eyewitness News reports that Charles
and Kimbel Orr have filed for CKO Management, LLC's liquidation
under Chapter 7 in the U.S. Bankruptcy Code, and closed Bonne
Terre Country Inn and Cafe in Nesbit, Mississippi

Yolanda Jones at Memphis Commercial Appeal relates that the Orrs
filed CKO's bankruptcy petition in the U.S. Bankruptcy Court for
the Northern District of Mississippi.  Court documents say that
the Orrs indicated that they have up to 49 creditors and owe
between $100,000 and $500,000.  Memphis Commercial states that the
Orrs estimated their assets between $50,000 and $100,000, and
listed their debts as consumer debts.  According to the report,
the Orrs said that they won't have any funds left after
administrative expenses are paid to repay CKO Management's
unsecured creditors.

The Orrs, court documents state, said that they attended credit
counseling with Money Management International Inc. on Jan. 4.
Memphis Commercial relates that the Orrs have until Jan. 27 to
list all their creditors and their statement of financial affairs,
which they will submit to the Court, or their case could be
dismissed.

CKO Management, LLC, is owned by couple Charles and Kimbel Orrs,
who also own the Bonne Terre Country Inn and Cafe, the luxury
resort and bed and breakfast in Nesbit, Mississippi.


CLARENCE KABAT: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Clarence D. Kabat
        3537 State Route 127
        Nashville, IL 62263

Bankruptcy Case No.: 09-40013

Chapter 11 Petition Date: January 6, 2009

Court: Southern District of Illinois (Benton)

Judge: Kenneth J. Meyers

Debtor's Counsel: Douglas A. Antonik
                  3405 Broadway
                  Mt. Vernon, IL 62864
                  Tel: (618) 244-5739
                  Fax: (618) 244-9633
                  Email: antoniklaw@sbcglobal.net

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

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

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


COMMUNITY CONSTRUCTION: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Community Construction of East Carolina, LLC
        P.O. Box 516
        Atlantic Beach, NC 28512
        Tel: (252) 444-5222

Bankruptcy Case No.: 08-09048

Chapter 11 Petition Date: December 16, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Company Description: The debtor is a home builder.

Debtor's Counsel: Trawick H Stubbs, Jr., Esq.
                  Stubbs & Perdue, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600
                  Email: efile@stubbsperdue.com

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

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

The petition was signed by David Wheatly, member and manager
of the company.

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

               http://bankrupt.com/misc/ab08-18633.pdf


COMPLETE PRODUCTION: Moody's Hikes Corp. Family Rating to 'Ba3'
---------------------------------------------------------------
Moody's Investors Service upgraded Complete Production Services,
Inc's Corporate Family Rating and Probability of Default Rating to
Ba3 from B1.  The rating on Complete's $650 million senior
unsecured notes due 2016 was also upgraded to B1 (LGD4, 65%) from
B2 (LGD4, 67%).  The outlook is stable.  This concludes Moody's
ratings review begun in October 2008.

"The upgrade reflects Complete's increased size and durable market
position," commented Pete Speer, Moody's Vice-President.  "Over
the past two years Complete has moderated its acquisition
activity, reduced debt levels and strengthened its credit profile
consistent with a Ba3 rating."

The outlook is stable despite the expected deterioration in demand
for Complete's services in 2009 and weakening of its credit
metrics over the year.  Moody's expects that management will
conservatively manage liquidity through this downturn by reducing
capital expenditures and using free cash flow to reduce revolving
credit facility borrowings.  Given the current uncertainty
regarding the depth and duration of the downturn in oilfield
services demand, Moody's expects that acquisitions would be
limited and conservatively funded.

Significant debt-funded acquisitions could result in a negative
rating action.  In addition, a more severe downturn that lasts for
a prolonged period could reduce liquidity to levels that result in
a negative outlook or ratings downgrade.  The expected
deterioration in sector conditions makes a positive rating action
unlikely in the near term.

From Complete's initial formation in the fall of 2005 through the
end of 2006, the company executed nearly 20 acquisitions to
rapidly increase its size and expand its service offerings and
geographic reach.  Since then the company has done fewer
acquisitions that have generally added to its existing services
lines and geographic positions, while still using transactions to
enter additional basins like the Marcellus Shale through the
October 2008 acquisition of Appalachian Well Services.  Complete
appears to have successfully integrated its acquisitions to date
and its operating results held up well in comparison to peers
during the weaker conditions in the second half of 2007 and early
2008, indicating a business profile consistent with a Ba3 rating.
The company's ratings are restrained by its exposure to the
drilling cycle, which drives over two-thirds of its revenues.
Complete's Ba3 rating also reflects its smaller size and market
position in many of its service lines compared to the major
oilfield services companies.  The company's long-term strategy
continues to include being an active participant in industry
consolidation, which is necessary for enhancing its competitive
position but entails valuation and integration risk.

Moody's last rating action on Complete dates from October 27, 2008
at which time Moody's placed Complete's ratings on review for
possible upgrade.

Complete Production Services, Inc., headquartered in Houston,
Texas, is a provider of oilfield services and products for oil and
gas companies.


CONNELLY BILLIARD: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Connelly Billiard Manufacturing, Inc.
        1440 S. Euclid Ave.
        Tucson, AZ 85713
        Tel: (800) 861-8619
        Fax: (520) 624-0077

Bankruptcy Case No.: 08-18189

Chapter 11 Petition Date: December 16, 2008

Court: District of Arizona (Tucson)

Judge: James M. Marlar

Company Description: The Debtor manufactures and sells billiard
                     tables and equipment.
                 See: http://www.connellybilliards.com/default.asp

Debtor's Counsel: Scott D. Gibson, Esq.
                  Gibson, Nakamura & Green, PLLC
                  2329 N Tucson Blvd.
                  Tucson, AZ 85716
                  Tel: 520-722-2600
                  Fax: 520-722-0400
                  Email: SGibson@gnglaw.com

Estimated Assets: $1,000,001 to $100,000,000

Estimated Debts: $1,000,001 to $100,000,000

The petition was signed by Craig Connelly, CEO of the company.

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


CONVEY COMMUNICATIONS: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Convey Communications, Inc.
        6650 Gunpark Dr., Suite 100
        Boulder, CO 80301
        Tel: (303) 652-0103
        Fax:(303) 652-3452

Bankruptcy Case No.: 08-30081

Chapter 11 Petition Date: December 16, 2008

Court: District of Colorado (Denver)

Judge: Elizabeth Brown

Company Description: The Debtor provides cellular phone
                     services.

Debtor's Counsel: Jeffrey Weinman, Esq.
                  730 17th St., Ste. 240
                  Denver, CO 80202
                  Tel: (303) 572-1010
                  Email: jweinman@epitrustee.com

Estimated Assets: $0 to 50,000

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

The petition was signed by William Becker, CEO of the company.

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


               http://bankrupt.com/misc/cb08-30081.pdf


CORNERSTONE PARK: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Cornerstone Park Development, LLC
        aka Grace Development LLC
        322 NW Sixth Ave, #100
        Portland, OR 97209
        Tel: (503) 222-0552

Bankruptcy Case No.: 08-36933

Chapter 11 Petition Date: December 16, 2008

Court: District of Oregon

Judge: Randall L. Dunn

Debtor's Counsel: Kevin J. McKearney, Esq.
                 322 NW Sixth Ave #100
                  Portland, OR 97209
                  Tel. (503) 222-0522

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

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

The petition was signed by David R. Ambrose, manager of the
company.

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

               http://bankrupt.com/misc/ob08-36933.pdf


DANA HOLDING: S&P Downgrades Corporate Credit Rating to 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its ratings
on Toledo, Ohio-based Dana Holding Corp., including the corporate
credit rating, which was lowered to 'B' from 'B+'.  The ratings
were also removed from CreditWatch, where they had been placed
with negative implications on Nov. 13, 2008.  The outlook is
negative.

"The downgrade reflects our view that very weak market conditions
in most of its business segments in 2009 will hinder the company's
post-bankruptcy restructuring efforts," said Standard & Poor's
credit analyst Nancy Messer.  "We expect revenues to be reduced by
weak auto sales and production in North America, weak auto sales
in Europe, and the U.S. recession, which has stalled the recovery
of commercial truck sales.  Lacking an expanding revenue base, S&P
believe the benefit from Dana's ongoing initiative to optimize its
manufacturing footprint will fall short of S&P's previous near-
term expectations," she continued.  For example, for the last
three months of 2008, the seasonally adjusted annual rate of
light-vehicle sales in the U.S. was below 11 million units, and
S&P expects sales in 2009 to be 10 million units, 24% below 2008
actual sales.

In 2008, lower automaker production volumes, resulting from
deteriorated vehicle demand in North America and Europe, and
shifts in consumer preference reduced Dana's financial results.
In addition, the company absorbed higher commodity costs than
expected in 2008.  Low production volumes and an unfavorable
product mix more than offset the benefit of improved pricing
negotiated on certain automaker contracts during bankruptcy.
Third-quarter earnings were, therefore, very weak.  S&P expects
free cash flow to be negative in 2008 and 2009, after capital
spending, and leverage to remain high at year-end 2009.

The rating reflects Dana's vulnerable business risk profile and
highly leveraged financial risk profile as a significant
participant in the global automotive market, manufacturing under-
the-vehicle products such as axles, driveshafts, and other
structural, sealing, and thermal products.  Dana's customers are
original equipment manufacturers of vehicles in the
light-vehicle, heavy-duty commercial, and heavy off-road markets.
Although the three Michigan-based OEMs account for about 27% of
Dana's global sales, its axle and driveshaft businesses depend
substantially on continued business from Ford Motor Co., which has
reduced production volumes significantly for the first quarter of
2009.  Dana has significant exposure to light trucks and SUVs, the
sales of which have fallen dramatically, particularly in 2008, as
consumer sentiment has shifted to passenger cars in response to
volatile gasoline prices.

The outlook on Dana is negative.  S&P could lower the ratings if
Dana's liquidity begins to tighten because of greater cash use
than expected or weak EBITDA caused by increased severity or
duration of adverse market conditions.  In S&P's opinion, Dana
needs to achieve adjusted EBITDA of $500 million annually for the
rating, given its pension- and lease-adjusted total debt of
$2.5 billion.  S&P does not expect the company to pursue
transforming acquisitions or large dividend payouts that could
pressure credit ratios in the year ahead.

S&P is unlikely to revise the outlook to stable in the next year
because S&P does not expect market conditions to improve
materially.


DAVID HEYES: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: David L. Heyes
        and Paula R. Heyes
        P.O. Box 167
        Minocqua, WI 54548

Bankruptcy Case No.: 09-10091

Chapter 11 Petition Date: January 9, 2009

Court: Western District of Wisconsin (Eau Claire)

Judge: Thomas S. Utschig

Debtor's Counsel: Leonard G. Leverson, Esq.
                  lgl@levmetz.com
                  225 E. Mason Street, Suite 100
                  Milwaukee, WI 53202
                  Tel: (414) 271-8500

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

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

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Michigan Dept. of Revenue      income tax        $250,000
P.O. Box 30774
Lansing, MI 48909-8274
Tel: (800) 827-4000

The Equitable Bank             guarantee of real $250,000
2290 Mayfair Road              estate mortgage -
Wauwatosa, WI 53226            Cornell

John Wilhm                     note              $245,000
5020 Clark Road
#513
Sarasota, FL 34233

Aspen Real Estate Advisors     personal          $205,841
                               guarantee of
                               real estate
                               commission
                               - 325 WALP

Principal Capital LLC          guarantee of      $150,000
                               real estate
                               mortgage loan
                               BRIC Executive

National City Bank             guarantee of      $135,000
                               contingent lines
                               of credit

Shane Rolls                    guarantee of note $100,000
                               - Jackson Green

Steve Prati                    guarantee of note $100,000

Warren Crews                   guarantee of note $100,000

Don Schweda                    buyout of         $100,000
                               partnership

Washington Mutual Card         revolving charge; $19,319
                               also 5418-2780-
                               0001-6276

Discover Card                  revolving charge  $17,048

Grand Praire Capital           guarantee of loan $15,000
                               fee (Puritan-BRIC
                               executive)

Chase Card Services            revolving charge  $14,390

HSBC                           revolving charge  $4,774

AT&T Universal Card            revolving charge  $6,663

Indiana Dept. of Revenue       income tax        $1,187

Arthur Goldner & Associates    personal          unknown
                               guarantee of
                               master lease
                               BRIC executive

Key Bank Real Estate Capital   guarantee of real unknown
                               estate mortgage
                               Jackson Green LLC

The petition was signed by David L. Heyes and Paula R. Heyes,
debtor and co-debtor.


DETROIT RETIREMENT: Moody's Cuts Rating on $500MM Debt to 'Ba2'
---------------------------------------------------------------
Moody's Investors Service has downgraded the rating to Ba2 from
Baa3 on the city's $530 million of outstanding debt secured by the
city's general obligation unlimited tax pledge and has downgraded
the rating to Ba3 from Ba1 on the city's $355 million of
outstanding debt secured by the city's general obligation limited
tax pledge.  Moody's has also downgraded to Ba2 from Baa3 the
rating on the Detroit Retirement Systems Funding Trust 2005's $536
million of outstanding Taxable Certificates of Participation,
Series 2005A, and on the Detroit Retirement Systems Funding Trust
2006's $954 million of outstanding Taxable Certificates of
Participation, Series 2006A and Series 2006B.  The Certificates
are secured by the city's unconditional contractual obligation to
pay debt service, which is not subject to annual appropriation.
At the same time, Moody's has downgraded to Baa3 from Aa3 the
Global Scale Rating assigned to the Detroit Retirement Systems
Funding Trusts' outstanding Certificates of Participation Series
2005A, Series 2006A and Series 2006B.  All ratings have also been
placed on Watchlist for further downgrade.

The rating downgrades reflect the city's continued significant
negative General Fund balances and projections that the city will
not meet its objective of eliminating the accumulated deficits in
the near term; limited financial information evidenced by delayed
financial reporting; and regional economic deterioration which
will likely present continued revenue pressures for the city in
both the near and long term.  The city's weakened financial
position has necessitated an increased reliance on short-term
borrowing for cashflow purposes which is likely to be increasingly
difficult in the current credit environment.  The Watchlist for
further downgrade reflects the potential short-term liquidity risk
resulting from the possible termination of the swap agreements
related to the Detroit Retirement Systems Funding Trust
Certificates of Participation Series 2006B and the fact that city
could be required to make $400 million in termination payments in
30 days.

  Weak General Fund Position; Plans To Eliminate Deficit In Near
                 Term Not Expected To Be Achieved

While total General Fund revenues (before transfers) have
increased modestly in recent years, the city's failure to limit
expenditure growth produced a series of sizable operating
deficits.  From fiscal 1999 through audited fiscal 2006, the
General Fund balance declined from a positive $206 million, or 13%
of General Fund revenue, as recently as fiscal 2002, to negative
$107.2 million (or -7.2% of General Fund revenues) in fiscal 2006.
At the end of fiscal 2006, the unreserved, undesignated General
Fund balance stood at negative $174 million, or a -11.7% of
General Fund revenue.

Ongoing budget pressures are partially the result of declines in
two of the city's largest General Fund revenue streams,
distributable state aid and municipal income taxes.  Distributable
state aid, 19% of fiscal 2006 General Fund revenue, has been
reduced, falling from a high of $333.8 million in fiscal 2002 to
$279.5 million in fiscal 2006.  This line-item was budgeted by the
state for further reductions in fiscal 2007 and fiscal 2008.
Reflecting continued economic weakness (unemployment was 17% in
November 2008), municipal income tax receipts, 19% of fiscal 2006
General Fund revenue, have declined since 2002.  Other revenue
streams, most notably wagering taxes, grew during this time
period.  Casino wagering taxes and fees increased from $109
million in fiscal 2002 to $157 million in fiscal 2006, although
the sustainability of continued growth at this rate is uncertain.
In efforts to restore structural balance and rebuild reserves, the
city has implemented a variety of one-time revenues and made
organizational changes over the last several fiscal years.
Actions reportedly include sale of assets, personal property tax
audit, switching to a garbage collection fee from a property tax
millage, savings from the pension refinancing, department-wide
cuts and layoffs, and salary and healthcare concessions.  But many
of these were actions offset by some unfavorable variances
(including one-time costs associated with the layoffs and health
care concessions not being achieved when budgeted).  The sale of
the tunnel between the city and the city of Windsor for an
estimated $75 million, which was scheduled to be completed in
fiscal 2008, has been delayed repeatedly.  The 2008 budget also
included the sale of land of between $22 million and $30 million
to the city's Water Department.

As recently as May 2008, the city had projected the elimination of
the accumulated General Fund deficit by the close of fiscal 2008.
However, as a result of the unfavorable budget variances described
above and continued revenue shortfalls, the city has revised
projections to include continued deficit balances.  Officials now
project an unreserved General Fund balance of at least a negative
$100 million at the close of fiscal 2007, fiscal 2008 and fiscal
2009.  While Moody's believes that management will continue to
work to eliminate the persistent General Fund deficits,
considerable challenges remain.

Reliance On Short-Term Borrowing For Cash Flow Needs Increasing;
    Ability To Access Market In Current Environment Uncertain

The city has issued both Revenue Anticipation Notes and Tax
Anticipation Notes for cash flow purposes in fiscal 2006 through
fiscal 2009.  Officials report that they expect a larger short-
term issuance in the coming months to support cash flow needs in
fiscal 2010, indicating a weakening cash position.  Should current
credit market conditions continue, the city's ability to access
credit markets will likely be more difficult than for previous
borrowings.  This trend of over-dependence on short-term borrowing
for cash flow purposes represents a significant credit weakness.

     Delayed Financial Reporting Continues; Limited Financial
                      Information Available

The release of the city's fiscal 2006 audited financial statement
was significantly delayed.  Due to be published no later that six
months after the close of the fiscal year on June 30th per state
law, the final statement was published 14 months late in February
2008.  The fiscal 2006 audit included an unqualified independent
auditors' report with exception to a reference to the unaudited
financial statements of the Detroit Public Library.  The auditors
also provided the city with a supplemental second document which
noted certain "Reportable Conditions" involving the city's
internal control over financial reporting and operations including
22 conditions it considered material.  Officials report that the
city has developed and begun executing plans to address the
concerns identified.

The final audited financial statements for fiscal 2007 are also
delayed; due in December 2007, the city recently revised its
expected release date from November 2008 to February 2009.
Audited financial statements for fiscal 2008, are now slated for
August 2009.  Officials expect statements for fiscal 2009 to be
published on time, but its ability to achieve this target is
uncertain.  Significant delays in financial reporting have made
assessing the city's financial condition challenging.  Political
distractions and the change in administration have also made it
difficult to obtain other financial information from the city.
While the new administration has recently made notable efforts in
this area, a consistent pattern of substantive disclosure has yet
to be established.

  Weak Demographic Trends Persist; Further Pressured By Current
                       Economic Conditions

Despite some positive developments and diversification of
Detroit's economy, the city's economic and demographic profile
remains one of the weakest in the nation.  Although the recent
expansion of casinos and the healthcare sector are important in
providing a measure of diversity to the city's tax base, the
challenges of the corporate domestic auto manufacturing sector
continue to dominate the regional economy.  While Detroit is home
primarily to research and development and non-manufacturing jobs,
its tax base and economic well-being remains vulnerable to this
sector.  Both Chrysler (Corporate Family rating Ca negative
outlook), the city's top tax payer at 7.6% of the city's taxable
valuation, and General Motors (Corporate Family rating Ca negative
outlook), the city's third largest tax payer at 3.5% of the city's
taxable valuation, continue to remain a large presence within the
city.  Even if the automakers' facilities in the city limits are
not closed or downsized, the city will likely suffer
disproportionately as industry cutbacks throughout the
metropolitan area ripple through the economy.

Over the past five decades, Detroit's population has fallen by
nearly half.  Despite a labor force which has declined from
633,000 (in 1980) to 322,215 (June 2006), unemployment levels have
remained persistently high.  Unemployment increased more rapidly
in 2008 (17% in November 2008, compared to 9.1% state and 6.5%
national rates) and is expected to continue to grow higher in the
coming year.  Since 1980, the city's lowest annual unemployment
figure was 6.6%, achieved in 2000, compared to 3.6% state and 4.0%
nationally that same year.  Evidence of economic challenge is also
found in the metro area's rate of home foreclosures which is among
the highest in the country and poverty rates that persist at rates
more than twice the state average.  Wealth indicators have
generally declined since 1970 (per capita income was 95% of the
state average) compared to the 2000 census (PCI equaled 66.4% of
the state average).

                        High Debt Burden

When considering the city's general obligation debt alone, the
city's debt burden is quite high at 8.8% (direct debt burden is
3.3%).  Favorably, general obligation limited tax debt has
remained relatively flat in recent years with an aggressive
amortization schedule through fiscal 2009.  This could provide for
some operating relief, as the limited tax debt effectively
competes (on a first lien basis) with operating expenditures.
When accounting for the $1.49 billion pension COP's, the debt
burden increases to 14.1%, but Moody's recognizes that this
reflects the shift from UAAL to fixed obligations outstanding.
The Detroit Retirement Systems Funding Trust 2005 and Detroit
Retirement Systems Funding Trust 2006 issued Certificates of
Participation to fund the city's unfunded accrued actuarial
liability for its pension systems.  The certificates are payable
solely from all COP Service Payments, pursuant to Service
Contracts with the city.  The city's unconditional obligation to
pay all COP Service Payments is contractual, and not subject to
appropriation.  Should an event of insufficient payment on the
COP's occur, the courts can compel the city to raise the payment
of any judgment through the levy of taxes, which would not be
limited as to rate or amount.  The certificates are floating rate
notes for which the city pays an adjustable interest rate tied to
the LIBOR index to certificateholders and for which there is no
put option.

In conjunction with the issuance of the certificates, the City of
Detroit entered into floating to fixed rate insured swap
agreements with UBS AG (LT Issuer rating Aa2) and Siebert,
Brandford, Shank & Co.  Together, as of September 30, 2008, the
combined mark-to-market valuation on the COP swap agreements was
approximately $134 million payable to counterparties upon
termination, although more recent estimates from the city are
nearly three times that figure at close to $400 million. The swap
payments are currently insured by Syncora Guarantee Inc.
(financial strength rating Caa1/rating on review) and Financial
Guaranty Insurance Co. (financial strength rating Caa1/negative
outlook).  The swap agreements allow the counterparty to terminate
the agreement early upon the system's rating of the COP debt being
withdrawn, suspended or downgraded below Baa3 (or equivalent) by
one of two rating agencies when the swap insurer's rating falls
below an A3 (or equivalent) by one of two rating agencies. These
conditions were recently met.

                  Watchlist For Further Downgrade

The Watchlist for further downgrade reflects the short-term risk
to liquidity resulting from the possible termination of the swap
agreements related to The Detroit Retirement Systems Funding Trust
Certificates of Participation Series 2006B.  Conditions of early
termination of the agreements were recently met.  Although no
notices of termination from the counterparties have been issued to
date, the remedies allow for termination no less than 30 days from
date of such notice if and when it is delivered to the city.
Importantly, immediate termination of one or more the agreements
could present an immediate draw on unrestricted liquidity that is
insufficient to meet such demands.  The latest estimate of the
total amount the city's liability is roughly $400 million, yet
this figure fluctuates significantly with the current instability
of the market and the changes in LIBOR.  The fixed rate paid on
the various portions averages to 6.2% set against LIBOR.  The city
is in negotiations with the counterparties in hope of finding a
workable solution for all parties.

                  What Could Change The Rating Up

  - Material operating surpluses, achieved through financial
    structurally balanced solutions that will carry forward to
    future budgets

  - Sustained economic improvement coupled with revenue
    enhancements

  - A material improvement in the city's unrestricted cash and
    investment position such that the city is less dependent on
    cash flow borrowing.

                What Could Change The Rating Down

  - Immediate termination of one or more swap agreements leading
    to sizeable draws on the city's already limited unrestricted
    liquidity

  - Revenue challenges that continue to exceed expenditure (and
    alternate revenue) solutions

  - Continued operating deficits leading to heightened cash-flow
    weakness

  - Further increase of the city's leveraged position

  - Economic performance which would be unable to sustain revenue
    growth or revenue stability

Key Statistics:

  -- Full valuation: $28.2 billion

  -- Full value per capita: $32,403

  -- Estimated 2006 population: 871,121 (8.4% decline from 2000)

  -- Unemployment (11/08): 17% (compared to 9.1% state and 6.5%
     national rates)

  -- Top three property tax payers as a % of total: 14.6%

  -- Debt burden: 14.1% (includes pension COP's)

  -- Fiscal 2006 General Fund balance: deficit $107.2 million (-
     7.2% of General Fund revenues)

  -- Fiscal 2006 Undesignated General Fund balance: deficit
  -- $173.7 million (-11.7% of General Fund revenues)

The revised Global Scale Rating assigned to the Certificates of
Participation is comparable to ratings assigned to other issuers
of similar credit risk given an assessment of i) the business risk
and competitive position of the issuer versus others within its
industry or sector, ii) the capital structure and financial risk
of the issuer, iii) the projected performance of the issuer over
the near to intermediate term, iv) the issuer's history of
achieving consistent operating performance and meeting budget or
financial plan goals, v) the nature of the dedicated revenue
stream pledged to the bonds, vi) the debt service coverage
provided by such revenue stream, vii) the legal structure that
documents the revenue stream and the source of payment, and viii)
the issuer's management and governance structure related to
payment.

The last rating action regarding the city's general obligation
debt and the COPs was on May 29, 2008 when the city's GOULT rating
was downgraded to Baa3 from Baa2; the city's GOLT rating was
downgraded to Ba1 from Baa3; and the ratings on the Detroit
Retirement Systems Funding Trust 2005 and Detroit Retirement
Systems Funding Trust 2006 Certificates of Participation were
downgraded to Baa3 from Baa2.  The last rating action regarding
the Global Scale Rating was on March 1, 2007 when the rating was
downgraded to Aa3 from Aa2.


DUKE FUNDING: S&P Junks Rating on $1.294 Mil. Class A-1 Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
A-1 notes issued by Duke Funding High Grade IV Ltd. to 'CCC' from
'B+' and removed it from CreditWatch, where it was placed with
negative implications on Oct. 6, 2008.  Duke Funding High Grade IV
Ltd. is a high-grade structured finance collateralized debt
obligation transaction that was originated in January 2006.

The lowered rating reflects the negative migration in the credit
quality of the underlying collateral and the increase in defaults
since S&P's last rating action in October 2008.

Based on the Nov. 30, 2008, trustee report, 14.61% of the assets
in the portfolio ($217.5 million) have defaulted, up from 2.68%
($39.9 million) as of the July 30, 2008, trustee report.  Over the
same period, the percentage of speculative-grade assets in the
portfolio has increased by 14.08% ($209.7 million).

On Dec. 5, 2008, the majority of the class A-1 noteholders for
Duke Funding High Grade IV Ltd. (the controlling class under the
terms of the transaction's indenture) directed the trustee to
accelerate the maturity of all of the notes in accordance with
section 5.2(a) of the indenture, following an event of default
under section 5.1(h) of the indenture.  Upon the declaration of
acceleration, the remaining available cash (net of specified
expenses and class A-1 interest) is being diverted to pay down the
principal of class A-1, which has paid down approximately 1.34%
($17.6 million) of its principal outstanding balance since
issuance.

       Rating Lowered And Removed From Creditwatch Negative

                  Duke Funding High Grade IV Ltd.
               Rating
               ------
      Class  To      From            Current balance (mil. $)
      -----  --      ----            ------------------------
      A-1    CCC     B+/Watch Neg                   1,294.908

                    Other Outstanding Ratings

                  Duke Funding High Grade IV Ltd.

        Class      Rating        Current balance (mil. $)
        -----      ------        ------------------------
        A-2        CC                              61.500
        B-1        CC                              22.500
        B-2        CC                              19.500
        C-1        CC                              27.889
        C-2        CC                              27.931
        D          CC                              12.540

  Transaction Information
  -----------------------
Issuer:              Duke Funding High Grade IV Ltd.
Co-issuer:           Duke Funding High Grade IV LLC
Collateral manager:  Duke Funding Management LLC
Underwriter:         Wachovia Securities Inc.
Trustee:             JPMorgan Chase Bank N.A.


EDDIE WIGGINS: Closes Buick Pontiac GMC Dealership
--------------------------------------------------
Chuck Thompson at Macon.com reports that Eddie Wiggins said that
he has closed his Buick Pontiac GMC dealership on Russell Parkway
and that he won't reopen it.

According to Macon.com, Mr. Wiggins said that he reached an
agreement Friday with General Motors and GMAC LLC to go out of
business.  Mr. Wiggins, Macon.com relates, said that GM and GMAC
agreed to take control of the new and used car inventory and
absolve him of any financial liability in liquidating it if he
would agree to close.

GM will take back the new cars and re-distribute them to other
dealers to sell, while GMAC agreed to offer the used cars to other
dealers or sell them, Macon.com states, citing Mr. Wiggins.

Macon.com quoted Mr. Wiggins as saying, "What they do is go
through the sale, and everyone knows it's a fire sale and they
don't draw near what they are worth or you have in them.  I didn't
want to be liable for the deficiencies, so we filed bankruptcy to
have time to try to sell them ourselves."

Mr. Wiggins, according to Macon.com, estimated that he had about
$4 million in new cars and $1 million in used cars in his
inventory.  Mr. Wiggins said that he and some office employees
will continue to work a few hours each day to complete paperwork
on transactions made before he closed, Macon.com reports.

Eddie Wiggins -- http://www.eddiewiggins.com-- is a car dealer
based in Warner Robins, Georgia.

As reported by the Troubled Company Reporter on Jan. 5, 2009,
Eddie Wiggins said that he filed for Chapter 11 bankruptcy
protection.


ELAN CORPORATION: Plans for Alternatives Won't Affect Moody's B3
----------------------------------------------------------------
Moody's Investors Service commented that the recent announcement
by Elan Corporation, plc that it is reviewing strategic
alternatives does not have any effect on the B3 Corporate Family
Rating or positive rating outlook.

Moody's last rating action on Elan was a change in the rating
outlook to positive from stable on February 26, 2008.
Elan Corporation, plc is a specialty biopharmaceutical company
headquartered in Dublin Ireland, with areas of expertise in
neurological and autoimmune disease, and drug delivery technology.
For the first nine months of 2008, Elan reported total revenue of
$541 million.


ESCARENT ENTITIES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Escarent Entities, L.P.
        2101 North Mechanic Street
        El Campo, TX 77437

Bankruptcy Case No.: 09-50079

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Margaret Devlin-Weinheimer                         08-51429

Chapter 11 Petition Date: January 5, 2009

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Ronald B. King

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

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/txwb09-50079.pdf

The petition was signed by Edmund A. Weinheimer, Jr., President,
Simeon Development, LLC, General Partner.


ETOWAH RIVER: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Etowah River Group, LLC
        c/o Steve Anderson
        35 Hidden Creek Road, Suite 102
        Jasper, GA 30143
        Tel: (877) 262-3505

Bankruptcy Case No.: 09-60549

Chapter 11 Petition Date: January 6, 2009

Court: Northern District of Georgia (Atlanta)

Company Description: Etowah River Group, LLC, owns the Riverview
                     apartments, a retirement community on the
                     banks of the Etowah River.

Debtor's Counsel: William L. Rothschild
                  Ellenberg, Ogier, Rothschild & Rosenfeld
                  170 Mitchell Street, S.W.
                  Atlanta, GA 30303-3424
                  Tel: (404) 525-4000
                  Email: br@eorlaw.com

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

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

The petition was signed by Steve Anderson, managing member of the
company.

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

             http://bankrupt.com/misc/gnb09-60549.pdf


FAITH EMPOWERED: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Faith Empowered, LLC
        11205 Bellaire Blvd, Suite B-33
        Houston, TX 77072

Bankruptcy Case No.: 09-30173

Chapter 11 Petition Date: January 5, 2009

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

Debtor's Counsel: Kelley Austin
                  416 Westheimer
                  Houston, TX 77006
                  Tel: (713) 623-8200
                  Fax: 713-456-2633
                  Email: kwilson@akl-law.com

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

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

The petition was signed by Charles L. Jackson, manager of the
company.

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


FALCON RIDGE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Falcon Ridge Investment Co., LLC
        aka Falcon Ridge Townhouses, LLC
        71 Washington Street
        Reno, NV 89503

Bankruptcy Case No.: 09-50016

Chapter 11 Petition Date: January 6, 2009

Court: District of Nevada (Reno)

Debtor's Counsel: Jeffrey L. Hartman
                  notices@bankruptcyreno.com
                  Hartman & Hartman
                  510 West Plumb Lane, Suite B
                  Reno, NV 89509
                  Tel: (775) 324-2800
                  Fax: (775) 324-1818

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

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

The petition was signed by Charles Dornbach, managing member of
the company.

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


FIRSTLIGHT RESOURCES: Fitch Affirms Issuer Default Rating at 'B+'
-----------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating and/or
outstanding debt ratings of FirstLight Power Resources and
FirstLight Hydro Generating Co following the acquisition of
FirstLight Power Enterprises, Inc. by GDF Suez Energy North
America on Dec. 26, 2008.  The Rating Outlook for all ratings is
Stable.

FirstLight Power Resources

  -- IDR affirmed at 'B+';
  -- First lien credit facilities affirmed at 'BB/RR2';
  -- Second lien credit facilities affirmed at 'B/RR5'.

FirstLight Hydro Generating Company

  -- Senior secured bonds affirmed at 'BBB-'.

Although Fitch views the acquisition by GSENA favorably, Fitch
understands that there has been no change in credit profile of
FLHGC and FLPR that would necessitate altering the existing credit
rating.  The current rating reflects the stand alone credit
quality of the FLHGC and FLPR.

FLHGC's assets consist mainly of a portfolio of wholly owned,
hydroelectric generation assets located in Connecticut and
Massachusetts.  Northfield Mountain, a nominal 1,080 MW pumped
storage facility, is the flagship of the portfolio.  The remaining
assets consist of 12 conventional hydroelectric plants
representing 195 MW and one 21 MW combustion turbine.  FLPR assets
consist of Mt Tom, a 146 MW coal fired facility, and FLHGC.


GARY LORGE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Gary Thomas Lorge
        P.O. Box 382
        Seaside, OR 97138

Bankruptcy Case No.: 09-30010

Chapter 11 Petition Date: January 2, 2009

Court: United States Bankruptcy Court
       District of Oregon

Judge: Elizabeth L. Perris

Debtor's Counsel: Ted A. Troutman, Esq.
                  16100 NW Cornell Road, #200
                  Beaverton, OR 97006
                  Tel: (503) 292-6788
                  Email: tedtroutman@sbcglobal.net

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/orb09-30010.pdf

The petition was signed by Gary Thomas Lorge.


GANNETT CO: Non-Unionized Employees to Take Unpaid Leave
--------------------------------------------------------
Kelly Nolan at The Wall Street Journal reports that Gannett Co.
said that it has asked U.S. non-unionized workers to take a week
of unpaid leave this quarter.

WSJ quoted Gannett CEO and Chairperson Craig Dubow as saying, "We
are doing this to preserve our operations and continue to deliver
for our customers while confronting the issues raised by some of
the most difficult economic conditions we have ever experienced."

According to WSJ, Mr. Dubow said that most of Gannett's U.S.
employees, including him, would take five days unpaid leave
sometime in the first quarter.  Citing Mr. Gannett, WSJ states
that employees in unions will also be asked to participate in the
furlough.

                      About Gannett Co. Inc.

Headquartered in McLean, Virginia, Gannett Co. Inc. (NYSE:GCI) --
http://www.gannett.com/-- is an international news and
information company.  In the United States, the company publishes
85 daily newspapers, including USA TODAY, and nearly 900 non-daily
publications.  Along with each of its daily newspapers, the
company operates Websites offering news, information and
advertising that is customized for the market served and
integrated with its publishing operations.  Newspaper publishing
operations in the United Kingdom, operating as Newsquest, include
17 paid-for daily newspapers, almost 300 non-daily publications,
locally integrated Websites and classified business Websites with
national reach.  The company has two segments: newspaper
publishing and broadcasting.


GLOBAL AUTHENTICATION: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Global Authentication, Inc.
        15641 Redhill Ave.
        Tustin, CA 92780-7323
        Tel. 949-366-9500
        Fax: 949-498-5390

Bankruptcy Case No.: 08-18315

Chapter 11 Petition Date: December 16, 2008

Court: Central District of California (Santa Ana)

Judge: Robert N. Kwan

Company Description: Global Authentication provides consumer
                     protection and value preservation for
                     consumers, dealers, collectors and charities
                     by verifying the quality and originality of
                     trading cards, autographed sports and
                     entertainment memorabilia.
                     See: http://www.gacard.net/

Debtor's Counsel: Mark H Galyean, Esq.
                  The Galyean Law Group
                  4630 Campus Drive
                  Newport Beach, CA 92660
                  Tel: (310) 420-3541

Estimated Assets: $50,001 to $100,000

Estimated Debts: $1,000,001 to $100,000,000

The petition was signed by Milton C. Ault, III, Chairman and CEO
of the company.

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

               http://bankrupt.com/misc/ccb08-18315.pdf


GOODY'S FAMILY: Returns to Bankruptcy Court to Liquidate Assets
---------------------------------------------------------------
Goody's LLC, formerly known as Goody's Family Clothing, Inc., and
13 affiliates are back in bankruptcy, seeking Chapter 11
protection in the U.S. Bankruptcy Court for the District of
Delaware due to slumping sales.

This is the second time Goody's has filed for Chapter 11, aiming
to streamline operations and cut underperforming stores.  Seven
months ago, the company and 19 of its affiliates filed for
Chapter 11 protection in Delaware.  The company emerged from its
first bankruptcy Oct. 20, 2008, after closing more than 70 stores.

Bloomberg News reported, citing CFO David Peek, Goody's suppliers
stopped shipping on credit after Thanksgiving. According to the
report, monthly same-store sales since October fell four to six
times more than the company had expected, dropping as much as 19
percent from 2007 levels.  The net loss was $91 million for the 11
months through Jan. 3 on sales of $786 million, said Goody's,
which has 282 stores.

In its second bankruptcy petition, the company disclosed assets of
$206 million against debt of $202 million as of Jan. 3, 2009.
Debt includes a $29 million secured revolving credit with General
Electric Commercial Capital as agent, and secured term loans of
$10 million, $15 million and $20 million, Bloomberg reported.

Goody's LLC has filed a list of 20 largest unsecured creditors.
Quebecor World (USA) Inc., which has also sought creditor
protection in the U.S. and Canada, is the largest unsecured
creditor, with a $1.4 million claim.

As reported in yesterday's Troubled Company Reporter, Corsicana
Daily Sun reported that Goody's Family would sell all of its 287
stores during the bankruptcy proceedings.

Bloomberg's Bill Rochelle notes that Goody's isn't the only
retailer returning to Chapter 11 so quickly.  He recounts the new
owners of the 173-store casual apparel retailer Steve & Barry's
put the business back in bankruptcy less than three months after
purchasing the operation.  Home-entertainment retailer Tweeter, he
added, didn't survive four months outside Chapter 11.

                       About Goody's Family

Headquartered in Knoxville, Tennessee, Goody's Family Clothing
Inc. -- http://www.shopgoodys.com/-- operates chains of clothing
stores.  The company is owned by Goody's Holdings Inc., a non-
debtor entity.  As of May 31, 2008, the company operated 355
stores in several states with approximately 9,868 personnel of
which 170 employees are covered under a collective bargaining
agreement.  The company and 19 of its affiliates filed for Chapter
11 protection on June 9, 2008 (Bankr. D. Del. Lead Case No.
08-11133).  Gregg M. Galardi, Esq., and Marion M. Quirk, Esq., at
Skadden Arps Slate Meagher & Flom LLP, and Paul G. Jennings, Esq.,
at Bass, Berry & Sims PLC, represented the Debtors.  The Debtors
selected Logan and Company Inc. as their claims agent.  The
company emerged from bankruptcy Oct. 20, 2008, after closing more
than 70 stores.


