TCR_Public/090126.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, January 26, 2009, Vol. 13, No. 25

                            Headlines


1ST CENTENNIAL: Calif. Bank Fails & FDIC Appointed as Receiver
3955 E: Case Summary & 11 Largest Unsecured Creditors
ADVANCED MICRO: Posts $1.42BB Net Loss in Fourth Quarter 2008
AFFIRMATIVE INSURANCE: S&P Downgrades Senior Rating to 'B3'
AMERICAN HEALTH: Court Denies Chapter 11 Protection to Firm

AMERICAN INT'L: Inks Credit Facility Trust Deal With FRBNY
AMERICAN INT'L: Cuts Termination of Supp. Incentive Savings Plan
AMERICAN INT'L: Maiden Lane Buys $16BB Multi-Sector CDOs
AMERICAN INT'L: Selling Asian Unit to Pay Down Debt
ARCHWAY COOKIES: Creditors Sue Catterton for Alleged Fraud

ATHEROGENICS INC: Shareholders Out of the Money
ATLAS SHIPPING: Voluntary Chapter 15 Case Summary
BANKER'S STORE: November 30 Balance Sheet Upside Down by $175,642
BELO CORP: Moody's Downgrades Corporate Family Rating to 'Ba2'
BIG PACIFIC: Case Summary & 20 Largest Unsecured Creditors

BLACK PRESS: S&P Downgrades Corporate Credit Rating to 'B'
BOTERO HOMES: Voluntary Chapter 11 Case Summary
CANTERBURY WOODS: Case Summary & 20 Largest Unsecured Creditors
CAPITAL ONE: Posts $46 Million Net Loss for 2008
CARLOS GUERRERO: Voluntary Chapter 11 Case Summary

CHARO COMMUNITY: Chapter 11 Filing Fends Off Sale by Treasurer
CHRYSLER LLC: Stops Efforts to Downsize Dealer Networks
CIFG ASSURANCE: Moody's Takes Rating Actions on Securities
CIT GROUP: Posts $139MM 4th Qtr. Loss From Continuing Operations
CIT GROUP: Fitch Downgrades Preferred Stock Rating to 'BB+'

CLEARWIRE COMMUNICATIONS: Moody's Assigns 'Caa1' Rating
CLEARWIRE CORP: S&P Assigns 'B-' Corporate Credit Rating
COMMUNICATIONS & POWER: S&P Affirms 'B+' Corporate Credit Rating
CONNIE GRAY: Case Summary & 20 Largest Unsecured Creditors
DEATH ROW: Wide Awake Entertainment Will Keep Company Logo

DIAMOND ALEXANDRIA: Case Summary & 20 Largest Unsecured Creditors
DIVITO PARK: Case Summary & 20 Largest Unsecured Creditors
DOUGLAS LEVINGS: Case Summary & 20 Largest Unsecured Creditors
DURA AUTOMOTIVE: Wants to Become Private Company
EL PASO: Moody's Affirms Ratings on $1.425 Mil. Bonds to 'Ba3'

ERIBERTO FERNANDEZ: Voluntary Chapter 11 Case Summary
EAUTOCLAIMS INC: October 31 Balance Sheet Upside Down by $954,636
EURWAY INC: Voluntary Chapter 11 Case Summary
FIFTH AVENUE: ABN AMRO to Hold Public Auction Sale of LKI Shares
FOAMEX LP: Missed Payment on $7.3MM in Loans Cue S&P's 'D' Rating

FOAMEX LP: Moody's Slashes Probability of Default Rating to 'D'
FORBES ENERGY: Moody's Checks 'B2' Ratings for Possible Downgrade
FREDDIE MAC: Gov't to Seek Up to $35BB in Funding From TARP
FREESCALE SEMICONDUCTOR: Lehman Did Not Honor Borrowing Request
GENERAL MOTORS: Stops Efforts to Downsize Dealer Networks

GOOCH'S POWER: Files for Chapter 11 Bankruptcy Protection
GSC HOLDINGS: Case Summary & 8 Largest Unsecured Creditors
HARTMARX CORP: Files Chapter 11, Secures $160MM in DIP Financing
HARTMARX CORP: Seeks Kurtzman Carson as Claims Agent
HARTMARX CORP: Wants Until April 7 to File Schedules & Statements

HARTMARX CORP: Case Summary & 30 Largest Unsecured Creditors
HEALTHMARKETS INC: Fitch Downgrades Issuer Default Rating to 'BB'
HEREFORD BIOFUELS: Files Chapter 11, Seeks Sec. 363 Asset Sale
HEREFORD BIOFUELS: Case Summary & 20 Largest Unsecured Creditors
HEXION SPECIALTY: Fulfills Payment Obligations with Huntsman

HEXION SPECIALTY: Inks Voting and Standstill Pact with Huntsman
HEXION SPECIALTY: Head of Coatings & Inks Unit to Leave Post
HUNTSMAN CORP: Reaches Deal Banning Hexion from Buying More Shares
HPG INTERNATIONAL: Seeks Kurtzman Carson as Notice & Claims Agent
HPG INTERNATIONAL: Wants Until March 24 to File Schedules

HPG INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors
HUNTSMAN CORP: Hexion Settles Obligation on Merger Claims
IPS CORPORATION: Moody's Downgrades Corp. Family Rating to 'B3'
JACKSON CORPORATION: Case Summary & 20 Largest Unsec. Creditors
JANCOR COS: Serious Materials Acquires Kensington Windows Assets

JC TRUCKING: Voluntary Chapter 11 Case Summary
JULIANN KABLOUTI: Case Summary & 20 Largest Unsecured Creditors
K & C FINANCE: Voluntary Chapter 11 Case Summary
KLAMATH FALLS: Fitch Downgrades Rating on $52.8MM Bonds to 'BB'
LAMAR ADVERTISING: Moody's Downgrades Rating on Weak Liquidity

LANDAMERICA FINANCIAL: Clients Won't Get Separate Representation
LEGEND HOMES: Will Sell Houses With Pacific Lifestyle
LEHMAN BROTHERS: Did Not Honor Freescale's Borrowing Request
LEO WATSON: Voluntary Chapter 11 Case Summary
LIGHTHOUSE HISTORIC: Don Longwell to File for Personal Bankruptcy

LYNARVEL WASHINGTON: Case Summary & 20 Largest Unsec. Creditors
LYONDELL CHEMICAL: Wilmington Trust Named to Creditors' Panel
MANDARINA ESTATES: Case Summary & Six Largest Unsecured Creditors
MPF CORP: Seeks August 15 Extension to File Chapter 11 Plan
MRS MOBILITY: Case Summary & 20 Largest Unsecured Creditors

NEW TOWNE: Involuntary Chapter 11 Case Summary
NEW YORK TIMES: Moody's Cuts Senior Unsecured Rating to 'Ba3'
NITRO PETROLEUM: Posts $202,807 Net Loss for Qrtr. Ended Oct. 31
NON-FERRROUS EXTRUSION: Voluntary Chapter 11 Case Summary
NOVA CHEMICALS: Fitch Places 'BB-' Rating on Negative Watch

NTX LAND: Voluntary Chapter 11 Case Summary
ORANGE COUNTY NURSERY: Case Summary & 20 Largest Unsec. Creditors
PACIFIC LIFESTYLE: Will Sell Houses With Legend Homes
PETTERS GROUP: Thomas Petters Hid Money, Receiver Says
PURADYN FILTER: September 30 Balance Sheet Upside-Down by $5.3MM

QIMONDA AG: Commences Insolvency Proceedings in Germany
RAE-LYNN ELIZABETH: Case Summary & Largest Unsecured Creditor
RANDY RAY: Voluntary Chapter 11 Case Summary
RAYMOR INDUSTRIES: SE Techno Commences Insolvency Proceedings
RICHARD CHEVROLET: Voluntary Chapter 11 Case Summary

RITE AID: Moody's Downgrades Corporate Family Ratings to 'Caa2'
RIVERFRONT COMMONS: Voluntary Chapter 11 Case Summary
ROSENBERG 59: Case Summary & 6 Largest Unsecured Creditors
RUBY FINANCE: Moody's Cuts Rating on EUR346.9 Mil. Notes to 'B1'
SACRED HEART: Decline in Volumes Cue Moody's Junk Ratings