GOODY'S LLC: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Goody's, LLC
        1209 Orange Street
        Wilmington, DE 19801

Bankruptcy Case No.: 09-10124

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
New SYDOOG LLC                                     09-10125
New Trebor of TN, LLC                              09-10126
New GOFAMCLO LLC                                   09-10127
New Goodys Giftco, LLC                             09-10128
New Goody's MS, L.P.                               09-10129
New GFCTX, L.P.                                    09-10130
New Goodys IN, L.P.                                09-10131
New GFCTN, L.P.                                    09-10132
New GFCGA, L.P.                                    09-10133
New Goody's ARDC, L.P                              09-10134
New Goody's Retail MS, L.P.                        09-10135
New Goody's TNDC, L.P.                             09-10136
New Goody's Holding TN, LLC                        09-10137

Related Information: The Debtors operate a chain of clothing
                     stores.

                     On June 9, 2008, 20 Goody's related entities
                     filed for Chapter 11 protection, which are
                     administratively consolidated under Case No.
                     08-11133.  Their Chapter 11 plan of
                     reorganization was confirmed on Oct. 7,
                     2008.

                     See: http://www.shopgoodys.com

Chapter 11 Petition Date: January 13, 2009

Court: District of Delaware (Delaware)

Judge: Christopher S. Sontchi

Debtor's Counsel: M. Blake Cleary, Esq.
                  bankfilings@ycst.com
                  Young, Conaway, Stargatt & Taylor LLP
                  1000 West Street, 17th Floor
                  P. O. Box 391
                  Wilmington, DE 19899-0391
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253

Special Counsel: Bass Berry & Sims PLC and Skadden Arps
                 Slate Meagher & Flom LLP

Financial Advisor: FTI Consulting Inc.

Liquidation Agent: Hilco Merchant Resources LLC and
                   Gordon Brothers Retail Partners LLC

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The Debtors' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Quebecor World (USA) Inc.      trade             $1,423,625
PO Box 98668
Chicago, IL 60693-8668
Tel: (847) 839-1260
Fax: (847) 839-1058

Triangles S.C. LLC             trade             $1,165,677
84 Harbor Drive
Jersey City, NJ 07305
Tel: (201) 451-4375
Fax: (201) 526-0160

Lee Company                    trade             $920,614
PO Box 75646
Charlotte, NC 28275
Tel: (336) 424-6000
Fax: (336) 424-7668

All Star Apparel               trade             $887,521
204 W. Spear St. #2430
Carson City, NV 89703
Tel: (858) 205-7827
Fax: (858) 225-3544

Alfred Dunner Inc.             trade             $884,292
1411 Broadway, 36th floor
New York, NY 10018

Inter-Asia Sourcing Ltd.       trade             $758,288
11/F Winful Industrial Bldg.
15-17 Tai Yip St.
Kwun Tong
Kowloon, Hong Kong
Tel: (212) 239-4243
Fax: (212) 504-3081

Shinsung Tongsang Co. Ltd.     trade             $754,194
13 Fl. Yen Sae-Bongrae Bldg.
48-3 Bongraedong 1-Ga
Seoul, S. Korea
Tel: 82-2-3709-9000
Fax: 82-2-3433-3651

CHAPS/WARNCO                   trade             $626,247
250 Spring Street, Ste. 12S351
Atlanta, GA 30303
Tel: (404) 581-0566
Fax: (404) 659-0632

Hybrid                         trade             $593,197
Promotions LLC
10711 Walker Street
Cypress, CA
Tel: (714) 952-3866
Fax: (562) 906-4656

Capellli of New York           trade             $552,352
245 Secaucus Road
Secaucus, NJ 07094
Tel: (212) 684-3344
Fax: (212) 686-4895

Z-Ply Corporation              trade             $519,539
209 West 40th Street
6th Floor
New York, NY 10018
Tel: (212) 398-7011
Fax: (212) 398-7647

Lesotho Precious Garments      trade             $471,672
Ltd.

MJ Fashions/Hypnotik           trade             $458,358

Logo Chair                     trade             $443,270

BSA Fashions Ltd.              trade             $440,181

Russell Athletic Sportswear    trade             $436,095

Active Frontier                trade             $425,836

Kukdong Corporation            trade             $422,700

Idea Nuova                     trade             $389,562

Hanbo                          trade             $388,479

J. America                     trade             $370,818

Hanrimtex                      trade             $357,645

Al Amin Exports                trade             $346,007

At Last/Shahi International    trade             $318,430

ACI Licensing LLC              trade             $312,500

Takeout/Spicy Clothing         trade             $311,374

Alarmex Holdings LLC           trade             $309,303

Golden Touch                   trade             $307,185

Wing Tai                       trade             $300,089

The petition was signed by assistant secretary Regis J. Hebbeler.


GOODY'S FAMILY: Will Close Lincoln Store on January 22
------------------------------------------------------
Citing officials, Pantagraph.com reports that the Goody's Family
Clothing Inc. store on Woodlawn Road in Lincoln will be closed
starting Jan. 22, 2009.  Pantagraph.com relates that the Lincoln
store was opened in February 2004.  It has 20 workers, says the
report.

As reported by the Troubled Company Reporter on Jan. 7, 2009,
Goody's Family will liquidate its operations, closing its
282 stores.  The liquidation has started and will end by March.
The decision was made less than four months after Goody's Family
emerged from Chapter 11 bankruptcy protection.  Goody's Family is
working with its vendors and its parent, PGDYS Lending LLC.

                       About Goody's Family

Headquartered in Knoxville, Tennessee, Goody's Family Clothing
Inc. -- http://www.shopgoodys.com/-- operates chains of clothing
stores.  The company is owned by Goody's Holdings Inc., a non-
debtor entity.


GOTTSCHALKS INC: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Gottschalks Inc. has filed for Chapter 11 bankruptcy protection in
the U.S. Bankruptcy Court for the District of Delaware.  The
company intends to file a variety of first day motions with the
Court that, with Court approval, will allow it to continue to
conduct business as usual without interruption.

In collaboration with its advisors, Gottschalks has determined to
pursue one or more options to create value for stakeholders,
including a sale of its business or other transaction with a
third-party investor through a process to be approved by the Court
in order to attain the highest and best offer from interested
parties.

To fund its continuing operations during the reorganization
process, Gottschalks has negotiated a $125 million debtor-in-
possession (DIP) financing from a group of lenders led by GE
Capital.  Subject to court approval, Gottschalks will use the DIP
credit facility to fund its working capital requirements,
including employee wages and benefits, certain vendor payments and
other operating expenses during the reorganization process.
Gottschalks anticipates that the DIP credit facility will be
sufficient to carry the company through the reorganization
process.

Gottschalks Chairperson and CEO Jim Famalette stated, "This was a
very difficult, but necessary decision; however, we want to assure
our employees and loyal customers that Gottschalks will be
conducting business as usual.  Gottschalks is very proud of its
104-year heritage and our culture as the 'hometown store' serving
the communities where our stores operate.  While we have
aggressively pursued a number of important steps over the past
year to improve our performance and reduce costs, the persistent
challenges in the economy and recent unexpected reductions to our
borrowing capacity as a result of tightening credit markets have
left us with no other recourse than to pursue a sale of the
company under Court approval in a Chapter 11 proceeding.  The DIP
financing will provide us with the additional flexibility to
operate on a normalized basis as we conduct the sale process.  We
expect to proceed quickly and hopefully partner with a new owner
that will continue to offer branded high quality merchandise and
the special service that we have always provided to our
customers."

As is customary with public companies that have filed for Chapter
11, Gottschalks expects the OTC bulletin board to temporarily halt
trading of the company's stock pending receipt of additional
information on the company's financial condition and
reorganization plans.  Gottschalks will cooperate in providing any
such information requested by the OTC bulletin board.
The company's principal bankruptcy attorneys are O'Melveny & Myers
LLP and Richards, Layton & Finger.  Gottschalks' financial advisor
is FTI Consulting and its investment bank is Financo.  The
company's claims agent is Kurtzman Carson Consultants.

                      About Gottschalks

Gottschalks is a regional department store chain, currently
operating 58 department stores and three specialty apparel stores
in six western states, including California (38), Washington (7),
Alaska (5), Oregon (5), Nevada (1) and Idaho (2).  Gottschalks
offers better to moderate brand-name fashion apparel, cosmetics,
shoes, accessories and home merchandise.  Gottschalks offers
corporate information and selected merchandise on its website
located at www.gottschalks.com.


GOVERNOR'S ESTATE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Governor's Estate, LLC
        524 S. Houston Lake Road, Suite B500
        Warner Robins, GA 31088-9027

Bankruptcy Case No.: 09-50017

Chapter 11 Petition Date: January 5, 2009

Court: United States Bankruptcy Court
       Middle District of Georgia (Macon)

Debtor's Counsel: Ward Stone, Jr., Esq.
                  Stone & Baxter, LLP
                  577 Mulberry Street, Suite 800
                  Fickling and Co. Building
                  Macon, GA 31201
                  Tel: (478) 750-9898
                  Fax: (478) 750-9899
                  Email: wstone@stoneandbaxter.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/gamb09-50017.pdf

The petition was signed by Thomas C. Hollingsworth, Manager of the
company.


GREATER CORNERSTONE: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Greater Cornerstone Baptist Church
        8350 Forest Lane
        Dallas, TX 75243
        Tel: 214-349-7701

Bankruptcy Case No.: 09-40076

Chapter 11 Petition Date: January 6, 2009

Court: Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Company Description: The Debtor operates a baptist church in
                     Dallas.
                     See: http://www.greatercornerstone.org/

Debtor's Counsel: Reedy Macque Spigner
                  Spigner & Gallerson
                  555 Republic Drive, Suite 101
                  Plano, TX 75074
                  Tel: (972) 881-0581
                  Fax: (972)424-1309
                  Email: spigner@glocktech.net

Total Assets: $5,217,200

Total Debts: $3,263,896

The petition was signed by David E. Wilson, pastor of the
church.

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

             http://bankrupt.com/misc/teb09-40076.pdf


HABERSHAM DEVELOPMENTS: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Habersham Developments, LLC
        584 Skyland Drive
        Cornelia, GA 30531
        Tel: (770) 656-0420

Bankruptcy Case No.: 09-20039

Chapter 11 Petition Date: January 5, 2009

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

Debtor's Counsel: Anne L. Blitch, Esq.
                  Duane Morris, LLP
                  1180 W. Peachtree Street, Suite 700
                  Atlanta, GA 30309-3448
                  Tel: (404) 253-6962
                  Email: alblitch@duanemorris.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 Clark, President of the company.


HAYES LEMMERZ: Fitch Downgrades Issuer Default Rating to 'B-'
-------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Ratings and
outstanding debt ratings of Hayes Lemmerz International Inc. and
subsidiaries:

Hayes Lemmerz International, Inc.

  -- Issuer Default Rating to 'B-' from 'B';
HLI Operating Company, Inc.

  -- IDR to 'B-' from 'B';

  -- Senior secured revolving credit facility to 'B+/RR2' from
     'BB/RR1';

Hayes Lemmerz Finance - Luxembourg S.A. (European Holdco)

  -- IDR to 'B-' from 'B';

  -- Senior secured revolving credit facility to 'B+/RR2' from
     'BB/RR1';

  -- Senior secured Euro synthetic LOC facility to 'B+/RR2' from
     'BB/RR1';

  -- Senior secured Euro term loan to 'B+/RR2' from 'BB/RR1';

  -- Senior unsecured Euro notes to 'CCC/RR6' from 'B-/RR5'.

All ratings remain on Rating Watch Negative (where they were
originally placed on Dec. 11, 2008).  Fitch's actions affect
approximately $570 million of on balance sheet debt.

The downgrades reflect ongoing market weakness in the automotive
industry, particularly the significant decline in Europe, which is
exhibiting a sharper drop than Fitch previously expected.  The
downgrades also reflect Fitch's concerns regarding HAYZ's ability
to meet and maintain compliance with the tightening leverage
covenant in the company's credit agreement, which is in the
process of being renegotiated.

The ratings remain on Rating Watch Negative as discussed in the
Dec. 11, 2008 Fitch commentary.  The Rating Watch Negative is also
based on Fitch's concerns about the tightening covenants in HAYZ's
credit facility and the ongoing negotiations to amend these
covenants and possibly other elements of the credit agreement.  As
discussed in the aforementioned commentary, the Rating Watch
Negative is based on the uncertain longer-term federal assistance
for the U.S. OEMs and the impact of a potential bankruptcy filing
by General Motors (and Fitch's view that this would be followed by
a bankruptcy at Ford).  Given its smaller profile, it is unlikely
that a bankruptcy filing by Chrysler would have the same impact.

The federal assistance plan for General Motors and Chrysler is a
positive for the entire supply chain, solidifying production and
the continued extension of trade credit into the first quarter of
2009.  Although the plan forestalls the threat of immediate
bankruptcy, Fitch views it as a temporary measure that does not
materially improve the companies' potential for long-term
viability.  Fitch expects that the agreement will be significantly
restructured and clarified in 2009 under a new administration and
a new Congress.  The short timeframe of the current agreement, the
complexity of several components (competitive wage rates, VEBA
funding, forced debt exchange) and the non-binding nature of the
agreement provide significant room for definition or alteration.

In the event of a General Motors bankruptcy, Fitch believes that
the resulting contraction in auto production, the supply chain,
trade credit and capital-access would cause widespread shutdowns
and bankruptcies throughout the supply chain.  Fitch notes that
even if the OEMs avoid bankruptcy, major restructurings of their
operations will occur, causing material changes in the operations
of their Tier I suppliers.  In the event of a General Motors
bankruptcy, Fitch's prospective IDR for HAYZ could be 'CCC'.

Europe accounts for approximately 58% of HAYZ's sales.  Fitch
expects global automotive market weakness to continue through
2009.  From already weak 2008 levels, U.S. automotive sales are
expected to decline 10.7% to 11.6 million units and Western
European production is forecasted to be down 12% to 15%.  Fitch
estimates no material rebound in commercial truck volume next year
in North America especially in the first half and commercial truck
production in Western Europe to decline significantly.

Fitch remains concerned with HAYZ's ability to meet and maintain
its tightening leverage covenant.  HAYZ is in the process of
renegotiating its bank covenants this quarter, which is necessary
but could also lead to increased leverage.  HAYZ's senior secured
credit facility net leverage covenant tightens from 3.5 times at
Oct. 31, 2008 to 3.0x at the end of April 2009.  The company
reported 2.5x credit facility net leverage at the end of October.

Additional ratings concerns include the possibility that
additional weakness in the auto and commercial truck markets could
pressure HAYZ's cash flow and margins in its current quarter and
next year.  To adjust to the volume declines HAYZ has reduced
manufacturing costs, reduced SG&A expenses, and brought its
capital expenditures down to maintenance levels.

The ratings are supported by HAYZ's leading position in the global
wheel market, geographic and customer diversity, and significant
progress in restructuring operations.  HAYZ has no significant
debt maturities until 2014.

Fitch has adjusted its recovery valuation of HAYZ to reflect the
more severe market downturn.  The analysis remains based on a
going concern scenario rather than liquidation.  Recovery ratings
on the senior secured debt has been downgraded to 'RR2' (71%-90%
recovery) from 'RR1' and the recovery ratings on HAYZ's senior
unsecured Euro notes has been downgraded to 'RR6' (0%-10%
recovery) from 'RR5'.

Including the cash and marketable securities balance of
$57 million, total liquidity at the end of HAYZ's third quarter on
Oct. 31, 2008 was approximately $166 million.  At quarter end,
HAYZ had $16 million of borrowing under its $125 million secured
revolver.  As of October 31, Fitch calculates that HAYZ debt-to-
LTM EBITDA remained virtually flat at 3.7 times, from 3.8x at the
end of its fiscal year ending January 30.  Fitch's calculated
debt-to-EBITDA metric is more conservative than the company's
reported debt-to-LTM adjusted EBITDA figure.

HAYZ is the world's largest producer of automotive and commercial
highway steel and aluminum wheels, having operations in 13
countries and approximately 7,500 employees.  HAYZ is a wheels-
focused company after divestures of its components segment
businesses over the last several years.  96% of HAYZ 2007 fiscal
year revenue came from global wheel sales and 80% of the company's
revenue came from outside the U.S.


HEATHERWOOD HOLDINGS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Heatherwood Holdings, LLC
        400 St. Annes Drive
        Birmingham, AL 35244
        Tel: (205) 991-7474

Bankruptcy Case No.: 09-00076

Chapter 11 Petition Date: January 6, 2009

Court: Northern District of Alabama (Birmingham)

Judge: Tamara O. Mitchell

Company Description: The Debtor owns and operates Heatherwood
                     Country Club, an 18-hole regulation length
                     golf course in Birmingham, Alabama.

Debtor's Counsel: Steven D. Altmann
                  Najjar Denaburg, P.C.
                  2125 Morris Avenue
                  Birmingham, AL 35203
                  Tel: (205) 250-8466
                  Email: saltmann@najjar.com

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

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

The petition was signed by Jonathan L. Kimerling, manager of the
company.

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

             http://bankrupt.com/misc/anb09-00076.pdf


HEIGHTS VENTURE: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Heights Venture, Ltd.
        1901 Taft St.
        Houston, TX 77006
        Tel: (713) 522-9444
Bankruptcy Case No.: 09-30088

Chapter 11 Petition Date: January 5, 2009

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

Debtor's Counsel: Anthony Laurent Laporte, Esq.
                  Hanszen Laporte
                  4309 Yoakum
                  Houston, TX 77006
                  Tel: (713) 522-9444
                  Fax: (713) 524-2580
                  Email: alaporte@hanszenlaporte.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/txsb09-30088.pdf

The petition was signed by Thomas F. Noons, President of the
company.


HMSC CORP: S&P Downgrades Counterparty Credit Rating to 'B-'
------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its
counterparty credit rating on HMSC Corp., the intermediate holding
company of Swett & Crawford Group Inc., to 'B-' from 'B'.  The
outlook is stable.

At the same time, Standard & Poor's lowered its senior secured
debt rating on HMSC's first-lien term loan to 'B-' (the same as
the counterparty credit rating) from 'B'.  The recovery rating on
this debt remains unchanged at '3', indicating the expectation for
meaningful (50%-70%) recovery in the event of a payment default.
S&P also lowered its rating on the company's second-lien term loan
to 'CCC' (two notches lower than the counterparty credit rating)
from 'CCC+'.  The recovery rating remains unchanged at '6',
indicating the expectation for negligible (0%-10%) recovery in the
event of a payment default.

"The downgrade contemplates the company's high debt-servicing
needs in conjunction with top-line pressure that may translate
into another year of weak EBITDA fixed-charge coverage of about
1.5x, which is below our expectation of 1.9x," said Standard &
Poor's credit analyst Tracy Dolin.  "The rating actions also
reflect our expectation for another year of competitive pricing,
negative effects from the recession, and less financial
flexibility."


HYDRON TECHNOLOGIES: Auditor Raises Going Concern Doubt
-------------------------------------------------------
Sherb & Co., LLP, in Boca Raton, Florida, in a letter dated
January 12, 2009, to the Audit Committee of Hydron Technologies,
Inc., expressed substantial doubt about the company's ability to
continue as a going concern.

The firm audited the consolidated balance sheets of Hydron
Technologies, Inc. as of September 30, 2008 and 2007 and the
related consolidated statements of operations, changes in
shareholders' equity and cash flows for the for the year ended
September 30, 2008 and the nine months ended September 30, 2007.

"The company has experienced losses from operations in 2008 and
2007.  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 $1,357,128, total liabilities of $490,920, minority
interest in consolidated partnership of $185,653, and total
shareholders' equity of $680,555.  The company posted a net loss
of $699,192 for the year ended September 30, 2008, compared with a
net loss of $745,119 for the same period a year earlier.

Through September 30, 2008, Hydron Technologies marketed a broad
range of cosmetic and oral health care products, many using a
moisture-attracting ingredient and a topical delivery system for
active ingredients including pharmaceuticals.  The company holds
U.S. and international patents on, what management believes is,
the only known cosmetically acceptable method to suspend the
Hydron polymer in a stable emulsion for use in personal care and
cosmetic products.  The company also developed other personal care
and cosmetic products for consumers using its patented technology.

On November 11, 2008, the company entered into certain agreements
with Brand Builders International, LLC -- Harezi -- effective
October 1, 2008, relating to a joint venture between the company
and Harezi to be formed as Brand Builders Rx, LLC.  The Joint
Venture was formed for the purpose of designing, marketing,
selling, and managing certain technologies and products including,
but not limited to, those contributed by the company.

"As a consequence of its participation in the Joint Venture, the
company's need for cash is no longer tied to funding the working
capital and other capital requirement of an operating business.
Other than the obligation to pay dividends on the Series A
Preferred Shares to the extent of distributions received from the
Partnership from funds legally available, the company will only
have certain administrative costs, including legal and accounting
costs relating to the preparation and filing of periodic reports
with the Securities and Exchange Commission.  As a result, the
company believes that its current capital balances will be
sufficient to meet its working capital needs for at least the next
two years.  Additionally, while the company has retained certain
liabilities, it has retained sufficient cash to meet them should
they become payable and due," Richard Banakus, chairman of the
board, interim president principal financial and accounting
officer, disclosed in a regulatory filing.

A full-text copy of the company's annual report is available for
free at: http://researcharchives.com/t/s?3801


INSTANT WEB: S&P Downgrades Corporate Credit Rating to 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Chanhassen, Minnisotta-based Instant
Web Inc.  At the same time, S&P removed these ratings from
CreditWatch, where they were placed with negative implications on
Oct. 24, 2008.  The corporate credit rating was lowered to 'B-'
from 'B', and the rating outlook is negative.

S&P lowered the issue-level rating on the company's senior secured
first-lien credit facilities to 'B-' (at the same level as the 'B-
' corporate credit rating) from 'B'.  S&P also revised the
recovery rating on these loans to '4', indicating S&P's
expectation of average (30% to 50%) recovery for lenders in the
event of a payment default, from '3'.

S&P also cut its issue-level rating on Instant Web's senior
secured second-lien term loan and on parent company IWCO Direct
Inc.'s senior unsecured credit facility to 'CCC' (two notches
lower than the 'B-' corporate credit rating) from 'CCC+'.  The
recovery rating on these loans remains at '6', indicating S&P's
expectation of negligible (0% to 10%) recovery for lenders in the
event of a payment default.

"The ratings downgrade reflects our concern about a possible
financial covenant violation in the company's credit facilities by
the end of 2009, given our expectation that the weak economy will
negatively affect demand for direct mail, and that EBITDA will
decline in the high-single-digit area for the year," said Standard
& Poor's credit analyst Ariel Silverberg.

S&P expects the decline in EBITDA in 2009, in conjunction with the
step-down in the company's net debt to EBITDA covenant in the
fourth quarter of 2009 , to result in an EBITDA cushion of less
than 5% at the end of the year (the cushion as of Sept. 30, 2008
was 16%) Instant Web is a private company and, therefore, does not
publicly disclose its financial information, including specific
covenant levels.  This is notwithstanding actions that management
has already taken to meaningfully reduce its cost structure (it
closed its New York and North Carolina operating facilities in
2008).  S&P's revenue and EBITDA decline expectation stems from
its belief that volume will be down meaningfully in the first half
of the year, and at least flat to down modestly in the second half
of the year.  S&P also expects pricing to be lower on average than
in 2008.

As a response to declining demand, Instant Web has reduced its
cost structure through closing and consolidating operating
facilities since the end of 2007.  The company has been successful
at achieving some margin improvement from these actions: EBITDA
margin increased 190 basis points year over year in the third
quarter of 2008.  S&P believes that the company will be successful
achieving the majority of the remaining cost savings it expects.
However, it is S&P's expectation that the cash cost to implement
these savings, in conjunction with lower EBITDA over the next few
quarters, will result in minimal to negative operating cash flow
in 2009.  S&P anticipates that the company will rely on cash
balances to meet any residual funding needs, including minimal
capital expenditures, and approximately $2.5 million in required
amortization payments on its credit facilities.

The rating on Instant Web, a wholly owned subsidiary of IWCO
Direct, reflects the possibility of a near-term covenant
violation, its high debt leverage, its narrow business focus in a
competitive operating environment, and customer concentration
within the financial services industry.


INTERSTATE BAKERIES: May Have Fate of Delphi or Solutia
-------------------------------------------------------
Interstate Bakeries Corp.'s Chapter 11 Plan, which the U.S.
Bankruptcy Court for the Western District of Missouri confirmed
Dec. 5, may be falling apart after lenders refused to comply with
their earlier commitments to invest money for IBC's exit from
bankruptcy.

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.

IBC recently obtained approval from the U.S. Bankruptcy Court for
the Western District of Missouri to employ Kasowitz, Benson,
Torres & Friedman LLP as special litigation and conflicts counsel.
Kasowitz Benson has been tapped to, among other things, "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."

To recall, the Court authorized the Debtors 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 Court's confirmation of IBC's Plan on Dec. 5,
2008 -- which included the nearly $600 million in financing
agreements, and provided that Ripplewood Holdings LLC would take
control of the reorganized company -- the Debtors had informed the
Bankruptcy Court 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. 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, however, the financing arrangements with
respect to the $125 million commitment by General Electric are
still being negotiated.

"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.

According to Bloomberg's Bill Rochelle, court filings don't say
which of the investors is holding back on making the investment
and delaying implementation of the Plan.

Other large bankrupt companies have faced a fate similar to IBC's.
In January 2008, Solutia Inc., was threatened with delays on
implementing its bankruptcy exit plan, after banks led by
Citigroup terminated their commitment to provide $2 billion in
exit financing, due to deteriorating conditions in the credit
markets.  The banks, in response to a suit by Solutia, said that a
clause in their agreements allowed them to terminate their
obligations in the event of "adverse change" and that the
conditions in the credit markets constituted as such.  Solutia,
after negotiations, eventually obtained $2.05 funding from lenders
and dropped a lawsuit against lead arrangers Citigroup Inc.,
Goldman Sachs Group Inc. and Deutsche Bank AG.  Solutia emerged
from bankruptcy Feb. 28, 2008.

Autoparts supplier Delphi Corp. also had problems securing
compliance from its exit facility lenders and is still languishing
in bankruptcy.  Delphi obtained confirmation of its Chapter 11
exit plan in January 2008, and targeted an emergence three months
later.  However, a group of lenders, led by David Tepper-managed
Appaloosa Management, L.P., terminated their commitment to provide
$2.55 billion in exit equity commitment to Delphi.  Appaloosa said
that it had the right to terminate the deal after Delphi gave more
control to its chief customer, General Motors Corp., including
allowing a GM entity to fund $2.83 billion of Delphi's required
US$6.1 billion in debt financing.  Delphi has sued Appaloosa and
the suit is still due for trial March 2009.  Delphi has filed a
revised Chapter 11 plan, which does not require Appaloosa's money
but requires more financing from GM.  GM is facing its own crisis
due to lower demand for its automobiles; it recently obtained a
three-year US$13.4 billion loan from the U.S. Treasury that would
help it avert collapse.

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


JAMES CLAWSON: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: James L. Clawson
        3231 Garwin Road
        Marshalltown, IA 50158

Bankruptcy Case No.: 09-00018

Chapter 11 Petition Date: January 5, 2009

Court: United States Bankruptcy Court
       Southern District of Iowa (Des Moines)

Debtor's Counsel: Jerrold Wanek, Esq.
                  835 Insurance Exchange Bldg.
                  505 Fifth Avenue
                  Des Moines, IA 50309
                  Tel: (515) 243-1249
                  Fax: (515) 244-4471
                  Email: wanek@dwx.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/iasb09-00018.pdf

The petition was signed by James L. Clawson.


JAZZ PHARMACEUTICALS: Gets Default Notice; Expects Lower Cash Burn
------------------------------------------------------------------
Jazz Pharmaceuticals, Inc., (Nasdaq: JAZZ) said in a regulatory
filing that it did not make the approximately $4.5 million
quarterly interest payment that was due on December 31, 2008, with
respect to its $119 million principal amount of senior secured
notes outstanding under a senior secured note and warrant purchase
agreement among Jazz Pharmaceuticals, JPI Commercial, LLC, a
wholly-owned subsidiary of the company, the other credit parties
party thereto, the holders of the senior secured notes of JPIC,
and LB I Group Inc., as a purchaser and as collateral agent, dated
as of March 14, 2008.

Matthew K. Fust, executive vice president and chief financial
officer of Jazz Pharmaceuticals, had said that the failure to pay
the December Interest Payment constitutes an event of default
under the Loan Agreement and permits the Purchasers holding at
least 50% in principal amount of the Notes outstanding under the
Loan Agreement to accelerate payment of the Notes at their
election.

Mr. Fust added that on January 8, 2009, the company received a
notice of default under the Loan Agreement; the company has not
received any acceleration notice from the Majority Holders.
Interest will accrue from December 31, 2008, on the outstanding
obligations under the Loan Agreement at the regular interest rate
provided for pursuant to the Loan Agreement and the Notes, plus 2%
as a result of the company's non-payment of the December Interest
Payment.  The company had been working with Collateral Agent and
the other Purchasers to resolve the matter prior to and since the
date on which the December Interest Payment was due and will
continue to seek to resolve the matter with the Collateral Agent
and the Purchasers.

                         Cash Burn in 2008

In a separate regulatory filing on Jan. 12, the company said that
as a result of the continuing increase in product sales, cost
cutting measures that it implemented in 2008, and the previously
disclosed reductions in force in June, November and December 2008,
the company's cash burn for 2009, beginning with the first
quarter, is expected to be significantly lower than its 2008 cash
burn.

Jazz Pharmaceuticals announced Dec. 16 a reduction in force of 71
employees, or approximately 24% percent of its work force, to
lower operating expenses.  The company expects to record a charge
of approximately $1.9 million in the fourth quarter of 2008
related to this workforce reduction.  The company also announced
that its chief financial officer, Matt Fust, has decided to leave
the company at the end of 2008 to pursue other professional
interests.  His responsibilities were assumed by other members of
the executive management team.

The company also said Jan. 12 that cash and cash equivalents at
December 31, 2008 were approximately $27.0 million.

The company estimates that Xyrem(R) (sodium oxybate) sales for the
fourth quarter of 2008 were in excess of $15.5 million. This
reflects a continuing increase in product sales and, to a small
extent, a 29% price increase effective December 15, 2008.  The
company estimates that ex-factory sales of Luvox CR(R)
(fluvoxamine maleate) for the fourth quarter of 2008 were in
excess of $3.0 million.

The company also said that it is in discussions with Solvay
Pharmaceuticals, Inc. in connection with a possible restructuring
of the payments due to Solvay with respect to Luvox CR, and in
connection with those discussions, the parties agreed to delay the
payment that would otherwise have been due on December 15, 2008
until January 15, 2009; and there is a 15-day cure period for
making that payment.

Jazz Pharmaceuticals had assets of $179,793,000 and stockholder's
deficit of $38,179,000 of Sept. 30, 2008.  It incurred a net loss
of $127,399,000 for the first nine months of 2008, compared with a
net loss of $78,806,000 during the same period in 2007.

                    About Jazz Pharmaceuticals

Jazz Pharmaceuticals -- http://www.JazzPharmaceuticals.com/
-- is a specialty pharmaceutical company focused on identifying,
developing and commercializing innovative products to meet unmet
medical needs in neurology and psychiatry.
The company operates one business segment but has four key
products, Xyrem, Antizol, Luvox and Cystadane.


JOHN PINEAU: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: John F Pineau
        104 Oakford Avenue
        Edgewater, MD 21037

Bankruptcy Case No.: 09-10035

Chapter 11 Petition Date: January 2, 2009

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: James F. Schneider

Debtor's Counsel: Howard M. Heneson, Esq.
                  Christman & Fascetta LLC
                  810 Gleneagles Court, Suite 301
                  Towson, MD 21286
                  Tel: (410) 494-8388
                  Fax: (410) 494-8389
                  Email: hheneson@bankruptcymd.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/mdb09-10035.pdf

The petition was signed by John F. Pineau.


JOSE SANTOS RUIZ: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Jose Santos Ruiz
        Juana Laura Ruiz
        dba Santos Motors & Used Parts
        2200 Monterrey St.
        Hidalgo, TX 78557
        Tel: (956) 843-9959

Bankruptcy Case No.: 09-70031

Chapter 11 Petition Date: January 6, 2009

Court: Southern District of Texas (McAllen)

Debtor's Counsel: Ellen C. Stone
                  The Stone Law Firm PC
                  4900 N. 10th St., Suite A2
                  McAllen, TX 78504
                  Tel: (956) 630-2822
                  Fax: (956) 631-0742
                  Email: ignmca@ellenstonelaw.com

Total Assets: $1,531,504

Estimated Debts: $1,159,039

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

             http://bankrupt.com/misc/tsb09-70031.pdf


KASEY REALTORS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Kasey Realtors, LLC
        1978 Hendersonville Road, Suite 10
        Asheville, NC 28803

Bankruptcy Case No.: 09-10001

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Kasey Properties, LLC                              08-10980

Chapter 11 Petition Date: January 2, 2009

Court: United States Bankruptcy Court
       Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: Joseph W. Grier, III, Esq.
                  Grier, Furr & Crisp, P.A.
                  101 N. Tryon Street, Suite 1240
                  One Independence Center
                  Charlotte, NC 28246
                  Tel: (704) 332-0201
                  Fax: (704) 332-0215
                  Email: jgrier@grierlaw.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/ncwb09-10001.pdf

The petition was signed by Gerald J. Kasey, Member/Manager of the
company.


KREDIT CARE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------

Debtor: Kredit Care Inc.
        Post Office Box 7877
        Spanish Fort, AL 36577

Bankruptcy Case No.: 09-10031

Chapter 11 Petition Date: January 5, 2009

Court: United States Bankruptcy Court
       Southern District of Alabama (Mobile)

Debtor's Counsel: Barry A. Friedman, Esq.
                  Barry A. Friedman and Associates P.C.
                  P. O. Box 2394
                  Mobile, AL 36652-2394
                  Tel: (251) 439-7400
                  Email: bky@bafmobile.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 incorporated
in its petition filing, a full-text copy of which is available for
free at:

            http://bankrupt.com/misc/alsb09-10031.pdf

The petition was signed by Z. Wayne Gatlin, President of the
company.


LANDRY RESTAURANTS: S&P Keeps B Corp. Credit Rating at Neg. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services announced that its ratings on
Houston-based Landry's Restaurants Inc., including the 'B'
corporate credit rating, remain on CreditWatch with negative
implications, where they were placed on Jan. 28, 2008.  Also, the
ratings on its unrestricted subsidiary, Las Vegas-based Golden
Nugget Inc. will remain on CreditWatch with negative implications,
where they were placed on Jan. 28, 2008.

This action follows Landry's announcement that it has terminated
the agreement in which the company's CEO and Chairman Tilman J.
Fertitta would purchase the outstanding public shares.  Landry's
terminated the agreement after the SEC required that the company
disclose certain information from a commitment letter from lenders
that would have provided financing for transaction, which includes
funds to refinance the company's $400 million of senior unsecured
notes.  The same lenders also committed alternative financing in
case the transaction was not consummated so that the company could
refinance those notes, which effectively mature on March 1, 2009.
However, if the company disclosed information from the commitment
letter, it would have violated a confidentiality agreement and
allowed the lenders to terminate their financing commitments.
Consequently, Landry's did not want to risk losing the alternative
financing and terminated the agreement with Fertitta, which meant
the company neither had to file a proxy statement associated with
the transaction nor disclose the contents of the commitment
letter.

"While Standard & Poor's does not know the terms of the
alternative financing at this point," said Standard & Poor's
credit analyst Charles Pinson-Rose, "we expect that debt leverage
at Landry's will likely be commensurate with current levels after
the refinancing, but also expect interest costs to be
significantly higher."  That, coupled with very weak consumer
spending in the near-to-intermediate term hurting sales and
profits, will also put pressure on ratings.


LEAR CORP: S&P Downgrades Corporate Credit Rating to 'B-'
---------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its
corporate credit rating on Southfield, Michigan-based Lear Corp.
to 'B-' from 'B'.  At the same time, S&P also lowered its issue-
level ratings on the company's debt.  The ratings remain on
CreditWatch, where they had been placed with negative implications
on Nov. 13, 2008.

The downgrade reflects S&P's view that declining auto sales and
production in North America (45% of sales) and Europe (43%) during
2009 will lower Lear's profitability and cash flow generation and
strain liquidity.  S&P's opinion is based on the rapidly
deteriorating outlook for light-vehicle production in Europe and
the continuing recession in North America, where auto sales will
decline sharply in 2009 from the already weak levels of 2008.  For
example, for the last three months of 2008, the seasonally
adjusted annual rate of light-vehicle sales in the U.S. was below
11 million units, and S&P expects sales in 2009 to be 10 million
units, 24% below 2008 actual sales.  Total sales in 2008 were 13.2
million units, the weakest since 1992 and down sharply from the
16.1 million units sold in 2007.

"Although Lear has strong positions in the auto seating market and
has been expanding outside North America, its customer
concentration is with automakers that are lowering production
significantly," said Standard & Poor's credit analyst Lawrence
Orlowski.  Its two largest customers, Ford Motor Co. and General
Motors Corp. (excluding the Saab, Volvo, Jaguar, and Land Rover
brands), represented about 42% of global sales in 2007.  Both
companies are suffering from domestic market share losses and
intensified competitive pressures, and they are engaged in
restructuring activities to reduce production capacity and lower
their cost structures.  GM, in particular, has required billions
in loans from the U.S. and Canadian governments to stay afloat.
But despite the government assistance, GM's condition remains
precarious.

Lear's revenue is also heavily dependent on sales of SUVs and
pickup trucks, and demand for these products has weakened
substantially.  Even with falling oil prices, S&P believes the
shift in consumer preference away from SUVs is permanent.

Liquidity is constrained by weak cash generation and existing
financial covenants.  On Jan. 6, Lear announced its intention to
seek an amendment of its primary credit facility to obtain greater
financial flexibility.  As of Dec. 31, 2008, the company had about
$1.6 billion in cash and cash equivalents after fully drawing down
its revolving credit facility in the fourth quarter.  Although
Lear was in compliance with all covenants as of
Sept. 27, 2008, the ongoing decline in auto sales seems likely to
pressure covenant compliance in 2009.  The firm's high leverage
ratio and the possibility of a greater-than-expected decline in
EBITDA could substantially reduce the cushion under the leverage
covenant.  S&P does not see Lear generating positive free cash
flow in 2009, so covenant compliance is crucial.

The bulk of Lear's cash needs are in the U.S., where its free cash
flow is weakest and the bulk of its debt resides.  Still, Lear can
move cash balances between certain countries via intercompany
notes and tax-related strategies.


LEHMAN BROTHERS: May Take 18 to 24 Months to Unwind
---------------------------------------------------
On January 14, 2009, representatives of Lehman Brothers Holdings
Inc. participated in a hearing at the United States Bankruptcy
Court for the Southern District of New York where they presented
to the Court an updated status report of the company's bankruptcy
proceedings.

Representatives of LBHI said that the unwinding of Lehman, which
made the largest bankruptcy filing in history, may take two years
to complete.  "We'd like to be out of this situation in between 18
and 24 months," Bryan Marsal, Lehman's restructuring chief, said
at a hearing Jan. 14, Bloomberg reported.

A copy of Alvarez & Marsal's presentation is available for free at

              http://researcharchives.com/t/s?3803

                       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).


LEVEL 3 COMMS: Completes $26MM Offering of 15% Conv. Senior Notes
-----------------------------------------------------------------
Level 3 Communications, Inc., completed its offering of
$26.2 million aggregate principal amount of its 15% Convertible
Senior Notes due 2013.

As of Dec. 24, 2008, Level 3 had not yet accepted for payment any
of its 6% Convertible Subordinated Notes due 2009 in the tender
offer for those notes, the commitment of Walter Scott, Jr. and his
related accounts to purchase 15% Convertible Senior Notes due 2013
was reduced in accordance with the terms of the Securities
Purchase Agreement relating to the Notes from approximately
$37 million to approximately $10.8 million.

Pursuant to Amendment No. 2 to the Securities Purchase Agreement,
Level 3 and the investors amended the Securities Purchase
Agreement to enable Level 3 to issue and sell to Mr. Scott and his
related accounts $26.2 million aggregate principal amount of
additional 15% Convertible Senior Notes due 2013 if Level 3
purchased any of its 6% Convertible Subordinated Notes due 2009
pursuant to the tender offer for such notes.  Because Level 3 has
completed such tender offer, pursuant to the amendment to the
Securities Purchase Agreement, Level 3 has issued and sold the
Notes to Mr. Scott and his related accounts.

The Notes will mature in 2013 and pay 15% annual cash interest.
The Notes are convertible by holders into shares of the Level 3
common stock at an initial conversion price of $1.80 per share,
subject to adjustment upon certain events, at any time before the
close of business on Jan. 15, 2013.  The Notes rank pari passu
with all of the company's senior unsecured indebtedness.

Level 3 also disclosed the completion of its tender offer to
purchase for cash any and all of its outstanding 6% Convertible
Subordinated Notes due 2009.  The aggregate purchase price for the
notes was approximately $116.1 million, including accrued and
unpaid interest on those notes through Dec. 30, 2008.

Level 3 will use all of the net proceeds from the offering of the
Notes, together with approximately $89.9 million of the net
proceeds from Level 3's Dec. 24, 2008, sale of its 15% Convertible
Senior Notes due 2013, to fund its repurchase of the 6%
Convertible Subordinated Notes due 2009 including accrued interest
tendered in the completed tender offer.  The remaining net
proceeds will be used to potentially repurchase, redeem or
refinance existing indebtedness from time to time, for
acquisitions, to enhance liquidity and for general corporate
purposes.  The company's incremental expenses incurred in
connection with the offering of the Notes were nominal.

Citi and Merrill Lynch & Co. acted as financial advisors to the
company in connection with the structuring of the Notes.  Willkie
Farr & Gallagher LLP acted as outside legal counsel to the
company.

A shelf registration statement relating to the Notes offered has
been declared effective by the Securities and Exchange Commission.
Offers and sales of the Notes were made by the related prospectus
and prospectus supplement.

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications Inc.
(Nasdaq: LVLT) -- http://www.level3.com/-- is a provider of
fiber-based communications services.  Level 3 offers a portfolio
of metro and long haul services over an end-to-end fiber network,
including transport, data, Internet, content delivery and voice.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $9.73 billion, total liabilities of $8.93 billion and
stockholders' equity of about $803 million.

For three months ended Sept. 30, 2008, the company reported net
loss of $120.00 million compared to net liss of $174.00 million
for the same period in the previous year.

For nine months ended Sept. 30, 2008, the company reported net
loss of $334.00 million compared to net loss of $1.02 billion for
the same period in the previous year.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 12, 2009,
Moody's Investors Service adjusted Level 3 Communications, Inc.'s
probability of default rating to Ca/LD subsequent to the company
completing tender offer transactions that were interpreted, for
ratings purposes (and as was contemplated in Moody's November 24,
2008 press release that addressed the ratings' impact of the
tender offer), as constituting a distressed exchange that is
tantamount to a default.  As was then noted, the PDR will be
temporarily repositioned to Ca/LD to reflect the limited default
that has occurred; the PDR will be repositioned (back to Caa1,
under review for downgrade) after three business days.


LEVEL 3 COMMS: Completes Tender Offer for 6% Subordinated Notes
---------------------------------------------------------------
Level 3 Communications, Inc., completed its tender offer to
purchase for cash any and all of its outstanding 6% Convertible
Subordinated Notes due 2009.

The depositary for the tender offer has advised Level 3 that an
aggregate of $123,850,000 principal amount of its 6% Convertible
Subordinated Notes due 2009 were validly tendered in the tender
offer for the notes prior to the expiration of the tender offer.

In accordance with the terms of the tender offer, Level 3 accepted
for payment $123,850,000 principal amount of its 6% Convertible
Subordinated Notes due 2009 at a purchase price of $920.00 per
$1,000 principal amount of notes, plus, with respect to the notes,
accrued and unpaid interest up to, but not including, Dec. 31,
2008.  The Payment Date was expected to be on Dec. 31, 2008, with
respect to validly tendered notes.

Pursuant to the terms of the offer, 6% Convertible Subordinated
Notes due 2009 not tendered in the tender offer will remain
outstanding, and the terms and conditions governing the notes,
including the covenants and other protective provisions contained
in the indenture governing such notes, will remain unchanged.

Citi and Merrill Lynch & Co. are the dealer managers for the
tender offer.  Questions regarding the tender offer may be
directed to Citi at (800) 558-3745 (toll-free) and (212) 723-6106
or Merrill Lynch at (888) 654-8637 (toll-free) and (212) 449-4914.

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications Inc.
(Nasdaq: LVLT) -- http://www.level3.com/-- is a provider of
fiber-based communications services.  Level 3 offers a portfolio
of metro and long haul services over an end-to-end fiber network,
including transport, data, Internet, content delivery and voice.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $9.73 billion, total liabilities of $8.93 billion and
stockholders' equity of about $803 million.

For three months ended Sept. 30, 2008, the company reported net
loss of $120.00 million compared to net liss of $174.00 million
for the same period in the previous year.

For nine months ended Sept. 30, 2008, the company reported net
loss of $334.00 million compared to net loss of $1.02 billion for
the same period in the previous year.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 12, 2009,
Moody's Investors Service adjusted Level 3 Communications, Inc.'s
probability of default rating to Ca/LD subsequent to the company
completing tender offer transactions that were interpreted, for
ratings purposes (and as was contemplated in Moody's November 24,
2008 press release that addressed the ratings' impact of the
tender offer), as constituting a distressed exchange that is
tantamount to a default.  As was then noted, the PDR will be
temporarily repositioned to Ca/LD to reflect the limited default
that has occurred; the PDR will be repositioned (back to Caa1,
under review for downgrade) after three business days.


LIVING WORD: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Living Word Christian Center, Inc.
        3018 Old McDuffie Road
        Augusta, GA 30906

Bankruptcy Case No.: 09-10015

Chapter 11 Petition Date: January 5, 2009

Court: United States Bankruptcy Court
       Southern District of Georgia (Augusta)

Judge: Susan D. Barrett

Debtor's Counsel: J. Benjamin Kay, III, Esq.
                  1111 Wachovia Bldg, 699 Broad St.
                  Augusta, GA 30901
                  Tel: (706) 722-2008
                  Fax: (706) 722-0832
                  Email: jbenkay@juno.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/gasb09-10015.pdf

The petition was signed by Walter Cannon, Sr., Administrator/
Pastor of the company.


LNI CONSTRUCTION: Files for Chapter 7 Liquidation
-------------------------------------------------
Arizona Daily Star reports that LNI Construction Inc. has filed
for Chapter 7 liquidation.

Court documents say that LNI Construction listed $418,272.65 in
liabilities and $5,020 in assets.  Arizona Daily relates that LNI
Construction's 25 creditors include:

     -- Arizona Designs Kitchens & Baths, which is owed $55,864;
     -- Headlee Roofing Co. Inc., which is owed $58,671; and
     -- Terra Designs Inc., which is owed $35,492.

Arizona Daily relates that Steven M. Cox assists LNI Construction
in its restructuring effort.

According to Arizona Daily, LNI Construction had constructed a
high-end, luxury speculation home for the Stone Canyon
development, which it was trying to sell two years ago.  LNI
Construction, says Arizona Daily, worked with Pathway Developments
on that home.

LNI Construction Inc. is a builder in Arizona.


LORING ROAD: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Loring Road Venture, Inc.
        5134 North Shores Rd.
        Acworth, GA 30101

Bankruptcy Case No.: 09-60245

Type of Business: Single Asset Real Estate

Chapter 11 Petition Date: January 5, 2009

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

Debtor's Counsel: David L. Miller, Esq.
                  Law Offices of David L. Miller
                  The Galleria - Suite 960
                  300 Galleria Parkway, NW
                  Atlanta, GA 30339
                  Tel: (404) 231-1933
                  Email: millerlawfirm@mindspring.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/ganb09-60245.pdf

The petition was signed by James W. White, Chief Executive Officer
of the company.


LYONDELL CHEMICAL: Bankruptcy Filing Impacts GSC Portfolio
----------------------------------------------------------
GSC Investment Corp. says its $900,000 in Lyondell Chemical
Company became non-performing as a result of the obligor's
bankruptcy filing.

GSC relates that as of November 30, 2008, the value of the
Company's investment portfolio was $136.2 million, principally
invested in 35 portfolio companies and one collateralized loan
obligation fund. The overall portfolio composition consisted of
14.3% first lien term loans, 36.6% second lien term loans, 20.0%
senior secured notes, 10.6% unsecured notes, 18.3% subordinated
notes of GSCIC CLO and 0.2% equity/limited partnership interests.
All portfolio investments (other than its nominal residual
interest in Atlantis Plastics Films, Inc.) were performing as of
November 30, 2008.

Based in New York, GSC Investment -- http://gscinvestmentcorp.com/
-- is a specialty finance company that invests primarily in
leveraged loans and mezzanine debt issued by U.S. middle-market
companies, high yield bonds and collateralized loan obligations.
It has elected to be treated as a business development company
under the Investment Company Act of 1940.  The Company may also
opportunistically invest in distressed debt, debt issued by non-
middle market companies, and equity securities issued by middle
and non-middle market companies.  The Company draws upon the
support and investment advice of its external manager, GSC Group,
an alternative asset investment manager that focuses on complex,
credit-driven strategies.  GSC Investment Corp. is traded on the
New York Stock Exchange under the symbol "GNV."

                      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)


MARIE GILLIS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Marie B. Gillis
        a/k/a MBG Investments
        a/k/a DHH Investments
        a/k/a Crystal Creek Nurseries
        Post Office Box 78
        Soperton, GA 30457

Bankruptcy Case No.: 09-30002

Chapter 11 Petition Date: January 3, 2009

Court: United States Bankruptcy Court
       Southern District of Georgia (Dublin)

Judge: Susan D. Barrett

Debtor's Counsel: Jesse C. Stone, Esq.
                  Merrill & Stone, LLC
                  PO Box 129
                  Swainsboro, GA 30401
                  Tel: (478) 237-7029
                  Fax: 478-237-9211
                  Email: bkymail@merrillstonehamilton.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/gasb09-30002.pdf

The petition was signed by Marie B. Gillis.


MASTEC INC: Moody's Affirms 'Ba3' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed MasTec, Inc.'s Ba3 corporate
family rating and the B1 rating on its senior unsecured notes.
The ratings outlook remains stable.  The ratings affirmation
follows the company's recent announcement that it completed the
acquisition of Wanzek Construction, Inc., a family owned
heavy/industrial construction company that derives most of its
sales from wind farm construction.  The acquisition was funded
with $50 million in cash, 7.5 million shares of MasTec common
stock, a $55 million convertible note, the assumption of $15
million of Wanzek's debt and a two year earnout equal to 50% of
Wanzek's EBITDA in excess of $40 million per year.

The rating is supported by the strategic benefits of the
acquisition that provides MasTec with a full spectrum of
capabilities for the wind generation market and diversifies its
end-markets and customer base while enhancing its presence in an
industry that may have favorable long-term growth fundamentals.
Additionally, Moody's believes that the acquisition does not hurt
credit metrics as MasTec's debt to EBITDA improves to 3.1 times on
a pro forma basis from 3.3 times as of September 30, 2008
(including Moody's standard analytical adjustments), when
factoring in Wanzek's full-year estimated EBITDA of $45 million
and transaction related debt.

Notwithstanding the benefits of the acquisition, Moody's is
concerned over MasTec's ongoing acquisition activity that has
resulted in significantly higher debt levels.  As a result of
Wanzek and other recent acquisitions, balance sheet debt will
likely double to approximately $300 million as of 2008 year-end
from $163 million as of the beginning of the year.  Furthermore,
Moody's remains concerned that weakening economic conditions and
tight credit markets could negatively affect some of MasTec's
customers in 2009, such as wind and telecommunications/utility
companies.  As such, the rating allows for limited shortfalls in
earnings expectations and cash flow.

This rating was affirmed:

  -- Corporate family rating at Ba3;

  -- Probability-of-default rating at Ba3;

  -- $150 million senior unsecured notes due 2017 at B1 (LGD5,
     79%). Point estimate revised from (LGD4, 68%).

The stable ratings outlook reflects Moody's expectation that
operating results and margins will continue to improve due to
contributions from acquisitions and ongoing strength in its core
end-markets, and that debt-to-EBITDA will decline below 3.0 times
in the twelve months following the Wanzek acquisition.
Additional information can be found in the MasTec Credit Opinion
published on Moodys.com.

The last rating action was on January 16, 2007, when Moody's
assigned a B1 rating to the then proposed $150 million senior
unsecured notes of MasTec and affirmed its Ba3 corporate family
rating.  The ratings outlook remained stable.

MasTec, Inc., headquartered in Coral Gables, Florida, is a leading
specialty contractor operating mainly in the United States.  The
company generated revenues of approximately $1.2 billion for the
twelve months ended September 30, 2008.


MATRIX INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Matrix Investments, LLC
        c/o Mark C. Taylor, Esq.
        Hohmann, Taube & Summers, LLP
        100 Congress Avenue, 18th Floor
        Austin, TX 78701
        Tel: (512) 472-5997

Bankruptcy Case No.: 09-30091

Type of Business: Single Asset Real Estate

Chapter 11 Petition Date: January 5, 2009

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

Debtor's Counsel: Mark Curtis Taylor, Esq.
                  Hohmann Taube, et al.
                  100 Congress, Ste. 1600
                  Austin, TX 78701
                  Tel: (512) 472-5997
                  Email: markt@hts-law.com

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

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

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

             http://bankrupt.com/misc/txsb09-30091.pdf

The petition was signed by Marc Harvey, President, Linmark
Financial Inc-Manager.


MEGOLA INC: Auditor Raises Going Concern Doubt
----------------------------------------------
Megola Inc. filed with the U.S. Securities and Exchange Commission
on January 12, 2009, its Annual Report on Form 10-KSB for the year
ended July 31, 2007.  The annual report included a going concern
opinion from the company's independent registered public
accounting firm.

Schwartz Levitsky Feldman LLP, in Ontario, Canada, in a letter
dated November 21, 2008, to the shareholders of Megola Inc.
expressed substantial doubt about the company's ability to
continue as a going concern.  The firm audited the consolidated
balance sheet of Megola Inc. as at July 31, 2007, and the related
consolidated statement of operations and comprehensive loss,
changes in stockholders' equity, and cash flows for the year then
ended.  Schwartz Levitsky noted that the continuance of the
company is dependent on its future profitability and the ongoing
support of its stockholders, affiliates and creditors. "This
raises substantial doubt about its ability to continue as a going
concern."

Joel Gardner, president, chief executive officer, principal
financial officer and principal accounting officer, disclosed that
at July 31, 2007, the company had an accumulated deficit of
$5,078,725.  Cash and cash equivalents at July 31, 2007 were
$32,660 and $4,858 at July 31, 2006.

"Megola is also pursuing other financial resources to augment its
cash requirements for retirement of debt, expansion of operations
and acquisition of suitable companies and products.  Our success
and ongoing financial viability is contingent upon its selling of
our products and the related generation of cash flows.  We
evaluate our liquidity and capital needs on a continuous basis and
based on our requirements and capital market conditions may, from
time to time, raise working capital through additional debt or
equity financing.  There is no assurance that such financing will
be available in the future to meet our additional capital needs,
or that any such terms or conditions of any such financing would
be favorable to us.  Both our current growth and expanded business
involve significant financial risk and require significant capital
investment."

"Our ability to continue as a going concern is dependent on our
ability to raise funds to implement our planned development;
however we may not be able to raise sufficient funds to do so.
Our independent auditors have indicated that there is substantial
doubt about our ability to continue as a going concern over the
next twelve months.  Our poor financial condition could inhibit
our ability to achieve our business plan.  Because we are
currently operating at a substantial loss, an investor cannot
determine if we will ever become profitable.  In order to become
profitable, we will still need to secure additional debt or equity
funding.  We hope to be able to raise additional funds from an
offering of our stock in the future."

As of July 31, 2007, the company's balance sheet showed total
assets of $1,580,515, total liabilities of $679,044, and total
stockholders' equity of $901,471.  The company posted a net loss
of $740,752 for the year ended July 31, 2007, and a net loss of
$859,715 for the same period a year earlier.

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

                         About Megola Inc.

Megola, Inc. was incorporated in Ontario, Canada, on August 28,
2000, and was formed to sell physical water treatment devices to
residential, commercial, industrial and agricultural end-users in
the United States, Canada and other international locations under
a license granted by the German manufacturer, Megola GmbH. Initial
operations and sales began in October 2000.  The company's
principal product is its ScaleGuard Systems.  Megola's ScaleGuard
technology cost effectively conditions hard water while also
eliminating the historical build-up of scale caused by hard water
in residential, commercial and industrial applications.


MERIDIAN PREMIER: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Meridian Premier Management LLC
        4934 NW Loop 410
        San Antonio, TX 78229

Bankruptcy Case No.: 09-50110

Chapter 11 Petition Date: January 6, 2009

Court: Western District of Texas (San Antonio)

Debtor's Counsel: Charles R. Bomba
                  11230 West Ave, Suite 3201
                  San Antonio, TX 78213
                  Tel: (210) 366-2317
                  Email: Bombalaw@aol.com

Total Assets: $6,775,000

Total Debts: $5,117,830

The petition was signed by Evan Jacobson, authorized
representative of the company.

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

             http://bankrupt.com/misc/twb09-50110.pdf


MERISANT WORLDWIDE: Receives Approval of "First Day" Motions
------------------------------------------------------------
Merisant Worldwide, Inc., has filed various "first day" motions
before the U.S. Bankruptcy Court for the District of Delaware.  As
of Jan. 13, 2009, Merisant and its affiliates have obtained
interim or final approval to:

    -- pay prepetition claims of shippers, coordinators and
       warehousemen;

    -- honor pre-bankruptcy obligations to customers and continue
       its customer programs in the ordinary course;

    -- pay pre-bankruptcy claims of non-debtor brokers, and
       critical vendors;

    -- pay certain prepetition sales, use and property taxes;

    -- pay employee salaries that were outstanding as of its
       bankruptcy filing

    -- prohibit utilities from discontinuing services.

    -- employ Epiq Bankruptcy Solutions as claism agent.

    -- on an interim basis, use cash collateral and access $20
       million of DIP financing from Wayzata Investment Partners.

Paul Block, the company's chief executive officer and chairman of
the board, said the relief sought in the first day motions is,
among other things, necessary to enable the Debtors to operate in
Chapter 11 with minimum disruption or loss of productivity or
value.

Mr. Block said that the company commenced the Chapter 11 cases to
restructure their highly leveraged balance sheets and improve
liquidity.  He said recent and dramatic changes in the credit and
capital markets have adversely impacted the company's ability to
address maturities and interest payments.  Portions of its senior
credit facility were set to mature on Jan. 11, 2009.

Mr. Block said that as of its bankruptcy filing, Merisant owes
$205 million under a credit facility secured by first priority
liens in the Debtor's assets, and which has Credit Suisse First
Boston as administrative agent.  In addition, it has prepetition
long-term unsecured debt totaling $362 million -- consisting of
9.5% senior subordinated notes due 2013 in the principal amount of
$225 million and 12.25% senior subordinated discount notes due
2014 in the amount of $137 million.

Prior to filing for bankruptcy, the Debtors pursued three
potential channels for their needed financing: (i) incremental
financing form their first Lien Lender group; (ii) new
subordinated financing from Wayzata, the largest holder of the
9.55% senior subordinated notes, and (iii) third-party financing
on the best available terms from the current universe of active
DIP lenders.  The Debtors obtained financing from three parties,
which did not include the First Lien Lenders.  The Debtors
ultimately selected Wayzata, which has agreed to provide the
Debtors up to $20 million of secured postpetition financing.

The Debtors have negotiated the terms of their cash collateral use
and access to the Wayzata DIP financing with Silverpoint, the
largest First Lien Lender, and the First Lien Lenders have
consented to the proposed used of cash collateral, subject to
adequate protection.  According to Bloomberg's Bill Rochelle,
about $4 million would be made available upon interim approval of
the DIP loan.  Wayzata, Bloomberg notes, is also providing
reorganization financing for fabrics manufacturer Propex Inc., and
actuators maker Special Devices Inc.

At Sept. 30, 2008, the company reported about $415 million in
total assets and about $506 million in total liabilities.
In its bankruptcy petition, Merisant disclosed total assets of
$331,077,041 and debts of $560,742,486 as of Nov. 30, 2008.

                     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.

Merisant Worldwide's corporate ownership chart showed that it has
units based in Spain, Portugal, Canada, Netherlands, Germany,
Australia, India, Philippines, Venezuela, Mexico, Brazil and
Argentina.  In fiscal year 2007, North American sales accounted
for approximately 40% or $115 million of total net sales, majority
from Equal(R) branded products.  According to Bloomberg, Merisant
has 22% of the artificial sweetener market.  ACH Food Companies,
Inc., and Advantage Sales & Marketing LLC are exclusive
distributors of Merisant's products in the U.S.

Merisant Worldwide and four U.S. affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del, Lead Case No. 09-10059), on
January 9, 2009.  Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor LLP, have been tapped as bankruptcy counsel.
The Debtors also hired Blackstone Advisory Services LLP as
financial advisor and Epiq Bankruptcy Solutions LLC, as bankruptcy
agent.  In its bankruptcy petition, Merisant disclosed total
assets of $331,077,041 and debts of $560,742,486 as of Nov. 30,
2008.


MERISANT CO: Gets S&P's 'D' Corporate Rating Due to Ch. 11 Filing
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Chicago, Illinois-based Merisant
Worldwide Inc. and operating company Merisant Co., to 'D' from
'CC', and also lowered the issue-level ratings to 'D'.  The
company announced that it has voluntarily filed for relief under
Chapter 11 of the U.S. Bankruptcy Code, and has secured a $20
million debtor-in-possession financing facility from Wayzata
Investment Partners.  As of Sept. 30, 2008, the company had total
debt of about $553.6 million.

The recovery rating on Merisant's senior secured bank loan remains
'2', indicating that S&P believes lenders can expect substantial
recovery (70%-90%) recovery in the reorganization process.
Merisant's senior subordinated notes recovery rating remains '5',
indicating that lenders can expect modest (10%-30%) recovery in
the reorganization process.  Merisant Worldwide's senior
subordinated discount notes recovery rating remains '6',
indicating that lenders can expect negligible (0%-10%) recovery in
the reorganization process.  The existing recovery ratings assume
the company successfully reorganizes.


MERISANT WORLDWIDE: Can Access $4MM Wayzata DIP Loan on Interim
---------------------------------------------------------------
The Hon. Peter J. Walsh of the United States Bankruptcy Court for
the District of Delaware authorized Merisant Worldwide Inc. and
its debtor-affiliates to obtain, on an interim basis, up to
$4 million in postpetition financing under the debtor-in-
possession commitment letter with Wayzata Investment Partners, as
administrative and collateral agent.

Judge Walsh also authorized the Debtors to use cash collateral
securing repayment of secured loans to the lender.

The proceeds of the facility will be used to pay (i) postpetition
operating expenses and other working capital requirements under
the initial approved budget; (ii) transaction fees, costs and
expenses; and (iii) other costs and expenses incurred in the
administration of the Chapter 11 cases.

The commitment letter provides as much as $20 million in financing
from Wayzata Investment on a final basis.  The facility will
accrue interest at LIBOR Rate, 5%, plus 1100 basis points,
assessed on a 360/actual basis.  The facility will matured on the
earliest to occur of:

   a) seven months after the Debtors' bankruptcy filing;

   b) the effective date of any plan of reorganization;

   c) the closing date of a sale of substantially all of the
      Debtors' assets under Section 363 of the Bankruptcy Code;

   d) the date of a conversion of the Debtors' case to Chapter 7;

   e) event of default under the DIP agreement; and

   f) the date of payment in full in cash of all obligations
      under the DIP agreement.

Under the agreement, the Debtors will pay a host of fees including
A $150,000 work fee deposit to cover out-of-pocket fees, costs and
expenses.

The DIP facility is subject to carve-outs to pay unpaid fees and
expenses incurred by professionals retained by the Debtors or any
committee, and unpaid fees payable to the United States Trustee
and clerk of the Court.

To secure the Debtors' DIP obligations, the lender will receive a
superpriority administrative expense claim status over any and all
administrative expenses and costs.

The DIP agreement contains customary and appropriate events of
default.

A hearing is set for Feb. 5, 2009, at 9:30 a.m., to consider final
approval of the request.  Objections, if any, are due
Feb. 2, 2009.

A full-text copy of the DIP Commitment Letter with the Debtors and
Wayzata Investment Partners is available for free at:

               http://ResearchArchives.com/t/s?37f6

A full-text copy of the Debtors' initial approved budget is
available for free at:

               http://ResearchArchives.com/t/s?37f7

Headquartered in Chicago, Illinois, Merisant Worldwide Inc. --
http://www.merisant.com/-- sell low-calorie tabletop sweetener.
The Debtor's brands are Equal(R) and Canderel(R).  The Debtor has
principal regional offices in Mexico City, Mexico; Neuchatel,
Switzerland; Paris, France; and Singapore.   In addition, the
Debtor owns and operates manufacturing facilities in Manteno,
Illinois, and Zarate, Argentina, and own processing lines that are
operated exclusively for the Debtor at plants located in Bergisch
and Stendal, Germany and Bangkrason, Thailand.

As of March 28, 2008, the Debtor has 20 active direct and indirect
subsidiaries, including five subsidiaries in the United States,
six subsidiaries in Europe, five subsidiaries in Mexico, Central
America and South America, and three subsidiaries in the Asia
Pacific region, including Australia and India.  Furthermore, the
Debtor's Swiss subsidiary holds a 50% interest in a joint
venture in the Philippines.

Merisant Worldwide holds 100% interest in Merisant Company.

The company and five of its units filed for Chapter 11 protection
on January 9, 2009 (Bankr. D. Del. Lead Case No. 09-10059).
Sidley Austin LLP represents the Debtors' in their restructuring
efforts.  The Debtors proposed Young, Conaway, Stargatt & Taylor
LLP as their Delaware counsel; Blackstone Advisory Services LLP as
financial advisor; and Epiq Bankruptcy Solutions LLC as claims
agent.  The Debtors have $331,077,041 in total assets and and
560,742,486 in total debts as of Nov. 30, 2008.


MERISANT WORLDWIDE: Seeks More Time to File Schedules & Statement
-----------------------------------------------------------------
Merisant Worldwide Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware to grant an
additional sixty days to file their schedules of assets and
liabilities, and statements of financial affairs.

The Debtors say they are presently collecting information from
books and records necessary to complete their schedules and
statements.  The Debtors tell the Court that the initial filing
date would provide sufficient time to complete their schedules and
statement given the number of their creditors and complexity of
the business.

Headquartered in Chicago, Illinois, Merisant Worldwide Inc. --
http://www.merisant.com/-- sell low-calorie tabletop sweetener.
The Debtor's brands are Equal(R) and Canderel(R).  The Debtor has
principal regional offices in Mexico City, Mexico; Neuchatel,
Switzerland; Paris, France; and Singapore.   In addition, the
Debtor owns and operates manufacturing facilities in Manteno,
Illinois, and Zarate, Argentina, and own processing lines that are
operated exclusively for the Debtor at plants located in Bergisch
and Stendal, Germany and Bangkrason, Thailand.

As of March 28, 2008, the Debtor has 20 active direct and indirect
subsidiaries, including five subsidiaries in the United States,
six subsidiaries in Europe, five subsidiaries in Mexico, Central
America and South America, and three subsidiaries in the Asia
Pacific region, including Australia and India.  Furthermore, the
Debtor's Swiss subsidiary holds a 50% interest in a joint
venture in the Philippines.

Merisant Worldwide holds 100% interest in Merisant Company.

The company and five of its units filed for Chapter 11 protection
on January 9, 2009 (Bankr. D. Del. Lead Case No. 09-10059).
Sidley Austin LLP represents the Debtors' in their restructuring
efforts.  The Debtors proposed Young, Conaway, Stargatt & Taylor
LLP as their Delaware counsel; Blackstone Advisory Services LLP as
financial advisor; and Epiq Bankruptcy Solutions LLC as claims
agent.  The Debtors have $331,077,041 in total assets and and
560,742,486 in total debts as of Nov. 30, 2008.


MERRILL LYNCH: Gov't to Give Financial Aid to BofA Merger
---------------------------------------------------------
The U.S. government would give billions in financial aid to Bank
of America Corp. to help it close its acquisition of Merrill Lynch
& Co., Dan Fitzpatrick, Damian Paletta, and Susanne Craig at The
Wall Street Journal report, citing people familiar with the
matter.

According to WSJ, BofA approached the Treasury Department in
December 2008 to ask for financial assistance.  BofA, says the
report, has already received $25 billion from the government.
BofA said that it was unlikely to complete its Jan. 1 purchase of
Merrill Lynch due to that company's larger-than-expected losses in
the fourth quarter, the report states, citing a source.

People familiar with the matter said that the Treasury agreed to
work with BofA on the "formulation of a plan" that includes new
capital from the $700 billion Troubled Asset Relief Program, WSJ
relates.  WSJ states that the sources said that the Federal
Reserve, the Federal Deposit Insurance Corp., and the Treasury
Department are involved in the negotiations.  According to the
report, a source said that the amount and terms are still being
finalized.  The report says that details would be disclosed with
BofA's fourth-quarter earnings, which will be released on
Jan. 20.

WSJ states that any possible arrangement might protect BofA from
losses on Merrill's bad assets.  According to WSJ, a source said
that there would be a cap on the amount of losses BofA would have
to absorb, while the government will absorb the remainder.

Citing people familiar with the matter, WSJ relates that Treasury
Secretary Henry Paulson was worried that without government help
the BofA-Merrill Lynch merger wouldn't close, leaving Merrill
Lynch adrift.  A source said that when the merger closed at the
start of this year, it was with the understanding the two sides
would come up with a plan afterwards.

                       About Merrill Lynch

Merrill Lynch & Co. Inc. -- http://www.ml.com/-- is a wealth
management, capital markets and advisory companies with offices in
40 countries and territories.  As an investment bank, it is a
leading global trader and underwriter of securities and
derivatives across a broad range of asset classes and serves as a
strategic advisor to corporations, governments, institutions and
individuals worldwide.  Merrill Lynch owns approximately half of
BlackRock, one of the world's largest publicly traded investment
management companies with more than $1 trillion in assets under
management.  Merrill Lynch's operations are organized into two
business segments: Global Markets and Investment Banking (GMI) and
Global Wealth Management (GWM).  GMI provides service global
markets and origination products and services to corporate,
institutional, and government clients around the world.  GWM
creates and distributes investment products and services for
individuals, small- and mid-size businesses, and employee benefit
plans.

As reported by the Troubled Company Reporter on September 15,
2008, Merrill has had tens of billions of dollars worth of risky,
illiquid assets carried on balance sheets that were leveraged at a
debt-to-equity ratio of more than 20 to one in the past 15 months.
The Wall Street Journal said that when the crisis started, the
assets kept deteriorating in value and couldn't easily be sold,
eating into the firm's capital cushion.  Merrill's balance sheet
topped $900 billion recently, WSJ added.  As reported by the TCR
on October 21, 2008, Merrill disclosed a
net loss from continuing operations for the third quarter of 2008
of $5.1 billion, compared with a net loss from continuing
operations of $2.4 billion for the third quarter of 2007.
Merrill's net loss for the third quarter of 2008 was
$5.2 billion, compared with a net loss of $2.2 billion, for the
year-ago quarter.


METOKOTE CORP: Cut by S&P to 'B' on Expected 4.5x Leverage Hike
---------------------------------------------------------------
S&P has republished of a previous report on MetoKote Corp., to
correct S&P's estimate of how much S&P believes the company's
leverage will increase, mentioned in the third paragraph:

Standard & Poor's Ratings Services said it has lowered its
corporate credit rating on Lima, Ohio-based MetoKote Corp. to 'B'
from 'B+'.  The rating remains on CreditWatch, where it was placed
with negative implications on Nov. 13, 2008.  At the same time,
S&P also lowered its issue-level rating on the company's debt.

"The downgrade reflects our view that declining light-vehicle
sales and production in North America and Europe during 2009 will
lower the company's profitability and cash flow generation and
strain liquidity," said Standard & Poor's credit analyst Lawrence
Orlowski. MetoKote depends on the auto original equipment
manufacturer market for more than 45% of its revenues, and
this market is likely to remain problematic in the year ahead.
For example, for the last three months of 2008, the seasonally
adjusted annual rate of light-vehicle sales in the U.S. was below
11 million units, and S&P expects sales in 2009 to be 10 million
units, 24% below 2008 actual sales.  Total sales in 2008 were
13.2 million units, the weakest since 1992 and down sharply from
16.1 million units in 2007.

S&P believes MetoKote's leverage will increase substantially to at
least 4.5x by the end of fiscal 2009 from about 3.2x as of fiscal
2008, assuming sales decline by more than 18% in 2009 and margins
deteriorate by roughly 300 basis points.  Moreover, the adjusted
EBITDA margin would fall below 18%; S&P's expectation for the
previous rating of 'B+' was that this measure would stay above
18%.

The ratings on MetoKote reflect the company's highly leveraged
financial position and weak business risk profile as a participant
in the highly competitive and cyclical coating business serving
the automotive, agricultural, and construction markets.  MetoKote
applies industrial coatings designed to inhibit the corrosion of
automotive and industrial products.  MetoKote's sales are
vulnerable to swings in demand and pricing for coating activity
because its operations are concentrated in this niche segment.  In
addition, the company lacks significant scope and scale in this
fragmented sector, even though it is the largest independent
operator.

MetoKote competes with the large, captive coating operations of a
number of OEMs, as well as with many small, single-plant
companies.  It has limited geographic diversity; an estimated 77%
of its fiscal 2008 revenue was generated in North America, and its
concentrated customer base adds further business risk.  MetoKote's
geographic diversity has been increasing, but very slowly, through
a steady global expansion to serve customers as it expands its
businesses outside North America.

Liquidity will come under pressure in 2009, and the ongoing
decline in auto sales seems likely to pressure covenant compliance
in 2009.  The possibility of a greater-than-expected decline in
EBITDA could substantially reduce the cushion under the leverage
covenant.

S&P expects to resolve the CreditWatch in the next 60 days.  S&P
will focus on MetoKote's operating problems, given the severity of
the downturn unfolding in the auto industry.


MIDDLETON MOOREHEAD: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Middleton Dunn Morehead III
        Waltraut Caroline Morehead
        Post Office Box 2614
        Carrollton, GA 30112

Bankruptcy Case No.: 09-10047

Chapter 11 Petition Date: January 6, 2009

Court: Northern District of Georgia (Newnan)

Judge: W. Homer Drake

Debtor's Counsel: Dorna Jenkins Taylor
                  Taylor & Associates, LLC
                  1401 Peachtree Street, Suite 500
                  Atlanta, GA 30309
                  Tel: (404) 870-3560
                  Fax: (404) 745-0136
                  Email: dorna.taylor@taylorattorneys.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/gnb09-10047.pdf


MIKE VAN CHEVROLET: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Mike Van Chevrolet, Inc.
        Post Office Box 99
        Bay Minette, AL 36507

Bankruptcy Case No.: 09-10003

Chapter 11 Petition Date: January 2, 2009

Court: United States Bankruptcy Court
       Southern District of Alabama (Mobile)

Judge: Margaret A. Mahoney

Debtor's Counsel: Robert M. Galloway, Esq.
                  Galloway Wettermark Everest Rutens
                  & Gaillard
                  P. O. Box 16629
                  Mobile, AL 36616-0629
                  Tel: (251) 476-4493
                  Email: bgalloway@gallowayllp.com

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

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

Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Donald Henderson                 Business Loan       $140,000
GMAC Financial Services             Trade Debt      2,904,736
James Adams                      Business Loan        760,697
Larry Kniseley                   Business Loan         30,000
United Bank                         Trade Debt      1,554,127

The petition was signed by Mike Vandenheuver, President of the
company.


MJR ONE: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: MJR One, LLC
        1325 W. 62nd Avenue
        Denver, CO 80221

Bankruptcy Case No.: 09-10114

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                               Case No.
        ------                               --------
        MJR Two, LLC                         09-10115

Chapter 11 Petition Date: January 6, 2009

Court: District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Jeffrey Weinman
                  730 17th St., Ste. 240
                  Denver, CO 80202
                  Weinman & Associates, P.C.
                  Tel: (303) 572-1010
                  Fax: (303) 572-1011
                  Email: jweinman@epitrustee.com

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

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

The petition was signed by Jose L. Ramirez, president and
manager of the company.

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

             http://bankrupt.com/misc/cb09-10115.pdf


NEIMAN MARCUS: Use of PIK Feature Won't Affect S&P's 'B+' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that Neiman Marcus Group
Inc.'s (B+/Negative/--) announcement that it has elected to use
the payment-in-kind feature of its 9%/9_% senior notes due 2015
has no immediate impact on the company's ratings or outlook.  The
company has this right to PIK interest in accordance with the bond
indentures.  Investors purchasing the bonds were aware of this
feature.

The company has elected to use the PIK option for the interest
period commencing on Jan. 15, 2009, through April 14, 2009 to
conserve cash.  Using the PIK option saves the company a little
more than $15 million a quarter.  Neiman Marcus' liquidity
position remains good, with borrowing capacity of $576.3 million
under its $600 million revolving credit facility.  In addition,
the facility is covenant-lite with one covenant if availability
falls below $75 million.


NELSON SANTANA: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Nelson Santana
        844 East 155th Street
        Bronx, NY 10455

Bankruptcy Case No.: 08-15052

Chapter 11 Petition Date: December 16, 2008

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Norma E. Ortiz, Esq.
                  Ortiz & Ortiz, LLP
                  127 Livingston Street
                  Brooklyn, NY 11201
                  Tel: (718) 522-1117
                  Fax: (718) 596-1302
                  Email: email@ortizandortiz.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.


NEW YORK SKYLINE: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Reuters reports that New York Skyline Inc. has filed for Chapter
11 bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York.

Reuters relates that New York Skyline listed $10.8 million in
assets and $26 million in debts.

According to Reuters, New York Skyline said that Skyride
Associates LLC, its biggest lender, had demanded $24 million
payment.  Skyride Associates made the demand for payment because a
conflict with the Empire State Building's management over security
charges couldn't be resolved, Reuters says, citing New York
Skyline.  New York Skyline has been in various disputes with the
building's management over the past few years, court documents
say.

New York Skyline, according to court documents, said that it was
probably the largest-paying tenant and the building's management
had repeatedly acted to limit and frustrate its business and
profitability.  Reuters relates that New York Skyline had borrowed
money from Skyride Associates in the 1990s to finance construction
and for working capital purposes.  Syride Associates has agreed to
cooperate with New York Skyline during the Chapter 11 case, the
report states, citing New York Skyline.

Court documents state that New York Skyline has a claim against
Empire State Building Co. pending in the New York County Supreme
Court, demanding an amount in excess of $58 million.

Reuters reports that the Court will hear New York Skyline's
Chapter 11 petition on Feb. 26, 2009.

New York-based New York Skyline, Inc. -- http://www.skyride.com/-
- offers tour attraction services at the Empire State building.
The company filed for Chapter 11 bankruptcy protection on
Jan. 12, 2009 (Bankr. S.D. N.Y. Case No. 09-10181).  Mark A.
Frankel, Esq., at Backenroth Frankel & Krinsky, LLP, assists the
company in its restructuring effort.  The company listed assets of
$10 million to $50 million and debts of $10 million to
$50 million.