SAINT VINCENT CATHOLIC: May Close 2 Hospitals; Needs Rescue Plan
SANDRA DIANNE: Case Summary & 8 Largest Unsecured Creditors
SAW CORE: Case Summary & 20 Largest Unsecured Creditors
SCOTTISH RE: Business Sale Won't Affect S&P's 'CC' Rating
SCOTTISH RE: Moody's Downgrades Insurance Strength Rating to 'B1'

SHANDONG ZHOUYUAN: Appoints Yiquen Liu as Chief Financial Officer
SHANDONG ZHOUYUAN: Inks Stock Transfer Agreements with Director
SHAW COMMUNICATIONS: Moody's Reviews 'Ba1' Rating for Likely Cuts
SMURFIT-STONE CONTAINER: S&P Junks Ratings on Sr. Sec. Debt
SOUTH STREET MATERIALS: Voluntary Chapter 11 Case Summary

SOUTHWEST MEDICAL: Voluntary Chapter 11 Case Summary
STACIE HUNT-PANDO: Case Summary & 4 Largest Unsecured Creditors
STAR TRIBUNE: Seeks Curtis Mallet-Prevost as Conflicts Counsel
STAR TRIBUNE: Seeks Blackstone Advisory as Financial Advisor
STAR TRIBUNE: Seeks Jones Day as Special Labor Counsel

STRUCTURAL INVESTMENTS: Case Summary & 7 Largest Unsec. Creditors
TARRAGON CORP: Court Approves Notice Procedures on Transfers
THOMAS HOLDINGS: Case Summary & 3 Largest Unsecured Creditors
TIFFANY COLLECTIONS: Case Summary & 20 Largest Unsec. Creditors
TOM JONES: Case Summary & 20 Largest Unsecured Creditors

TREY RESOURCES: September 30 Balance Sheet Upside-Down by $5.6MM
TRIBUNE CO: Deregisters; No Longer Required to File Reports
TUITION PROGRAM: Case Summary & 15 Largest Unsecured Creditors
UNITED ARBORISTS: Case Summary & 15 Largest Unsecured Creditors
US ENERGY BIOGAS: Case Summary & 20 Largest Unsecured Creditors

USA SPRINGS: Trustee Seeks Dismissal of Chapter 11 Case
VALHI INC: Fitch Downgrades Issuer Default Rating to 'B-'
VERENIUM CORP: Inks Compensation & Employment Pact With CFO
WINONA MEMORIAL: Indianapolis Gets Building; No Competing Bids
WORTHY CONSTRUCTION: Case Summary & 2 Largest Unsecured Creditors

* Auto Parts Suppliers May Need Bailout Fund to Avert Bankruptcy

* BOND PRICING: For the Week of Jan. 19 - Jan. 23, 2009


                            *********

1ST CENTENNIAL: Calif. Bank Fails & FDIC Appointed as Receiver
--------------------------------------------------------------
1st Centennial Bank, based in Redlands, California, was closed on
Fri., Jan. 23, 2009, by the California Department of Financial
Institutions, which then appointed the Federal Deposit Insurance
Corporation (FDIC) as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with First
California Bank, in Westlake Village, California, to assume the
insured deposits of 1st Centennial.

The six branches of 1st Centennial will reopen on Mon., Jan. 26,
2009, as branches of First California Bank.  Depositors of the
failed bank will automatically become depositors of First
California.  Deposits will continue to be insured by the FDIC, so
there is no need for customers to change their banking
relationship to retain their deposit insurance coverage.

As of January 9, 2009, 1st Centennial had total assets of $803.3
million and total deposits of $676.9 million, of which there were
approximately $12.8 million that exceeded the insurance limits.
This amount is an estimate that is likely to change once the FDIC
obtains additional information from these customers.

1st Centennial also had approximately $362 million in brokered
deposits that are not part of today's transaction.  The FDIC will
pay the brokers for the amount of their insured funds.  Customers
who have placed money with these brokers should contact them
directly for more information.

First California agreed to assume the insured deposits for a 5.29%
premium.  It will also purchase approximately $293 million of the
failed bank's assets.  The assets are comprised mainly of cash,
cash equivalents and marketable securities.  The FDIC will retain
the remaining assets for later disposition.

The cost to the FDIC's Deposit Insurance Fund is estimated to be
$227 million.  1st Centennial is the third bank to fail this year,
and the first in California since Downey Savings and Loan, F.A.,
in Newport Beach, was closed on November 21, 2008.


3955 E: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: 3955 E Charleston Blvd, LLC
        200 Wrenn Drive
        Cary, NC 27511

Bankruptcy Case No.: 09-10027

Type of Business: The company is a Single Asset Real Estate
                  Debtor.

Chapter 11 Petition Date: January 5, 2009

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

Judge: Kevin Gross

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

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

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/deb09-10027.pdf

The petition was signed by Ernest Suber, Sr., Sole Member of the
company.


ADVANCED MICRO: Posts $1.42BB Net Loss in Fourth Quarter 2008
-------------------------------------------------------------
Advanced Micro Devices, Inc., reported fourth quarter 2008 revenue
from continuing operations of $1.162 billion.  Fourth quarter 2008
revenue decreased 35% compared to the third quarter of 2008 and
33% compared to the fourth quarter of 2007.  Fourth quarter 2008
revenue was down 28% sequentially, excluding third quarter 2008
process technology license revenue of $191 million.

In the fourth quarter of 2008, AMD reported a net loss of
$1.424 billion or $2.34 per share.  For continuing operations,
fourth quarter 2008 loss was $1.414 billion, or $2.32 per share,
and the operating loss was $1.274 billion.  The results for
continuing operations include an unfavorable impact of
$996 million, or $1.64 per share.  Loss from discontinued
operations was $10 million, or $0.02 a share.

For the year ended December 27, 2008, AMD achieved revenue of
$5.808 billion.  Fiscal 2008 net loss was $3.098 billion.  AMD
reported revenue of $5.858 billion and a net loss of
$3.379 billion for fiscal 2007.

In the third quarter of 2008, AMD had revenue from continuing
operations of $1.797 billion, including process technology license
revenue of $191 million, a net loss of $127 million, income from
continuing operations of $23 million and operating income of $122
million.  In the fourth quarter of 2007, AMD had revenue from
continuing operations of $1.737 billion, a net loss of $1.772
billion, a loss from continuing operations of $1.298 billion and
an operating loss of $1.187 billion.

"Although industry visibility is poor, our priorities remain clear
and achievable," said Dirk Meyer, AMD's president and CEO.  "We
remain focused on further reducing our breakeven point through
targeted restructuring actions while ensuring we execute our
highly-competitive product and technology roadmaps.  We made
significant progress toward the creation of 'The Foundry Company'
in the quarter, and anticipate closing the transaction in
February.  We expect our ongoing restructuring actions and asset
smart strategy, combined with the strength of our innovative
product offerings, will leave us well positioned for a global
market recovery."

Fourth quarter 2008 gross margin was 23%, including a negative
impact of 20 percentage points due to a $227 million incremental
write down of inventory due to weak market conditions.  Third
quarter 2008 gross margin was 51%, 45% excluding process
technology license revenue.

AMD's outlook statements are based on current expectations of its
continuing operations.

In light of the current macroeconomic conditions, very limited
visibility and continued corrections in the supply chain, AMD
expects first quarter 2009 revenue to decrease from the fourth
quarter 2008.

Additional Highlights

The formation of 'The Foundry Company' remains on track to close
in February.  AMD and the Advanced Technology Investment Company
(ATIC) obtained clearance from the Committee on Foreign Investment
in the United States (CFIUS) regarding the creation of "The
Foundry Company".  In addition, the Empire State Development
Corporation and the New York Public Authorities Control Board
approved the transfer of development incentives from AMD to "The
Foundry Company."