NORTHEAST BIOFUELS: Files for Chapter 11 Bankruptcy in New York
---------------------------------------------------------------
Northeast Biofuels LP and two of its affiliates filed voluntary
petitions under Chapter 11 of the United States Bankruptcy Code
for the United States Bankruptcy Court for the Southern District
of New York citing contractor Lurgi PSI Inc.'s inability to
deliver a properly operating 100 million-gallons-per-year ethanol
plan facility in Fulton, New York, to the company under the
engineering, procurement and construction agreement dated June 29,
2006.

The company said in papers filed with the Court that it has
secured $10 million in debtor-in-possession financing.

Due to Lurgi PSI's failure to comply with certain obligations
under the deal, the ethanol plant has been subject to major delays
and has achieved certain minimum performance standards resulting
in construction errors in the facility.  The plant was expected to
generate: (i) 367,000 tons of distiller grains; (ii) 326,000 tons
of carbon dioxide; and (iii) 10 million-gallons-per-year of crude
corn oil.

The company funded the ethanol facility through a secured loan
facility consists of (i) a $140 million construction term loan
facility; (ii) a $120 million revolving credit loan facility; and
(iii) a $65 million synthetic letter of credit facility under a
credit agreement dated June 30, 2006, with syndicate of lenders
led by Goldman Sachs Credit Partners, administrative agent.

The lenders are granted, among other things, liens and security
interest on substantially of the company's assets, and mortgage on
the company's ownership interest in the facility.

The company said it is unable to make principal payment of $40.9
million and $3.3 million in interest payments due Jan. 14, 2009,
under the credit agreement.

The company declared on Dec. 8, 2008, that Lurgi PSI in default of
the agreement for failure to:

  -- timely meet the date for interim completing which is Dec. 7,
     2008;

  -- adequately meet performance guaranties;

  -- meet obligations under service and equipment warranties;

  -- correct several design and construction flaws;

  -- start up the facility;

  -- provide proper workforce training; and

  -- pay scheduled liquidate damages.

The company and Lurgi PSC are now involved in a settlement
negotiation.  On Dec. 16, 2008, Lurgi PSC filed a purported
$22 million mechanic's lien in Oswego County in respect of the
facility.

The company listed assets and debts between $100 million and
$500 million each.  As of Nov. 30, 2008, the company's unaudited
financial statements showed about $166,970,133 in total assets and
$174,448,697 in total liabilities.

Blank Rome LLP and Menter, Rudin & Trivelpiece PC represent the
company.  FTI Consulting Inc. will serve as financial advisor.

Headquartered in Fulton, New York, Northeast Biofuels LP --
http://www.northeastbiofuels.com-- operates an ethanol plant.


NORTHEAST BIOFUELS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Northeast Biofuels, LP
        aka Northeast Biofuels, LLC
        376 Owen Road
        P.O. Box 860
        Fulton, NY 13069

Bankruptcy Case No.: 09-30057

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
NEB Holdings, LP                                   09-30058
NEB GP, Inc.                                       09-30059

Type of Business: The Debtors operate an ethanol plant.

                  See: http://www.northeastbiofuels.com/

Chapter 11 Petition Date: January 14, 2009

Court: Northern District of New York (Syracuse)

Judge: Margaret M. Cangilos-Ruiz

Debtor's Counsel: Jeffrey A. Dove, Esq.
                  jdove@menterlaw.com
                  Menter, Rudin & Trivelpiece, P.C.
                  308 Maltbie Street, Suite 200
                  Syracuse, NY 13204-1498
                  Tel: (315) 474-7541
                  Fax: (315) 474-4040

                    -- and --

                  Blank Rome LLP

Financial Advisor: FTI Consulting Inc.

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
   ------                      ---------------   ------------
Lurgi Inc.                     construction      $22,000,000
1790 Kriby Parkway, Ste. 300
Memphis, TN 38138
Tel: (901) 255-6600

Constellation Energy           utility           $1,436,581
9960 Corporate Campus Dr.
Suite 2000
Louisville, KY 40223

Noble Americas Corp.           trade             $1,097,721
333 Ludlow Street, Ste. 1230
Stamford, CT 06902
Tel: (203) 363-7975

Huber Breuer                   construction      $506,433
148 Berwyn Avenue
PO Box 515
Syracuse, NY 13205-0515
Tel: (315) 476-7917

Burns Bros Contractors         construction      $301,759

Ricelli Trucking Inc.          trade             $280,969

Fulton Upper Empire LLC                          $234,675

WD Malone Trucking &           trade             $220,224
Excavating Inc.

Allied Electro Oc.             trade             $218,159

Genencor                       trade             $211,013

OP-Tech Environmental          trade             $101,398
Services Inc.

Ridley Electric                trade             $93,231

Atlantic Contracting &         construction      $90,383
Specialties LLC

Summit Fire Protection         trade             $88,094

C&S Companies                  trade             $81,758

O'Brien & Gere                 trade             $71,339

Wiltsie Construction Co. Inc.  trade             $52,530
Co. Inc.

Monitoring Solutions Inc.      trade             $52,226

Slack Chemical Company         trade             $50,021
Incorporated

Knight Transportation          trade             $33,750

The petition was signed by Douglas G. Mackenzie, chief
executive officer and president.


NORTEL NETWORKS: Files for Bankruptcy in U.S. and Canada
--------------------------------------------------------
Nortel Networks Corporation [NYSE/TSX: NT], Nortel Networks
Limited and certain of its other Canadian subsidiaries sought and
obtained an order from the Ontario Superior Court of Justice for
creditor protection pursuant to the provisions of the Companies'
Creditors Arrangement Act.

NNC's U.S.-based units Nortel Networks Inc., Nortel Networks
Capital Corp. and 13 other entities have filed also voluntary
petitions under Chapter 11 before the U.S. Bankruptcy Court for
the District of Delaware.

Pursuant to Section 18.6 of the CCAA, NNI will also bring an
application before the Canadian Court for recognition of the
automatic stay imposed by the filing of the U.S. Debtors'
bankruptcy petitions.

Applications will be made to the U.S. Bankruptcy Court under
chapter 15 of the Bankruptcy Code for recognition of the Canadian
Proceedings as foreign main proceedings by Ernst & Young Inc. as
foreign representative for the Canadian Debtors.  Parties who will
file for Chapter 15 are:

   -- Nortel Networks Corporation, ultimate parent of all Nortel
      entities, common shares listed on the New York Stock
      Exchange and Toronto Stock Exchange,

   -- Nortel Networks Limited, Inc. under the laws of Canada, and
      which preferred shares listed on TSX,

   -- Nortel Networks Technology Corp.,

   -- Nortel Networks Global Corp., and

   -- Nortel Networks International Corp.

The U.S. Debtors and the Canadian Debtors will seek approval of a
protocol that will provide the U.S. Bankruptcy Court and the
Canadian Court with a framework for the coordination of the
administration of the U.S. and Canadian proceedings on matters of
concern to both courts.  According to John Doolittle, vice
president of NNI, it is essential that the companies are able to
coordinate the insolvency proceeding in a coordinated fashion so
as to maximize the value of each of their estates.

As of September 30, 2008, Nortel has consolidated assets of
approximately $11.6 billion and consolidated liabilities of
approximately $11.8 billion.

Mr. Doolittle says that as of January 13, 2009, Canada-based NNL
owed U.S.-based NNI $295,982,135.  Certain Nortel affiliates,
including NNI and NNCC, have funded intercompany loans and capital
contributions to other Nortel Companies on an as-needed basis to
fund working capital in the ordinary course of business.  The
Nortel entities will seek permission from the courts to continue
their intercompany transactions postpetition.

NNC said it will request the courts to impose certain restrictions
on trading in its common shares and Nortel Networks Limited's
preferred shares in order to preserve valuable tax assets in the
United States.  Trading restrictions, if imposed, would apply
immediately to investors beneficially owning at least 4.75% of (i)
the outstanding common shares of NNC or (ii) any series of
preferred shares of NNL.

                        Chapter 11 Filing

As of September 30, 2008, Nortel Networks Inc., which is the
direct or indirect parent of a majority of the U.S. Nortel
Companies, has assets of approximately $9 billion and liabilities
of approximately $3.2 billion, which liabilities do not include
liabilities relating to NNI's guarantee of some or all of the
Nortel Companies' approximately $4.2 billion of unsecured public
debt.

NNI filed a list of 40 largest unsecured claims together with its
bankruptcy petition.  The five largest claims are on account of
bond debt, but the Debtor scheduled these claims as "disputed".
The Debtor named The Bank of New York Mellon as the holder of the
five largest claims, but only with respect to its role as
indenture trustee for senior notes issued by NNI:

    Notes                                        Claim Amount
    --------                                     ------------
    10.75% of Senior Notes due 2016            $1,125,000,000
    Floating Rate Senior Notes, Due 2011       $1,000,000,000
    2.125% Convertible Senior Notes, Due 2014    $575,000,000
    1.75% Convertible Senior Notes, Due 2012     $575,000,000
    1.75% of Senior Notes due 2013               $550,000,000

NNI and its U.S. affiliates have filed an application to employ
Cleary Gottlieb Steen & Hamilton LLP as their counsel.  They are
also expected to file applications seeking to tap:

   -- Morris, Nichols, Arsht & Tunnell LLP as Delaware Counsel;

   -- Epiq Bankruptcy Solutions, LLC, as notice, claims and
      balloting agent; and

   -- Lazard Frerers & CO. LLC as restructuring and financial
      advisor.

As of their bankruptcy filing, the Debtors employ 8,911 people in
the United States.

                           *     *     *

Bloomberg News notes that Nortel's first day motions did not
include a request to borrow cash from third parties.  They,
however, asked the Bankruptcy Court to let Nortel's main Canadian
operating unit continue borrowing money from the company's U.S.
operating subsidiary.

According to Bloomberg News, Nortel's bankruptcy filing caps one
of the largest collapses in Canadian history.  At its peak, Nortel
accounted for 37% of the Toronto Stock Exchange 300 Composite
Index, as it was called then, the report said.  The bankruptcy
filing is "a blow to the Canadian psyche," Ian Nakamoto, director
of research at MacDougall MacDougall & MacTier Inc. in Toronto,
which manages C$3 billion, told Bloomberg.  "We once viewed Nortel
as a world leader in the technology area, and now that dream is
shattered."

Bloomberg also reported that Nortel, despite its bankruptcy
filing, reaffirmed its sponsorship for the 2010 Winter Olympics in
Vancouver, Canada.  Nortel's pledge to supply communications
equipment for the February games is worth between C$3 million
($2.4 million) and C$15 million, the report said, citing the
Vancouver Organizing Committee.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Bankruptcy Creditors' Service, Inc., is publishing Nortel Networks
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Nortel Networks
Corp. and its various affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)


NORTEL NETWORKS: Inability to Access Capital Markets Cues Filing
----------------------------------------------------------------
Nortel Networks Corporation [NYSE/TSX: NT] said it and its units
have filed for creditor protection under the Companies' Creditors
Arrangement Act in Canada and Chapter 11 of the Bankruptcy Code in
the United States to be able to deal decisively with its cost and
debt burden, to effectively restructure its operations and to
narrow its strategic focus in an effective and timely manner.

In a Jan. 14 news release, the company said that it commenced a
process to turn around and transform Nortel in late 2005, and the
company made important progress on a number of fronts.  However,
the global financial crisis and recession have compounded Nortel's
financial challenges and directly impacted its ability to complete
this transformation.  Nortel said it is taking this action now,
with a $2.4 billion cash position, to preserve its liquidity and
fund operations during the restructuring process.

John Doolittle, vice president of Nortel Networks Inc., recounts
that at its peak in 2000, the Nortel Companies reported
approximately $30 billion of annual revenue, employed nearly
93,000 employees, and had a market capitalization of over $250
billion.  Since then, the Nortel Companies began to face an
increasingly difficult competitive environment.

With the burst of the high-tech bubble in early 2001, and
decreasing capital expenditures by customers, the Nortel Companies
took wide range of steps to right-size their business.  Among
other things, throughout a seven-year period, the Nortel Companies
reduced the number of worldwide employees from more than 90,000 to
about 30,000.

Mr. Doolittle added that beginning in 2003, significant issues
arose involving accounting regularities, primarily relating to the
improper booking of revenue establishment and release of accrued
liabilities.  This resulted to four successive restatements of
financial reports for the fiscal years 2000 through 2005, the
termination of high ranking executives, and various regulatory,
civil and criminal investigations and lawsuits.  A substantial
shareholder litigation in Canada and the United States was settled
in 2006 for cash of $575 million and NNC common shares valued at
$1.6 billion.

According to Mr. Doolittle, in recent years, the operating costs
of the Nortel Companies have generally exceeded revenues,
resulting in negative cash flow.  "A number of factors have
contributed to these results, including competitive pressures, an
inability to reduce operating expenses fast enough, the incurrence
of costs related to restructuring efforts, significant competitor
and customer consolidation, customers cutting back on capital
expenditures and deferring new investments and the poor state of
the global economy."

Mr. Doolittle also said that after Nortel announced in 2004 the
restatement of financial results, Standard & Poor's Corporation
and Moody's Investors Service, Inc. reduced Nortel's credit
ratings to below investment-grade.  "As a result, the Nortel
Companies were unable to access the commercial paper market and
were limited in their access to the capital markets.  For several
years, the Nortel Companies were only able to raise high yield/
convertible debt and did not have any revolving credit or other
bank lines."

Current market conditions have further restricted Nortel's ability
to access the capital markets, which has been compounded by recent
actions taken by rating agencies with respect to its credit
ratings.  Starting September 2008, S&P's and Moody's made various
downgrades on to their outlook on Nortel.

In November 2008, Nortel announced a new operating model that will
consolidate executive and management personnel across the global
organization and transition the company to vertically-integrated
business units.  This included job cuts of 1,300.

It has become increasingly clear that the struggle to reduce
operating costs during a time of decreased customer spending and
massive global economic uncertainty has put substantial pressure
on Nortel's liquidity position globally, and in particular in
North America.  With no current access to the capital markets, the
prospects of the capital markets opening up in the near term being
very dim, substantial interest carrying costs on over $4 billion
of unsecured public debt, and significant pension plan liabilities
that are expected to increase in a very substantial and material
manner, it has become imperative for the Nortel Companies to
protect their current cash positions.

Nortel has concluded that, in the absence of seeking creditor
protection, in later portions of this year there is a significant
risk it would have insufficient cash resources on a regional basis
and would likely be unable to remedy this deficit position through
third-party financing.

After exploring all possible alternatives, Nortel has determined
that it will not make payment of its regularly scheduled interest
due January 15, 2009 on its outstanding public debt and will seek
creditor protection under the respective restructuring regimes of
Canada, the United States and certain EMEA subsidiaries.

As of September 30, 2008, NNC has consolidated assets of about
$11.6 billion and consolidated liabilities of about $11.8 billion.

As of September 30, 2008, NNI, which is the direct or indirect
parent of a majority of the U.S. Nortel companies, had assets of
approximately $9 billion and liabilities of approximately $3.2
billion, which liabilities do not include liabilities relating to
NNI's guarantee of some or all of the Nortel Companies'
approximately $4.2 billion of unsecured public debt.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Bankruptcy Creditors' Service, Inc., is publishing Nortel Networks
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Nortel Networks
Corp. and its various affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)


NORTEL NETWORKS: To Seek Creditor Protection in Europe
------------------------------------------------------
Nortel Networks Corporation said that following it and its units'
decision to seek creditor protection under the Companies'
Creditors Arrangement Act in Canada, and Chapter 11 of the
Bankruptcy Code in the U.S., its units located in the Europe,
Middle East and Africa area will seek consequential filings in
Europe.

According to John Doolittle, vice president of Nortel, the
majority of the EMEA Entities are subsidiaries of Nortel Networks
UK Limited, with the exception of (a) Nortel Networks SA -- NN
France -- which is jointly owned by NNL and Nortel International
Finance & Holding BV, and Nortel Networks France SAS, which is a
subsidiary of NN France; and (b) Nortel Networks (Ireland)
Limited, which is a wholly owned subsidiary of NNL for fiscal
reasons.  NN UK is the largest business of the EMEA Entities and
is the headquarters for the EMEA region.

In a Jan. 14 news release, the company said that it commenced a
process to turn around and transform Nortel in late 2005, and the
company made important progress on a number of fronts.  However,
the global financial crisis and recession have compounded Nortel's
financial challenges and directly impacted its ability to complete
this transformation.  Nortel said it is taking this action now,
with a $2.4 billion cash position, to preserve its liquidity and
fund operations during the restructuring process.  Nortel has
concluded that, in the absence of seeking creditor protection, in
later portions of this year there is a significant risk it would
have insufficient cash resources on a regional basis and would
likely be unable to remedy this deficit position through third-
party financing.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Bankruptcy Creditors' Service, Inc., is publishing Nortel Networks
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Nortel Networks
Corp. and its various affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)


NORTEL NETWORKS: Canadian Court Accepts Bankruptcy Petition
------------------------------------------------------------
The Ontario Superior Court of Justice has approved the petition of
Nortel Networks Corporation, Nortel Networks Limited, and certain
of its other Canadian subsidiaries for creditor protection
pursuant to the provisions of the Companies' Creditors Arrangement
Act.

Under the terms of the Order, Ernst & Young Inc. will serve as the
Court-appointed Monitor under the CCAA process and will assist the
company in formulating its restructuring plan.
Nortel Networks Inc. also brought an application and obtained an
approval from the Canadian Court recognizing the Chapter 11 cases
in the U.S. as "foreign proceedings" in Canada and giving effect
to the automatic stay under the U.S. Bankruptcy Code in Canada.
Additionally, Nortel Networks UK Limited and certain subsidiaries
of the Nortel group incorporated in the EMEA region (Europe,
Middle East and Africa) have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986 (IA).  The applications were made by the EMEA Subsidiaries
under the provisions of the European Union's Council Regulation
(EC) No 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's center of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the IA.

The company's U.S. subsidiaries, including Nortel Networks Inc.
and Nortel Networks Capital Corporation, have filed for Chapter 11
bankruptcy protection in the United States Bankruptcy Court for
the District of Delaware.  The company's normal day-to-day
operations are expected to continue without interruption.  Nortel
remains 100% focused on serving customers worldwide through
continued R&D investments and support of its product portfolio to
fulfill customer needs.

Nortel made this decision with the unanimous authorization of its
Board of Directors after thorough consultation with its advisors
and extensive consideration of all other alternatives.  This
process will allow Nortel to deal decisively with its cost and
debt burden, to effectively restructure its operations and to
narrow its strategic focus in an effective and timely manner.
The company commenced a process to turn around and transform
Nortel in late 2005, and the company made important progress on a
number of fronts.  However, the global financial crisis and
recession have compounded Nortel's financial challenges and
directly impacted its ability to complete this transformation.
Nortel is taking this action now, with a $2.4 billion cash
position, to preserve its liquidity and fund operations during the
restructuring process.

"Nortel must be put on a sound financial footing once and for
all," said Nortel President and CEO Mike Zafirovski.  "These
actions are imperative so that Nortel can build on its core
strengths and become the highly focused and financially sound
leader in the communications industry that its people, technology
and customer relationships show it ought to be.  I am confident
that the actions we're announcing today will be the fastest, most
effective means to translate our improved operational efficiency,
double-digit productivity, focused R&D and technology leadership
into long-term success.  I want to reaffirm Nortel's dedication to
delivering world-class solutions and services to customers."

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Bankruptcy Creditors' Service, Inc., is publishing Nortel Networks
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Nortel Networks
Corp. and its various affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)


NORTEL NETWORKS: LatAm and Asia Units Excluded From Filings
-----------------------------------------------------------
Despite its decision to seek creditor protection in the United
States, Canada and Europe, Nortel Networks Corp. said in a
statement that worldwide normal day-to-day operations are expected
to continue without interruption.  NNC also said that its
affiliates in Asia, including LG Nortel and in the Caribbean and
Latin America are not included in the insolvency proceedings and
are expected to continue to operate in the ordinary course.

Nortel said it remains 100% focused on serving customers worldwide
through continued R&D investments and support of its product
portfolio to fulfill customer needs.

"Nortel must be put on a sound financial footing once and for
all," said Nortel President and CEO Mike Zafirovski, in connection
with Nortel's decision to seek creditor protection.  "These
actions are imperative so that Nortel can build on its core
strengths and become the highly focused and financially sound
leader in the communications industry that its people, technology
and customer relationships show it ought to be.  I am confident
that the actions we're announcing today will be the fastest, most
effective means to translate our improved operational efficiency,
double-digit productivity, focused R&D and technology leadership
into long-term success.  I want to reaffirm Nortel's dedication to
delivering world-class solutions and services to customers."

In a Jan. 14 news release, the company said that it commenced a
process to turn around and transform Nortel in late 2005, and the
company made important progress on a number of fronts.  However,
the global financial crisis and recession have compounded Nortel's
financial challenges and directly impacted its ability to complete
this transformation.  Nortel said it is taking this action now,
with a $2.4 billion cash position, to preserve its liquidity and
fund operations during the restructuring process.  Nortel has
concluded that, in the absence of seeking creditor protection, in
later portions of this year there is a significant risk it would
have insufficient cash resources on a regional basis and would
likely be unable to remedy this deficit position through third-
party financing.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Bankruptcy Creditors' Service, Inc., is publishing Nortel Networks
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Nortel Networks
Corp. and its various affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)


NORTEL NETWORKS: Reaches Deal for Continued Access to EDC Facility
------------------------------------------------------------------
Nortel Networks Corporation's unit, Nortel Networks Limited, said
Jan. 14 that it has entered into an agreement with Export
Development Canada to permit continued access by NNL to its EDC
performance-related support facility for an interim period of 30
days for up to a maximum of US$30 million of support based on
Nortel's currently estimated requirements over the period.

On Jan. 14, NNC and NNL and their Canadian units sought and
obtained an order for creditor protection under the Companies'
Creditors Arrangement Act of Canada.  The agreement with EDC is
conditioned upon receipt of certain court approvals in the CCAA
proceeding granting security to EDC over the assets of the
Canadian filing entities.

Over the next 30 days, EDC and Nortel will continue to work
together to see if a longer term arrangement, acceptable to both
parties, can be reached, the Jan. 14 statement said.

John Doolittle, vice president at Nortel, in an affidavit
explaining events leading to Nortel's bankruptcy filing, said that
actions by ratings agencies beginning Sept. 2008 have compounded
its restricted ability to access capital markets, and jeopardized
ongoing relationships with EDC.  In September 2008, Standard &
Poor's revised its outlook on Nortel from positive to stable, and
Moody's revised its outlook on Nortel from stable to negative.  In
November 2008, Standard and Poor's changed its outlook to
negative.  In December 2008, Moody's issued a downgrade of
Nortel's corporate family rating from B3 to Caa2.

EDC, according to Mr. Doolittle, provides a support facility that
backstops certain letters of credit and performance bonds and the
December 2008 Moody's downgrade gives EDC a right to suspend
additional support under the facility.  A 30-day waiver was
granted by EDC on December 15, 2008.  In January 2009, EDC and
Nortel entered into a subsequent agreement for 30 days that
provides Nortel access to a maximum of up to $30 million of
additional support under the facility during this period, to allow
EDC and Nortel to work together to see if a longer term
arrangement, acceptable to both parties, can be reached.

The agreement is subject to the condition that any support granted
by EDC post-filing under the EDC Support Facility, as it may be
amended from time to time, is secured by a second charge over all
the assets of the Canadian Debtors, subject to exceptions.  "The
potential termination of the EDC Support Facility would be very
damaging to the Debtors' businesses," Mr. Doolittle said.

In its bankruptcy petition submitted to the U.S. Bankruptcy Court
for the District of Delaware, U.S.-based Nortel Networks Inc.,
named Export Development of Canada as sixth largest unsecured
creditor with trade debt of $186,719,257.  The Debtor noted that
EDC's claims are "contingent and unliquidated."

"The Government of Canada appreciates the importance of the
telecommunications industry to our economy and will continue to
work with Nortel during its restructuring through Export
Development Canada," The Honourable Tony Clement, Minister of
Industry of Canada, said in a statement.  "EDC has agreed to
provide up to $30 million in short-term financing through its
existing bonding facility and is open to discussing with Nortel
post-filing financing in conjunction with other financial
institutions.  It is important to note that Nortel is filing for
court-supervised restructuring under the CCAA, not bankruptcy.
Nortel has stated that it has every intention of emerging from
this restructuring under the CCAA as a viable business.  We will
monitor its progress closely."

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Bankruptcy Creditors' Service, Inc., is publishing Nortel Networks
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Nortel Networks
Corp. and its various affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)


NORTEL NETWORKS: Gets Commitment From Key Supplier Flextronics
--------------------------------------------------------------
Nortel Networks Corporation said Jan. 14 that its unit Nortel
Networks Limited Inc. has entered into an amendment to
arrangements with its key supplier, Flextronics. These amendments
give NNL confidence that Flextronics will continue to maintain the
supply chain following commencement of restructuring proceedings
by Nortel entities in the United States, Canada and Europe.

Under the terms of the amendment, NNL has agreed to purchase
US$120 million of existing inventory by July 1, 2009, and to make
quarterly purchases of other inventory and to terms relating to
payment and pricing.  The amendment is subject to Canadian court
approval in connection with the proceedings under the Companies'
Creditors Arrangement Act in Canada.  Certain arrangements with
Flextronics will terminate in July of 2009 as a result of the
exercise by Flextronics of its termination rights under that
agreement, while the other arrangements between the parties will
continue in accordance with their terms, as amended.

In its list of 40 largest unsecured creditors, U.S.-based unit
Nortel Networks Inc. listed Flextronics International Europe BV as
having the 10th largest unsecured claim.  It scheduled a
$4,903,678 claim in favor of Flextronics on account of trade debt.
However, the chart identified the claim as "disputed."

Flextronics, in a statement commenting on Nortel's bankruptcy
filing, said it has been proactively engaged in executing a risk
mitigation plan with respect to its relationship with Nortel for
several months.  In December 2008, Flextronics engaged The
Blackstone Group as its financial advisor to assist with
evaluating the Nortel relationship and planning for any Nortel
restructuring strategy.  As part of its risk mitigation plan,
Flextronics entered into an amendment to its relationship
agreement with Nortel to address Flextronics's status as a
strategic supplier.

"Flextronics has been working to reduce its exposure to Nortel for
some time now.  During our November 2008 Analyst and Investor
Meeting, I discussed in detail that Flextronics has
organizationally aligned its operating and capital resources in
such a way to mitigate the impact of business changes of any one
customer," said Mike McNamara, Flextronics CEO.  "We believe that
Flextronics's strategy of customer and market diversification will
continue to allow us to be in a position to weather economic
volatility. We will be addressing the specific financials related
to the Nortel business on our upcoming earnings call, and I want
to emphasize that one of our strengths has been and continues to
be our ability to adjust to market and customer changes such as
those we've realized today."

Flextronics says it will provide more specific financial details
on Nortel's impact on its scheduled third quarter earnings call on
Wednesday, January 28, 2009 at 2:00 p.m. PST.

According to Marketwatch, Nortel's Chapter 11 bankruptcy filing
carried repercussions Wednesday for Flextronics, shares of which
fell as much as 16%.  Concerns about the business relationship
between the two companies sparked the selling in Flextronics'
shares, which stood at $2.61, down 13%, in midday action, the
report noted.

                        About Flextronics

Headquartered in Singapore (Singapore Reg. No. 199002645H),
Flextronics -- http://www.flextronics.com/-- is a leading
Electronics Manufacturing Services (EMS) provider focused on
delivering complete design, engineering and manufacturing services
to automotive, computing, consumer digital, industrial,
infrastructure, medical and mobile OEMs.  With the acquisition of
Solectron, pro forma fiscal year 2008 revenues from continuing
operations are more than US$33.6 billion.  Flextronics helps
customers design, build, ship, and service electronics products
through a network of facilities in 30 countries on four
continents.  This global presence provides design and engineering
solutions that are combined with core electronics manufacturing
and logistics services, and vertically integrated with components
technologies, to optimize customer operations by lowering costs
and reducing time to market.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Bankruptcy Creditors' Service, Inc., is publishing Nortel Networks
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Nortel Networks
Corp. and its various affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)


NORTEL NETWORKS: Bankruptcy Filing Triggers $1.5B in Default Swaps
------------------------------------------------------------------
Nortel Networks Corp.'s bankruptcy filing will trigger about $1.5
billion of derivatives protecting against a default on the
telephone-equipment company's bonds, Bloomberg News reports.

According to Bloomberg, the banks, hedge funds, insurers and other
investors had bought or sold a net $742.8 million in protection on
Nortel through credit-default swaps as of Jan. 9, according to the
Depository Trust & Clearing Corp., which runs a central registry
for most trading.  An additional $787.6 million of protection was
bought through index contracts that included about 100 companies

The International Swaps and Derivatives Association, Inc., said
Jan. 14 it will launch a CDS auction protocol to facilitate the
settlement of credit derivatives trades referencing Nortel
Networks Corporation, in light of Nortel Networks Corporation's
decision to seek creditor protection under the Companies'
Creditors Arrangement Act in Canada.

ISDA will facilitate the process by publishing the Protocol and
auction terms on its Web site -- http://www.isda.org/-- in due
course. The Protocol will be open to ISDA members and non-members
alike.

Each firm wishing to sign up to the uniform settlement agreement
for Nortel should email a copy of the signature page of agreement
completed with the full legal name of each entity signing and a
signature for each entity, no later than 4:00 p.m. New York time,
Tuesday, January 20, 2009.  Signature pages must be emailed to
EACH OF these addresses:

       Mark.Landsman@allenovery.com
       Lauren.Latchford@allenovery.com
       Dominik.Oswald@allenovery.com
       Malaak.Dalia@allenovery.com

The ISDA says signing a USA avoids the operational burden of
having to send notices between the most active participants in the
CDS market.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Bankruptcy Creditors' Service, Inc., is publishing Nortel Networks
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Nortel Networks
Corp. and its various affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)


NORTEL NETWORKS: Airvana and Catapult Report Exposure
-----------------------------------------------------
Nortel Networks Corp. has informed Chelmsford, Massachusetts-based
Airvana Inc. that it will continue to purchase goods and services
from Airvana and that Airvana is a long term partner and a key
supplier to Nortel, playing a vital role in its ability to
continue serving the needs of its CDMA EV-DO customers as a
significant part of its ongoing operations and future success.
Future purchases would be under the terms of Nortel's current
agreement with Airvana.

Airvana currently has outstanding receivables with Nortel in the
amount of $22 million for products and services billed.  In
addition, there are unbilled products and services which were
delivered in December 2008 through the date of Nortel's bankruptcy
filing.  Collection of these receivables will be subject to
Nortel's bankruptcy proceedings.

Airvana will provide more specific information regarding its
relationship with Nortel during its fourth-quarter 2008 financial
results conference call, which is scheduled for February 12, 2009,
at 8:30 a.m. (ET).  The call will be webcast live and can be
accessed by visiting Airvana's Website - http://www.airvana.com/
The live conference call can also be accessed by dialing (877)
407-5790 or (201) 689-8328. The webcast will be  archived on the
company's website.

Airvana's high-performance technology and products, from
comprehensive femtocell solutions to core mobile network
infrastructure, enable operators to deliver compelling and
consistent broadband services to mobile subscribers, wherever they
are.

               Catapult Confirms No Material Exposure

Mountain View, California-based Catapult Communications
Corporation reported that it believes that it has no material
financial exposure as a result of bankruptcy filings by Nortel
Networks.  The impact on Catapult's future business is expected to
be limited, as revenues from sales to Nortel have represented less
than 10% of Catapult's revenues in the past four fiscal years, and
less than 2% of revenue in fiscal 2008.

Catapult also sells to Nortel joint ventures in Asia.  Nortel has
announced that its affiliates in Asia are not included in the
bankruptcy proceedings and are expected to continue to operate in
the ordinary course.

Catapult -- http://www.catapult.com-- supplies advanced digital
telecom test systems to global equipment manufacturers and service
providers, including Alcatel-Lucent, Motorola, NEC, NTT DoCoMo and
Nokia Siemens Networks.  It has International offices in the
United Kingdom, Ireland, Germany, France, Finland, Sweden, Canada,
Japan, China, India and the Philippines.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Bankruptcy Creditors' Service, Inc., is publishing Nortel Networks
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Nortel Networks
Corp. and its various affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)


NORTEL NETWORKS: Canadian Units' Voluntary Chapter 15 Case Summ.
----------------------------------------------------------------
Chapter 15 Petitioner: Ernst & Young Inc.
                       as monitor and foreign representative of
                       the Canadian Nortel Group

Chapter 15 Debtor: Nortel Networks Corporation
                   195 The West Mall
                   Toronto, Canada M9C5K1

Chapter 15 Case No.: 09-10164

Debtor-affiliates filing separate Chapter 15 petitions:

        Entity                                     Case No.
        ------                                     --------
Nortel Networks Limited                            09-10166
Nortel Networks Technology Corporation             09-10167
Nortel Networks International Corporation          09-10169
Nortel Networks Global Corporation                 09-10168

Related Information: The Debtors (NYSE/TSX: NT) deliver next-
                     generation technologies, for both service
                     provider and enterprise networks, support
                     multimedia and business-critical
                     applications.  Nortel's technologies are
                     designed to help eliminate today's barriers
                     to efficiency, speed and performance by
                     simplifying networks and connecting people
                     to the information they need, when they need
                     it.  Nortel does business in more than 150
                     countries around the world.  Nortel Networks
                     Limited is the principal direct operating
                     subsidiary of Nortel Networks Corporation.

                     See: http://www.nortel.com/

Chapter 15 Petition Date: January 14, 2009

Court: District of Delaware (Delaware)

Judge: Kevin Gross

Chapter 15 Petitioner's Counsel: Mary Caloway, Esq.
                                 Peter James Duhig, Esq.
                                 Buchanan Ingersoll & Rooney PC
                                 1000 West Street, Ste. 1410
                                 Wilmington, DE 19801
                                 Tel: (302) 552-4209
                                 Fax: (302) 552-4295
                                 http://www.bipc.com

Estimated Assets: More than $1 billion

Estimated Debts: More than $1 billion


NORTEL NETWORKS: Case Summary & 40 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Nortel Networks Inc.
        2221 Lakeside Boulevard
        Richardson, TX 75082

Bankruptcy Case No.: 09-10138

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Nortel Networks Capital Corporation                09-10139-KG
Alteon WebSystems, Inc.                            09-10140-KG
Alteon Websystems International, Inc.              09-10141-KG
Xros, Inc.                                         09-10142-KG
Sonoma Systems                                     09-10143-KG
Qtera Corporation                                  09-10144-KG
CoreTek, Inc.                                      09-10145-KG
Nortel Networks Applications Management Solutions  09-10146-KG
Nortel Networks Optical Components Inc.            09-10147-KG
Nortel Networks HPOCS Inc.                         09-10148-KG
Architel Systems (U.S.) Corporation                09-10149-KG
Nortel Networks International Inc.                 09-10150-KG
Northern Telecom International Inc.                09-10151-KG
Nortel Networks Cable Solutions Inc.               09-10152-KG

Debtor-affiliates Seeking Relief Under Chapter 15:

        Entity                                     Case No.
        ------                                     --------
Nortel Networks Corporation                        09-10164
Nortel Networks Limited                            09-10166
Nortel Networks Technology Corporation             09-10167
Nortel Networks International Corporation          09-10169
Nortel Networks Global Corporation                 09-10168

Related Information: The Debtors (NYSE/TSX: NT) delivers next-
                     generation technologies, for both service
                     provider and enterprise networks, support
                     multimedia and business-critical
                     applications.  Nortel's technologies are
                     designed to help eliminate today's barriers
                     to efficiency, speed and performance by
                     simplifying networks and connecting people
                     to the information they need, when they need
                     it.  Nortel does business in more than 150
                     countries around the world.  Nortel Networks
                     Limited is the principal direct operating
                     subsidiary of Nortel Networks Corporation.