AMD announced the widespread availability and broad OEM, ISV,
channel and system builder support for its 45nm Quad-Core AMD
Opteron(TM) processor.  HP, Dell, IBM and Sun Microsystems
introduced more than a dozen new systems designed to take
advantage of the new Quad-Core AMD Opteron(TM) processor's
superior virtualization performance, energy-efficiency and
platform stability.  Additionally, Microsoft(R) selected the new
AMD processor for its Windows(R) Azure(TM) cloud computing
service.

Quad-Core AMD Opteron processor-based servers captured the top
VMmark virtualization performance scores for 2-, 4- and 8-socket
servers while two-socket servers based on the new processor have
achieved the four highest SPECweb2005 scores.  SPECweb2005 is a
leading performance indicator for Web 2.0 and Cloud Computing
environments.

AMD Opteron processors now help drive seven of the Top 10
supercomputer systems in the world, including "Jaguar," the first
ever wholly x86-based supercomputer to achieve the petaflop
performance milestone.

AMD announced the availability of the AMD platform for ultrathin
notebooks, codenamed "Yukon", based on the new AMD Athlon(TM) Neo
processor, ATI Radeon(TM) X1250 integrated graphics and optional
ATI Mobility Radeon(TM) HD 3410 discrete graphics. The first
product offering based on the Yukon platform will be the HP
Pavilion dv2 Entertainment Notebook PC, which was named "Best
Notebook of CES" by Laptop magazine and is expected to be
available in April.

AMD launched the "Dragon" platform for desktop PCs, featuring the
new AMD Phenom(TM) II X4 processor. HP, Dell and Alienware plan to
offer desktop systems based on the Dragon platform in the first
quarter.

AMD continued to strengthen its leading-edge mobile graphics
portfolio, with the introduction of the ATI Mobility Radeon 4000,
the world's first TeraFLOPS class visual compute power in a
notebook.  Asus, MSI and Toshiba all introduced new ATI Mobility
Radeon 4000-powered laptops.

Additionally, Alienware and OCZ both released notebooks utilizing
AMD's CrossfireX(TM)dual-GPU configurations based on the ATI
Radeon HD 3800 series.

AMD expanded ATI Radeon(TM) HD 4800 series with the launch of the
ATI Radeon HD 4830, which delivers exceptional game performance
and is designed for an expanded PC gaming market segment.

AMD announced plans to create, in partnership with OTOY, the "AMD
Fusion Render Cloud", a petaFLOPS-class supercomputer designed to
process and electronically distribute HD video and gaming content
to thin clients and handheld devices via HTML browsers when
completed in the second half of 2009.

As part of the company's strategy to focus on x86 computing and
graphics technologies, AMD completed the sale of its Digital TV
(DTV) processor business to Broadcom Corporation for
$141.5 million in cash and the sale of technology assets,
intellectual property and resources that formed the basis of its
Handheld business to Qualcomm for $65 million in cash.

                       About Advanced Micro

Headquartered in Sunnyvale, California, Advanced Micro Devices
Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative
processing solutions in the computing, graphics and consumer
electronics markets.

At June 28, 2008, the company's consolidated balance sheet showed
$9.8 billion in total assets, $8.1 billion in total liabilities,
$189 million in minority interest in consolidated subsidiaries,
and $1.5 billion in total stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 12, 2008,
Fitch has affirmed these ratings on Advanced Micro Devices Inc.:
Issuer Default Rating at 'B-'; Senior unsecured debt at 'CCC/RR6'
and Rating Outlook at Negative.


AFFIRMATIVE INSURANCE: S&P Downgrades Senior Rating to 'B3'
-----------------------------------------------------------
Moody's Investors Service announced that it lowered the senior
secured and long-term issuer ratings of Affirmative Insurance
Holdings, Inc. to B3 from B1.  In the same action, Moody's lowered
the insurance financial strength ratings of Affirmative Insurance
Company and Insura Property and Casualty Insurance Company to Ba2
from Ba1.  The outlook on the ratings is negative.

The downgrade of the senior debt and issuer ratings concludes a
ratings review that was initiated on October 23, 2008, and
reflects the company's constrained financial flexibility,
diminished cash flows available for debt service, and the
heightened potential to breach covenants within its bank credit
agreement.

Expanding on its rationale, Moody's expects that the company's
business profile as a producer and writer of non-standard
automobile business marketed to low-income customers will continue
to be adversely impacted by recessionary economic conditions,
negatively impacting earnings and cash flows of the company's
regulated and non-regulated insurance operations.  In addition,
the company's regulated insurance operations are in a negative
unassigned surplus position and are not able to dividend funds to
the parent without regulatory approval.

Affirmative's Ba2 insurance financial strength ratings reflect the
company's moderate market share of the non-standard personal auto
market, its conservative investment portfolio, and meaningful
investments to improve its technology systems.  These strengths
are offset by the company's limited operating history, weak
profitability, adequate risk adjusted capital position, and
operational and execution risk associated with its acquisition
strategy.

The outlook on the ratings is negative reflecting Moody's
expectation that the broader economic turmoil could further strain
the company's business prospects, its capital adequacy and
financial flexibility including its ability to service its debt.

Moody's notes that Affirmative's financial covenants become more
stringent in the first quarter of 2009, and given the broader
economic turmoil, could strain financial performance relative to
certain covenants in 2009.  Moody's will continue to focus on cash
flow available to the holding company to support its debt
obligations and prospective profitability given Affirmative's
sizeable goodwill balance.

These ratings were downgraded and assigned a negative outlook:

  * Affirmative Insurance Holdings, Inc. -- senior secured bank
    credit facility to B3 from B1; long-term issuer rating to B3
    from B1.

  * Affirmative Insurance Company -- insurance financial strength
    to Ba2 from Ba1;

  * Insura Property & Casualty Insurance Company -- insurance
    financial strength to Ba2 from Ba1.

Affirmative, based in Addison, Texas, is a producer and provider
of non-standard personal automobile insurance to consumers in
highly targeted geographic markets.  The company offers products
in 13 states, including Texas, Illinois, California, and Florida.
For the first nine months of 2008, Affirmative reported total
revenues of $348 million and net income of $0.35 million. As of
September 30, 2008, shareholders' equity was $209 million.

The last rating action occurred on October 23, 2008 when Moody's
placed Affirmative's debt ratings on review for downgrade, and
affirmed its IFS ratings with a negative outlook.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.


AMERICAN HEALTH: Court Denies Chapter 11 Protection to Firm
-----------------------------------------------------------
Reggie Ponder at DailyAdvance.com reports that the Hon. J. Rich
Leonard of the U.S. Bankruptcy Court for the Eastern District of
North Carolina has rejected American Health and Human Services,
Inc.'s petition for Chapter 11 bankruptcy protection due to "gross
mismanagement" of the company.

DailyAdvance.com relates that Judge Leonard said that AHHS CEO
Andrea Simpson had described himself in his testimony as a
"terrible financial manager."  According to court documents, Judge
Leonard said that the Court "cannot allow a plan to be confirmed
in the face of such gross mismanagement."

Court documents say that during the case, AHHS started operating
again on a smaller scale, with 17 workers and 45 to 50 customers.
According to court documents, AHHS plans to rebuild the business
as a basis for repaying its secured debt.

DailyAdvance.com states that Judge Leonard rejected the request by
AHHS to extend its secured debt to 30-year repayment at 7%
interest, saying that it was inconsistent with "current market
treatment for loans of this nature."  Judge Leonard ruled that
evidence from AHHS for the feasibility of its repayment plan was
insufficient, since "income currently received does not support
the future projections," DailyAdvance.com says.  Citing Judge
Leonard, DailyAdvance.com relates that AHHS "completely ignored
the basic financial requirements for operating in a Chapter 11,"
and that the reports are "nonsensical" since "the debtor's
principal has no understanding of what constitutes an account
receivable."

According to DailyAdvance.com, AHHS established three debtor-in-
possession accounts intended to serve the business as it continued
operating under Chapter 11 protection at the start of the case.

"None of the thousands of dollars of rental income received during
the case has ever been deposited into the DIP account,"
DailyAdvance.com quoted Judge Leonard as saying.

DailyAdvance.com reports that Judge Leonard said that there was
"no way to verify" Mr. Simpson's testimony that he had converted
rental income into cashier's checks to cover the company's
expenses.  AHHS set up a tax account that "has apparently never
been utilized for its intended purpose," the report states, citing
Judge Leonard.

American Health and Human Services, Inc., is an Elizabeth City-
based mental health provider.  It filed for Chapter 11 bankruptcy
protection on May 8, 2008 (Bankr. E.D. N.C. Case No. 08-03135).


AMERICAN INT'L: Inks Credit Facility Trust Deal With FRBNY
----------------------------------------------------------
American International Group, Inc., entered into an Undertaking to
Advance and Reimburse Expenses in favor of the AIG Credit Facility
Trust and the Federal Reserve Bank of New York.  Under the
Undertaking, AIG is obligated to advance monies to the Trust to
cover Trust expenses and to reimburse the FRBNY for payments the
FRBNY is required to make in the event the Trust cannot
immediately make indemnification payments to the trustees.

AIG is entitled to be reimbursed for these advances and
reimbursements in the manner set forth in Section 2.06 of the AIG
Credit Facility Trust Agreement, dated as of Jan. 16, 2009, among
the FRBNY and Jill M. Considine, Chester B. Feldberg and Douglas
L. Foshee, as Trustees.

A full-text copy of the AIG CREDIT FACILITY TRUST AGREEMENT is
available for free at http://ResearchArchives.com/t/s?3899

Based in New York, American International Group, Inc. (AIG) is the
leading international insurance organization with operation in
more than 130 countries and jurisdictions.  AIG companies serve
commercial, institutional and individual customers through the
most extensive worldwide property-casualty and life insurance
networks of any insurer.  In addition, AIG companies are leading
providers of retirement services, financial services and asset
management around the world.  AIG's common stock is listed on the
New York Stock Exchange, as well as the stock exchanges in Ireland
and Tokyo.

During the third quarter of 2008, requirements to post collateral
in connection with AIG Financial Products Corp.'s credit default
swap portfolio and other AIGFP transactions and to fund returns of
securities lending collateral placed stress on AIG's liquidity.
AIG's stock price declined from $22.76 on Sept. 8, 2008, to $4.76
on Sept. 15, 2008.  On that date, AIG's long-term debt ratings
were downgraded by Standard & Poor's, a division of The McGraw-
Hill Companies, Inc., Moody's Investors Service and Fitch Ratings,
which triggered additional requirements for liquidity.  These and
other events severely limited AIG's access to debt and equity
markets.

On Sept. 22, 2008, AIG entered into an $85 billion revolving
credit agreement with the Federal Reserve Bank of New York and,
pursuant to the Fed Credit Agreement, AIG agreed to issue 100,000
shares of Series C Perpetual, Convertible, Participating Preferred
Stock to a trust for the benefit of the United States Treasury.
At Sept. 30, 2008, amounts owed under the facility created
pursuant to the Fed Credit Agreement totaled $63 billion,
including accrued fees and interest.

Since Sept. 30, AIG has borrowed additional amounts under the
Fed Facility and has announced plans to sell assets and businesses
to repay amounts owed in connection with the Fed Credit Agreement.
In addition, subsequent to Sept. 30, 2008, certain of AIG's
domestic life insurance subsidiaries entered into an agreement
with the NY Fed pursuant to which the NY Fed has borrowed, in
return for cash collateral, investment grade fixed maturity
securities from the insurance subsidiaries.

On Nov. 10, 2008, the U.S. Treasury agreed to purchase, through
its Troubled Asset Relief Program, $40 billion of newly issued AIG
perpetual preferred shares and warrants to purchase a number of
shares of common stock of AIG equal to 2% of the issued and
outstanding shares as of the purchase date.  All of the proceeds
will be used to pay down a portion of the Federal Reserve Bank of
New York credit facility.  The perpetual preferred shares will
carry a 10% coupon with cumulative dividends.

AIG and the Fed also agreed to revise the existing FRBNY credit
facility.  The loan terms were extended from two to five years to
give AIG time to complete its planned asset sales in an orderly
manner.  The equity interest that taxpayers will hold in AIG,
coupled with the warrants, will total 79.9%.

At Sept. 30, 2008, AIG had $1.022 trillion in total consolidated
assets and $950.9 billion in total debts.  Shareholders' equity
was $71.18 billion, including the addition of $23 billion of
consideration received for preferred stock not yet issued.


AMERICAN INT'L: Cuts Termination of Supp. Incentive Savings Plan
----------------------------------------------------------------
American International Group, Inc., limited the scheduled
termination of the AIG Supplemental Incentive Savings Plan, the
AIG Executive Deferred Compensation Plan, the SunAmerica Executive
Savings Plan and 11 other legacy elective deferred compensation
plans of AIG subsidiaries that AIG assumed in connection with
acquisitions.

On Nov. 18, 2008, the company disclosed that all deferred account
balances under these 14 plans were scheduled to be paid no later
than April 1, 2009.  On Dec. 31, 2008, AIG determined instead to
distribute account balances only to current agents and employees,
excluding former employees and agents, and to exclude current
executive officers from such distributions.

As of Nov. 12, 2008, all participants in AIG's Senior Partners
Plan together held an aggregate of approximately $6.0 million in
account balances in these plans, including approximately
$3.0 million held by executive officers. As of Nov. 12, 2008, all
participants expected to receive distributions from the foregoing
plans as a result of AIG's recent actions together held an
aggregate of approximately $273.5 million in account balances in
these plans.

No deferrals will be made under these plans after Dec. 31, 2008,
but participants' accounts will remain invested and continue to
accrue earnings until the date the account balances are
distributed.  For those participants that remain in the plans
after April 1, 2009, the plans will otherwise continue in
accordance with their terms, including with respect to otherwise
scheduled, required and/or permitted distributions.

                          About AIG

Based in New York, American International Group, Inc. (AIG) is the
leading international insurance organization with operation in
more than 130 countries and jurisdictions.  AIG companies serve
commercial, institutional and individual customers through the
most extensive worldwide property-casualty and life insurance
networks of any insurer.  In addition, AIG companies are leading
providers of retirement services, financial services and asset
management around the world.  AIG's common stock is listed on the
New York Stock Exchange, as well as the stock exchanges in Ireland
and Tokyo.

During the third quarter of 2008, requirements to post collateral
in connection with AIG Financial Products Corp.'s credit default
swap portfolio and other AIGFP transactions and to fund returns of
securities lending collateral placed stress on AIG's liquidity.
AIG's stock price declined from $22.76 on Sept. 8, 2008, to $4.76
on Sept. 15, 2008.  On that date, AIG's long-term debt ratings
were downgraded by Standard & Poor's, a division of The McGraw-
Hill Companies, Inc., Moody's Investors Service and Fitch Ratings,
which triggered additional requirements for liquidity.  These and
other events severely limited AIG's access to debt and equity
markets.

On Sept. 22, 2008, AIG entered into an $85 billion revolving
credit agreement with the Federal Reserve Bank of New York and,
pursuant to the Fed Credit Agreement, AIG agreed to issue 100,000
shares of Series C Perpetual, Convertible, Participating Preferred
Stock to a trust for the benefit of the United States Treasury.
At Sept. 30, 2008, amounts owed under the facility created
pursuant to the Fed Credit Agreement totaled $63 billion,
including accrued fees and interest.

Since Sept. 30, AIG has borrowed additional amounts under the
Fed Facility and has announced plans to sell assets and businesses
to repay amounts owed in connection with the Fed Credit Agreement.
In addition, subsequent to Sept. 30, 2008, certain of AIG's
domestic life insurance subsidiaries entered into an agreement
with the NY Fed pursuant to which the NY Fed has borrowed, in
return for cash collateral, investment grade fixed maturity
securities from the insurance subsidiaries.