                     See: http://www.nortel.com/

Chapter 11 Petition Date: January 14, 2009

Court: District of Delaware (Delaware)

Judge: Kevin Gross

The Debtors' Bankruptcy Counsel: James L. Bromley, Esq.
                                 Cleary Gottlieb Steen & Hamilton
                                 LLP
                                 One Liberty Plaza
                                 New York, NY 10006
                                 Tel: (212) 225-2000
                                 Fax: (212) 225-3999
                                 http://www.cgsh.com

Delaware and Bankruptcy Counsel: Derek C. Abbott, Esq.
                                 dabbott@mnat.com
                                 Morris Nichols Arsht &
                                 Tunnell LLP
                                 1201 N. Market Street
                                 Wilmington, DE 19899
                                 Tel: (302) 658-9200
                                 Fax: (302) 658-3989

Financial Advisor: Lazard Freres & Co. LLC

Claims and Noting Agent: Epiq Bankruptcy Solutions LLC

Estimated Assets: More than $1 Billion

Estimated Debts: More than $1 Billion

The Debtors' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
The Bank of New York Mellon    bond debt         $1,125,000,000
as Indenture Trustee for the
19.75% Senior Notes due 2016
Attn: Vanessa Mack
101 Barclay Street - 4E
New York, NY 10286
Tel: (212) 815-5346
Fax: (212) 815-5802 and
     (212) 815-5803

The Bank of New York Mellon    bond debt         $1,000,000,000
as Indenture Trustee for
Floating Rate Senior Notes
due 2011
Attn: Vanessa Mack
101 Barclay Street - 4E
New York, NY 10286
Tel: (212) 815-5346
Fax: (212) 815-5802 and
     (212) 815-5803

The Bank of New York Mellon    bond debt         $575,000,000
as Indenture Trustee for the
1.75% Convertible Senior
Notes due 2012
Attn: Vanessa Mack
101 Barclay Street - 4E
New York, NY 10286
Tel: (212) 815-5346
Fax: (212) 815-5802 and
     (212) 815-5803

The Bank of New York Mellon    bond debt         $575,000,000
as Indenture Trustee for the
2.124% Convertible Senior
Notes due 2014
Attn: Vanessa Mack
101 Barclay Street - 4E
New York, NY 10286
Tel: (212) 815-5346
Fax: (212) 815-5802 and
     (212) 815-5803

The Bank of New York Mellon    bond debt         $550,000,000
as Indenture Trustee for the
1.75% Senior Notes due 2013
Attn: Vanessa Mack
101 Barclay Street - 4E
New York, NY 10286
Tel: (212) 815-5346
Fax: (212) 815-5802 and
     (212) 815-5803

Export Development Canada     trade debt         $186,719,257
Attn: Stephane Lupien
151 O'Connor Street
Ottawa, Ontario K1A 1K3
Tel: (613) 598-2500
Fax: (613) 597-8504

The Bank of New York Mellon    bond debt         $150,000,000
as Indenture Trustee for the
7.875% Senior Notes due 2026
Attn: Vanessa Mack
101 Barclay Street - 4E
New York, NY 10286
Tel: (212) 815-5346
Fax: (212) 815-5802 and
     (212) 815-5803

Flextronics                    trade debt        $22,039,105
Attn: Michael Clarke
2090 Fortune Drive
San Jose, CA 95131
Tel: (408) 576-7000
Fax: (408) 576-7880

Flextronics America LLC        trade debt        $19,475,669
Attn: Michael Clarke
2090 Fortune Drive
San Jose, CA 95131
Tel: (408) 576-7000
Fax: (408) 576-7880

Flextronics International      trade debt        $4,903,678
Europe BV
Attn: Michael Clarke
2090 Fortune Drive
San Jose, CA 95131
Tel: (408) 576-7000
Fax: (408) 576-7880

SEAL Consulting                trade debt        $4,580,594
Attn: Chief Legal Officer
105 Field Crest Avenue
Edison, NJ 8837
Tel: (732) 417-9595
Fax: (732) 417-9655

Computer Science Corporation   trade debt        $4,070,538
Attn: Hayward D. Fisk, Esq.
2100 East Grand Avenue
El Segundo, CA 90245

Jabil Circuit Inc. (GDL)       trade debt        $3,822,127
Attn: Joe Adams
10560 Dr. Martin Luther King
Jr. Street
St. Petersburg, FL 33716-3718
Tel: (727) 803-3398
Fax: (72&) 803-5749

Beeline
Attn: Chief Legal Officer      trade debt        $3,509,361
1300 Marsh Landing Parkway
Jacksonville Beach, FL 32250
Tel: (904) 273-7615
Fax: (904) 527-5827

Infosys Technologies Ltd.      trade debt        $2,998,097
Plot No. 45 & 46 Electronics
Bangalore, KA 560100
Tel: 91-080-2852-0261
Fax: 91-080-2852-0362

Attn: head of sales -
Communication & Product
Services
34760 Campus Drive
Fremont, CA 94555

JDS Uniphase Corporation       trade debt        $2,929,462
Attn: Douge Alteen
3000 Merivale Road
Ottawa, Ontario K2G 6N7
Tel: (613) 843-3000
Fax: (613) 843-333

Attn: Chris Dewees
1768 Automation Parkway
San Jose, CA 95131
Fax: (408) 546-4350

Tata Consultancy Services      trade debt        $2,928,070
Park West II Kulupwadi Road
Mumbai 400066
Tel: 91-22-5647-1100
Fax: 91-22-2204-2215

Communications Test Design     trade debt        $2,927,661
Inc.
Attn: Gerald J. Parsons
1373 Enterprises Drive
West Chester, PA 19380
Tel: (610) 436-5203
Fax: (610) 436-6890

Glow Networks                  trade debt        $2,670,568
2140 Lake Park Boulevard
Richardson, TX 75080-2290
Tel: (972) 699-1994
Fax: (972) 699-1995

Anixter                        trade debt        $2,611,542
Attn: Jill M. Standifer
4711 Golf Road
Shokie, Illinois 60076
Fax: (847) 715-7626

Flextronics International      trade debt        $2,373,327
Attn: Michael Clarke
2090 Fortune Drive
San Jose, CA 95131
Tel: (408) 576-7000
Fax: (408) 576-7880

ITC Networks                   trade debt        $2,359,836
167 Calea Floreasca, Sector I
Bucharest, Romania 14459
Fax: 40-21-203-6666

Luxoft
10-3, 1-Volokolamsky proezd
123060 Moscow
Tel: 7-495-967-8030
Fax: 7-495-967-8032

Johnson Controls Inc.          trade debt       $2,065,379
2215 York Road
Oak Brook, IL 60523
Tel: (630) 990-3668
Fax: (630) 990-2300

Emerson Network Power          trade debt       $1,970,076
Embedded
2900 South Diablo Way
Tempe, AZ 85282-3214
Tel: (905) 729-2870
Fax: (602) 438-3370

Wistron InfoComm Technology    trade debt       $1,715,460
Corp.
800 Parker Square
Flower Mound, TX 75028
Tel: (972) 906-7877
Fax: (972) 906) 7832

Wipro Techonlogies             trade debt       $1,684,073
Attn: Kumudha Sridharan
Plot 72, Keonics Electronic
City
Hosur Main Road
Bangalore, India 561229
Tel: 91-80-2852-0408
Fax: 91-80-2844-0214

Attn: Dr. A.L. Rao
No. 8, 7 Main 1 Block
Koramangala
Bangalore, India 560034

Telrad Networks Ltd.           trade debt        $1,420,482
Attn: Yaacov Omer
      Yossi Benji and
      Simcha Gutgold
Telrad Park Afek
14 Hamelacha St.
PO Box 488
Rosh Ha'avin, Israel 48091
Fax: (972)-8-913-1013
Fax: (972)-6-913-1013
Fax: (972)-3-913-7109
Fax: (972)-3-913-7358

Advanced Information           trade debt        $1,274,404
Management
Attn: Ned Nelson
PO Box 1150
Collierville, TN 38027-1150
Tel: (901) 854-5777
Fax: (901) 854-5775

Airspan Communicatons Ltd.     trade debt        $1,274,161
777 Yamato Road, Suite105
Boca Raton, Florida 33431
Fax: (561) 893-8671

McCann Erickson San Francisco  trade debt        $1,214,888
600 Battery Street
San Francisco, CA 94111
Tel: (415) 262-5600
Fax: (262)-5400

TEKsystems Inc.                trade debt        $1,105,409
7437 Race Road
Hanove, MD 21076-111
Tel: (410) 540-3012
Fax: (410) 570-3437

Covergence Inc.                trade debt        $1,104,715
One Clock Tower Place
Maynard, MA 01754
Tel: (978) 823-5233
Fax: (978) 897-6998

GFI Inc.                       trade debt        $1,048,151
180 Ave Labrosse
Pointe Claire, Quebec H9R 1A1
Tel: (514) 630-4877
Fax: (514) 630-4899

Flextronics Sales & Marketing  trade debt        $1,039,958
Attn: Michael Clarke
2090 Fortune Drive
San Jose, CA 95131
Tel: (408) 576-7000
Fax: (408) 576-7880

Coams Inc.                     trade debt        $1,022,896
175 W. Jackson, Suite 1750
Chicago, IL 60604
Tel: (312) 243-2667
Fax: (312) 243-2531

IBM Corporation                trade debt        $988,165
Attn: Robert C. Weber
New Orchard Road
Armonk, NY 10504
Tel: (919) 499-6196
Fax: (919) 499-7372

Nortel Networks Corp.          litigation claim  unknown
'ERISA' Litigation Plaintiffs
Attn: Jane B. Stranch
Branstetter, Kilgore, Stranch
& Jennings
227 Second Avenue North
4th Floor
Nashville, TN 37201-1631
Tel: (615) 254-8801
Fax: (615) 250-3937

Pension Benefit Guaranty       pension           unknown
Corporation                    obligations
Department of Insurance
Supervision and Compliance
1200 K. Street, N.W.
Washington, D.C. 20005-4026
Tel: (202) 326-4070
Fax: (202) 842-2643

The petition was signed by vice president John Doolittle.


NOVASTAR FINANCIAL: Hires Credentia to Manage Portfolio Assets
--------------------------------------------------------------
NovaStar Financial Inc. disclosed in a regulatory filing with the
that it entered into a Portfolio Services Agreement with Credentia
Group LLC effective as of Jan. 1, 2009.  Pursuant to the
agreement, Credentia will manage the mortgage-related portfolio
assets of the company and its subsidiaries and provide certain
other services to the company.

Credentia is a formed entity to which certain current and former
personnel of the company and its subsidiaries with substantial
experience managing the Portfolio Assets of the company and its
subsidiaries are transitioning.

In connection with the company's engagement of Credentia, Michael
L. Bamburg, the company's chief investment officer, and certain
other personnel will resign from the company and its subsidiaries
effective Dec. 31, 2008.  The resignations will not trigger any
severance payments by the company or its subsidiaries to such
personnel.  Prior to authorizing the company to engage Credentia,
the board of directors of the company considered other providers
of similar services and the terms and conditions upon which the
services were available, the cost savings to the company resulting
from the resignations of the personnel and the cost of hiring
replacement personnel to continue to perform the services within
the company, and certain other factors, and determined that the
engagement of Credentia was advisable.

Under the terms of the Portfolio Services Agreement, Credentia is
expected to, among other things:

   i) consult with the company with respect to the review of the
      company's investment criteria and parameters;

  ii) consult with the company with regard to opportunities
      relating to the Portfolio Assets;

  iii) serve as a liaison between the company, servicers and
       third party custodians of the Portfolio Assets;

   iv) compile and monitor certain information and reports with
       respect to the Portfolio Assets; and

    v) evaluate and make recommendations regarding the company's
       hedging strategies.

As consideration for the Services, the company will pay Credentia
a monthly fixed fee of $45,000 and reimburse Credentia for its
reasonable out-of-pocket expenses.  Additionally, the company may
engage Credentia to provide certain investment management services
with respect to any assets of the company or its subsidiaries for
an additional fee.

The initial term of the Portfolio Services Agreement ends on
Dec. 31, 2009, subject to automatic renewal for additional one-
year terms unless terminated by the written notice of either party
not later than 90 days prior to, and effective on, the end of the
initial term or any renewal term.

The company may terminate the Portfolio Services Agreement at any
time with cause, or during any renewal term without cause,
effective upon 60 days' prior written notice to Credentia.
Credentia may terminate the Portfolio Services Agreement effective
upon 60 days' prior written notice to the company in the event the
company is in default of any material obligations and such
defaults remain uncured prior to the termination date specified in
such notice.

In connection with the Portfolio Services Agreement, the parties
and NovaStar Mortgage, Inc. entered into a License Agreement
pursuant to which the company and NMI will license to Credentia,
on a nonexclusive, royalty-free and geographically unlimited
basis, certain information relevant to the management of the
Portfolio Assets.

The company also disclosed that in connection with the company's
engagement of Credentia, the company and Mr. Bamburg agreed to a
termination of the Employment Agreement, dated March 23, 2007,
between the company and Mr. Bamburg, effective Dec. 31, 2008.

Additionally, the company and W. Lance Anderson, the company's
president and chief executive officer, agreed to a termination of
the Employment Agreement, dated Sept. 30, 1996, between the
company and Mr. Anderson, as amended by the Amendment to W. Lance
Anderson Employment Agreement, dated Dec. 20, 2006.  Mr. Anderson
will continue to serve as the company's president and chief
executive officer on an at-will basis at the same base salary as
he received under the Employment Agreement.

             Departure of Directors or Certain Officer

On Dec. 17, 2008, Mr. Bamburg tendered his resignation as chief
investment officer of the company effective Dec. 31, 2008.
Mr. Bamburg's resignation does not trigger any severance payments
by the company.

Also on Dec. 17, 2008, the company entered into a Amendment to
Rodney E. Schwatken Employment Agreement to amend the Employment
Agreement, dated Jan. 7, 2008, between the company and
Mr. Schwatken.  The Amendment reflects certain changes to comply
with Section 409A of the Internal Revenue Code of 1986, as
amended, including providing that any severance benefits payable
to Mr. Schwatken that are deemed to constitute deferred
compensation subject to the requirements of Section 409A will be
delayed for a six month period following his termination date if
he is deemed to be a "specified employee" at the time of his
termination of employment.

                   About NovaStar Financial Inc.

Headquartered in Kansas City, Missouri, NovaStar Financial Inc.
(NYSE: NFI) -- http://www.novastarmortgage.com/-- prior to
significant changes in its business during 2007 and the first
quarter of 2008, the company originated, purchased, securitized,
sold, invested in and serviced residential nonconforming mortgage
loans and mortgage backed securities.

Novastar Financial Inc.'s consolidated balance sheet at June 30,
2008, showed $1.5 billion in total assets, $1.1 billion in total
liabilities, and $384.4 million in total stockholders' deficit.

                        Going Concern Doubt

Deloitte & Touche LLP, in Kansas City, Missouri, expressed
substantial doubt about Novastar Financial Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2007, and 2006.

The auditing firm pointed to the company's deficit in
shareholders' equity, the disruption in the credit markets and
related liquidity issues, the sale of its loan servicing
operations and the decision to cease all of its mortgage lending
operations.


PALOMINA GROUP: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Palomina Group, LLC
        1000 N Post Oak Rd
        Ste. 205
        Houston, TX 77055

Bankruptcy Case No.: 09-30053

Chapter 11 Petition Date: January 5, 2009

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

Judge: Karen K. Brown

Debtor's Counsel: O Otis Bakke, Esq.
                  1272 Handkerchief Way
                  Haslet, TX 76052
                  Tel: (817) 437-1729

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 Paul Woodall, Manager of the company.


PARADISE MARINA: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Paradise Marina Enterprises, Inc.
        1623 U.S. Hwy #1, Ste A5
        Sebastian, FL 32958

Bankruptcy Case No.: 08-29154

Chapter 11 Petition Date: December 16, 2008

Court: Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Company Description: The Debtor operates a franchised restaurant
                     named Moe's Southwest Grill.

Debtor's Counsel: Leon G. Nichols, Esq.
                  735-C Commerce Center Drive
                  Sebastian, FL 32958
                  Tel: (772) 581-0051
                  Email: attylgn@bellsouth.net

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

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

The petition was signed by Damien H. Gilliams, president of the
company.

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

               http://bankrupt.com/misc/fsb08-29154.pdf


PILGRIM'S PRIDE: NYSE to Strike Out Common Stock on January 22
--------------------------------------------------------------
The New York Stock Exchange LLC notified the Securities and
Exchange Commission of its intention to remove the entire class of
Common Stock of Pilgrim's Pride Corporation from listing and
registration on the Exchange at the opening of business on
Jan. 22, 2009, pursuant to the provisions of Rule 12d2-2(b).

The Exchange related that the company's Common Stock is no longer
suitable for continued listing and trading.  The Exchange's action
is being taken in view of the company's Dec. 1, 2008, statement
that in an effort to address certain short-term operational and
liquidity challenges, it filed voluntary petitions for relief
under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Northern District of Texas.

Due to the relative uncertainty surrounding the reorganization
process, NYSE Regulation determined that the security is no longer
suitable for listing.

The company had a right to appeal to the Committee for Review of
the board of directors of NYSE Regulation the determination to
delist the Common Stock, provided that it filed a written request
for a review with the secretary of the Exchange within ten
business days of receiving notice of delisting determination.  The
company did not file the request within the specific time period.

                      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).

At Sept. 27, 2008, the company's balance sheet showed total assets
of $3,298,709,000, total liabilities of $2,946,968,000 and
stockholders' equity of $351,741,000.


PM LIQUIDATING: Financing Woes Cues Delay in Form 10-Q Filing
------------------------------------------------------------
PM Liquidating Corp., formerly known as ProxyMed, Inc., disclosed
in a regulatory filing with the Securities and Exchange Commission
that it cannot file its Quarterly Report on Form 10-Q for the
quarter ended Sept. 30, 2008.

The company related that it does not have the funds to pay an
independent public accountant to review the interim financial
statements.

The company intends to furnish the information soon as reasonably
practicable.

Headquartered in Norcross, Georgia, ProxyMed Inc. fka MedUnite,
Inc. -- http://www.medavanthealth.com-- facilitates the exchange
of medical claim and clinical information.  On Sept. 17, 2008, the
company filed Articles of Amendment to its Articles of
Incorporation to change its name from ProxyMed, Inc. to PM
Liquidating Corp.

The company and two of its affiliates filed for Chapter 11
protection on July 23, 2008 (Bankr. D. Del. Lead Case No.08-
11551).  Kara Hammond Coyle, Esq., and Michael R. Nestor, Esq., at
Young Conaway Stargatt & Taylor, L.L.P., represent the Debtors in
their restructuring efforts.

The Debtors indicated $40,655,000 in total consolidated assets and
$47,640,000 in total consolidated debts as of December 31, 2007.
In its petition, ProxyMed Transaction Services, Inc. indicated
$10,000,0000 in estimated assets and $10,000,000 in estimated
debts.


PORTFOLIO-AUGUSTA: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Portfolio-Augusta LLC
        2767 Windy Hill Road
        Marietta, GA

Bankruptcy Case No.: 09-60564

Chapter 11 Petition Date: January 6, 2009

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: David L. Miller
                  Law Offices of David L. Miller
                  The Galleria - Suite 960
                  300 Galleria Parkway, NW
                  Atlanta, GA 30339
                  (404) 231-1933
                  Email: millerlawfirm@mindspring.com

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

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

The petition was signed by Charles Morais, managing member of
the company.

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

             http://bankrupt.com/misc/gnb09-60564.pdf


PORTFOLIO-BRUNSWICK: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Portfolio-Brunswick LLC
        2767 Windy Hill Road
        Marietta, GA 30067

Bankruptcy Case No.: 09-60560

Chapter 11 Petition Date: January 6, 2009

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: David L. Miller
                  Law Offices of David L. Miller
                  The Galleria - Suite 960
                  300 Galleria Parkway, NW
                  Atlanta, GA 30339
                  (404) 231-1933
                  Email: millerlawfirm@mindspring.com

Estimated Assets: $0 to $50,000

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

The petition was signed by Charles Macias, managing member of
the company.

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

             http://bankrupt.com/misc/gnb09-60560.pdf


PRB ENERGY: To Cancel of Common Stock Upon Plan Confirmation
------------------------------------------------------------
PRB Energy, Inc. disclosed in a regulatory filing that all of its
outstanding common stock will be canceled upon confirmation of the
its Plan of Reorganization.

The United States Bankruptcy Court for the District of Colorado
has scheduled a hearing regarding confirmation of the Plan on
Jan. 16, 2009.

In exchange for its claims against PRB, West Coast Opportunity
Fund, LLC will be issued 90% of new PRB Energy common stock and
certain unsecured creditors will be issued the remaining 10% of
New Equity.  The New Equity will be issued pursuant to Section
1145 of the Bankruptcy Code.  Section 1145 of the Bankruptcy Code
allows debtors to issue securities without registration under the
Securities Act of 1933 if the securities are issued under a
reorganization plan in exchange for a claim against the debtor.

Securities received pursuant to Section 1145 of the Bankruptcy
Code are not restricted securities because they are deemed to have
been received in a "public offering."  After the issuance of the
New Equity, WCOF may be considered an underwriter under the
Securities Act and will be an affiliate of PRB Energy for purposes
of Rule 144 of the Securities Act.  The New Equity held by WCOF
will not be freely tradable.  WCOF may be able to sell New Equity
pursuant to Rule 144, which imposes certain volume restrictions,
manner of sale limitations and notice and information
requirements.  New Equity issued to the unsecured creditors will
not be restricted and will generally be freely tradable
immediately upon issuance, except that unsecured creditors who are
affiliates of PRB Energy for purposes of Rule 144 may only resell
the New Equity in compliance with Rule 144.

In addition, if the Plan is confirmed, WCOF intends to loan PRB
$1.5 million in exit financing.  The note evidencing the loan will
be issued pursuant to a private placement under Section 4(2) of
the Securities Act and will not be freely tradable by WCOF.

                         About PRB Energy

Headquartered in Denver, PRB Energy, Inc. formerly PRB Gas
Transportation, Inc. -- http://www.prbenergy.com/-- operates as
independent energy companies engaged in the acquisition,
exploitation, development and production of natural gas and
oil.  In addition, PRB Energy provides gas gathering, processing
and compression services for properties it operates and for third-
party producers.  PRB Energy operates as two business segments
through two wholly-owned subsidiaries, PRB Oil and Gas, Inc., a
gas and oil exploitation and production company, and PRB
Gathering, Inc., a gathering and processing company, formed in
August 2006.  The company conducts its business activities in
Wyoming, Colorado and Nebraska.  The Debtor, PRB Oil & Gas, Inc.
and PRB Gathering, Inc. filed separate petitions for Chapter 11
relief on March 5, 2008 (Bankr. D. Colo. Lead Case No. 08-12658).

Faegre & Benson LLP; Donald D. Allen, Esq., Edward M. Hepenstall,
Esq., James T. Markus, Esq., Jennifer M. Salisbury, Esq., and John
F. Young, Esq., at Block, Markus & Williams LLC represent the
Debtors in their restructuring efforts.  Daniel J. Garfield, Esq.
and Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck,
P.C., represent the Official Committee of Unsecured Creditors as
counsel.  The Debtor listed assets of between
$50 million and $100 million and liabilities of between
$10 million and $50 million.


PRECISION PARTS: In Talks With 3 Prospective Buyers
---------------------------------------------------
Precision Parts International Services Corp., said it's talking
with three prospective buyers for substantially all of its assets,
although it hasn't signed a deal with any of them, Bill Rochelle
of Bloomberg News reports.

As reported in the Jan. 14 issue of the Troubled Company Reporter,
PPI has submitted an auction protocol, under which it will grant
bid protections and expense reimbursement of up to $100,000 to the
party that it will name as stalking horse bidder.  PPI said it its
own discretion it may name the stalking horse bidder and execute
an asset purchase agreement with that bidder by Jan. 30.  PPI has
also asked the U.S. Bankruptcy Court for the District of
Delaware's approval to set:

  -- a Feb. 6 deadline to submit bids;

  -- an auction on Feb. 10 if it receives two or more qualified
     bids; and

  -- a sale hearing where the Court will consider approval of the
     sale on Feb. 11.

                       About Precision Parts

Headquartered in Rochester Hills, Michigan, Precision Parts
International Services Corp. -- http://www.precisionparts.com/--
sells products to major north American automotive and non-
automotive original equipment manufacturers and Tier 1 and 2
suppliers.  The Debtors operate six manufacturing facilities
throughout north America, including a facility in Mexico operated
on the Debtors' behalf by Intermex Manufactura de Chihuahua under
a shelter and logistics agreement.

The Debtors' operations consist of two distinct lines of business:
MPI, which performs fineblanking work and conventional metal
stamping, as well as a range of value-added finishing operations,
and Skill which performs conventional metal stamping, as well as a
range of assembly and value-added finishing operations.

Four of the Debtors are holding companies that have no employees
and are not involved in the Debtors' day-to-day operations: PPI
Holdings, Inc.; PPI Sub-Holdings, Inc.; MPI International
Holdings, Inc.; and Skill Tool & Die Holdings Corp.

The company and eight of its affiliates filed for Chapter 11
protection on Dec. 12, 2008 (Bankr. D. Del. Lead Case No.
08-13291).  David M. Fournier, Esq., at Pepper Hamilton LLP; and
Robert S. Hertzberg, Esq., and Deborah Kovsky-Apap, Esq., at
Pepper Hamilton LLP, represent the Debtors in their restructuring
efforts.  The Debtors proposed Alvarez & Marsal North America LLC
as financial advisor and Kurtzman Carson Consultants LLC as
notice, claims and balloting agent.  When the Debtors filed for
protection from their creditors, they listed assets of between
$100 million to $500 million each.

According to Bloomberg News, the company was at least the 10th
auto-parts maker that sought Chapter 11 protection from its
creditors in 2008.


PRESS EX: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Press Ex, Inc.
        12910 Automobile Blvd., Suite K
        Clearwater, FL 33762
        Tel: (727) 299-8500
        Fax: (727) 571-5701

Bankruptcy Case No.: 09-00122

Chapter 11 Petition Date: January 6, 2009

Court: Middle District of Florida (Tampa)

Company Description: Press Ex, Inc., is a full service printing
                     and direct mail solution.
                     See: https://www.pressexprint.com

Debtor's Counsel: David W. Steen
                  David W. Steen PA
                  602 South Boulevard
                  Tampa, FL 33606
                  Tel: 813-251-3000
                  Fax: 813-251-3100
                  E-mail: dwslaw@yahoo.com

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

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

The petition was signed by Janelle Gabay, director of the company.

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

             http://bankrupt.com/misc/fmb09-00122.pdf


R.A.E.D. INVESTMENTS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: R.A.E.D. Investments, Inc.
        133 S. 22nd Street, Floor One
        Pittsburgh, PA 15203

Bankruptcy Case No.: 09-20016

Chapter 11 Petition Date: January 2, 2009

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Judge: Judith K. Fitzgerald

Debtor's Counsel: Andrew M. Gross, Esq.
                  210 Grant Street, Suite 401
                  Pittsburgh, PA 15219
                  Tel: (412) 553-0140
                  Fax: (412) 553-0142
                  Email: andrewmgross@aol.com

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

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

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

The petition was signed by Davin N. Gartley, President of the
company.


RAMAK JON SEDIGH: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Ramak Jon Sedigh
        1776 Yorktown Street, Suite 560
        Houston, TX 77056

Bankruptcy Case No.: 09-30212

Chapter 11 Petition Date: January 6, 2009

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

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

Estimated Assets: Not Reported

Estimated Debts: Not Reported

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


RETAIL PRO: Wants to Access $1.3 Million Valens DIP Facility
------------------------------------------------------------
Retail Pro Inc. and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware for authority to
obtain $1.3 million in postpetition financing under the debtor-in-
possession agreement with (i) Valens Offshore SPV II Corp., an
affiliate of the Debtors' senior secured lender Laurus Master Fund
Ltd.; (ii) Midsummer Investments Ltd., a subordinated secured
lender of the Debtors.

Under the agreement, Valens Offshore agrees to provide 75% of the
postpetition financing and Midsummer will take care the remaining
25%.  The facility is priced at 14% per annum.

The Debtors tells the Court that they have an urgent need to
access financing to continue their operations, pay their
employees, suppliers and services provides and other accounts
payable, preserve the going concern value of their business, and
conduct an orderly sale of their assets.

The lenders are allowed to recover all of its reasonable
attorneys' fees and other professional fees as well as all costs
and expenses incurred in the Chapter 11 proceedings.

The DIP facility is subject to carve-outs to pay fees and expenses
incurred by professionals retained by the Debtors.

To secure the Debtors' obligations, the lender will be granted
superpriority administrative expense claim status over all and
other costs and expenses of administration of any kind.

The Debtors owe approximately $14.8 million plus fees, costs and
expenses, to Laurus Master as of Jan. 7, 2009, and $4.8 million
including interest to Midsummer as of Dec. 31, 2008.

A full-text copy of the debtor-in-possession agreement among the
Debtors, Valens Offshore and Laurus Master is available for free
at: http://ResearchArchives.com/t/s?37f8

A full-text copy of the debtor-in-possession facility budget is
available for free at: http://ResearchArchives.com/t/s?37f9

                         About Retail Pro

Based in La Jolla, California, Retail Pro Inc. --
http://www.retailpro.com-- operates a chain of retail stores.
The company and three of its affiliates filed for Chapter 11
protection on Jan. 10, 2009 (Bankr. D. Del. Lead Case No.
09-10087).  Bruce Grohsgal, Esq., and Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl Young & Jones, represent the Debtors in
their restructuring efforts.  The Debtor proposed View Partners
Capital LLC as their investment banker and Kurtzman Carson
Consultants LLC as their notice, claims and solicitation agent.
As of Nov. 30, 2008, the Debtors have $24,652,353 in total assets
and $28,867,462 in total debts.


RETAIL PRO: Wants Proposed Sale Bidding Procedures Approved
-----------------------------------------------------------
Retail Pro Inc. and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware to approve proposed
bidding procedures for the sale of substantially all of their
assets, subject to competitive bidding and auction.

The Debtors named Laurus Master Fund Ltd., Valens Offshore SPV II
Corp., and Midsummer Investments Ltd. as the stalk-horse bidder
for their assets.  The stalking-horse bidder is also the Debtors'
postpetition lenders.  In addition, Laurus Master owns 5.1% and
Midsummer owns 5.2% of the common stock of the Debtors.

The lender will be paid $400,000 if the Debtor consummates the
sale to another party.  If the stalking-horse bidder is not the
winning bidder and the cash payoff is less than the purchase
price, the Debtors may retain proceeds in an amount equal to cure
amount plus (i) $200,000 and (ii) the aggregate amount of fees.

The Debtors propose March 4, 2009, as deadline for interested
purchasers to submit their offers for their assets.  Each bid
must be accompanied in an amount equal to 10% of the purchase
price.

The Debtors seeks March 10, 2009, to auction their assets.  During
the auction, bidding will begin at the highest baseline bid and
subsequently continue in minimum increments of at least $100,000.

A full-text copy of the Asset Purchase Agreement with Laurus
Master Fund Ltd., Valens Offshore SPV II Corp., and Midsummer
Investments Ltd. is available for free at:

                         About Retail Pro

Based in La Jolla, California, Retail Pro Inc. --
http://www.retailpro.com-- operates a chain of retail stores.
The company and three of its affiliates filed for Chapter 11
protection on Jan. 10, 2009 (Bankr. D. Del. Lead Case No.
09-10087).  Bruce Grohsgal, Esq., and Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl Young & Jones, represent the Debtors in
their restructuring efforts.  The Debtor proposed View Partners
Capital LLC as their investment banker and Kurtzman Carson
Consultants LLC as their notice, claims and solicitation agent.
As of Nov. 30, 2008, the Debtors have $24,652,353 in total assets
and $28,867,462 in total debts.


RICHARD NASSER: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Richard Nasser
        2550 Oak Grove Church Road
        Carrollton, GA 30117

Bankruptcy Case No.: 08-13786

Chapter 11 Petition Date: December 16, 2008

Court: Northern District of Georgia (Newnan)

Debtor's Counsel: Rodney L. Eason, Esq.
                  The Eason Law Firm
                  6150 Old National Highway, Suite 200
                  College Park, GA 30349-4367
                  Tel: (770) 909-7200
                  Fax: (770) 909-0644
                  Email: reason@easonlawfirm.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.


RIVERSIDE COMMONS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Riverside Commons Limited Partnership
        33503 23 Mile Road
        New Baltimore, MI 48047
        Tel: (586) 725-9300

Bankruptcy Case No.: 09-40177

Chapter 11 Petition Date: January 6, 2009

Court: Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Company Description: The Debtor operates an assisted living
                     facility in Chesterfield, Mich.

Debtor's Counsel: James C. Warr
                  24500 Northwestern Hwy., Suite 205
                  Southfield, MI 48075
                  Tel: (248) 357-5860
                  Fax: (248) 357-6493
                  Email: attywarr@sbcglobal.net

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

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

The petition was signed by Rex G. Lanyi, managing partner of the
company.

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

             http://bankrupt.com/misc/meb09-40177.pdf


ROSALVA RICO: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Rosalva Rico
        3109 S. 6th Lane
        McAllen, TX 78501

Bankruptcy Case No.: 09-70030

Chapter 11 Petition Date: January 6, 2009

Court: Southern District of Texas (McAllen)

Debtor's Counsel: Marcos Demetrio Oliva
                  Law Office of Richard Habermann
                  1418 Beech Ave.
                  McAllen, TX 78501
                  Tel: (956) 687-2920
                  Fax: (956) 668-1923
                  Email: marcos_oliva@hotmail.com

Total Assets: $4,425,590

Estimated Debts: $1,280,000

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


ROSARIO'S MEXICAN: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
Wendy Lee at The Tennessean reports that Rosario's Mexican
Restaurant has filed for Chapter 11 bankruptcy protection in the
U.S. Bankruptcy Court for the Middle District of Tennessee.

Court documents say that Rosario's Mexican listed $72,312 in
assets and $569,398 in liabilities.  According to the court
documents, Rosario's Mexican's largest creditor is the US Bank,
which holds a $418,465 claim.

Steven L. Lefkovitz of Lefkovitz & Lefkovitz represents Rosario's
Mexican in its restructuring effort.

Rosario's Mexican Restaurant is located in Edgehill Village.  It
opened in May 2007 and is owned by Daniel Barragan and Robert
Shelton.


SEALY CORP: Amends Credit Agreement with JPMorgan Chase, et. al.
----------------------------------------------------------------
Sealy Mattress Company, Sealy Canada LTD./LTEE, Sealy Mattress
Corporation and Sealy Corporation entered into an amendment to the
Third Amended and Restated Credit Agreement dated as of
Aug. 25, 2006, with the lenders party thereto and JPMorgan Chase
Bank, N.A., as administrative agent.

The Amendment revises the Credit Agreement, among other
modifications, to reflect:

   i) an increase in the interest rate margin applicable to loans
      under the Credit Agreement to 3.75%, in the case of base
      rate loans, and 4.50%, in the case of Eurodollar loans;

  ii) an increase in the maximum permitted ratio of total debt to
      EBITDA to 5.85x for any fiscal quarter ending after the
      date of the Amendment and prior to Nov. 15, 2009, 5.50x for
      any fiscal quarter ending after Nov. 15, 2009, and prior to
      June 15, 2010, and 4.00x for any fiscal quarter ending
      after June 15, 2010;

iii) a decrease in the minimum permitted ratio of EBITDA to
      interest expense to 2.00x for any fiscal quarter ending
      after the date of the Amendment and prior to Feb. 15, 2010,
      2.15x for any fiscal quarter ending after Feb. 15, 2010,
      and prior to June 15, 2010 and 2.75x for any fiscal quarter
      ending after June 15, 2010;

  iv) a decrease in the maximum permitted amount of capital
      expenditures to $35 million for the 2009 fiscal year and
      $40 million for each of the 2010 and 2011 fiscal years;

   v) an increase in the percentage of excess cash flow that is
      required to be used to prepay the loans under the Credit
      Agreement beginning with the 2009 fiscal year to 75% if the
      leverage ratio is greater than 4.00x and 50% if the
      leverage ratio is less than or equal to 4.00x; and

  vi) a revision to the definition of "Consolidated Total Debt"
      removing the ability to reduce the amount of debt used in
      the calculation of the leverage ratio by the amount of cash
      on hand.

In connection with the amendment, the Borrower paid to each
consenting lender a fee equal to 0.75% of the outstanding loans
and commitments held by the lender.

A full-text copy of the Amendment is available for free at:
http://ResearchArchives.com/t/s?37fa

                      About Sealy Corporation

Headquartered in Trinity, North Carolina, Sealy Corporation (NYSE:
ZZ) -- http://www.sealy.com/-- manufactures and markets a broad
range of mattresses and foundations under the Sealy(R), Sealy
Posturepedic(R), Stearns & Foster(R), and Bassett(R) brands.
Sealy operates 26 plants in North America, and has the largest
market share and highest consumer awareness of any bedding brand
on the continent.  In the United States, Sealy sells its products
to 2,900 customers with more than 7,000 retail outlets.  Sealy is
also a leading supplier to the hospitality industry.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 14, 2008,
Sealy Corporation's consolidated balance sheet as of Aug. 31,
2008, showed $1.05 billion in total assets, $1.15 billion in total
liabilities, resulting to $98.41 million in shareholders' deficit.

The company also had $772.32 million in accumulated deficit.


SAGE COLLEGES: Moody's Cuts Debt Rating to 'Ba2' from 'Baa3'
------------------------------------------------------------
Moody's Investors Service has downgraded Sage Colleges' debt
rating to Ba2 from Baa3 and placed the rating on watchlist for
possible downgrade.  The rating action impacts a combined
$15.5 million of Series 1999 and 2002 bonds, issued through the
City of Albany I.D.A. and Rensselaer County I.D.A., respectively.
Moody's expect to conclude Moody's next review of the rating
within a 90 day period.

Legal security: Obligations under the Installment Sale Agreements
are general obligations of the college; debt service reserve fund
for Series 1999 bonds; Manufacturers & Traders Trust Company
letter of credit securing the Series 2002 bonds

Debt-related derivatives: none

The rating action reflects the College not having completed its FY
2008 audit (4/30/08 fiscal year end), an increase of debt in
spring 2008 partly to cover operating deficits, loans and lines of
credit secured by the endowment, thin liquidity and recent
investment losses, challenging student market position, high
allocation to alternative investments within the endowment, and
transition in senior management.  The College currently has an
interim president and the position of chief financial officer is
not filled.  Moody's remains concerned about the lack of audited
information available for review, with April 30, 2007 being the
last audit received.

In addition, Sage Colleges' outstanding Letter of Credit
supporting the 2002 bond issue states the delay of audit
completion beyond 120 days of fiscal year end is an Event of
Default, which allows the bank to require Sage to deposit cash
collateral to the bank in an amount equal to the full letter of
credit amount.  However, no action has yet been taken by the bank
to accelerate payment or require collateral posting.  The letter
of credit also contains various financial covenants, which cannot
be calculated due to the delay of the FY 2008 audit.
Outlook

Key indicators (FY 2007 (April 30, 2007) audited financial data
and fall 2008 enrollment data):

  -- Total Full-Time Equivalent Students (FTE): 2,159 students

  -- Direct Debt: $28.8 million (as of 12/31/08), including term
     loan and two lines of credit

  -- Total Financial Resources: $25 million as of 4/30/07

  -- Three-Year Average Operating Margin: 0.3% as of 4/30/07

  -- Reliance on Student Charges: 78.3% as of 4/30/07

                            Rated Debt

  -- Series 1999 bonds: Ba2 rating on watchlist for downgrade

  -- Series 2002 bonds: Ba2 underlying rating on watchlist for
     downgrade; Aa1/VMIG1 based on two-party pay rating
     methodology


SAINT VINCENT CATHOLIC: Two Hospitals May File for Bankruptcy
-------------------------------------------------------------
Anemona Hartocollis at The New York Times reports that Saint
Vincent Catholic Medical Centers' St. John's Queens and Mary
Immaculate hospitals may file for bankruptcy protection and close
in February.

Citing hospital officials, The NY Times relates that St. John's
Queens and Mary Immaculate had sometimes been given millions of
dollars in Queens' state subsidies just to meet their payrolls.
The report says that with Queens now facing a $15 billion budget
gap, the state was less likely to help hospitals that had limited
long-term viability.

According to The NY Times, Queens borough president Helen M.
Marshall said that she was "extremely concerned" about the
stability of St. John's Queens and Mary Immaculate.  Ms. Marshall
had learned from officials at Caritas that St. John's and Mary
Immaculate could file for bankruptcy this month and could close by
next month, the report states, citing Ms. Marshall's spokesperson,
Dan Andrews.  According to the report, Mr. Andrews said that Ms.
Marshall has asked the governor's office help.

The NY Times quoted Greater New York Hospital Association
President Ken Raske as saying, "I am worried that this is a
precursor of things to come."

Citing the state Health Department spokesperson Claudia Hutton,
The NY Times relates that the problems of St. John's Queens and
Mary Immaculate had more to do with their sustainability than with
the state's fiscal crisis.  According to the report, Ms. Hutton
said that the state has extended a total of $44 million in loans
and grants to the two hospitals over the last two years.  "It
wasn't meant to be a permanent source of funding.  We don't have
any pending loan applications from them," the report quoted Ms.
Hutton as saying.

The NY Times reports that St. John's Queens and Mary Immaculate
have over 400 beds and about 3,000 workers between them.  The
report says that the hospitals have been in precarious financial
condition since at least 2005.

Long Island Jewish Medical Center spokesperson Terry Lynam said
that the center is interested in taking over St. John's Queens and
Mary Immaculate, if it can consolidate the two antiquated
facilities into a single plant, The NY Times states.  Long Island
Jewish would need a bond issue and state support to make a new
hospital, which would be unlikely due to the poor economy,
according to The NY Times.

         About Saint Vincent Catholic Medical Centers

Saint Vincent Catholic Medical Centers is one of the New York
metropolitan area's most comprehensive health care systems,
serving nearly 600,000 people annually.  SVCMC was established in
2000 as a result of the merger of Catholic Medical Centers of
Brooklyn and Queens, Saint Vincent Hospital and Medical Center of
New York and Sisters of Charity Healthcare on Staten Island.
Sponsored by the Roman Catholic Bishop of Brooklyn and the
president of the Sisters of Charity of New York, SVCMC serves as
the academic medical center of New York Medical College in New
York City.

The system includes seven hospitals:

    * Bayley Seton, Staten Island
    * Mary Immaculate, Queens
    * St. John's Queens
    * St. Vincent's Manhattan
    * St. Vincent's Staten Island
    * St. Vincent's Westchester


SEMGROUP LP: Court Denies Chevron Triangular Setoff
---------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware has denied Chevron Products Company's request
for a triangular set-off of claims involving SemCrude, L.P., and
its affiliates SemFuel, L.P., and SemStream, L.P.

According to Bloomberg's Bill Rochelle, Judge Shannon handed down
a pivotal decision with respect to the "triangular setoff" issue
between Chevron and Semgroup's affiliates.  He says whether
triangular setoffs are permissible is important in bankruptcy
cases because an enforceable setoff gives the unsecured creditor
the rights of a secured creditor.  The issue, he says, comes into
play especially when a creditor deals with a group of bankrupt
companies.

Chevron Products, a division of Chevron U.S.A., Inc., asked the
Bankruptcy Court to lift the automatic stay to allow it to effect
a set-off of the debts and credits pursuant to existing setoff
clauses in agreements between the parties relating to the
prepetition sale or purchase of crude oil, regular unleaded
gasoline and butane, isobutene and propane.  Chevron relates that
it has an obligation to pay $1,405,878 to SemCrude, L.P.  Chevron,
on the other hand, is owed $10,228,449 by SemFuel, L.P., and by
$3,549,343 from SemStream, L.P.  According to Chevron's counsel,
Richard L. Epling, Esq., at Pillsbury Winthrop Shaw Pittman, LLP,
in New York, the debts are mutual obligations based on the
parties' contracts.

Various parties, including Semgroup, and its official committee of
unsecured creditors opposed Chevron's request.  Chevron's request
to lift the automatic stay to effect a triangular setoff is a
request for preferential treatment not sanctioned by the
Bankruptcy Code nor applicable law, the Debtors argue.  Although
Chevron claims a setoff of mutual obligations, the obligations are
not, by definition, mutual, the Debtors' counsel, Michael Kessler,
Esq., at Weil Gotshal & Manges LLP, in New York, asserts.
Instead, Chevron seeks a cross-affiliate setoff by which it would
avoid paying its prepetition debt to SemCrude through a setoff
against prepetition obligations owed to Chevron by SemFuel and
SemStream.

Judge Shannon held that Chevron is not permitted to effect a
setoff against the Debtors because Section 553 of the Bankruptcy
Code prohibits a triangular setoff of debts against one or more
debtors in bankruptcy as a matter of law due to lack of mutuality.
Under the mutuality requirement, setoff is only allowed when
parties have mutual debts against each other.

Chevron asserts that an exception to the Bankruptcy Code's
mutuality requirement exists.  It contends that a valid, pre-
petition contract -- executed by a creditor, a debtor, and one or
more third parties -- either satisfies the mutuality requirement
or allows the parties to contract around the mutuality requirement
found in Section 553(a) if the contract provides that one or more
parties to the agreement can elect to setoff any debt it owes to
one of the other parties against an amount owed to it by a
different party to the agreement.

The judge said that at first blush, Chevron's position appears to
enjoy a measure of support in a dozen cases -- dozen cases that
observed that an exception along the lines of that espoused by
Chevron exists.   However, he said, a close inspection reveals
that not one of those cases actually upheld or enforced an
agreement that allows for a triangular setoff.

According to Judge Shannon, each of those cases directly or
indirectly traces back to a single case decided by the United
States Court of Appeals for the Seventh Circuit in 1964 under the
former Bankruptcy Act.  This decision, In re Berger Steel Co., 327
F.2d 401 (7th Cir. 1964), was the first case to raise the
possibility that an exception to the Bankruptcy Act's mutuality
requirement, found in section 68 of the former Bankruptcy Act,
might be found in a contract contemplating a triangular setoff.5

Judge Shannon held that while the court's opinion in Berger Steel
was subsequently read as recognizing an exception to the strict
mutuality requirement found in the Bankruptcy Act of 1898, the
court avoided addressing the broader question of whether a
triangular setoff was permissible under the Bankruptcy Act if a
contract signed by the parties to the proposed setoff contemplated
such a remedy.

According to Judge Shannon, in the complete absence of controlling
or persuasive published caselaw on the issue, the Court is faced
with two distinct questions:

    * First, may debts owing among different parties be considered
      "mutual" when there are contractual netting provisions
      governing all parties' business relationship?

    * If the answer is "no," then the second question is whether a
      "contractual exception" exists to section 553's mutuality
      requirement.

                 Private Agreements Cannot Confer
                   Mutuality On Non-Mutual Debts

Judge Shannon notes that a party like SemCrude does not have to
actually pay anything to a creditor such as Chevron under a
tripartite setoff agreement; rather, it only sees one of its
receivables reduced in size or eliminated.  SemCrude does not owe
anything to Chevron, thus there are no debts in this dispute owed
between the "same persons in the same capacity."  Likewise,
Chevron does not have a "right to collect" against SemCrude under
the agreement in this case.  At most, the agreement of the parties
would give Chevron a "right to offset" - a right to pay less than
it would otherwise have to pay to the extent of the setoff.  The
agreement does not call for SemCrude to make a payment to Chevron,
however. Consequently, the agreement does not call for Chevron to
"collect" anything from SemCrude.  Chevron is thus without a
"right to collect" from SemCrude.

"At bottom, Chevron may enjoy privity of contract with each of the
relevant Debtors, but it lacks the mutuality required by the plain
language of section 553," Judge Shannon said.

Accordingly, Judge Shannon held that non-mutual debts cannot be
transformed into a "mutual debt" under Section 553 simply because
a multi-party agreement allows for setoff of non-mutual debts
between the parties to the agreement.

         No Exception to "Mutual Debt" Requirement Exists

Section 553(a) provides, in relevant part, that the Code "does not
affect any right of a creditor to offset a mutual debt owing by
such creditor to the debtor that arose before the commencement of
the case under this title against a claim of such creditor against
the debtor that arose before the commencement of the case. . . ."

According to Judge Shannon, by allowing parties to contract
around the mutuality requirement of Section 553, one creditor or a
handful of creditors could unfairly obtain payment from a debtor
at the expense of the debtor's other creditors, thereby upsetting
the priority scheme of the Code and reducing the amount available
for distribution to all creditors.  "Such a result is clearly
contrary both to the text of the Code and to the principle of
equitable distribution that lies at the heart of the Code," he
notes.  For these reasons, the Court holds that no exception to
the "mutual debt" requirement in Section 553 can be created by
private agreement.

                        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.


SHERIDAN GROUP: S&P Affirms Corporate Credit Rating at 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Hunt
Valley, Maryland-based The Sheridan Group Inc., including the 'B+'
corporate credit rating.  The rating outlook remains negative.

The rating affirmation follows Friday's announcement by the
company that it has entered into a waiver agreement with its
banks, allowing Sheridan to enter into a transaction with its
parent company, TSG Holdings Corp, to provide Holdings with
capital in the aggregate amount of up to $14 million, to purchase
capital stock of Holdings from Participatiemaatschappij Giraffe
B.V., and to pay related expenses.  In connection with this, a
majority-owned subsidiary of Holdings, Euradius Acquisition Co.,
sold all of the outstanding capital stock of Euradius
International Dutch Bidco B.V. to Giraffe.

S&P views the above described transactions positively, even though
they have thus far led to a $10 million outflow of cash
($8 million as a dividend and $2 million as a loan), because,
going forward, they disassociate Sheridan from liquidity strained
Euradius, eliminating the potential for any future support for
this former affiliate.  Euradius was originally purchased by
Holdings to provide a European platform for some of Sheridan's
larger customers.  With this series of transactions, Sheridan will
no longer be able to offer clients a global footprint; however,
S&P expects that through its U.S. platform and through
relationships, the company will still be able to serve the needs
of these global clients.

Sheridan faces a challenging operating environment in 2009, and
S&P expects that credit measures will weaken somewhat further in
the coming quarters.  In addition, the company's revolving credit
facility matures in May, and will need to be refinanced in a
difficult credit and operating environment.  While S&P expects
that it will be renewed successfully, S&P anticipate that pricing
will be higher.

For the nine months ended Sept. 30, 2008, net sales for Sheridan
increased 3.2% to $262 million, while EBITDA, adjusted for one
time expenses, fell 3.8% to $31 million, and the company's EBITDA
margin decreased by approximately 100 basis points.  The increase
in sales is, in part, due to higher paper costs, which get passed
on to customers, and also due to some growth primarily in the
books division.  Operating performance continued to be negatively
affected by weakness in the catalog division (which represented
2.3% of operating income, before corporate overhead, in the first
nine months of 2008, as compared to 9.4% in the prior-year period)
and certain start-up costs for new publications.

"The 'B+' rating reflects Sheridan's niche positions within the
printing industry and its high debt leverage," said Standard &
Poor's credit analyst Ariel Silverberg.  "The relative stability
of the company's historical operating performance and its long-
term customer relationships only partially temper these factors."

Adjusted leverage for the 12 months ended Sept. 30, 2008 was 4.0x,
and EBITDA coverage of interest was 2.3x.  S&P expects that debt
leverage could rise to the mid to high-4x area by the end of 2009,
and that interest coverage will be around 2x.


SHILOH INDUSTRIES: S&P Affirms 'BB-' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said it has affirmed its 'BB-'
corporate credit rating on Shiloh Industries Inc. and removed it
from CreditWatch with negative implications, where it had been
placed on Nov. 13, 2008.  The outlook is negative.

"The affirmation reflects our view that Shiloh's credit ratios
should satisfy minimum expectations for the ratings in 2009, even
amid sharply declining automotive and commercial truck production
in North America and other markets," said Standard & Poor's credit
analyst Lawrence Orlowski.  The outlook for light-vehicle
production in Europe is rapidly deteriorating, and the continuing
recession in North America will pull down auto sales sharply in
2009 from the already weak levels of 2008.  For example, for the
last three months of 2008, the seasonally adjusted annual rate of
light-vehicle sales in the U.S. was below 11 million units, and
S&P expects sales in 2009 to be 10 million units, 24% below 2008
actual sales.  Total sales in 2008 were 13.2 million units, the
weakest since 1992 and down sharply from 16.1 million units in
2007.

According to S&P's projections, Shiloh's leverage would increase
to about 2.4x by the end of 2009 from about 1.7x as of Sept. 30,
2008, assuming sales decline by 15% in 2009 and gross margins
deteriorate by almost 200 basis points.  Nonetheless, this
leverage measure would still be better than S&P's expected 3.5x to
4x for the rating.  Also, funds from operations to total debt at
the end of 2009 would be approximately 35%, easily surpassing the
requirement for this rating of FFO to total debt to exceed 20%.

The rating on Cleveland, Ohio-based Shiloh reflects the company's
weak business risk profile and aggressive financial risk profile.
The company manufactures steel blanks and stamped components for
the automotive light-vehicle industry.  Shiloh had total balance
sheet debt of $71 million as of Oct. 31, 2008.

The rating also reflects the very weak outlook for automotive and
commercial truck demand and the possibility that revenue declines
or margin deterioration could exceed S&P's current expectations,
leading the company to produce significantly less free operating
cash flow in 2009 and stretching credit ratios beyond S&P's
targets.

Shiloh's business risk assessment reflects the highly competitive
and cyclical character of the company's end markets, as about 65%
of its sales are to original equipment manufacturers, primarily in
the light-vehicle auto industry.  The company lacks geographic and
customer diversity, as all of its manufacturing capacity resides
in North America, and it generates more than 50% of its revenues
from the three struggling Michigan-based automakers.  Because of
Shiloh's high operating leverage, cash flow is very sensitive to
cyclical sales swings.  The company holds a strong market share in
the high-value-added, engineered, laser-welded blanks segment, and
it is gradually expanding this segment as a percentage of total
sales through new business.

S&P expects that in addition to this internal growth, Shiloh will
expand through acquisitions in non-auto markets (commercial truck,
construction, and agriculture), as well as in other auto markets.
Risks inherent in Shiloh's internal growth strategy include the
possibility that customers will not adopt its new-technology
offerings.

North American auto production volumes remain very weak,
especially for GM, which expects to cease production at four
light-truck plants in the next two years.  S&P expects these
conditions to constrain Shiloh's ability to materially improve
earnings and cash flow expansion in the year ahead.  S&P also
expects Shiloh to maintain FFO to lease-adjusted total debt of at
least 20% at the current rating.  The rating also reflects S&P's
assumption that the company will retain its disciplined approach
to business expansion and its focus on efficient operations to
mitigate the persistent negative effects of industry problems.

Shiloh has more than enough physical capacity to expand its near-
term revenues, but S&P expects it to invest in advanced technology
to maintain its productivity improvement goals.  Shiloh's
participation in OEM material resale programs provides significant
protection because the company obtains most of its steel through
these programs.

The outlook is negative, reflecting the very weak outlook for the
automotive industry, compounded by Shiloh's heavy exposure to GM.
S&P could lower the rating if revenue declines or margin
deterioration exceeds S&P's current expectations, leading the
company to report negative free operating cash flow in 2009 and
stretching credit ratios well beyond S&P's targets.  S&P could
also lower the rating if leverage rises significantly above 4x.
For instance, a 25% decline in 2009 revenue year over year and a
gross margin of 10% would bring the debt-to-EBITDA ratio above 4x.
S&P could also lower the rating if FFO to total debt moved below
20%.  For instance, this would occur if 2009 revenue fell 30%
versus 2008 levels and the gross margin was 11%.

Alternatively, S&P could revise the outlook to positive if auto
industry fundamentals improve and stabilize, although S&P does not
expect this scenario to occur in the year ahead, given the
severity of the auto industry downturn and the economy.


SMITH DEVELOPMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Smith Development, Inc.
        4948 Old Dominion Drive
        Arlington, VA 22207
        Tel: (703) 533-8880

Bankruptcy Case No.: 09-10078

Chapter 11 Petition Date: January 6, 2009

Court: Eastern District of Virginia (Alexandria)

Company Description: The Debtor is engaged in building homes
                     in Arlington since 1984.

       See: http://www.smithdevelopmentinc.com/communities.htm

Debtor's Counsel: Martin C. Conway
                  Email: mconway@pkc-law.com
                  Pesner Kawamoto Conway PC
                  7926 Jones Branch Drive, Suite 930
                  McLean, VA 22102
                  Tel: (703) 506-9440

Total Assets: $7,357,200

Total Debts: $6,040,080

The petition was signed by M. Kevin Smith, president of the
company.

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

             http://bankrupt.com/misc/veb09-10078.pdf


SMURFIT-STONE CONTAINER: Bankruptcy Possible Amid Weakening Sales
-----------------------------------------------------------------
Smurfit-Stone Container Corp. has told its lenders that it could
file for bankruptcy protection within two weeks, amid weakening
sales and a cash crunch, Jeffrey Mccracken and Ilan Brat at The
Wall Street Journal report, citing people familiar with the
matter.

Smurfit-Stone Container owns timberland, paper mills, and
recycling centers.  WSJ relates that the company is directly
linked to consumer goods, with its cardboard wrapping everything
from computers and high-definition TV sets to pizza and office
furniture.

According to WSJ, sources said that Smurfit-Stone Container has
hired Sidley Austin Brown & Wood as bankruptcy counsel, and it has
hired financial advisers to try to line up about $750 million in
debtor-in-possession financing.  Citing people familiar with the
matter, WSJ states that Smurfit-Stone Container has tapped Lazard
Ltd. to negotiate for financing with existing lenders, which
includes Deutsche Bank and J.P. Morgan.  Once Smurfit-Stone
Container secures the financing, it could file for bankruptcy, WSJ
states.  The financing has been harder and more expensive to
secure in recent months due to the credit crunch, the report says.

WSJ reports that Smurfit-Stone Container is heavily leveraged.
The company, WSJ relates, borrowed money for a merger and capital
spending.  Citing people familiar with the matter, the report
states that Smurfit-Stone Container has a $7.3 million interest
payment due later this week.  According to the report, Smurfit-
Stone Container has $3.5 billion in outstanding debt and
$7.5 billion in annual sales.  The company, says the report, has
$316 million in debt payments due in 2009.  Smurfit-Stone
Container also must refinance a $800 million revolving credit line
due in November 2009, the report states.

Investors, according to WSJ, doubt that Smurfit-Stone Container
can continue paying its bills.  The report says that one of
Smurfit-Stone Container's bonds, a $675 million issue that matures
in 2017, trades around 17 cents on the dollar.

According to WSJ, a source said that Smurfit-Stone Container held
a call with lenders last week discussing its efforts to raise
bankruptcy financing.  WSJ relates that Smurfit-Stone Container
executives told lenders that the firm was doing what it needs "for
a coordinated, controlled bankruptcy filing and reorganization."

                  About Smurfit-Stone Container

Headquartered in Chicago, Illinois, Smurfit-Stone Container
Corporation (Nasdaq: SSCC) -- http://www.smurfit-stone.com/-- is
a publicly traded holding company that operates through a wholly
owned subsidiary company, Smurfit-Stone Container Enterprises Inc.
The company is an integrated producer of containerboard and
corrugated containers (paper-based industrial packaging) and is a
large collector, marketer, and exporter of recycled fiber.
Smurfit-Stone operates approximately 170 facilities and employs
approximately 22,000 people.

                           *     *     *

As reported by the Troubled Company Reporter on Dec. 23, 2008,
Standard & Poor's Ratings Services lowered its ratings on Smurfit-
Stone Container Corp., including lowering its corporate credit
rating to 'B' from 'B+'.  At the same time, S&P placed all ratings
on CreditWatch with negative implications.

According to the TCR on Oct. 31, 2008, Fitch Ratings lowered the
ratings of Smurfit-Stone Container Corporation as:

  -- Issuer Default Rating to 'B' from 'B+';
  -- Secured bank debt to 'BB/RR1' from 'BB+/RR1';
  -- Senior unsecured debt to 'B/RR4' from 'B+/RR4';
  -- Preferred stock to 'CCC+/RR6' from 'B-/RR6'.

Fitch said that the rating outlook remains negative.


SOUTHERN DEVELOPMENT: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Southern Development Seven, Inc.
        21 Euharlee Five Forks Rd.
        Cartersville, GA 30120

Bankruptcy Case No.: 09-40055

Chapter 11 Petition Date: January 6, 2009

Court: Northern District of Georgia (Rome)

Judge: Mary Grace Diehl

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

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

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

The petition was signed by Justin A. Galloway, CEO of the
company.

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

             http://bankrupt.com/misc/gnb09-40055.pdf


STEPHEN COMBS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Stephen Wayne Combs
        aka President of Steve Combs Construction, Inc.
        11516 Appleby
        Farmington, AR 72730
        Tel: (479) 530-4212

Bankruptcy Case No.: 09-70038

Chapter 11 Petition Date: January 6, 2009

Court: Western District of Arkansas (Fayetteville)

Debtor's Counsel: Robert Jeffrey Conner
                  Conner Law Firm
                  3398 E. Huntsville Rd.
                  Fayetteville, AR 72702-3546
                  Tel: (479) 443-8080
                  Fax: (479) 443-8084
                  Email: rjclawyer@aol.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/awb09-70038.pdf


STONERIDGE INC: S&P Affirms 'B+' Corporate Credit Ratings
---------------------------------------------------------
Standard & Poor's Ratings Services said it has affirmed its 'B+'
corporate credit and issue-level ratings on Stoneridge Inc. and
removed them from CreditWatch with negative implications, where
they had been placed on Nov. 13, 2008.  The outlook is negative.

"The affirmation reflects our view that Stoneridge's credit ratios
should remain at or near our minimum expectations for the ratings
in 2009, even amid sharply declining automotive and commercial
truck production in North America and other markets," said
Standard & Poor's credit analyst Lawrence Orlowski.  According to
S&P's projections, Stoneridge's leverage would increase
substantially to about 4x by the end of 2009 from about 2.5x as of
Sept. 30, 2008, more than erasing the company's substantial
progress made in the past several quarters, assuming sales decline
by 15% in 2009 and gross margins deteriorate by 200 basis points.
This would place the company's leverage at the high end of S&P's
expected 3.5x to 4x range for the rating.  EBITDA interest
coverage could be slightly below S&P's targeted 2.5x to 3x range.

The ratings on Warren, Ohio-based Stoneridge reflect its
vulnerable business risk profile and aggressive financial risk
profile.  Its diversified revenue base, lack of near-term
maturities, and reasonable prospects for maintaining positive free
cash flow partially offset these concerns.  The company had total
balance sheet debt of $183 million as of Sept. 30, 2008.

Stoneridge makes electrical and electronic components and systems
for the light- and commercial-vehicle markets in North America
(73%) and the rest of the world (27%).  The vulnerable business
risk profile reflects the highly competitive and cyclical
character of Stoneridge's end markets, combined with the company's
relatively small scope and scale.  Together, these factors limit
the company's ability to mitigate adverse business, financial, or
economic conditions. In addition, Stoneridge's customer base is
somewhat concentrated; the largest single customer (a participant
in the medium-duty truck market) provides about 20% of revenue.
The Michigan-based automakers, which continue to slash production,
account for nearly 20% of revenues and a majority of the company's
North American light-vehicle-related business.

Despite challenging market conditions, especially in North
America, credit measures at the end of the third quarter improved
year over year.  However, since the third quarter, the outlook for
demand in Stoneridge's end markets has weakened considerably
because of the economic downturn and lack of credit availability.
Production by the Michigan-based automakers will be sharply lower
during 2009, and commercial vehicle demand is tied directly to
the economy and remains weak.  In addition, S&P expects production
of Mine Resistant Ambush Protected vehicles for the U.S. military,
an important source of profitability for Stoneridge and many other
truck suppliers in 2008, to be much lower for all of 2009.  S&P
also expect the European truck market to decline significantly in
2009.

The company should benefit from ongoing restructuring initiatives
that began in fourth-quarter 2007 and should have been
substantially completed in 2008.  These actions and organic
revenue expansion could support profitability beginning in 2009,
even if end markets weaken.  The benefit of these restructuring
initiatives was expected to be $8 million to $12 million in 2009
and beyond; however, weak volumes may prevent at least some of the
realization of these improvements.  To support its most recent
restructuring effort, which began in October 2007, the company
built up its inventory to facilitate production line shifts, which
it expects to fall as production shifts to other facilities.
Stoneridge expects working capital to improve quickly after it
completes the production shifts.  In the intermediate term, S&P
does not expect Stoneridge to pursue any transforming acquisitions
until the benefits of restructuring initiatives are evident and
primary end markets have stabilized.  However, the company could
make modest transactions as opportunities occur.

The negative outlook reflects the very weak outlook for automotive
and commercial-truck demand.  According to S&P's forecast,
industry challenges could lead Stoneridge to report a 15% decline
in sales in 2009 and a 200-basis-point deterioration in gross
margins.  S&P could lower the rating if revenue declines or margin
deterioration exceed S&P's current expectations, leading the
company to report negative free operating cash flow in 2009 and
stretching credit ratios well beyond S&P's targets.  S&P could
also lower the rating if leverage rises significantly above 4x or
if EBITDA interest coverage declines below 2.5x.


TARGUS GROUP: Narrow Cushions Won't Affect Moody's Junk Rating
--------------------------------------------------------------
Moody's Investors Service commented on likely ongoing narrow
covenant cushions at Targus Group International, Inc. (CFR of
Caa1, stable outlook).  Although the ratings are not immediately
affected, absent substantive liquidity improvements, any covenant
violations that remain uncured within the period specified in the
company's credit agreement could result in an immediate downgrade.
More details are available on www.moodys.com.

The previous rating action was on February 14, 2008 when Moody's
changed the outlook to stable from negative.  The Caa1 Corporate
Family Rating was affirmed.

Targus Group International, Inc., based in Anaheim, California,
designs, develops, and distributes notebook computer cases and
computer accessories.  The company sells its products to original
equipment manufacturers, third-party distributors, and retailers
worldwide.  Targus generated revenue of about $524 million for the
fiscal year ended September 30, 2008.


TARRAGON CORP: Two Units Files for Chapter 11 Bankruptcy
--------------------------------------------------------
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 on
Jan. 13, 2009:

        Entity                                     Case No.
        ------                                     --------
Murfreesboro Gateway Properties, LLC               09-10650
Tarragon Stonecrest                                09-10653

Debtor-affiliates filing separate Chapter 11 petitions on
Jan. 12, 2009:

        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/

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.


TEKNI-PLEX INC: Resigned CRO to Stay as Advisor; Names New COO
--------------------------------------------------------------
Tekni-Plex, Inc., disclosed in a filing with the Securities and
Exchange Commission that James A. Mesterharm resigned from his
position as chief restructuring officer effective Dec. 1, 2008.

Mr. Mesterharm has agreed to continue to provide services to the
company as a restructuring advisor in accordance with the terms of
that certain engagement letter dated as of Dec. 17, 2007, between
AP Services, LLC, a Delaware limited liability company and the
Company.

The board of directors appointed Edward Goldberg to serve as the
company's chief operating officer.  Mr. Goldberg began serving as
COO of the company on Dec. 5, 2008.  Mr. Goldberg's employment as
an officer of the company does not have a fixed term and will
continue until terminated by either Mr. Goldberg or the company.
Mr. Goldberg's compensation arrangements with respect to his
service as COO have yet to be determined.

Prior to his appointment as COO, Mr. Goldberg was a senior vice
president of the company, in charge of the Colorite business line.
Prior to August 2008, Mr. Goldberg managed the company's packaging
business.  He joined the company in 2001 and served as a director
of the company from 2005 until May 30, 2008.  Prior to joining the
company he worked for Procter & Gamble and The Scott Paper
Company.  He received his BS and MS degrees in Chemical
Engineering from Rensselaer Polytechnic Institute in 1971.

There have been no transactions since the beginning of the
company's last fiscal year, nor are any transactions currently
proposed, in which the company was or is to be a participant and
the amount involved exceeds $120,000, and in which Mr. Goldberg
had or will have a direct or indirect material interest.

                     About Tekni-Plex Inc.

Based in Coppell, Texas, Tekni-Plex Inc. -- http://www.tekni-
plex.com/ -- manufactures packaging, packaging products and
materials as well as tubing products.  The company primarily
serves the food, healthcare and consumer markets.  It has built
leadership positions in its core markets, and focuses on
vertically integrated production of highly specialized products.
Tekni-Plex has operations in the United States, Europe, China,
Argentina and Canada.

                           *     *    *

Tekni-Plex Inc. continues to carry Moody's Investor Service's Caa1
senior secured debt rating which was placed in January 2008.


TEKNI-PLEX INC: Completes Consent Solicitations for Senior Notes
----------------------------------------------------------------
Tekni-Plex, Inc., disclosed in a filing with the Securities and
Exchange Commission that it has completed consent solicitations
related to its outstanding 10.875% Senior Secured Notes due 2012
and its 8.75% Senior Secured Notes due 2013.

The company was soliciting consents to waive and amend certain
covenants in:

   i) the Indenture, dated as of June 10, 2005, by and among the
      company, each of the guarantors party thereto and HSBC Bank
      USA, National Association, as trustee, pursuant to which
      the 2012 Notes were issued; and

  ii) the Indenture, dated as of Nov. 21, 2003, by and among the
      company, the Guarantors and the Trustee, pursuant to which
      the 2013 Notes were issued.

The Consent Solicitations expired at 5:00 p.m. New York City time
on Dec. 2, 2008, and at that time the company had received
consents to the Waivers, Supplemental Indentures and Amended and
Restated Intercreditor Agreement from the holders of a majority in
aggregate principal amount of the 2012 Notes and the 2013 Notes,
respectively.  The company paid a consent fee in the sum of
$1,317,710.00, pro-rata, to those holders of Notes who delivered
valid unrevoked consents in the Consent Solicitations.

                              Waivers

The company, the Guarantors and the Trustee entered into: (i) a
waiver under the 2012 Indenture; and (ii) a waiver under the 2013
Indenture.

The Waivers provide for:

   i) a waiver of the company's failure to comply with Section
      4.03 of the Indentures which require the company to file an
      Annual Report on Form 10-K for the fiscal year ended
      June 27, 2008, and a Quarterly Report on Form 10-Q for the
      fiscal period ended Sept. 26, 2008, with the SEC; and

  ii) a waiver of the company's failure to comply with Section
      4.04 of the Indentures which require the company to deliver
      an officers' Certificate to the Trustee in connection with
      its fiscal year ended June 27, 2008; stating that, among
      other things, the company is not in default in the
      performance or observance of any of the terms, provisions
      and conditions of the Indentures or the Security Documents.

                     Supplemental Indentures

The company, the Guarantors and the Trustee entered into:

   i) a Supplemental Indenture under the 2012 Indenture; and

  ii) a Supplemental Indenture under the 2013 Indenture.

The Supplemental Indentures provide for a suspension through
Dec. 30, 2009, of the company's obligations under each of the
Indentures to file Quarterly and Annual Reports on Forms 10-Q and
10-K, and Current Reports on Form 8-K with the SEC.

During the Filing Suspension Period, the company will use its
efforts to provide the Trustee and the holders of the Notes with
certain unaudited quarterly and annual financial information.

Except as described above, the material terms of the Indentures
are substantially unchanged.

           Amended and Restated Intercreditor Agreement

The company, the Guarantors, the lenders party thereto and the
Trustee entered into an amendment to the Access, Use and
Intercreditor Agreement, dated as of June 10, 2005, by and among
the company, the Guarantors, the lenders party thereto and the
Trustee, to reflect the incurrence by the company of a new
$15,000,000 term loan secured by the Collateral in favor of
Citicorp USA, Inc. and the lenders party thereto.

                    About Tekni-Plex Inc.

Based in Coppell, Texas, Tekni-Plex Inc. -- http://www.tekni-
plex.com/ -- manufactures packaging, packaging products and
materials as well as tubing products.  The company primarily
serves the food, healthcare and consumer markets.  It has built
leadership positions in its core markets, and focuses on
vertically integrated production of highly specialized products.
Tekni-Plex has operations in the United States, Europe, China,
Argentina and Canada.

                           *     *    *

Tekni-Plex Inc. continues to carry Moody's Investor Service's Caa1
senior secured debt rating which was placed in January 2008.


TEKNI-PLEX INC: Grants 157,500 Options to Buy Shares of Stock
-------------------------------------------------------------
Tekni-Plex, Inc., disclosed in a filing with the Securities and
Exchange Commission that the board of directors has granted an
aggregate of 157,500 options to purchase shares of company common
stock to executive officers of the company.  Each option was
granted in accordance with, and subject to the terms and
conditions of, both the Tekni-Plex, Inc. 2008 Stock Option Plan
and the executive's individual stock option agreement with the
company.  Except for the number of options granted and the
division of these options between the two exercise prices, the
material terms of each option grant were the same.

Tekni-Plex notes that:

   a) Each option is 50% service-based and will vest and become
      exercisable as to 20% of such service-based portion of the
      option on each of Dec. 31, 2009, 2010, 2011, 2012, and
      2013, subject to the executive's continued employment with
      the company on each vesting date.

   b) Each option is 50% performance-based and will vest and
      become exercisable as to 20% of such performance-based
      portion with respect to each of the fiscal years ending on
      or around June 30, 2009, 2010, 2011, 2012, and 2013,
      subject to both the executive's continued employment with
      the company on each vesting date and achievement by the
      company of the applicable annual performance goal, which
      will be established annually by the board of directors
      after consultation with the executive.  If any performance
      goal is not achieved by the company, the affected portion
      of the option may still vest at a later date if the board
      determines that the company has achieved the applicable
      cumulative performance goal through the end of a later
      fiscal year.

      On a change in control of the company, any unvested portion
      of each option will immediately become fully vested and
      exercisable.  Each option expires ten years from the date
      of grant.  The options do not qualify as incentive stock
      options under Section 422 of the Internal Revenue Code.

   c) Each option was granted in consideration for services
      provided to the company.  The company received no cash for
      the issuance of the option.

   d) The company relied on the exemption from registration
      provided by Rule 506 of Regulation D and Section 4(2) of
      the Securities Act of 1933 for the issuance of the option.
      The company did not engage in any public advertising or
      general solicitation in connection with this transaction,
      and limited the transaction to persons who are accredited
      investors and executive officers of the company.  In
      addition to representations by each executive, the company
      have made independent determinations that each executive
      was an accredited or sophisticated investor, and that they
      were capable of analyzing the merits and risks of their
      investment, and that they understood the speculative nature
      of their investment.  The company provided each executive
      with disclosure of all aspects of its business, including
      its reports filed with the SEC, its press releases, access
      to its auditors, and other financial, business, and
      corporate information.  The company believes that each
      executive obtained all information regarding the company he
      requested, received answers to all questions each investor
      and his advisors posed, and otherwise understood the risks
      of accepting the company's securities for investment
      purposes.

   e) The option is exercisable to purchase shares of company
      common stock.

                  Executive Officer Option Grants

On Dec. 31, 2008, certain executive officers of the company were
granted options to purchase shares of company common stock in the
amounts and at the exercise prices.

Name of Option Holder: Michael Franklin, SVP -
                       Pharmaceutical and Int'l.
Number of Shares at $65.54 Exercise Price: 1,000
Number of Shares at $110.91 Exercise Price: 25,250

Name of Option Holder: Edward Goldberg, Chief Operating Officer
Number of Shares at $65.54 Exercise Price: 1,000
Number of Shares at $110.91 Exercise Price: 25,250

Name of Option Holder: Daniel Mullock, Vice President, Procurement
Number of Shares at $65.54 Exercise Price: 1,000
Number of Shares at $110.91 Exercise Price: 16,500

Name of Option Holder: Miguel Nistal, SVP - Colorite Division
Number of Shares at $65.54 Exercise Price: -
Number of Shares at $110.91 Exercise Price: 17,500

Name of Option Holder: Norm Patterson - SVP - Dolco Packaging
Number of Shares at $65.54 Exercise Price: 1,000
Number of Shares at $110.91 Exercise Price: 25,250

Name of Option Holder: Luc Vercruyssen - SVP - Europe
Number of Shares at $65.54 Exercise Price: 1,000
Number of Shares at $110.91 Exercise Price: 25,250

Name of Option Holder: Michael Zelenty - SVP and General Counsel
Number of Shares at $65.54 Exercise Price: 1,000
Number of Shares at $110.91 Exercise Price: 16,500

               Change of Principal Executive Office

On Jan. 1, 2009, the company changed its principal executive
office to 1150 First Ave., Suite 501, King of Prussia,
Pennsylvania.

                     About Tekni-Plex Inc.

Based in Coppell, Texas, Tekni-Plex Inc. -- http://www.tekni-
plex.com/ -- manufactures packaging, packaging products and
materials as well as tubing products.  The company primarily
serves the food, healthcare and consumer markets.  It has built
leadership positions in its core markets, and focuses on
vertically integrated production of highly specialized products.
Tekni-Plex has operations in the United States, Europe, China,
Argentina and Canada.

                           *     *    *

Tekni-Plex Inc. continues to carry Moody's Investor Service's Caa1
senior secured debt rating which was placed in January 2008.


TENNECO INC: S&P Downgrades Corporate Credit Rating to 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its
corporate credit rating on Lake Forest, Illinois-based Tenneco
Inc. to 'B+' from 'BB-' and removed all the ratings from
CreditWatch, where they had been placed with negative implications
on Nov. 13, 2008.  The outlook is negative.  At the same time, S&P
also lowered its issue-level ratings on the company's debt.

"The downgrade reflects our view that declining light-vehicle
sales and production in North America and Europe during 2009 will
lower Tenneco's profitability and cash flow generation and strain
liquidity," said Standard & Poor's credit analyst Lawrence
Orlowski.  S&P expects U.S. light-vehicle sales to fall about 24%
in 2009, to about 10 million units, as the economy remains weak
because of falling housing prices, rising unemployment, and the
difficulty for consumers and businesses in accessing the credit
markets.  For example, for the last three months of 2008, the
seasonally adjusted annual rate of light-vehicle sales in the U.S.
was below 11 million units.  S&P expects sales and production
declines in Europe to be significant as well.

Tenneco is highly exposed to declining vehicle production by
virtually all of its large customers, including General Motors
Corp. and Ford Motor Co.  The company's geographic and business
diversity will not be able to offset the anticipated auto
production declines in 2009.  S&P estimates that if Tenneco's
sales decline roughly 10% in 2009, adjusted debt to EBITDA could
reach 4.7x and funds from operations to total debt could be 13.3%,
compared with 4.2x and 13.5% that S&P estimated for 2008.  For the
current rating, S&P expects debt to EBITDA to be less than 4.5x
and FFO to total debt to be greater than 10%.  Tenneco's liquidity
is adequate.

The outlook is negative.  S&P expects Tenneco to face a
challenging operating environment as demand for light and
commercial vehicles continues to founder in 2009.  S&P could lower
the rating further if FFO to total debt drops below 10%.  This
could occur, for example, with a gross margin of 14.0% and more
than a 15% decline in 2009 revenue, which could push FFO to total
debt under 10%.

A revision in S&P's outlook to stable is unlikely because market
conditions will likely continue to deteriorate, preventing an
improvement in credit measures.  Nevertheless, as auto and truck
demand rebounds, S&P could revise the outlook to positive or raise
the rating if adjusted EBITDA rose to $470 million, approximately
14% above S&P's current EBITDA projection for 2009.  For example,
a gross margin of 14.8% and a 15% increase over 2008 revenue could
push the debt-to-EBITDA ratio under 4.0x and therefore back toward
S&P's range of expectations for a 'BB-' corporate credit rating.


TEXAS INDUSTRIES: Moody's Downgrades Corp. Family Rating to 'B1'
----------------------------------------------------------------
Moody's Investors Service downgraded Texas Industries, Inc. CFR to
B1 from Ba3.  The outlook has been revised to stable from
negative.  In addition, Moody's changed the ratings on its $200
million senior secured credit facilities to Ba1 from Ba3,
recognizing its enhanced security position in the capital
structure, and lowered the company's $550 million senior unsecured
notes to B2 from Ba3, as the credit facilities now benefit from
structural seniority over them.  The company's $200 million senior
secured revolving credit facility maturing in 2012 was previously
unsecured and is now secured by working capital assets of the
company.

The downgrade results from the company's slowing sales volumes in
both California and Texas, lower earnings expectations, and weaker
credit metrics.  The company's California operations remain
adversely impacted by slow residential construction, weak
commercial construction fundamentals, and heretofore modest
municipal spending.  The benefits its Texas markets had enjoyed
during the first half of calendar 2008, partially as a result of
robust energy sector spending, have dwindled as the price of oil
declined and the broader economy continued to contract.

The B1 CFR is supported by the company's leading position in the
markets it serves, moderate degree of financial leverage, and the
potential that federally supported infrastructure spending may
partially offset declines in residential and commercial
construction.  The company's recently announced plans to defer up
to $60 million of capital expenditures, also serve to defend its
cash and liquidity position.

The stable outlook presumes that the company will be able to
partially mitigate declining industry fundamentals with capital
expenditure deferral, cost cutting, and efficient use of its
existing capacity.

Moody's last rating action occurred on August 7, 2008 when it
assigned a Ba3 rating to Texas Industries' $250 million of senior
unsecured notes.

Texas Industries, Inc, headquartered in Dallas, Texas manufactures
cement, aggregates and ready-mixed concrete.  The company serves
end-use markets such as public works, commercial, industrial,
institutional and residential construction sectors, and energy
markets, while generating approximately 80% of revenues in Texas
and 20% in California.


TKNY GLOBAL: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: TKNY Global LLC
        53 Osgood Street
        Andover, MA 01810

Bankruptcy Case No.: 08-44069

Chapter 11 Petition Date: December 16, 2008

Court: District of Massachusetts (Worcester)

Judge: William C. Hillman

Debtor's Counsel: Victor Bass, Esq.
                  Burns & Levinson LLP
                  125 Summer Street
                  Boston, MA 02110-1624
                  Tel: (617) 345-3290
                  Email: vbass@burnslev.com

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

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

The petition was signed by Anil Kapoor, manager of the company.

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


TRONOX INC: Receives Court Approval of First Day Motions
--------------------------------------------------------
Tronox Incorporated has received Court approval of several "first
day" motions in its Chapter 11 reorganization, including
authorization to use up to $100 million of its $125 million
debtor-in-possession financing facility provided by its current
bank group, led by Credit Suisse.  The orders approved by Judge
Allan Gropper of the U.S. Bankruptcy Court of the Southern
District of New York will help ensure Tronox continues business as
usual during its post filing restructuring period.

""I am pleased to report that the relief granted by the Court
provides Tronox with ample liquidity to continue normal operations
as we execute our business restructuring and address the company's
debt structure, in particular its legacy liabilities," said Dennis
Wanlass, Tronox chairman and chief executive officer.

"Importantly, our customers and suppliers can rest assured that
Tronox will have the liquidity it needs to continue to purchase
goods and services and provide quality, on-time products and
services as we move forward through this restructuring process."