On Nov. 10, 2008, the U.S. Treasury agreed to purchase, through
its Troubled Asset Relief Program, $40 billion of newly issued AIG
perpetual preferred shares and warrants to purchase a number of
shares of common stock of AIG equal to 2% of the issued and
outstanding shares as of the purchase date.  All of the proceeds
will be used to pay down a portion of the Federal Reserve Bank of
New York credit facility.  The perpetual preferred shares will
carry a 10% coupon with cumulative dividends.

AIG and the Fed also agreed to revise the existing FRBNY credit
facility.  The loan terms were extended from two to five years to
give AIG time to complete its planned asset sales in an orderly
manner.  The equity interest that taxpayers will hold in AIG,
coupled with the warrants, will total 79.9%.

At Sept. 30, 2008, AIG had $1.022 trillion in total consolidated
assets and $950.9 billion in total debts.  Shareholders' equity
was $71.18 billion, including the addition of $23 billion of
consideration received for preferred stock not yet issued.


AMERICAN INT'L: Maiden Lane Buys $16BB Multi-Sector CDOs
--------------------------------------------------------
AIG Financial Products Corp. disclosed in a regulatory filing that
on Dec. 18, 2008, and Dec. 22, 2008, Maiden Lane III LLC purchased
$16 billion in par amount of additional multi-sector
collateralized debt obligations, including approximately
$8.5 billion of Multi-Sector CDOs underlying 2a-7 Puts written by
AIGFP.

AIGFP, the Federal Reserve Bank of New York and ML III have
entered into agreements with AIGFP counterparties to terminate
credit default swaps and other similar instruments written by
AIGFP and to have ML III acquire the related Multi-Sector CDOs.

The purchase of these Multi-Sector CDOs was funded with a net
payment to counterparties of approximately $6.7 billion and the
surrender by AIGFP of approximately $9.2 billion in collateral
previously posted by AIGFP to CDS counterparties in respect of the
terminated CDS.

The Shortfall Agreement between ML III and AIGFP, dated as of
Nov. 25, 2008, has been amended as of Dec. 18, 2008, to include
approximately $9.4 billion of additional Multi-Sector CDO
exposure, which includes a portion of the approximately
$11.2 billion of exposure to Multi-Sector CDOs as to which AIGFP,
ML III and the NY Fed had not executed agreements as of Nov. 25,
2008, and for which AIG and the NY Fed had been working to
structure the termination of the related CDS and the purchase by
ML III of the related Multi-Sector CDOs.  In accordance with the
terms of the Shortfall Agreement, AIGFP received payments
aggregating approximately $2.5 billion from ML III in connection
with the November and December ML III purchases of Multi-Sector
CDOs.

AIGFP remains exposed to approximately $2.6 billion in physically-
settled CDS and approximately $9.7 billion notional amount of
"cash-settled" or "pay-as-you-go" CDS in respect of protected
baskets of reference credits, which may also include single name
CDS in addition to securities and loans.  AIGFP continues to
analyze possible means of eliminating its exposure to these CDS.
Until these exposures are eliminated, AIGFP will continue to bear
market risk and the risk of adverse changes in collateral posting
requirements relating to these CDS and could incur additional
unrealized valuation losses related to these CDS.

A full-text copy of the AMENDMENT NO. 1 TO SHORTFALL AGREEMENT is
available for free at http://ResearchArchives.com/t/s?3889

                          About AIG

Based in New York, American International Group, Inc. (AIG) is the
leading international insurance organization with operation in
more than 130 countries and jurisdictions.  AIG companies serve
commercial, institutional and individual customers through the
most extensive worldwide property-casualty and life insurance
networks of any insurer.  In addition, AIG companies are leading
providers of retirement services, financial services and asset
management around the world.  AIG's common stock is listed on the
New York Stock Exchange, as well as the stock exchanges in Ireland
and Tokyo.

During the third quarter of 2008, requirements to post collateral
in connection with AIG Financial Products Corp.'s credit default
swap portfolio and other AIGFP transactions and to fund returns of
securities lending collateral placed stress on AIG's liquidity.
AIG's stock price declined from $22.76 on Sept. 8, 2008, to $4.76
on Sept. 15, 2008.  On that date, AIG's long-term debt ratings
were downgraded by Standard & Poor's, a division of The McGraw-
Hill Companies, Inc., Moody's Investors Service and Fitch Ratings,
which triggered additional requirements for liquidity.  These and
other events severely limited AIG's access to debt and equity
markets.

On Sept. 22, 2008, AIG entered into an $85 billion revolving
credit agreement with the Federal Reserve Bank of New York and,
pursuant to the Fed Credit Agreement, AIG agreed to issue 100,000
shares of Series C Perpetual, Convertible, Participating Preferred
Stock to a trust for the benefit of the United States Treasury.
At Sept. 30, 2008, amounts owed under the facility created
pursuant to the Fed Credit Agreement totaled $63 billion,
including accrued fees and interest.

Since Sept. 30, AIG has borrowed additional amounts under the
Fed Facility and has announced plans to sell assets and businesses
to repay amounts owed in connection with the Fed Credit Agreement.
In addition, subsequent to Sept. 30, 2008, certain of AIG's
domestic life insurance subsidiaries entered into an agreement
with the NY Fed pursuant to which the NY Fed has borrowed, in
return for cash collateral, investment grade fixed maturity
securities from the insurance subsidiaries.

On Nov. 10, 2008, the U.S. Treasury agreed to purchase, through
its Troubled Asset Relief Program, $40 billion of newly issued AIG
perpetual preferred shares and warrants to purchase a number of
shares of common stock of AIG equal to 2% of the issued and
outstanding shares as of the purchase date.  All of the proceeds
will be used to pay down a portion of the Federal Reserve Bank of
New York credit facility.  The perpetual preferred shares will
carry a 10% coupon with cumulative dividends.

AIG and the Fed also agreed to revise the existing FRBNY credit
facility.  The loan terms were extended from two to five years to
give AIG time to complete its planned asset sales in an orderly
manner.  The equity interest that taxpayers will hold in AIG,
coupled with the warrants, will total 79.9%.

At Sept. 30, 2008, AIG had $1.022 trillion in total consolidated
assets and $950.9 billion in total debts.  Shareholders' equity
was $71.18 billion, including the addition of $23 billion of
consideration received for preferred stock not yet issued.


AMERICAN INT'L: Selling Asian Unit to Pay Down Debt
---------------------------------------------------
American International Group Inc. has started the sale process of
its Asian life assurance unit, American International Assurance
Co. (AIA), by sending sales memorandum with limited information to
a group of selected potential bidders, The Financial Times reports
citing people close to the situation.

AIA last year made an aggregate operating profit of about
US$2 billion, according to the newspaper.

AIG, the FT relates, expects to raise up to US$20 billion from the
sale to help repay the US$60 billion loan it received from the
U.S. government to keep it afloat.

According to the report, prospective bidders include: China Life;
HSBC; Prudential as well as Prudential Financial of the US.
ManuLife Financial and Allianz of Germany have also requested
information, the FT notes.

Citing people close to the situation, the report discloses AIG had
asked interested parties to bid for 49 per cent of AIA, but said
it would be willing to look at offers for all of the unit.  First-
round bids are due towards the end of next month, the report says.

                         About AIG

Based in New York, American International Group, Inc. (AIG) is the
leading international insurance organization with operation in
more than 130 countries and jurisdictions.  AIG companies serve
commercial, institutional and individual customers through the
most extensive worldwide property-casualty and life insurance
networks of any insurer.  In addition, AIG companies are leading
providers of retirement services, financial services and asset
management around the world.  AIG's common stock is listed on the
New York Stock Exchange, as well as the stock exchanges in Ireland
and Tokyo.

During the third quarter of 2008, requirements to post collateral
in connection with AIG Financial Products Corp.'s credit default
swap portfolio and other AIGFP transactions and to fund returns of
securities lending collateral placed stress on AIG's liquidity.
AIG's stock price declined from $22.76 on Sept. 8, 2008, to $4.76
on Sept. 15, 2008.  On that date, AIG's long-term debt ratings
were downgraded by Standard & Poor's, a division of The McGraw-
Hill Companies, Inc., Moody's Investors Service and Fitch Ratings,
which triggered additional requirements for liquidity.  These and
other events severely limited AIG's access to debt and equity
markets.