Tronox and certain of its subsidiaries on January 12, 2009 filed
voluntary petitions for reorganization under Chapter 11 of the
U.S. Bankruptcy Code in order to facilitate a business
restructuring that will maximize value and strengthen operations.
The filing does not include Tronox's operations outside of the
U.S., which are based in Australia, Germany and the Netherlands.

The interim Debtor In Possession Financing Order grants Tronox
interim authority to use up to $100 million in debtor-in-
possession financing under its agreement with its lending group,
led by Credit Suisse.  Tronox will seek court permission for
access to the entire $125 million financing facility at a hearing
February 6, 2009 at 10:00 am.

                         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.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

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


TROPICANA ENTERTAINMENT: Salient Terms of LandCo Debtors' Plan
--------------------------------------------------------------
Tropicana Entertainment LLC and 26 other debtors on Jan. 11 filed
two disclosure statements explaining two separate plans of
reorganization.

If confirmed, the Plans, both filed on Jan. 8, would cancel the
company's long-term indebtedness and convert a substantial portion
of the debt into ownership stakes in two emergent entities:

   -- one referred to in the plan as OpCo that is comprised of 10
casinos and resorts in the Tropicana portfolio, including the
properties in Atlantic City, New Jersey and Evansville, Indiana;
and

   -- the other referred to as LandCo that is comprised of the
Tropicana casino property in Las Vegas.

Under the plan, the secured component of the $2.3 billion OpCo
indebtedness is to be converted to common stock and the unsecured
component cancelled. All of the $442 million LandCo secured debt
is to be converted to equity.

In addition, the Plans call for Tropicana to retire the $67
million outstanding under its debtor in possession financing
facility and pay in full certain allowed administrative and tax
claims.

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.

According to the LandCo Disclosure Statement, LandCo's creditors
and interest holders will have these recoveries:


Class  Description              Treatment of Claim; Recovery
-----  -----------              ----------------------------
  NA    DIP Facility Claims      Paid in full.

                                   Est. Recovery: 100%

  NA    Administrative Claims    Paid in full.

                                   Est. Recovery: 100%
                                   Est. Amount: $924,000

  NA    Priority Tax Claims      Paid in full

                                   Est. Amount: $1,000

   1    Other Priority Claims    Paid in full in Cash or receive
                                 other treatment as the LandCo
                                 Debtors and the holder may
                                 otherwise agree

                                   Est. Recovery: 100%
                                   Est. Amount: $69,000 to
                                                $211,000

   2    Other Secured Claims     Including any claim for
                                 postpetition interest accrued
                                 until the Confirmation Date,
                                 Other Secured Claims will be
                                 reinstated; paid in full in
                                 Cash; have the collateral
                                 securing the Claim returned; or
                                 receive other treatment as the
                                 LandCo Debtors and the holder
                                 may otherwise agree

                                   Est. Recovery: 100%
                                   Est. Amount: $36,000

   3    LandCo Credit           Pro rata share of the
        Facility Claims         Reorganized LandCo Common Stock

                                   Est. Recovery: 81% to 85.6%
                                   Est. Amount: $442,700,000

   4    LandCo General          Pro rata share of the
        Unsecured Claims        Litigation Trust Proceeds

                                   Est. Recovery: 0%
                                   Est. Amount: $1.5 million to
                                                $7.5 million

   5    LandCo Credit Facility   Pro rata share of the
        Deficiency Claims        Litigation Trust Proceeds

                                   Est. Recovery: 0%
                                   Est. Amount: $64 million to
                                                $84 million

   6    Insider Claims           In Cash, the pro rata share of
                                 the Insider Claim Distribution
                                 provided that the distribution
                                 will be subject to the right of
                                 set-off against the total
                                 aggregate value of the Insider
                                 Causes of Action

                                   Est. Recovery: 0%
                                   Est. Amount: $28.2 million

   7    Unsecured Convenience    Cash equal to 3% of the Allowed
        Class Claims             Unsecured Convenience Class
                                 Claim

                                   Est. Amount: $1.8 million to
                                                $2.1 million

   8    Intercompany Claims      None.  The LandCo Debtors or
                                 the Reorganized LandCo Debtors,
                                 as applicable, reserve the
                                 right to reinstate any or all
                                 Intercompany Claims.

   9    Yung Interests           On the Effective Date, the Yung
                                 Interests will be canceled and
                                 will be of no further force and
                                 effect, whether surrendered for
                                 cancellation or otherwise.

  10    Intercompany Interests   Except as otherwise provided,
                                 Intercompany Interests held by
                                 the LandCo Debtors will not be
                                 canceled.  However, on the
                                 Effective Date, the
                                 Intercompany Interests held by
                                 the OpCo Debtors will be
                                 canceled.

Copies of the LandCo Plan and LandCo Disclosure Statement, as
well as certain exhibits including a Liquidation Analysis, are
available for free at:

http://bankrupt.com/misc/LandCoDebtors_Ch11Plan.pdf

http://bankrupt.com/misc/Tropi_LandCoDisclosureStatement_Jan11_par
t1.pdf

http://bankrupt.com/misc/Tropi_LandCoDisclosureStatement_Jan11_par
t2.pdf

http://bankrupt.com/misc/Tropi_LandCoDS_exB_LiquidationAnalysis.pd
f

http://bankrupt.com/misc/Tropi_LandCoDS_exC_FinancialProjections.p
df

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


TROPICANA ENTERTAINMENT: Salient Terms of OpCo Debtors' Plan
------------------------------------------------------------
Tropicana Entertainment LLC and 26 other debtors on Jan. 11 filed
two disclosure statements explaining two separate plans of
reorganization.

If confirmed, the Plans, both filed on Jan. 8, would cancel the
company's long-term indebtedness and convert a substantial portion
of the debt into ownership stakes in two emergent entities:

   -- one referred to in the plan as OpCo that is comprised of 10
casinos and resorts in the Tropicana portfolio, including the
properties in Atlantic City, New Jersey and Evansville, Indiana;
and

   -- the other referred to as LandCo that is comprised of the
Tropicana casino property in Las Vegas.

Under the plan, the secured component of the $2.3 billion OpCo
indebtedness is to be converted to common stock and the unsecured
component cancelled. All of the $442 million LandCo secured debt
is to be converted to equity.

In addition, the Plans call for Tropicana to retire the $67
million outstanding under its debtor in possession financing
facility and pay in full certain allowed administrative and tax
claims.

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.

According to the OpCo Disclosure Statement, OpCo's creditors and
interest holders will have these recoveries:

Class  Description              Treatment of Claim; Recovery
-----  -----------              ----------------------------
  NA    DIP Facility Claims      Paid in full.

                                   Est. Recovery: 100%
                                   Est. Amount: $67 million

  NA    Administrative Claims    Paid in full.

                                   Est. Recovery: 100%
                                   Est. Amount: $5.1 million to
                                                $8.5 million

  NA    Priority Tax Claims      Paid in full.

                                   Est. Recovery: 100%
                                   Est. Amount: $1.4 million to
                                                $8.5 million

   1    Other Priority Claims    Paid in full in Cash or other
                                 treatment as agreed by the OpCo
                                 Debtors and the holder.

                                   Est. Recovery: 100%
                                   Est. Amount: $255,000 to
                                                $1,300,000

   2    Other Secured Claims     Including any claim for
                                 postpetition interest accrued
                                 until the Confirmation Date,
                                 Secured Claims will be
                                 reinstated; paid full in Cash;
                                 have the collateral securing
                                 the Claim returned; or receive
                                 other treatment as the OpCo
                                 Debtors and the holder may
                                 otherwise agree

                                   Est. Recovery: 100%
                                   Est. Amount: $1.1 million to
                                                $16.9 million


   3    OpCo Credit Facility    Pro rata share of the
        Claims                  Reorganized OpCo Common Stock,
                                OpCo Payment, the Reorganized
                                OpCo Notes, and the Tropicana
                                Atlantic City sale proceeds, if
                                any

                                  Est. Recovery: 100% recovery
                                  Est. Amount: $1.1 million to
                                               $1.3 million

   4    OpCo General Unsecured  Pro rata share of the
        Claims                  Reorganized OpCo Warrants and
                                the Litigation Trust Proceeds

                                  Est. Recovery: 1% to 2%
                                  Est. Amount: $29.6 million to
                                               $124.4 million


   5    OpCo Noteholder         Pro rata share of the
        Unsecured Claims        Subscription Rights, the
                                Litigation Trust Proceeds, and
                                the Reorganized OpCo Warrants

                                  Est. Recovery: 1% to 2%
                                  Est. Amount: $998.5 million

   6    OpCo Credit Facility    Pro rata share of the Litigation
        Deficiency Claims       Trust Proceeds

                                  Est. Recovery: 0%
                                  Est. Amount: $355 million to
                                               $548 million

   7    Insider Claims          In Cash, the pro rata share of
                                the Insider Claim Distribution
                                provided that the distribution
                                will be subject to the right of
                                set-off against the total
                                aggregate value of the Insider
                                Causes of Action.

                                  Est. Recovery: 1% to 2%
                                  Est. Amount: $23.8 million

   8    Unsecured Convenience   Cash equal to 3% of the Allowed
        Class Claim             Unsecured Convenience Class
                                Claim

                                  Est. Amount: $8.1 million to
                                               $8.6 million

   9    LandCo Stock Pledge     None
        Claims

  10    Intercompany Claims     None.  The OpCo Debtors or the
                                Reorganized OpCo Debtors, as
                                applicable, reserve the right to
                                reinstate any or all
                                Intercompany Claims.

  11    Yung Interests          On the Effective Date, the Yung
                                Interests will be canceled and
                                will be of no further force and
                                effect, whether surrendered for
                                cancellation or otherwise.

  12    JMBS Interests          On the Effective Date, the JMBS
                                Interests will be canceled and
                                will be of no further force and
                                effect, whether surrendered for
                                cancellation or otherwise.

  13    Intercompany Interests  The Intercompany Interests will
                                not be canceled.

Copies of the OpCo Plan and the OpCo Disclosure Statement, as
well as certain exhibits including the Liquidation Analysis, are
available at no charge at:

http://bankrupt.com/misc/OpcoDebtors_Ch11Plan.pdf

http://bankrupt.com/misc/Tropi_OpCoDisclosureStatement_Jan11_part1
.pdf

http://bankrupt.com/misc/Tropi_OpCoDisclosureStatement_Jan11_part2
.pdf
http://bankrupt.com/misc/Tropi_OpCoDS_exB_LiquidationAnalysis.pdf

http://bankrupt.com/misc/Tropi_OpCoDS_exC_FinancialProjections.pdf
http://bankrupt.com/misc/Tropi_OpCoDS_exD_CorporateStructure.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)


TRUCK IT: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Truck It, Inc.
        5565 Nashville Road
        Franklin, Kentucky 42134
        Tel: (270) 586-8845

Bankruptcy Case No.: 09-10009

Chapter 11 Petition Date: January 6, 2009

Court: Western District of Kentucky (Bowling Green)

Company Description: The Debtor provides general freight and
                     trucking services.

Debtor's Counsel: Russ Wilkey
                  111 W. Second Street
                  Owensboro, KY 42303
                  Tel: (270) 685-6000
                  Fax: 270 683 2229
                  Email: dcwilkey@wilkeylaw.com

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

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

The petition was signed by Steve Ligon, president of the
company.

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

             http://bankrupt.com/misc/kwb09-10009.pdf


TRW AUTOMOTIVE: S&P Downgrades Corporate Credit Rating to 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its ratings
on Livonia, Michigan-based TRW Automotive Inc., including the
corporate credit rating, which was lowered to 'BB' from 'BB+'.
The ratings were also removed from CreditWatch, where they had
been placed with negative implications on Oct. 7, 2008.  The
outlook is negative.

"The downgrade reflects our view that auto industry difficulties
this year will pressure TRW's revenues, EBITDA, and cash
generation," said Standard & Poor's credit analyst Nancy Messer,
"making it unlikely that TRW would be able to maintain credit
measures appropriate for the previous rating."  S&P's opinion is
based on the rapidly deteriorating outlook for light-vehicle
production in Europe, TRW's largest market, and the continuing
recession in North America, where auto sales will also decline
significantly in 2009.  For example, for the last three months of
2008, the seasonally adjusted annual rate of light-vehicle sales
in the U.S. was below 11 million units, and S&P expects sales in
2009 to be 10 million units, 24% below 2008 actual sales.

TRW is one of the world's 10 largest manufacturers of original
equipment automotive parts and designs.  Nearly 70% of its sales
comes from outside North America; its largest customer, Volkswagen
AG, accounts for about 17% of sales.  Combined sales to the
Michigan-based automakers account for about 22% of TRW's
consolidated revenues.

The Western European market for new passenger cars is slipping
rapidly as signs of lower consumer spending, and North American OE
production volumes are already very weak.  Industry participants
in the U.S. and Europe, including TRW, are exposed to cost
increases for steel and other raw materials, which they can rarely
recover in full from customers.

TRW's financial results for the nine months ended Sept. 26, 2008,
fell short of S&P's expectations because of a loss reported for
the third quarter.  Gross margin declined in the third quarter
because of the unfavorable automaker sales mix, lower volumes, and
higher raw material costs.  Revenues rose slightly.  European
sales, which had helped TRW's financial performance in the first
half of the year, declined significantly in the second half.  S&P
expects TRW's full-year 2008 EBITDA to decline at least 10% year
over year.  Although free cash flow was negative for the nine
months ended Sept. 26, 2008, S&P expects the company to have
generated some positive cash flow for the fourth quarter, as is
typical, and break even for the year.  A solid book of new
business supports favorable long-term prospects, but S&P expects
the company's financial performance to remain under pressure
through 2009 and into 2010.

The outlook on TRW is negative.  S&P could lower the rating if S&P
came to believe that adjusted debt to EBITDA would exceed 4.0x on
a sustained basis or if funds from operations to adjusted debt
were to fall below 20%.  S&P estimates that this could occur if,
for example, EBITDA fell about 20% from the trailing-12-month
Sept. 30, 2008, level of $1.3 billion.  S&P believes worsening
global industry conditions would be the most likely cause of such
a decline.  S&P also believes failure to offset price and
commodity cost pressures with cost savings and operating
efficiencies could be a contributing factor.

S&P could revise the outlook to stable if TRW can generate
sufficient free cash to allow for permanent debt reduction,
although this outcome is less likely in the year ahead because of
difficult global market conditions.


TWKWR INC: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------
Josh McCann at Islandpacket.com reports that TKWR, Inc., has filed
for Chapter 11 bankruptcy protection, after Hilton Head Island
Beach & Tennis Resort, sued for more than $50,000 in unpaid rent.

Islandpacket.com relates that Bob Marzbanian -- managing partner
of Shoreline Ballroom, which TKWR operates -- said that the
bankruptcy filing is a business strategy to get both parties to
negotiate.  Citing Mr. Marzbanian, Islandpacket.com states that
TKWR and Hilton Head will meet this weekend to resolve their
differences, and the bankruptcy case would be dismissed once the
two parties reach an agreement.

Court documents say that TKWR denies it owes rent and claims to
Hilton Head.  According to the documents, Hilton Head has
interfered with TKWR by preventing that company from further
renovating Shoreline Ballroom.  Court documents state that TKWR
leases 20,000 square feet of space in the convention center at the
resort on Folly Field Road.

TKWR, Inc., a.k.a. The Kings Wharf Restaurant, filed for Chapter
11 bankruptcy protection on Nov. 21, 2008 (Bankr. D. S.C. Case No.
08-07470).  The company listed $500,000 to $1 million in assets
and $500,000 to $1 million in liabilities.


UNIVERSITY OF SOUTH INDIANA: Moody's Assigns Rating on $50M Bonds
-----------------------------------------------------------------
Moody's Investors Service has assigned an A2 underlying rating to
the University of Southern Indiana's $50 million of Student Fee
Bonds, Series J.  The rating outlook is stable.

At this time, Moody's are also affirming USI's A2 ratings on
parity student fee bonds secured by a pledge and first lien on
student fees as well as the A3 ratings on auxiliary system revenue
bonds secured by a pledge of and parity first lien on the net
income of the auxiliary system.

Use of proceeds: Proceeds from the Series 2009 J bonds will
finance the construction of a business and engineering center
($35 million, available for fee replacement by the State), the
renovation and expansion of a university center ($14 million, not
available for fee replacement) and the refunding of the Series G
bonds.

Security: Series J bonds are secured by pledged of and first lien
on student fees, which include all academic fees as well as
tuition, excluding certain mandatory fees.  There is no reserve
fund.  The Series J bonds are on parity with the Student Fee Bonds
Series F, H and I bonds.  The Auxiliary System Revenue Bonds,
Series 2001A and 2003 are secured a pledge of and parity lien on
the net income of the auxiliary system which include student
housing, parking facilities and dining services.

Interest rate derivatives: In conjunction with the issuance of the
Series 2008A bonds (not Moody's rated), the University entered
into a 13-year interest rate swap with Old National Bank of
Evansville (rated A1).  Under the terms of the agreement, the
University receives a variable rate of 65% of LIBOR and pays a
fixed rate of 3.97%.  The documents maintain a termination event
based upon the downgrade of the Bank's unsecured rating to BBB- or
lower, Baa3 or lower or BBB- or lower.  As of January 8, 2009, the
mark-to-market of the swap was a liability to the University of
approximately $1.3 million.  The University is not required to
post collateral.

USI maintains an additional interest rate swap on its Junior Lien
Student Fee Bonds, Series 2006 (not Moody's rated).  Under the
terms of the swap agreement, the University pays a fixed rate of
4.67% and receives a rate of 65% of LIBOR plus 79 basis points.
As of January 8, 2009, the mark-to-market value of the swap was a
liability to the University of approximately $1.4 million.  The
University is not required to post collateral.

                            Strengths

* Stable market position as the primary provider of four-year
  education in the southwest region of Indiana.  The University
  has experienced moderate enrollment growth with fall 2008 full-
  time equivalent enrollment of 8,437 students, up 4% from 8,120
  FTEs in fall 2004.

* Adequate coverage of pro-forma debt and operations, 0.7 times
  and 1.1 times, respectively for FY2008 from limited expendable
  resource base of $120 million.  However, fee replacement on 64%
  of debt service is reimbursed from the State on student fee
  bonds. Student fee replacement approval has been received for
  $35 million of the Series J projects.

* Consistently healthy operating margins with three-year average
  operating margin of 5.9%, as calculated by Moody's, and good
  average debt service coverage of 1.8 times.  Pledged revenues of
  $14 million are projected to cover auxiliary system revenue debt
  by over 1.25 times, the covenant requirement.

* Level state appropriations and anticipation of continued
  operating and capital support, as state appropriations account
  for 40% of operating revenues.

                           Challenges

* Limited revenue base of $120 million compared to a 2007 median
  of A2-rated institutions of $178 million and below average FTE
  of 8,437, compared to a 2007 median of 9,879, the University is
  left somewhat vulnerable to shifts in enrollment and economic
  cycles.

* Low net tuition per student of $4,251 in fall 2008, compared to
  a 2007 median of $5,332 for other A2-rated institutions.  The
  lower-than-peer net tuition per student is driven by the
  University's mission to provide access to students in southwest
  Indiana.  It is likely that the University's net tuition per
  student will remain below those of its peers in the state.

* Retention rates of 66% continue to challenge the University
  although measures are being undertaken to combat this issue such
  as mentoring and coordination of student life issues.

Market Position/Competitive Strategy: Stable Student Demand And
                   Established Market Position

The University serves as a regional public institution serving
southwestern area of the state in Evansville, Indiana.  Originally
founded as a regional campus of Indiana State University and
gaining independence in 1985, USI primarily provides undergraduate
programs of study and will focus on adding graduate programs in
various disciplines, such as nursing, as well as offer continuing
education classes to meet the changing needs of the community.
USI seeks to continue to strengthen partnerships with employers in
the region and expand upon its Co-op and internship programs of
study.  The University has maintained relatively stable enrollment
with a current student body of 8,437 full-time equivalent
students.  USI has shown consistent selectivity in admissions,
with a fall 2008 acceptance rate of 88% and matriculation of 47%.
For fall 2008, USI received over 5,100 freshman applications, an
increase of 19% over 2004.  The University projects level
enrollment and tuition increases of 3%-4% annually, which are
expected to produce growth in tuition revenue.  The anticipated
tuition increases are expected to allow the institution to keep
pace with its peer State institutions.  Price remains of high
importance, as approximately 40% of the student body is comprised
of first generation students.  Growth of tuition revenue is a key
credit factor for this institution.

The institution's primary market challenge continues to be in
retention with an overall rate of 66%.  USI continues to take
measures to ensure student needs are anticipated and met and has
instituted freshman seminars, advising/mentoring programs and
coordination with the office of student life to integrate programs
and residential services as well as additional resources.

    Operating Performance: Favorable Operating Performance And
    Operating Cash Flow, Providing Good Debt Service Coverage

Moody's believes that USI will continue to generate favorable
operating margins, generating a three-year average operating
margin of 5.9% in FY2008, as calculated by Moody's.  Operating
cash flow generation has been strong, producing average debt
service coverage of 1.8 times.  The University has diverse revenue
sources, with student charges accounting for 30% of FY2008
operating revenues while state appropriations represent 40%.
While Indiana has maintained stable funding for higher education
over the years, the State is holding back $30 million of
appropriations across all of higher education for repair and
rehabilitation for FY 2009, the current fiscal year.  For USI,
this translates into $560,962 in repair and rehabilitation and an
additional 1% decrease of its operating funds to approximately $40
million for FY2009.  The State of Indiana funds approximately 64%
of the debt service on the University's debt through its student
fee replacement program.  Under the fee replacement program, the
debt remains a legal obligation of the University, but the State
reimburses debt service.  With the exception of the deferment of
$500,000 in appropriations in 2000-2001, the State has
consistently funded the full amount of debt service even during
difficult economic times and Moody's expects that going forward,
the State will continue to fund this debt service at the 100%
level.

Pledged revenues of the auxiliary system, $14 million in FY2009,
provide coverage of the auxiliary system revenue debt by over the
1.25 times the covenant requirement.  Included in the pledged
revenues of the auxiliary system are student rents, board fees and
transportation fees.  As demand for the institution progresses and
student housing occupancy remains at 94%, Moody's believe the
security provides good coverage of the System bonds.

Moody's currently maintains an Aa1 issuer rating on the State of
Indiana, with a stable outlook.  The Aa1 rating is based on
governance structure that provides for strong executive budgetary
management, low debt levels; and trend of recent expenditure
restraint that has aided recovery of accumulated reserves.
Offsetting challenges include a weakening economy, with nearly
flat non-farm employment growth, high exposure to manufacturing
and quickening pace of manufacturing job losses and high
concentration of auto-related manufacturing employment; low funded
ratio of the Teachers' Retirement Fund; and affordability of
property tax relief measure in the context of a slowing economy,
lower revenue growth and potential state fiscal strain.  For more
information, see Moody's report published on November 10, 2008.

Balance Sheet Position: Financial Resource Base Provides Adequate
                     Support Of Debt Levels

USI continues to show growth in its financial base that provides
adequate support of its debt position.  For FY2008, the University
reported $151 million in total financial resources including its
affiliated foundations, up nearly 78% from 2004.  Approximately
$121 million of total resources are expendable and in FY2008,
provided an adequate cushion of pro-forma debt and operations 0.7
times and 1.1 times, respectively.  Moody's expect the University
to show increases in resource levels from retained operating
surpluses, providing some additional balance sheet cushion.

The University is currently in the midst of a presidential search,
with current expectations of new leadership taking office in July
2009.  With the start of a new president is the likelihood of a
strategic plan that may outline additional campus needs.  Over the
past few years, USI has invested heavily in its campus facilities
and structures with substantial borrowing unlikely.  The
University would, at some point, like to build an arts theater but
would not proceed with the project unless gifts and state fee
replacement were both received.

Levels of University giving have increased over recent years, with
three-year gift revenue of $9.2 million.  USI's first and only
capital campaign concluded in 1998 with $24 million in pledges and
deferred gifts.  In 2008, the University received a gift of 900
acres of land as well as $500,000 in cash, with a total value of
$7.7 million.  Moody's expects giving to remain stabilized over
the near-term.

As of November 30, the University's endowment totaled $58 million,
up from $44.4 million in 2004.  For the quarter ended September
2008 the investment return was 8.5% with conservative allocation
of equities (70%) and fixed income (30%).  The investment
committee utilized the services of an external consultant and does
not maintain any plans to reallocate the portfolio holdings.

                             Outlook

The stable outlook is based on Moody's expectation of continued
growth in enrollment, favorable operating margins resulting in
healthy debt service coverage and ongoing state fee-replacement
appropriations representing a significant proportion of the
University's debt.

                 What Could Change the Rating - UP

Enrollment and revenue growth while maintaining favorable
operating performance; improving levels of financial resources to
provide a strong cushion for debt.

                What Could Change the Rating - DOWN

Deterioration of operating performance; weakening of student
market position; reduction in State's reimbursement of debt
service.

Key Indicators (Fiscal year 2008 financial results with fall 2008
enrollment data):

* Numbers in parentheses indicate a 30% decline in financial
  resources
* Total Full-Time Equivalent Enrollment: 8,437

* Total Financial Resources: $151 million

* Total Pro-Forma Direct Debt: $173 million ($106 million)

* Expendable Financial Resources to Pro-Forma Debt: 0.7 times (0.5
  times)

* Expendable Financial Resources to Operations: 1.1 times (0.8
  times)

* Net tuition as a share of operating revenues: 29%

* State appropriations as a share of operating revenues: 40%

* State of Indiana: Aa1

                            Rated Debt

Student Fee Bonds:

  -- Series F: A2 rating; FGIC insured (FGIC's current financial
     strength rating is Caa1 with a negative outlook)

  -- Series H, I: A2 rating; Ambac insured (Ambac's current
     financial strength rating is Baa1with a developing outlook)

  -- Series G: Aa2/VMIG1 (based on letter of credit with JP Morgan
     Chase)

Auxiliary System Bonds:

  -- Series 2001A, 2003: A3 rating; Ambac insured (Ambac's current
     financial strength rating is Baa1 with a developing outlook)


VEGAS ASSISTED: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Vegas Assisted Living, LLC
        aka Sun Mountain Community
        aka Plaza at Sun Mountain
        c/o J. Wallace Gutzler
        P.O. Box 3006
        Salem, OR 97302-0006

Bankruptcy Case No.: 09-30151

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Anderson Senior Living Property, LLC               08-07255

Briarwood Retirement and Assisted Living           08-07339
Community, LLC

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

Champlin, LLC                                      08-37147

Charlotte Oakdale Property, LLC                    08-07256

Colonial Gardens, LLC                              08-36655

Court at Clifton Park, LLC                         08-37154

Court at Greece, LLC                               08-37158

Court at Orchard Park, LLC                         08-37161

Greensboro Oakdale Property, LLC                   08-07257

Hendersonville Senior Living, LLC                  08-36673

Kearney Senior Living, LLC                         08-37152

Mc Cook Senior Living, LLC                         08-37148

Medallion Assisted Living Limited Partnership      08-36638

Montclair Senior Living, LLC                       08-37159

Mountain View Village Assisted Living and          08-36991
Retirement Cottages, LLC

Mt. Pleasant Oakdale I Property, LLC               08-07258

Mt. Pleasant Oakdale II Property, LLC              08-07259

Nashville Senior Living, LLC                       08-07260


Portland Senior Living, LLC                        08-36630

Sanddollar Court Memory Care, LLC                  08-37157

Seward Senior Living, LLC                          08-37168

Spring Pointe, LLC                                 09-60012

St. George Senior Living, LLC                      08-37155

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

Vancouver Care, L.L.C.                             08-37156

Village at Greece, LLC                             08-37149

W-E Specialized Care, LLC                          08-37151

Wayne Senior Living, LLC                           08-37146

Winston-Salem Oakdale Property, LLC                08-07261

Chapter 11 Petition Date: January 11, 2009

Court: District of Oregon

Judge: Elizabeth L. Perris

Debtor's Counsel: Leon Simson, Esq.
                  leon.simson@tonkon.com
                  888 S.W. 5th Ave., No. 1600
                  Portland, OR 97204
                  Tel: (503) 802-2067

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

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

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Har-Bro Construction Inc.      trade debt        $61,232
2750 Signal Hill
Signal Hill, CA 90755

Sysco Food Services            trade debt        $44,611
Cust #108175
6201 E. Centinnial Parkway
Las Vegas, NV 89115

City of Las Vegas Annual Sewer trade debt        $42,342
Department of Finance/Business
P.O. Box 52794
Phoenix, AZ 85072-2794

Liberty Mutual                 trade debt        $34,405

Hi-Tech Commercial Service     trade debt        $7,412

Maverick Fire Protection Inc.  trade debt        $7,237

Direct Supply                  trade debt        $6,126

Capital Premium Financing Inc. trade debt        $5,969

Otis Elevator Co., Inc.        trade debt        $4,110

High Desert Landscape and      trade debt        $3,400
Design

Grove Mueller and Swank PC     trade debt        $3,100

Emcompass Textiles and         trade debt        $3,066
Interiors

former Resident No. VAL-01     resident refund   $2,084

Besam Entrance Solutions       trade debt        $2,059

CDW                            traded debt       $2,047

former Resident No. VAL-02     resident refund   $1,882

The Home Depot Supply          trade debt        $1,606

Office Depot                   trade debt        $1,367

Embarq Communications          trade debt        $1,212

SW Gas Corp                    trade debt        $981

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


VIRGIN MOBILE: Reports Preliminary Data for Year ended Dec. 31
--------------------------------------------------------------
Virgin Mobile USA Inc. disclosed selected preliminary key metrics
for the three months and full year ended Dec. 31, 2008.  The
results reported are preliminary and subject to completion of full
audited financial statements for the period referenced.

Fourth quarter net customer additions were approximately 216,000
with churn for the fourth quarter 2008 of 4.8%, as the company saw
a benefit from consumers looking for value in a challenging
economic environment.

Virgin Mobile USA ended the year with approximately 5,380,000
customers, including customers added with the acquisition of
Helio, which closed on Aug. 22, 2008.  The company attracted more
than 3.3 million gross customer additions during the year.

"The initiatives we have implemented throughout 2008 have begun to
show clear benefits to our results," said Virgin Mobile USA CEO
Dan Schulman.

"Our new offers have helped lead to strong customer growth and
improved retention as consumers look for value and flexibility
during uncertain economic times," Mr. Schulman said.  "Our hybrid
plans continue to grow in popularity, accounting for over 50% of
our gross adds in October and November and 29% of our subscriber
base at the end of November.  We expect the growth of these plans
to lead to continued improvement in ARPU trends in the fourth
quarter of 2008."

Virgin Mobile USA expects to release complete financial results
for the fourth quarter and full year 2008 on March 3, 2009.

                    About Virgin Mobile USA Inc.

Headquartered in Warren, New Jersey, Virgin Mobile USA Inc. (NYSE:
VM) -- http://www.virginmobileusa.com/-- is a provider of
wireless, pay-as-you-go communications services without annual
contracts.  Voice pricing plans range from monthly options with
unlimited nights and weekends to by-the-minute offers, allowing
consumers to adjust how and what they pay according to their
needs.  Virgin Mobiles full slate of handsets, including the Wild
Card, Super Slice and Cyclops, are available at top retailers in
more than 35,000 locations nationwide and online, with Top-Up
cards available at more than 130,000 locations.

Virgin Mobile USA Inc.'s balance sheet at Sept. 30, 2008, showed
total assets of $395.9 million and total liabilities of
$751.4 million resulting in a shareholders' deficit of about
$355.5 million.


WHITNEY LAKE: Files Chapter 11 Plan and Disclosure Statement
------------------------------------------------------------
Whitney Lake, LLC, filed with the U.S. Bankruptcy Court for the
District of South Carolina on Dec. 22, 2008, a disclosure
statement detailing information needed by holders of claims or
interests entitled to vote to make an informed decision about the
merits of approving its plan of reorganization.

                           Plan Summary

There are four main components to the Financial Plan.  First,
complete and sell the existing inventory of townhomes.  Second,
use the cash proceeds in part to pay creditors, pay administrative
claims, and fund future construction that will provide future
sales and cash.  Third, redesign the master plan to reflect
current market conditions and the relative demand for single
family housing versus townhomes and condominiums.  Finally, merge
Whitney Lake, LLC with Whitney Lake Tract B-1, LLC to consolidate
certain assets and simplify practices common to both entities, as
well as to enhance the plan of reorganization.  90%+/- of
membership shares in both companies are held by the same parties.

Pursuant to the merger plan, membership shares in Whitney Lake,
LLC and Whitney Lake Tract B-1, LLC will be converted into
Interests in the "new" Whitney Lake, LLC.  The allocation of
membership shares will be based on the paid-in capital of members
of both companies.

Currently, there are 85 townhome units in various stages of
completion that require an estimated $1,645,398 to completed.  The
Debtor projects to complete and sell the units within 24 months of
the Plan Effective Date.  Once the current inventory of 85
townhomes are sold and Phase 2c lots start closing, capital is
accumulated to start Phase 2e.  Once lots in Phase 2e begin to
close, capital would be accumulated in order to start Phase 4a.
Part of the capital that would be accumulated would also be used
to fund vertical construction in Phase 2a.

The non-lender creditors  will receive about 65% of the
distributions during the last four months of the 40-month plan
because about two-thirds of the net income generated during the
plan is used to fund construction of roadways and dwelling.

The plan does not require construction financing.  Within 40
months, the Debtor projects to pay all creditors in full.

The plan classifies claims and interests into 15 classes:

                                                          Claim
Class            Type of Claim            Treatment      Amount
-------     -------------------------      ---------    ---------
Class I     Administrative Claims          Impaired

Class II    Taxes Due -                    Impaired     $23,343
            Claim of The Charleston
            County Delinquent Tax
            Office

Class III   Taxes Due -                    Impaired     $62,677
            Claim of The City of
            Charleston Revenue
            Collection, South Carolina

Class IV    Mortgagee, Phase 2 -           Impaired  $4,130,398
            Claim of Regions Bank

Class V     Morgagee, Sailfish Lots 8,
            9 & 10 -
            Claims of Regions Bank         Impaired     $271,688

Class VI    Mortgagee, B1 -                Impaired     $845,595
            Regions Bank

Class VII   Constrution Loans, First       Impaired   $1,244,062
            Horizon

Class VIII  Construction Loans, Stock      Impaired   $2,403,592
            Building Suply

Class IX    Construction Loans, Regions    Impaired   $7,654,645
            Bank

Class X     Junior Secured Creditors,      Impaired   $3,527,043
            Phase 1b, 1c, 1b Infall

Class XI    Junior Secured Creditor,       Impaired     $637,657
            Phase 2

Class XII   Deposit Priority Creditors     Impaired      $11,000

Class XIII  Unsecured Creditors            Impaired   $1,733,224

Class XIV   Unsecured Creditors Less than  Impaired      $10,550
            $990

Class XV    Equity Security Holders        Unimpaired

Payments of Class I claims shall be made as appropriate under
applicable law or approved by the Court.  Class II claims will be
paid in full from the sale and closing of units that the
apportioned taxes apply to.  Class III claims will be paid in full
within two years in equal monthly installments of $2,612 each,
commencing 30 days after the Effective Date of the Plan.

The Debtor proposes to pay the Class IV, Class V and Class VI
claims of Regions bank with interest at 5% p.a. within a period of
40 months of the Plan Effective Date.

The Debtor proposes to pay the Class VII claim of First Horizon
Bank, the Class VIII claim of Stock Building Supply, and the Class
IX claim of Regions Bank, with interest at 5% p.a., within two
years of the Plan Effective Date.

Class X, which includes the mechanics lien holders in Phase 1b &
1c and the judgment creditor, Bankcorp, Inc., will be paid in full
within 40 months of the Plan Effective Date.  Creditors under
Class XI, which consists of mechanic lien creditors in Phase 2,
shall be paid in conjunction with and under the same terms as
Class X Junior Secured Creditors and will share in said
distributions on a pro-rata basis.

Class XII claims shall be paid in full over a period of 12 months
in equal monthly payments, to be pro-rated among the creditors,
commencing 30 days from the Effective Date of the Plan.

Claims of unsecured creditors under Class XIII shall be paid 20%
of $10,000 per each townhome or lot closing that takes place
starting 30 days from the Effective Date.  This class will be paid
in full within 40 months of the Plan Effective Date.

Class XIV shall be paid installments of $586 per month over 18
months starting 30 days from the Plan Effective Date.

The interests of the Equity Security Holders under Class XV will
retain their interests in the Debtor.

                             Cramdown

Except for Class XV, which is unimpaired, all classes are entitled
to vote to accept or reject the Plan.

In accordance with the "cramdown" provision of the Bankruptcy Code
under Sec. 1129(b), in the event the requisite acceptances are not
obtained, the Court may nevertheless confirm that the Plan awards
fair and equitable treatment of the class or classes rejecting the
Plan.

A full-text copy of the Debtor's Plan of Reorganization, dated
Dec. 22, 2008, is available for free at:

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

A full-text copy of the Disclosure Statement, dated Dec. 22, 2008,
explaining the Debtor's Plan of Reorganization is available for
free at http://bankrupt.com/misc/WhitneyLakeDS.pdf

Based in Johns Island, South Carolina, Whitney Lake, LLC --
http://www.whitneylake.com/-- is a townhouse subdivision
developer.  The company filed for Chapter 11 relief on Sept. 18,
2008 (Bankr. D. S.C. Case No. 08-05729).  Kevin Campbell, Esq., at
Campbell Law Firm, P.A. represents the Debtor as counsel.
When the company filed for protection from its creditors, it
listed total assets of $22,807,654, and total debts of
$21,197,259.


WHITNEY LAKE: Wants to Hire Kenneth Krawcheck as Special Counsel
----------------------------------------------------------------
Whitney Lake, LLC, asks the U.S. Bankruptcy Court for the District
of South Carolina for permission to employ the services of Kenneth
C. Krawcheck, Esq. of Krawcheck Law Firm, LLC, as special counsel.

Mr. Krawcheck's duties would include investigating and prosecuting
objections to claims, avoidance actions, and the recovery of
assets.

Mr. Krawcheck bills at $250 per hour and his firm's paralegals
bill at $100 per hour.

Mr. Krawcheck assures the Court that neither he nor the firm hold
an interest adverse to the Debtor or its estate, and he and the
firm are "disinterested" persons as defined in Sec. 101(14) of the
Bankruptcy Code.

Based in Johns Island, South Carolina, Whitney Lake, LLC --
http://www.whitneylake.com/-- is a townhouse subdivision
developer.  The company filed for Chapter 11 relief on Sept. 18,
2008 (Bankr. D. S.C. Case No. 08-05729).  Kevin Campbell, Esq., at
Campbell Law Firm, P.A. represents the Debtor as counsel.  When
the company filed for protection from its creditors, it listed
total assets of $22,807,654, and total debts of $21,197,259.


WELLS GROUP: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Wells Group, Inc.
        dba Coffee County Ready Mix
        dba Bedford County Ready Mix
        1620 Old Tullahoma Highway
        Manchester, TN 37355

Bankruptcy Case No.: 09-10038

Chapter 11 Petition Date: January 6, 2009

Court: Eastern District of Tennessee (Winchester)

Judge: R. Thomas Stinnett

Debtor's Counsel: Paul E. Jennings
                  805 S. Church Street, Ste. 3
                  Murfreesboro, TN 37130
                  Tel: (615) 895-7200
                  Fax: (615) 895-7294
                  Email: paulejennings@bellsouth.net

Estimated Assets: $0 to $50,000

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

The petition was signed by Jason Wells, managing member of
the company.

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

             http://bankrupt.com/misc/teb09-10038.pdf


WISCONSIN TERRAZO: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Wisconsin Terrazo & Tile, Inc.
        555 Braund Street
        Onalaska, WI 54650
        Tel: (608) 779-5010
        Fax: (608) 779-9444

Bankruptcy Case No.: 08-16640

Chapter 11 Petition Date: December 16, 2008

Court: Western District of Wisconsin (Eau Claire)

Judge: Thomas S. Utschig

Company Description: Wisconsin Terrazo & Tile, Inc., is a building
                     contractor specializing in the installation
                     of terrazo tiles.
                     See: http://www.wisconsinterrazzo.com/

Debtor's Counsel: Galen W. Pittman, Esq.
                  300 N. 2nd Street, Suite 210
                  La Crosse, WI 54602-0668
                  Tel: (608) 784-0841
                  Email: galenpittman@centurytel.net

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

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

The petition was signed by Daniel M. Nelson, president of
the company.

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

               http://bankrupt.com/misc/wwb08-16640.pdf


WOODSIDE GROUP: Court Sets January 31, 2009 General Bar Date
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
Georgia set:

(1) Jan. 31, 2009, as the deadline for the filing of proofs of
     claim or interests in Woodside AMR 107, Inc. and Woodside
     Portofino, Inc.'s bankruptcy case (collectively the "March
     Debtors") arising on or before March 31, 2008;

(2) Jan. 31, 2009, as the deadline for the filing of proofs of
     claim or interests in 185 Woodside Group, LLC, et al.
     bankruptcy cases (collectively, the "August Debtors")
     arising on or before Sept. 16, 2008;

(3) March 14, 2009, as the last day for all governmental units
     to assert claims or interests arising (a) on or before
     March 31, 2008, in the March Debtors' bankruptcy cases and
     (b) on or before Sept. 16, 2008, in the August Debtors'
     bankruptcy cases.

Claims must be filed on or before the Bar Date at:

     Woodside Group Claims Processing
     c/o Kurtzman Carson Consultants LLC
     PO Box 1070
     Riverside, CA 92502

     or

     (for overnight deliveries)

     United States Bankruptcy Court
     Central District of California
     Woodside Group Claims Processing
     c/o Intake Department
     3420 Twelfth Street
     Riverside, CA 92501-3819

Headquartered in North Salt Lake, Utah, Woodside Group LLC
http://www.woodside-homes.com/-- is the parent company of
multiple subsidiaries and through approximately 185 of those
subsidiaries is primarily engaged in homebuilding operations in
eight states.  The operations of the Woodside Group are financed
through Woodside Group's affiliate Pleasant Hill Investments, LC.
Woodside Group, Pleasant Hill Investments and each of the 185
subsidiaries are the Debtors.  Woodside Group also has
subsidiaries and affiliates that are not debtors.

On March 31, 2008, Woodside AMR 107, Inc. and Woodside Portofino,
Inc. filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code.  On Aug. 20, 2008, an Ad Hoc
Group of Noteholders commenced the filing of involuntary petitions
against the Debtors (other than AMR 107 and Portofino).  On Aug.
20, 2008, JPMorgan Chase Bank, N.A., on behalf of the Bank Group,
commenced the filing of certain Joinders in the Involuntary
Petition.  On Sept. 16, 2008, the Debtors filed a "Consolidated
Answer to Involuntary Petitions and Consent to Order for Relief"
and the Court entered the "Order for Relief Under Chapter 11."

The Debtors are jointly administered under Case No. 08-20682.
The Bankruptcy Cases are currently pending before the Honorable
Peter Carroll in the United States Bankruptcy Court for the
Central District of California (Riverside).

Jeremy V. Richards, Esq., Linda F. Cantor, Esq., and Maxim B.
Litvak, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los
Angeles, represent the Debtors as counsel.  Susy Li, Esq., and
Michael A. Sherman, Esq., at Bingham McCutchen LLP, in Los
Angeles, Michael J. Reilly, Esq., Jonathan B. Alter, Esq., and
Mark W. Deveno, Esq., at Bingham McCutchen LLP, in Hartford,
Connecticut, act as counsel to the Ad Hoc Group of Noteholders.

Donald L. Gaffney, Esq., at Snell & Wilmer LLP, in Phoenix
Arizona, Michael B. Reynolds, Esq., Eric S. Pezold, Esq., at Snell
& Wilmer LLP, in Costa Mesa, California, are counsel for JPMorgan
Chase Bank, N.A., as Administrative Agent to Participant Lenders.

David L. Gaffney, Esq., at Snell & Wilmer LLP, in Phoenix Arizona,
and Michael B. Reynolds, Esq., and Eric S. Pezold, Esq., at Snell
& Wilmer LLP, in Costa Mesa, California, are the proposed counsel
to the Official Committee of Unsecured Creditors.

During 2007, the Woodside Entities generated revenues exceeding
$1 billion on a consolidated basis.  As of Dec. 31, 2007, the
Woodside Entities had consolidated assets and liabilities of
approximately $1.5 billion and $1.1 billion, respectively.  As of
the Sept. 16, 2008 petition date, the Debtors have approximately
$70 million in cash.  The Woodside Entities employ approximately
494 employees.

In its schedules, Woodside Group, LLC listed total assets of
$1,000,285,578 and total liabilities of $691,352,742.  The
schedules are unaudited.


WORKFLOW MANAGEMENT: S&P Raises Corporate Credit Rating to 'CC'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Workflow Management Inc. to 'CC' from 'D'.  The rating
outlook is negative.

In addition, S&P raised its issue-level rating on the company's
first-lien debt to 'CCC' (two notches higher than the 'CC'
corporate credit rating) from 'D'.  The recovery rating on this
debt remains unchanged at '1', indicating S&P's expectation of
very high (90%-100%) recovery for lenders in the event of a
payment default.

The issue-level rating on Workflow's second-lien debt remains at
'C', and the recovery rating on this debt remains at '6',
indicating S&P's expectation of negligible (0% to 10%) recovery in
the event of a payment default.

"The ratings upgrade reflects the company's payment of a
previously withheld amortization payment on its first-lien term
loan and the execution of forbearance agreements with its first-
and second-lien lenders," explained Standard & Poor's credit
analyst Mike Listner.

Conditions of the forbearance agreements require the honoring of
the scheduled principal payment, and lenders consenting to the
waiver of certain events of default arising prior to the execution
date and during the forbearance period, scheduled to conclude on
March 2, 2009.  Based on the now current status of the company's
first-lien term loan, S&P has raised the issue level rating of the
credit facility to 'CCC'.

While the forbearance agreement provides for a waiver of any
breach of the financial covenants stipulated in the credit
agreements during the forbearance period, the agreements preclude
the company from making any cash payments on its second-lien term
loan.  As the company is required to make a scheduled interest
payment on its second-lien term loan on Jan. 30, 2009, failure to
honor this payment, as required under the forbearance agreement,
would result in a default under the original terms of the credit
agreement.  This would subsequently result in a downgrade of the
corporate credit rating to 'D' and a downgrade of the issue-level
rating on the second-lien term loan to 'D' on that date.

The 'CC' corporate credit rating reflects Workflow Management's
significant debt service requirements, recent operating hallenges,
and limited liquidity, as well as the high likelihood of an
upcoming payment default (as previously explained).  While the
forbearance agreements require the company to work toward the
refinancing of its indebtedness, the uncertainty surrounding the
possible refinancing of these obligations and the resulting terms
weigh heavily on the rating.  Given its private company status,
Workflow does not publicly disclose its financial information.


* FDIC Asks Banks How They're Using Gov't Aid to Help Homeowners
----------------------------------------------------------------
Damian Paletta at The Wall Street Journal reports that the Federal
Deposit Insurance Corp. has asked the banks it regulates to
disclose how they are using billions of dollars in government aid
to help homeowners avoid foreclosure.

According to WSJ, FDIC wants information from banks that have used
the liquidity, debt-guarantee or capital-injection programs.
Banks should establish a monitoring process "to determine how
participation in these federal programs has assisted institutions
in supporting prudent lending and/or supporting efforts to work
with existing borrowers to avoid unnecessary foreclosures," WSJ
quoted FDIC as saying.

Citing critics, WSJ relates that banks are allegedly hoarding the
money, which the lenders have denied, saying that they are lending
but trying to be prudent due to the uncertain economic conditions.

The Congress, says WSJ, would demand more limits on how banks use
the money, and the incoming administration is considering new
requirements to track how banks are using the money to lend.


* S&P Says Transportation Sector Faces A Dim Outlook In 2009
------------------------------------------------------------
A rapidly deteriorating U.S. economy, slowing growth worldwide,
and credit market dislocations are stepping up the pressure on
North American transportation companies, according to an industry
report card published by Standard & Poor's Ratings Services today.
The sharp decline in oil prices (S&P projects average prices of
$44 per barrel in 2009, compared with $100 in 2008) provides a
significant offset for airlines but only modest relief for other
sectors that already had means to pass through higher fuel costs,
according to the report, "Industry Report Card: Recession Is
Creating A Dim 2009 Outlook For The North American Transportation
Sector."

S&P sees trucking and car rental companies under the greatest
pressure and recently downgraded several large participants in
those sectors: YRC Worldwide Inc. (CCC/Watch Dev/--), Avis Budget
Group Inc. (CCC+/Watch Pos/--), and Dollar Thrifty Auto Group Inc.
(CCC+/Watch Neg/--).  All these companies' fates now depend on
conditions in their markets, and negotiations with lenders for
some, according to the report.

The weakness is spreading to other sectors that had previously
seen only moderate weakness, including air express, shipping,
railroads, and equipment leasing companies.  In each case, volumes
are slipping, though pricing is holding up fairly well in selected
sectors, such as railroads, the report notes.

"For a change, the prospects for airlines are brightening [albeit
from low levels], due to the plunge in oil prices from $147 per
barrel in July, but S&P's negative rating outlooks for most of
these companies reflect the ongoing risk of worse-than-expected
revenue declines or diminishing liquidity from having to post cash
collateral under fuel-hedging contracts," said Standard & Poor's
credit analyst Philip Baggaley.  Around half of the rating
outlooks for North American trucking, car rental, and airline
companies are negative or CreditWatch negative, compared with
about one-third for the transportation sector overall.


* Public Company Filings Up 74% in 2008
----------------------------------------
Bloomberg's Bill Rochelle, citing BankruptcyData said that in 2008
a total of 136 public companies filed for bankruptcy
relief, counting cases in both Chapter 11 and Chapter 7.  In
2007, filings totaled 78, according to BankruptcyData.com

According to Mr. Rochelle, the assets of 124 non-financial
companies filing in 2008 totaled $65 billion, compared with $7.3
billion in 2007.  BankruptcyData said that including financial
companies filing in 2008, such as Lehman Brothers Holdings Inc.,
Washington Mutual Inc. and IndyMac Bancorp Inc., the asset figure
rose exponentially to $1.16 trillion.

Mr. Rochelle says the 136 public-company filings last year paled
in comparison with the 263 that went bust during 2001 in the
dotcom implosion.


* American Discovery Forms Financial Services Division
------------------------------------------------------
American Discovery introduced its Financial Services Division
featuring legal and financial experts dedicated to complex
litigation matters that have become frequent with the ongoing
financial industry crisis.  This business unit combines expert
discovery resources with diverse understanding of the intricacies
involved with subprime lending, bankruptcy, options, credit
default swaps, synthetic derivatives, forward contracts,
commodities, high-yield securities, and other complex financial
instruments.

American Discovery's Financial Services Division is led by Howard
Liberson, the company's CFO, who is a former investment banker at
Credit Suisse First Boston and attorney at Skadden, Arps, Slate,
Meagher & Flom (corporate law) and Morrison & Foerster
(litigation). Mr. Liberson has extensive experience in financial
and corporate matters ranging from securities class actions to
bankruptcy proceedings to M&A/corporate finance transactions.

Mr. Liberson leads an interdisciplinary team of associates and
discovery professionals with significant real-world experience
managing sophisticated, document-intensive projects in the
financial services industry.  Recent representative assignments
have involved matters from some of the largest U.S. financial
organizations and law firms specializing in Financial Services and
Securities Litigation.

"The complexities and variations prevalent in financial services
litigation require dedicated staff with working knowledge of the
subject matter," said Howard Liberson. "Our insight and
understanding of the unique context of our client's litigation
continues to provide greater efficiency and accuracy to them
throughout the discovery and document review processes."

The company has recently added numerous attorneys, project
managers, and quality control staff in response to its increased
market demand. Mr. Liberson added, "We are experiencing an
exponential increase in projects related to financial industry
litigation. Aligning our expert resources in support of our
clients' distinct discovery requirements enables our clients to
optimize review results and cost efficiencies."

                     About American Discovery

Based in Los Angeles, California, American Discovery --
http://www.americandiscovery.com/-- is a knowledge-based provider
of comprehensive legal process outsourcing services to
corporations and law firms.  The firm addresses and solves
numerous legal industry challenges inherent in discovery
requirements, document review, contract management, and litigation
support. Its extensive resources, advanced work flow practices,
and cost containment measures provide clients with tangible
improvements in productivity and cost efficiency.  Led by
executives and attorneys with diverse experience working with
leading U.S. law firms including Skadden, Arps, Slate, Meagher &
Flom LLP; Morrison & Foerster LLP; O'Melveny & Myers LLP; and
others, American Discovery is evolving the standards and practices
by which legal process outsourcing is performed.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------

In Re Nordquist, Charles Edward
      aka Nordquist, Charles
      aka Nordquist, Charles E.
   Bankr. D. Colo. Case No. 08-30084
      Chapter 11 Petition filed December 16, 2008
         See http://bankrupt.com/misc/cob08-30084.pdf

In Re Gift World, Inc.
   Bankr. E.D. La. Case No. 08-13108
      Chapter 11 Petition filed December 17, 2008
         See http://bankrupt.com/misc/laeb08-13108.pdf

In Re Lefler, Kenneth David
      Lefler, Mary Jo
   Bankr. N.D. W.V. Case No. 08-02086
      Chapter 11 Petition filed December 22, 2008
         See http://bankrupt.com/misc/wvnb08-02086.pdf

In Re Murfreesboro Insulation & Afterpaint Specialists, LLC
   Bankr. M.D. Tenn. Case No. 08-12089
      Chapter 11 Petition filed December 22, 2008
         See http://bankrupt.com/misc/tnmb08-12089.pdf

In Re R&P Ventures LLC
      dba Thai Spice
   Bankr. C.D. Calif. Case No. 08-18594
      Chapter 11 Petition filed December 29, 2008
         See http://bankrupt.com/misc/cacb08-18594.pdf

   In Re Thai Ventures 006 LLC
      Bankr. C.D. Calif. Case No. 08-18429
         Chapter 11 Petition filed December 19, 2008

   In Re Thai Ventures 001 LLC
      Bankr. C.D. Calif. Case No. 08-18689
         Chapter 11 Petition filed December 31, 2008
            See http://bankrupt.com/misc/cacb08-18689.pdf

   In Re Thai Ventures 002 LLC
      Bankr. C.D. Calif. Case No. 08-18693
         Chapter 11 Petition filed December 31, 2008

   In Re Thai Ventures 004 LLC
      Bankr. C.D. Calif. Case No. 08-18699
         Chapter 11 Petition filed December 31, 2008

   In Re Thai Ventures 005 LLC
      Bankr. C.D. Calif. Case No. 08-18701
         Chapter 11 Petition filed December 31, 2008

In Re Priority Heating & Air Conditioning Inc.
   Bankr. C.D. Calif. Case No. 08-32748
      Chapter 11 Petition filed December 30, 2008
         See http://bankrupt.com/misc/cacb08-32748.pdf

In Re Bristeev, Inc.
   Bankr. D. Conn. Case No. 08-34178
      Chapter 11 Petition filed December 30, 2008
         See http://bankrupt.com/misc/cnb08-34178.pdf

In Re Northern Rhode Island Anesthesia Associates, P.C.
      c/o Farhalla M. Mashali
   Bankr. D. Mass. Case No. 08-19930
      Chapter 11 Petition filed December 30, 2008
         See http://bankrupt.com/misc/mab08-19930.pdf

In Re Yancy, Mary L.
      aka Mary L. Yancy, LLC
   Bankr. D. Nev. Case No. 08-25567
      Chapter 11 Petition filed December 30, 2008
         Filed as Pro Se

In Re MHS Management Group, LLC
   Bankr. N.D. N.Y. Case No. 08-63116
      Chapter 11 Petition filed December 30, 2008
         See http://bankrupt.com/misc/nynb08-63116p.pdf
             http://bankrupt.com/misc/nynb08-63116c.pdf

In Re Halal 4 U LLC
   Bankr. S.D. N.Y. Case No. 08-15216
      Chapter 11 Petition filed December 30, 2008
         Filed as Pro Se

In Re TILC Ministries, Inc.
      dba Togetherness In Love Community
      aka Togetherness In Love
      fka God's Healing Power Prayer Band, Inc.
   Bankr. W.D. N.Y. Case No. 08-23309
      Chapter 11 Petition filed December 30, 2008
         See http://bankrupt.com/misc/nywb08-23309.pdf

In Re Minella, Diana C.
   Bankr. W.D. Tex. Case No. 08-53906
      Chapter 11 Petition filed December 30, 2008
         See http://bankrupt.com/misc/txwb08-53906p.pdf
             http://bankrupt.com/misc/txwb08-53906c.pdf

In Re Back, Carlie Billen
   Bankr. D. Ariz. Case No. 08-19141
      Chapter 11 Petition filed December 31, 2008
         See http://bankrupt.com/misc/azb08-19141.pdf

In Re Nelson, Sherry Lynn
   Bankr. D. Ariz. Case No. 08-19142
      Chapter 11 Petition filed December 31, 2008
         See http://bankrupt.com/misc/azb08-19142.pdf

In Re Biesboer, Kenneth L.
   Bankr. N.D. Ill. Case No. 08-35834
      Chapter 11 Petition filed December 31, 2008
         See http://bankrupt.com/misc/ilnb08-35834.pdf

In Re The Clermont Group LLC
      dba Emperial Management Group
      dba Webster Hall Restaurant
   Bankr. D. Mass. Case No. 08-20022
      Chapter 11 Petition filed December 31, 2008
         Filed as Pro Se

In Re Visceglia, Joseph Nicholas
   Bankr. D. N.J. Case No. 08-36089
      Chapter 11 Petition filed December 31, 2008
         See http://bankrupt.com/misc/njb08-36089.pdf

In Re Garo's Bootery, Inc.
      dba Vive
   Bankr. S.D. N.Y. Case No. 08-15227
      Chapter 11 Petition filed December 31, 2008
         See http://bankrupt.com/misc/nysb08-15227.pdf

In Re Ernesto Tropical Food, Inc.
   Bankr. D. P.R. Case No. 08-09013
      Chapter 11 Petition filed December 31, 2008
         See http://bankrupt.com/misc/prb08-09013.pdf

In Re Martin, Glenn S., Jr.
   Bankr. E.D. Tenn. Case No. 08-52631
      Chapter 11 Petition filed December 31, 2008
         See http://bankrupt.com/misc/tneb08-52631.pdf

In Re Centrifuge Experts International LLC
   Bankr. S.D. Tex. Case No. 08-80545
      Chapter 11 Petition filed December 31, 2008
         Filed as Pro Se

In Re Texas Car Services, LLC
   Bankr. S.D. Tex. Case No. 08-38231
      Chapter 11 Petition filed December 31, 2008
         See http://bankrupt.com/misc/txsb08-38231.pdf

In Re Alwan, Elias Omar
   Bankr. E.D. Va. Case No. 08-18211
      Chapter 11 Petition filed December 31, 2008
         See http://bankrupt.com/misc/vaeb08-18211.pdf

In Re WINNET Communications, Inc.
   Bankr. W.D. Ky. Case No. 09-30002
      Chapter 11 Petition filed January 1, 2009
         See http://bankrupt.com/misc/kywb09-30002.pdf

In Re Discount Fireworks of Central Florida, Inc.
   Bankr. M.D. Fla. Case No. 09-00010
      Chapter 11 Petition filed January 2, 2009
         See http://bankrupt.com/misc/flmb09-00010.pdf

In Re Garrison Forest Properties, LLC
   Bankr. D. Md. Case No. 09-10037
      Chapter 11 Petition filed January 2, 2009
         See http://bankrupt.com/misc/mdb09-10037.pdf

In Re Peda Construction, Incorporated
   Bankr. D. N. Dak. Case No. 09-30002
      Chapter 11 Petition filed January 2, 2009
         See http://bankrupt.com/misc/ndb09-30002.pdf

In Re Simply Delicious, Inc.
   Bankr. W.D. Pa. Case No. 09-20002
      Chapter 11 Petition filed January 2, 2009
         See http://bankrupt.com/misc/pawb09-20002.pdf

In Re Rosario's Mexican Restaurant, Inc.
   Bankr. M.D. Tenn. Case No. 09-00001
      Chapter 11 Petition filed January 2, 2009
         See http://bankrupt.com/misc/tnmb09-00001.pdf

In Re Boundary Development, LLC
   Bankr. D. S.C. Case No. 09-00018
      Chapter 11 Petition filed January 2, 2009
         See http://bankrupt.com/misc/scb09-00018.pdf

In Re San Angelo Colts Baseball Club, LLC
   Bankr. S.D. Fla. Case No. 09-10039
      Chapter 11 Petition filed January 3, 2009
         See http://bankrupt.com/misc/flsb09-10039.pdf

In Re Trumpadacious LLC
   Bankr. D. Ariz. Case No. 09-00031
      Chapter 11 Petition filed January 4, 2009
         See http://bankrupt.com/misc/azb09-00031.pdf

In Re Mercy Seat Church of God in Christ, Inc.
   Bankr. D. Md. Case No. 09-10061
      Chapter 11 Petition filed January 4, 2009
         See http://bankrupt.com/misc/mdb09-10061.pdf

In Re TATA, Inc.
      dba The Lock Shop of Cheyenne
   Bankr. D. Wyo. Case No. 09-20002
      Chapter 11 Petition filed January 4, 2009
         See http://bankrupt.com/misc/wyb09-20002.pdf

In Re Rhett, Inc.
   Bankr. D. Ariz. Case No. 09-00096
      Chapter 11 Petition filed January 5, 2009
         See http://bankrupt.com/misc/azb09-00096c.pdf

In Re SSS Hospitality, Inc.
   Bankr. D. Ariz. Case No. 09-00032
      Chapter 11 Petition filed January 5, 2009
         See http://bankrupt.com/misc/azb09-00032.pdf

In Re Caballeros De Dimas-Alang, Inc.
   Bankr. E.D. Calif. Case No. 09-20066
      Chapter 11 Petition filed January 5, 2009
         Filed as Pro Se

In Re Manalang, Ronnie D.
      dba International Motors & Merchandising Inc.
   Bankr. C.D. Calif. Case No. 09-10107
      Chapter 11 Petition filed January 5, 2009
         Filed as Pro Se

In Re Gladie, Verneicia
   Bankr. S.D. Calif. Case No. 09-00045
      Chapter 11 Petition filed January 5, 2009
         Filed as Pro Se

In Re Moore, William K.
   Bankr. S.D. Calif. Case No. 09-00040
      Chapter 11 Petition filed January 5, 2009
         See http://bankrupt.com/misc/casb09-00040.pdf

In Re Beasley, Terrance Demond
   Bankr. N.D. Ga. Case No. 09-60221
      Chapter 11 Petition filed January 5, 2009
         Filed as Pro Se

In Re Dunwoody Forest Renaissance Homes II, LLC
   Bankr. N.D. Ga. Case No. 09-60340
      Chapter 11 Petition filed January 5, 2009
         See http://bankrupt.com/misc/ganb09-60340.pdf

In Re Goodrich, Michael Walter
   Bankr. N.D. Ga. Case No. 09-60339
      Chapter 11 Petition filed January 5, 2009
         Filed as Pro Se

In Re Hardman, Comus E., III
   Bankr. N.D. Ga. Case No. 09-60389
      Chapter 11 Petition filed January 5, 2009
         See http://bankrupt.com/misc/ganb09-60389.pdf

In Re Copeland, Richard Eugene
   Bankr. D. Kans. Case No. 09-10005
      Chapter 11 Petition filed January 5, 2009
         See http://bankrupt.com/misc/ksb09-10005.pdf

In Re Eddie's Transmissions And Complete Auto
   Bankr. D. Kans. Case No. 09-10007
      Chapter 11 Petition filed January 5, 2009
         See http://bankrupt.com/misc/ksb09-10007.pdf

In Re Strasil, Ernest L. Jr.
   Bankr. D. Neb. Case No. 09-4006
      Chapter 11 Petition filed January 5, 2009
         See http://bankrupt.com/misc/neb09-40006.pdf

In Re L.I. Law Restaurant Corp.
   Bankr. E.D. N.Y. Case No. 09-70026
      Chapter 11 Petition filed January 5, 2009
         See http://bankrupt.com/misc/nyeb09-70026.pdf

In Re The Genesis Organization
   Bankr. N.D. Ohio Case No. 09-40013
      Chapter 11 Petition filed January 5, 2009
         See http://bankrupt.com/misc/ohnb09-40013.pdf

In Re D-C Cunningham Group, Inc.
      dba DC Cunningham Group
      dba Cunningham Group
      dba D-C Group
   Bankr. S.D. Ohio Case No. 09-50034
      Chapter 11 Petition filed January 5, 2009
         See http://bankrupt.com/misc/ohsb09-50034.pdf

In Re Wade Nursing Registry of Nashville, Inc.
      fdba Advanced Caregivers by Wade
   Bankr. M.D. Tenn. Case No. 09-00051
      Chapter 11 Petition filed January 5, 2009
         See http://bankrupt.com/misc/tnmb09-00051.pdf

In Re Hope Shelter, Inc.
   Bankr. S.D. Tex. Case No. 09-30128
      Chapter 11 Petition filed January 5, 2009
         Filed as Pro Se

In Re Hammond, Ayahlushim Getachew
   Bankr. C.D. Calif. Case No. 09-10077
      Chapter 11 Petition filed January 6, 2009
         Filed as Pro Se

In Re M.V. Partners, Inc.
   Bankr. S.D. Fla. Case No. 09-10125
      Chapter 11 Petition filed January 6, 2009
         See http://bankrupt.com/misc/flsb09-10125.pdf

In Re Mark's Paving, Inc.
   Bankr. E.D. Mich. Case No. 09-30030
      Chapter 11 Petition filed January 6, 2009
         See http://bankrupt.com/misc/mieb09-30030.pdf

In Re Thick's Trucking, L.L.C.
   Bankr. E.D. Mich. Case No. 09-30031
      Chapter 11 Petition filed January 6, 2009
         See http://bankrupt.com/misc/mieb09-30031.pdf

In Re Adams Como Lounge, Inc.
      dba Adam's Steak & Seafood Restaurant
   Bankr. W.D. N.Y. Case No. 09-10045
      Chapter 11 Petition filed January 6, 2009
         See http://bankrupt.com/misc/nywb09-10045.pdf

In Re Saigonique, Inc.
   Bankr. E.D. Va. Case No. 09-10079
      Chapter 11 Petition filed January 6, 2009
         See http://bankrupt.com/misc/vaeb09-10079.pdf

In Re Tazani, Shafi
   Bankr. S.D. Tex. Case No. 09-30185
      Chapter 11 Petition filed January 6, 2009
         See http://bankrupt.com/misc/txsb09-30185.pdf

In Re NCA Sports Group, Inc.
   Bankr. W.D. Ark. Case No. 09-70046
      Chapter 11 Petition filed January 7, 2009
         See http://bankrupt.com/misc/arwb09-70046.pdf

In Re Pegasus-Tracy Hills, LLC
   Bankr. N.D. Calif. Case No. 09-40067
      Chapter 11 Petition filed January 7, 2009
         Filed as Pro Se

In Re Phenomenas, Inc.
   Bankr. M.D. Fla. Case No. 09-00139
      Chapter 11 Petition filed January 7, 2009
         See http://bankrupt.com/misc/flmb09-00139.pdf

In Re Dunker, Deborah Sue
   Bankr. N.D. Ind. Case No. 09-40006
      Chapter 11 Petition filed January 7, 2009
         See http://bankrupt.com/misc/innb09-40006.pdf

In Re GLA (God's Little Angels) Daycare Inc.
   Bankr. D. Md. Case No. 09-10233
      Chapter 11 Petition filed January 7, 2009
         Filed as Pro Se

In Re Grassroots Custom Landscaping, Inc.
   Bankr. E.D. N.C. Case No. 09-00110
      Chapter 11 Petition filed January 7, 2009
         See http://bankrupt.com/misc/nceb09-00110.pdf

In Re Elements Stone, LLC
   Bankr. E.D. Pa. Case No. 09-10138
      Chapter 11 Petition filed January 7, 2009
         Filed as Pro Se

In Re Shadd Hanna's East, Inc.
   Bankr. W.D. Pa. Case No. 09-20088
      Chapter 11 Petition filed January 7, 2009
         See http://bankrupt.com/misc/pawb09-20088.pdf

In Re James J. Everett & Associates P.C.
   Bankr. D. Ariz. Case No. 09-00273
      Chapter 11 Petition filed January 8, 2009
         See http://bankrupt.com/misc/azb09-00273.pdf

In Re New England Pellett, LLC
   Bankr. D. Conn. Case No. 09-20030
      Chapter 11 Petition filed January 8, 2009
         See http://bankrupt.com/misc/cnb09-20030.pdf

In Re Goldstein, Lawrence
   Bankr. N.D. Ill. Case No. 09-70040
      Chapter 11 Petition filed January 8, 2009
         See http://bankrupt.com/misc/ilnb09-70040.pdf

In Re LG Motors, Inc.
   Bankr. N.D. Ill. Case No. 09-70041
      Chapter 11 Petition filed January 8, 2009
         See http://bankrupt.com/misc/ilnb09-70041.pdf

In Re Stella, Joseph N.
   Bankr. N.D. Ill. Case No. 09-00372
      Chapter 11 Petition filed January 8, 2009
         See http://bankrupt.com/misc/ilnb09-00372.pdf

In Re Straub Properties, LLC
   Bankr. E.D. Ky. Case No. 09-50029
      Chapter 11 Petition filed January 8, 2009
         See http://bankrupt.com/misc/kyeb09-50029.pdf

In Re Moore & Moore Trucking, L.L.C.
      dba JL Moore Construction
   Bankr. M.D. La. Case No. 09-10015
      Chapter 11 Petition filed January 8, 2009
         See http://bankrupt.com/misc/lamb09-10015.pdf

In Re Weiss Revocable Trust
   Bankr. M.D. Maine Case No. 09-10015
      Chapter 11 Petition filed January 8, 2009
         See http://bankrupt.com/misc/meb09-10015.pdf

In Re Neale, Morris Robert Jr.
   Bankr. D. Md. Case No. 09-10298
      Chapter 11 Petition filed January 8, 2009
         See http://bankrupt.com/misc/mdb09-10298.pdf

In Re Ariston Property Group, LLC
   Bankr. S.D. N.Y. Case No. 09-10117
      Chapter 11 Petition filed January 8, 2009
         Filed as Pro Se

In Re Evans-Namphy, LLC
   Bankr. S.D. Ala. Case No. 09-10082
      Chapter 11 Petition filed January 9, 2009
         Filed as Pro Se

In Re 6516 LLC
   Bankr. D. Ariz. Case No. 09-00370
      Chapter 11 Petition filed January 9, 2009
         See http://bankrupt.com/misc/azb09-00370.pdf

In Re Arbios Sytems, Inc.
      aka Arbios Technologies, Inc.
   Bankr. D. Del. Case No. 09-00139
      Chapter 11 Petition filed January 9, 2009
         See http://bankrupt.com/misc/deb09-10082.pdf

In Re N871DP, LLC
   Bankr. D. Del. Case No. 09-10066
      Chapter 11 Petition filed January 9, 2009
         See http://bankrupt.com/misc/deb09-10066.pdf

In Re B. Dub Partners Clearwater, LLC
      dba Buffalo Wild Wings
   Bankr. M.D. Fla. Case No. 09-00319
      Chapter 11 Petition filed January 9, 2009
         See http://bankrupt.com/misc/flmb09-00319.pdf

In Re Ray's Uptown Body Shop
   Bankr. M.D. Ga. Case No. 09-40024
      Chapter 11 Petition filed January 9, 2009
         See http://bankrupt.com/misc/gamb09-40024.pdf

In Re Hardin Tooling Services, Inc.
   Bankr. S.D. Ind. Case No. 09-00212
      Chapter 11 Petition filed January 9, 2009
         See http://bankrupt.com/misc/innb09-00212.pdf

In Re Trendway Plumbing, Inc.
   Bankr. D. Neb. Case No. 09-40044
      Chapter 11 Petition filed January 9, 2009
         See http://bankrupt.com/misc/neb09-40044.pdf

In Re Applied Wood Products, Inc.
   Bankr. D. N.J. Case No. 09-10483
      Chapter 11 Petition filed January 9, 2009
         See http://bankrupt.com/misc/njb09-10483.pdf

In Re Barrington Reinsurance Group, Ltd.
   Bankr. D. N.M. Case No. 09-10060
      Chapter 11 Petition filed January 9, 2009
         See http://bankrupt.com/misc/nmb09-10060.pdf

In Re River City Excavation, Inc.
   Bankr. D. Ore. Case No. 09-60062
      Chapter 11 Petition filed January 9, 2009
         See http://bankrupt.com/misc/orb09-60062.pdf

In Re Funches, Erma C.
      aka Tookes, Catherine
      aka Funches, Catharyn E.
      aka Tookes, Catharyn E.
   Bankr. E.D. Pa. Case No. 09-10185
      Chapter 11 Petition filed January 9, 2009
         Filed as Pro Se

In Re Lewis, Thomas
      aka Lewis, Thomas L.
      aks Lewis, Thomas Leon
   Bankr. W.D. Tenn. Case No. 09-10093
      Chapter 11 Petition filed January 9, 2009
         See http://bankrupt.com/misc/tnwb09-10093.pdf

In Re Greater Texas Title Co.
   Bankr. S.D. Tex. Case No. 09-30236
      Chapter 11 Petition filed January 9, 2009
         Filed as Pro Se

In Re Buck Mountain Land Properties, LLC
   Bankr. W.D. Va. Case No. 09-70042
      Chapter 11 Petition filed January 9, 2009
         See http://bankrupt.com/misc/vawb09-70042.pdf

In Re Charlotte Gerry D.M.D., P.A.
      dba Smile Designs at Agape Family Dentistry
      fdba Agape Family Dentistry
   Bankr. M.D. Fla. Case No. 09-00144
      Chapter 11 Petition filed January 10, 2009
         See http://bankrupt.com/misc/flmb09-00144.pdf

   In Re Smile Designs by Dr. Charlotte Gerry, P.A.
      Bankr. M.D. Fla. Case No. 09-00145
         Chapter 11 Petition filed January 10, 2009
            See http://bankrupt.com/misc/flmb09-00145.pdf

In Re Avdoor, Inc.
   Bankr. N.D. Tex. Case No. 09-30251
      Chapter 11 Petition filed January 10, 2009
         See http://bankrupt.com/misc/txnb09-30251.pdf

In Re Diaz, Heidi K.
      dba Kimkins
   Bankr. C.D. Calif. Case No. 09-10418
      Chapter 11 Petition filed January 12, 2009
         See http://bankrupt.com/misc/cacb09-10418.pdf

In Re Obando, Noe A.
      aka Obando Gomez, Noe A.
   Bankr. C.D. Calif. Case No. 09-10279
      Chapter 11 Petition filed January 12, 2009
         See http://bankrupt.com/misc/cacb09-10279.pdf

In Re Fetters, Peter Russell
      dba All American Roofing
      Fetters, Carol Rene
   Bankr. N.D. Calif. Case No. 09-10042
      Chapter 11 Petition filed January 12, 2009
         See http://bankrupt.com/misc/canb09-10042.pdf

In Re Surles, Robert Ballard Jr.
      mem Rock Ridge One, LLC
      mem Hillsborough Brook, LLC
      mem Sequoit, LLC
      mem Miners Village, LLC
      mem Agathos, LLC
   Bankr. D. Colo. Case No. 09-10400
      Chapter 11 Petition filed January 12, 2009
         See http://bankrupt.com/misc/cob09-10400.pdf

In Re Osley, Inc.
   Bankr. M.D. Fla. Case No. 09-00401
      Chapter 11 Petition filed January 12, 2009
         See http://bankrupt.com/misc/flmb09-00401.pdf

In Re Gideon's Gate, Inc.
   Bankr. S.D. Ind. Case No. 09-00266
      Chapter 11 Petition filed January 12, 2009
         See http://bankrupt.com/misc/insb09-00266.pdf

In Re W.L. Frazier Trucking, LLC
   Bankr. E.D. Mich. Case No. 09-20050
      Chapter 11 Petition filed January 12, 2009
         See http://bankrupt.com/misc/mieb09-20050.pdf

In Re APS Sheet Metal, LLC
   Bankr. W.D. Mich. Case No. 09-00196
      Chapter 11 Petition filed January 12, 2009
         See http://bankrupt.com/misc/miwb09-00196.pdf

In Re Coleman, Louise
   Bankr. D. Nev. Case No. 09-10352
      Chapter 11 Petition filed January 12, 2009
         See http://bankrupt.com/misc/nvb09-10352.pdf

In Re Rolando's Restaurant Group LLC
   Bankr. N.D. Ohio Case No. 09-60069
      Chapter 11 Petition filed January 12, 2009
         See http://bankrupt.com/misc/ohnb09-60069.pdf

In Re Tum 2, Inc.
      dba Tuneup Masters
   Bankr. N.D. Tex. Case No. 09-40254
      Chapter 11 Petition filed January 12, 2009
         See http://bankrupt.com/misc/txnb09-40254.pdf

In Re Yang, Thuytien K.
   Bankr. E.D. Va. Case No. 09-10184
      Chapter 11 Petition filed January 12, 2009
         See http://bankrupt.com/misc/vaeb09-10184.pdf

In Re Carousel Cargo Carrier Inc.
   Bankr. C.D. Calif. Case No. 09-10244
      Chapter 11 Petition filed January 13, 2009
         See http://bankrupt.com/misc/cacb09-10244.pdf

In Re Titanic's Enterprises
   Bankr. C.D. Calif. Case No. 09-10266
      Chapter 11 Petition filed January 13, 2009
         Filed as Pro Se

In Re Kipnes, Ramon Jay
      Kipnes, Karen Stephanie
      aka Karen Loss Kipnes
   Bankr. M.D. Fla. Case No. 09-00472
      Chapter 11 Petition filed January 13, 2009
         See http://bankrupt.com/misc/flmb09-00472.pdf

In Re Howell, George Bert, Jr.
      Howell, Betty Rountree Duffy
   Bankr. N.D. Fla. Case No. 09-50017
      Chapter 11 Petition filed January 13, 2009
         See http://bankrupt.com/misc/flnb09-50017.pdf

In Re A-Supreme Academy Inc.
   Bankr. N.D. Ga. Case No. 09-60973
      Chapter 11 Petition filed January 13, 2009
         Filed as Pro Se

In Re Sorenson, Jon T.
      Sorenson, Carol M.
   Bankr. E.D. Mich. Case No. 09-40778
      Chapter 11 Petition filed January 13, 2009
         See http://bankrupt.com/misc/mieb09-40778.pdf

In Re Doctors Weight Loss Center, Inc.
   Bankr. D. P.R. Case No. 09-00129
      Chapter 11 Petition filed January 13, 2009
         See http://bankrupt.com/misc/prb09-00129.pdf

In Re Chang, Chin Ho
   Bankr. M.D. Tenn. Case No. 09-00313
      Chapter 11 Petition filed January 13, 2009
         See http://bankrupt.com/misc/tnmb09-00313.pdf

In Re Southern Erosion Company Inc.
   Bankr. E.D. Tenn. Case No. 09-10182
      Chapter 11 Petition filed January 13, 2009
         See http://bankrupt.com/misc/tneb09-10182.pdf

In Re Henry, Kenneth Eugene Jr.
   Bankr. E.D. Va. Case No. 09-10224
      Chapter 11 Petition filed January 13, 2009
         Filed as Pro Se



                            *********

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 ***