On Sept. 22, 2008, AIG entered into an $85 billion revolving
credit agreement with the Federal Reserve Bank of New York and,
pursuant to the Fed Credit Agreement, AIG agreed to issue 100,000
shares of Series C Perpetual, Convertible, Participating Preferred
Stock to a trust for the benefit of the United States Treasury.
At Sept. 30, 2008, amounts owed under the facility created
pursuant to the Fed Credit Agreement totaled $63 billion,
including accrued fees and interest.

Since Sept. 30, AIG has borrowed additional amounts under the
Fed Facility and has announced plans to sell assets and businesses
to repay amounts owed in connection with the Fed Credit Agreement.
In addition, subsequent to Sept. 30, 2008, certain of AIG's
domestic life insurance subsidiaries entered into an agreement
with the NY Fed pursuant to which the NY Fed has borrowed, in
return for cash collateral, investment grade fixed maturity
securities from the insurance subsidiaries.

On Nov. 10, 2008, the U.S. Treasury agreed to purchase, through
its Troubled Asset Relief Program, $40 billion of newly issued AIG
perpetual preferred shares and warrants to purchase a number of
shares of common stock of AIG equal to 2% of the issued and
outstanding shares as of the purchase date.  All of the proceeds
will be used to pay down a portion of the Federal Reserve Bank of
New York credit facility.  The perpetual preferred shares will
carry a 10% coupon with cumulative dividends.

AIG and the Fed also agreed to revise the existing FRBNY credit
facility.  The loan terms were extended from two to five years to
give AIG time to complete its planned asset sales in an orderly
manner.  The equity interest that taxpayers will hold in AIG,
coupled with the warrants, will total 79.9%.

At Sept. 30, 2008, AIG had $1.022 trillion in total consolidated
assets and $950.9 billion in total debts.  Shareholders' equity
was $71.18 billion, including the addition of $23 billion of
consideration received for preferred stock not yet issued.


ARCHWAY COOKIES: Creditors Sue Catterton for Alleged Fraud
----------------------------------------------------------
Peter Lattman and Ianthe Jeanne Dugan at The Wall Street Journal
report that creditors of Archway Cookies, LLC, and Mother's Cake
and Cookie have filed a lawsuit in the U.S. Bankruptcy Court for
the District of Delaware against Catterton Partners for allegedly
participating in an accounting fraud at Archway Cookies.

According to WSJ, the creditors accused Catterton of turning "a
blind eye to a widespread accounting fraud at Archway that was
neither particularly sophisticated or ingenious."  Citing the
creditors, WSJ relates that Archway executives created phony sales
and inflated inventory.  The report states that those "financial
maneuvers" let Archway increase the amount of credit available
under its lending facility with Wachovia Corp.

WSJ quoted a Catterton representative as saying, "Having been
denied by the Court on January 9 in their efforts to block the
conversion to Chapter 7, the creditors' committee is now resorting
to baseless claims in a 'kitchen sink' filing at the 11th hour.
We are confident in our position, intend to vigorously defend
against the complaint, and believe it should be dismissed."

Court documents say that Archway officials said it was conducting
a probe on possible "accounting irregularities" raised by two
"whistleblower" letters from workers.  Archway creditors'
committee said in court documents, "The accounting fraud was the
most convenient way of continuing to receive senior financing and
trade credit to keep the business afloat.  The fraudulent activity
could not have succeeded for as long as it did without the
control, participation and acquiescence of ... Catterton."

                       About Archway Cookies

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

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

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


ATHEROGENICS INC: Shareholders Out of the Money
-----------------------------------------------
AtheroGenics, Inc., provided an update on its bankruptcy
proceedings, during which it expects to sell the company or its
key assets.  The date to receive initial offers from potential
purchasers of the Company's key assets has now passed and the
Company and its financial advisor, Merriman Curhan Ford & Co.,
have concluded that the amount of the expected sale proceeds when
combined with its cash on hand will be substantially less than the
Company's outstanding liabilities.  Therefore, the Company
believes there will be no proceeds available for distribution to
its shareholders.  The Company cannot predict when the bankruptcy
proceedings will be finalized.

Headquartered in Alpharetta, Georgia, AtheroGenics, Inc. --
http://www.atherogenics.com/-- is a research-based pharmaceutical
company focused on the discovery, development and
commercialization of drugs for the treatment of chronic
inflammatory diseases, including diabetes and coronary heart
disease.  It has one late stage clinical drug development program.

On Sept. 15, 2008, five creditors holding claims totaling
$20,413,000 pursuant to the company's 4.5% Convertible Notes Due
2008 filed an involuntary Chapter 7 petition against the Debtor
(Bankr. N.D. Georgia Case No. 08-78200).  The petitioning
noteholders were:

  -- AQR Absolute Return Master Account, L.P.;
  -- CNH CA Master Account, L.P.;
  -- Tamalpais Global Partner Master Fund, LTD;
  -- Tang Capital Partners, LP; and
  -- Zazove High Yield Convertible Securities Fund, L.P.

On Oct. 6, the Debtor filed its consent to entry for order for
relief and motion to convert its Chapter 7 case to one under
Chapter 11 (Bankr. N.D. Ga. Case No. 08-78200).

As of Sept. 30, 2008, AtheroGenics had $55,858,367 in total
assets; $306,728,421 in liabilities subject to compromise and
$303,060 in total current liabilities, not subject to compromise;
and $251,173,114 in shareholders' deficit.


ATLAS SHIPPING: Voluntary Chapter 15 Case Summary
-------------------------------------------------
Chapter 15 Debtor: Atlas Shipping A/S
                   Sundkaj 11
                   2100 Copenhagen
                   Denmark

Chapter 15 Case No.: 09-10314

Debtor-affiliate filing separate Chapter 15 petitions:

        Entity                                     Case No.
        ------                                     --------
Atlas Bulk Shipping AS                             09-10315

Type of Business: The Debtors engage in deep sea freight
                  transportation.

                  See: http://www.atlas-shipping.com/

Chapter 15 Petition Date: January 23, 2009

Court: Southern District of New York (Manhattan)

Judge: Martin Glenn

Chapter 15 Debtors' Counsel: James F. Sweeney, Esq.
                                 Nicoletti Hornig & Sweeney
                                 Wall St Plaza
                                 88 Pine Street, 7th floor
                                 New York, NY 10005
                                 Tel: (212) 202-3830

Estimated Assets: $10 million to $50 million

Estimated Debts: $100 million to $500 million


BANKER'S STORE: November 30 Balance Sheet Upside Down by $175,642
-----------------------------------------------------------------
The Banker's Store, Inc.'s balance sheet as of November 30, 2008,
showed total assets of $2,337,149 and total liabilities of
$2,512,791, resulting in total stockholders' deficit of $175,642.

Cynthia A. Hayden, president and director, disclosed in a
regulatory filing dated January 20, 2009, that the company
incurred a net loss available to common stockholders of $511,124
and $58,510 for the three-month period ended November 30, 2008 and
2007, respectively.  Additionally, the company has negative cash
flows from operations of $519,827 for the six-month period ended
November 30, 2008, and an accumulated deficit of $943,719 as of
November 30, 2008.

"We have experienced significant operating losses over the last
18 months.  Our net operating loss for the six months ended
November 30, 2008, was $718,750 and for the prior fiscal year
ended May 31, 2008, was $312,635, respectively.  The company has
experienced losses from continuing operations during the last two
quarters and for the prior fiscal year.  Net cash used for
continuing operations for the six-month period ended November 30,
2008, was negative $519,827 and for the prior fiscal year ending
May 31, 2008, was negative $152,691.  As of November 30, 2008, the
company's cash is negative and the only principal source of
liquidity is $802,033 of trade accounts receivable.  [These]
conditions raise substantial doubt that the Company will be able
to continue as a going concern.  These operating results occurred
while the company was completing the business combination and was
transitioning and combining [its] two operating divisions in
Florida and Kentucky.  The company is taking measures to increase
revenues, continue to reduce operating costs, and generate
positive cash flows from operations."

"We are seeking additional sources of capital and actively seeking
to restructure and modify existing indebtedness.  The amount of
funding that we seek and the timing of such fundraising efforts
will depend on the extent to which we are able to increase
revenues through obtaining additional purchase orders for our
products and the extent to which we can restructure or modify our
debt.  We cannot guarantee that adequate funds will be available
when needed, and if we do not receive sufficient capital, we may
be required to alter or reduce the scope of our operations."

"The company's continued existence is dependent upon management's
ability to develop profitable operations and resolve its liquidity
problems."

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?3894

                       About Banker's Store

The Banker's Store, Inc., was established in 1968.  It remained
dormant for many years until it completed the acquisition of B.G.
Banking Equipment, Inc., and Financial Building Equipment
Exchange, Inc.  These acquisitions introduced the company to the
business of buying, selling, refurbishing and trading new and
refurbished financial equipment for banks and other financial
institutions.  Pursuant to the June 2008 Board of Directors
resolution the company expanded its Corporate Information
Statement to pursue other lines of business including security,
ecommerce, power, energy and transportation.


BELO CORP: Moody's Downgrades Corporate Family Rating to 'Ba2'
--------------------------------------------------------------
Moody's Investors Service downgraded Belo Corp.'s Corporate Family
Rating, Probability of Default Rating, and senior unsecured note
ratings to Ba2 from Ba1, concluding the review for possible
downgrade initiated on November 3, 2008.  Moody's updated the loss
given default point estimates to reflect Belo's current debt mix
and its estimated 2008 pension liability.  The speculative grade
liquidity rating remains at SGL-4 and the rating outlook is
negative.

Moody's has taken these rating actions:

Downgrades:

Issuer: Belo Corp.

  -- Corporate Family Rating, Downgraded to Ba2 from Ba1

  -- Probability of Default Rating, Downgraded to Ba2 from Ba1

  -- Senior Unsecured Bonds, Downgraded to Ba2, LGD4-51% from Ba1,
     LGD4-53%

  -- Senior Unsecured Shelf, Downgraded to (P)Ba2, LGD4-51% from
     (P)Ba1, LGD4-53%

Outlook Actions:

Issuer: Belo Corp.

  -- Outlook, Changed to Negative from Rating Under Review

The downgrade reflects Moody's expectation that weak economic and
credit market conditions and the normal odd-year drop in
political-related advertising will create significant pressure on
Belo's revenue and credit metrics in 2009.  Moody's believes
Belo's EBITDA will fall in a 30-35% range in 2009 and that it will
require an amendment to its credit facility in the first half of
the year to avoid violating the financial maintenance covenants,
leading to an increase in the pricing spread.  Introduction of a
full or partial guarantee or security on the credit agreement
could result in notching of the bonds below the CFR, although the
Ba2 note ratings are based on the bond's existing pari passu
position relative to the credit facility.  Belo's ratings are
based on an expectation that cyclical advertising revenue pressure
will moderate toward the end of 2009 with modest growth resuming
in 2010.

Moody's expects this along with political-related advertising will
generate a rebound in EBITDA in 2010 that will bring debt-to-
EBITDA leverage below 6x in 2010 (incorporating Moody's standard
adjustments including an estimated $150 million underfunded
pension liability), positioning the company weakly in the Ba2
rating category.  In Moody's view, leverage will be higher than
this level in 2009 and a longer or more pronounced advertising
downturn or continuation of the dividend in the face of
deteriorating revenue could result in downward rating pressure.

The SGL-4 speculative-grade liquidity rating continues to reflect
the high probability that Belo will require an amendment to avoid
violating its credit facility financial covenants in the first
half of 2009.  However, Moody's expects Belo will generate
sufficient cash flow to meet its cash obligations and there are no
debt maturities until the $600 million revolver expires in June
2011. In accordance with Moody's SGL rating methodology, an
amendment is not factored into the SGL rating.  However, Moody's
believes that Belo's solid television audience share in its local
markets (#1 or #2 in 12 of the 14 markets with a big four network
affiliate), continued free cash flow generation, and moderate
amount of bank debt relative to EBITDA enhance its chances of
obtaining an amendment to provide additional covenant headroom,
which could lead to an upgrade of the liquidity rating.

The negative rating outlook reflects Moody's concern that a
steeper or more protracted downturn in advertising revenue than
expected could further weaken Belo's credit metrics and ability to
meet its financial maintenance covenants.

The last rating action was on November 3, 2008 when Moody's placed
Belo's ratings on review for possible downgrade and lowered the
liquidity rating to SGL-4 from SGL-3.

Belo is a Dallas-based media company with operations in television
broadcasting (owns 20 stations including six in top 15 markets),
cable news, (owns/operates six cable news channels) and
interactive media in the United States.  The television stations
account for the bulk of the company's estimated $770 million of
annual revenue.


BIG PACIFIC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Big Pacific, LLC
        1225 East Cerritos Avenue
        Anaheim, CA 92805

Bankruptcy Case No.: 09-10082

Chapter 11 Petition Date: January 7, 2009

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Robert N. Kwan

Debtor's Counsel: David B. Golubchik, Esq.
                  Levene Neale Bender Rankin & Brill LLP
                  10250 Constellation Blvd Ste 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Email: dbg@lnbrb.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/cacb09-10082.pdf

The petition was signed by Adem Kocyigit, Managing Member of the
company.


BLACK PRESS: S&P Downgrades Corporate Credit Rating to 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Victoria, British Columbia-based
newspaper publisher Black Press Ltd. to 'B' from 'B+'.  At the
same time, S&P lowered the senior secured debt ratings on wholly
owned Canadian subsidiary Black Press Group Ltd. and wholly owned
U.S. subsidiary Black Press U.S. Partnership to 'B' from 'BB-'.
The outlook is
negative.

S&P also revised the recovery ratings on Black Press Group Ltd.'s
and Black Press U.S. Partnership's senior secured debt to '3' from
'2'.  The '3' recovery rating indicates S&P's opinion of an
expected meaningful (50%-70%) recovery in the event of a payment
default, in contrast to a '2' recovery rating, which indicates the
expectation of substantial (70%-90%) recovery.  Standard & Poor's
revised the recovery rating due to S&P's use of a lower EBITDA
amount and EBITDA multiple in the event of default.

"The downgrade reflects our view of Black Press' weakened credit
protection measures and reduced financial flexibility stemming
from lower EBITDA and higher debt levels," said Standard & Poor's
credit analyst Lori Harris.

The weakness in operations is largely due to the significant
challenges the company is facing in its U.S. business because of
the drop in advertising revenues, resulting from what S&P views as
a challenging global economic environment.  While total revenue
increased nominally in the nine months ended Nov. 30, 2008,
compared with the same period the previous year, EBITDA was down.
Furthermore, S&P believes the impact of lower profitability and
higher debt levels has resulted in the tightening of financial
covenants.  While management is taking steps to strengthen its
operations and liquidity position, S&P believes that Black Press
will remain challenged in fiscal 2010, largely because of
difficult industry conditions.

The ratings reflect S&P's view of Black Press' high debt leverage,
very weak performance in the U.S., reduced financial flexibility,
lack of revenue diversification outside of the newspaper industry,
and significant annual cash distributions.  Partially offsetting
these factors in S&P's opinion are Black Press' solid market
position within several of its regions and more stable performance
in Canada.  Although Black Press participates in the challenging
newspaper industry, S&P believes the company is somewhat insulated
against economic factors because a sizable portion of its revenue
base comes from the community newspaper segment.  This segment
relies less on customer subscriptions and national advertising
revenues, which tend to be more volatile than local advertisers.

The negative outlook reflects Standard & Poor's expectation that
Black Press' operating performance, credit ratios, and financial
flexibility are likely to remain weak in fiscal 2010, driven by
expected soft EBITDA and elevated debt levels.  S&P could consider
lowering the ratings if the company's operating performance or
liquidity weaken further or if the company is not in compliance
with its financial covenants and is unable to obtain an amendment
or waiver to rectify the situation.  Alternatively, S&P could
consider revising the outlook to stable if Black Press' operating
performance and financial flexibility improve.


BOTERO HOMES: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Botero Homes Gallery, Inc.
        10511 Lawyers Road
        Vienna, VA 22181

Bankruptcy Case No.: 09-10103

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Omar Botero-Paramo                                 08-17639

Chapter 11 Petition Date: January 7, 2009

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

Debtor's Counsel: Thomas F. DeCaro, Jr., Esq.
                  14406 Old Mill Rd.,#201
                  Upper Marlboro, MD 20772
                  Tel: (301) 464-1400
                  Email: tfd@erols.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
together with its petition.

The petition was signed by Omar Botero-Paramo, President of the
company.


CANTERBURY WOODS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor-affiliates filing chapter 11 petitions:

Debtor Entity               Case Number
-------------               -----------
Canterbury Woods, LLC        09-10031
15 West Road
Canterbury, NH 03224

Glines Family Partnership    09-10030
39 Randall Road
Canterbury, NH 03224

Chapter 11 Petition Date: January 7, 2009

Court: United States Bankruptcy Court
       District of New Hampshire (Manchester)

Debtors' Counsel: Steven M. Notinger, Esq.
                  Donchess, Notinger & Tamposi, PC
                  547 Amherst Street, Ste. 204
                  Nashua, NH 03063
                  Tel: (603) 886-7266
                  Fax: (603) 886-7922
                  Email: nontrustee@dntpc.com

Canterbury Woods's financial status:

   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/nhb09-10031.pdf

Glines Family Partnership's financial status:

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

   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/nhb09-10030.pdf

The petitions were signed by George Glines, General Partner of the
company.


CAPITAL ONE: Posts $46 Million Net Loss for 2008
------------------------------------------------
Capital One Financial Corporation reported a net loss for the full
year 2008 of $46.0 million, or $0.21 per common share (diluted),
compared with earnings of $1.6 billion, or $3.97 per common share
(diluted) in 2007.  Net income from continuing operations,
excluding the non-cash goodwill impairment, was $895.4 million, or
$2.28 per common share (diluted) for 2008.  For the fourth quarter
of 2008, the company reported a net loss of $1.4 billion, or $3.74
per common share (diluted), compared with net income of $226.6
million, or $0.60 earnings per common share (diluted), in the
fourth quarter of 2007, and compared to net income in the third
quarter of 2008 of $374.1 million, or $1.00 per common share
(diluted).

Net income from continuing operations excludes the loss from
discontinued operations related to the shutdown of GreenPoint
Mortgage in August 2007.

     -- The company added $1.0 billion to allowance for loan
        losses in anticipation of increasing charge-offs in 2009.
        Allowance as a percent of reported loans increased 90
        basis points in the fourth quarter of 2008 to 4.5%.

     -- The company recognized $810.9 million non-cash impairment
        of goodwill in conjunction with its revised outlook for
        its Auto Finance business.

     -- Total deposits at December 31, 2008, were $108.6 billion,
        up 31.2% from the prior year and up 9.8% from the third
        quarter of 2008, with stable deposit margins.

     -- Readily available liquidity increased to $40 billion, up
        from $32 billion at the end of the third quarter.

     -- Capital ratios remain strong -- tangible common equity to
        tangible managed assets, or "TCE ratio", of 5.57%; Tier 1
        risk-based capital ratio of 13.6%.

"The economic downturn was the key driver of our fourth quarter
and full year results, and we expect that the recession will
continue to impact our results throughout 2009," said Richard D.
Fairbank, Capital One's Chairman and Chief Executive Officer.
"Our solid balance sheet positions us to continue navigating
through these increasing cyclical headwinds and deliver value over
the cycle."

Total Company Results

     -- The company added $1.0 billion to allowance for loan
        losses in anticipation of increasing charge-offs in 2009.
        The fourth quarter allowance was built on the assumption
        that the U.S. unemployment rate will increase to 8.7% by
        the end of 2009 and that, on average; home prices in the
        U.S. will decline an additional 10% by the end of the
        year.  The total allowance for loan losses is
        $4.5 billion, which is consistent with an outlook for
        $8.6 billion in managed net charge-offs for the next
        12 months through the fourth quarter of 2009, and brings
        the coverage ratio for reported loans up significantly to
        4.5% at the end of the fourth quarter of 2008.

     -- Total managed revenues of $16.8 billion in 2008 were
        essentially even with 2007, while fourth quarter 2008
        managed revenues were 6.3% lower as compared to the third
        quarter of 2008.

     -- Total deposits at December 31, 2008, were $108.6 billion,
        up 31.2% from the prior year and up 9.8% from the third
        quarter of 2008, with stable deposit margins.

     -- Managed loans held for investment of $146.9 billion at
        December 31, 2008, declined 0.3%, from the third quarter
        of 2008, and were down 2.9% from December 31, 2007.

     -- Ongoing efficiency efforts lowered non-interest expense
        for continuing operations, excluding non-cash goodwill
        impairment, by $676 million in 2008 versus 2007, which
        drove the efficiency ratio down from 47.30% in 2007 to
        43.14% in 2008.

     -- Tangible common equity to tangible managed assets or "TCE
        ratio" remains strong at 5.57%, and the Tier 1 risk-based
        capital ratio of 13.6% continues to be well above the
        regulatory minimum.

"We have built our allowance in anticipation of further
degradation in the economy, grown readily available liquidity to
record levels, and are maintaining healthy capital ratios that are
resilient to a range of economic outcomes," said Gary L. Perlin,
Capital One's Chief Financial Officer.  "These factors make our
balance sheet the financial bedrock of our company and bolster our
capacity to operate through this challenging economy."

Segment Results
Local Banking Segment highlights

Credit performance worsened in the quarter as the widening
recession took hold in the company's local markets, impacting the
New York metro region to a greater degree than Louisiana and
Texas.  Deposit growth accelerated in the fourth quarter as
deposit strategies gained traction.  Our deposit strategies focus
on strong customer relationships, new products like our "rewards
checking," and the company's well-known brand gained traction.
The company will continue to focus on building and maintaining
deposit-led relationships with its commercial, small business and
consumer customers across its branch network.  Local Banking
managed loans grew by approximately $420.2 million in the fourth
quarter, as the expected run off of residential mortgage loans was
partially offset by growth in the middle market commercial
franchise.

The expected addition of Chevy Chase Bank in the first quarter
will expand the portfolio of attractive local banking franchises
and further improve the company's core deposit funding base.

     -- Local Banking reported a net loss for the fourth quarter
        of 2008 of $6.5 million, down $94.7 million from net
        income of $88.2 million in the third quarter of 2008.
        Local Banking for 2008 was $224.6 million.

     -- The net charge-off rate increased 44 basis points to 90
        basis points in the fourth quarter of 2008 from 46 basis
        points in the third quarter of 2008, while non-performing
        loans as a percent of loans held for investment of 1.25%
        increased from 0.96% at the end of the third quarter of
        2008.

     -- Loans held for investment of $45.1 billion were up
        slightly relative to the third quarter of 2008, and up
        2.5% over year end 2007.

     -- Local Banking deposits increased $3.9 billion, or 5%,
        from the third quarter of 2008 to $78.9 billion at
        December 31, 2008, and increased $5.8 billion, or 8.0%,
        from year end 2007.

National Lending Segment highlights

The National Lending segment contains the results of the company's
U.S. Card, Auto Finance and International Lending businesses.  For
details on each of these subsegments' results, please refer to the
Financial Supplement.

Economic deterioration intensified during the fourth quarter,
driving increasing delinquency and charge-off rates across all of
our lending businesses.  The fourth quarter charge-off rate in the
U.S. Card business was 7.08%, in line with the expectations
conveyed last quarter.  The company now expects that the U.S. Card
charge-off rate for the first quarter of 2009 will be around 8.1%,
rather than the mid 7% range previously communicated.  The change
in outlook is primarily the result of declining balances and
adverse credit performance of closed-end, unsecured loans that are
included in the U.S. Card subsegment.  Auto Finance delinquencies
and charge-off rates increased in the quarter as a result of
seasonality, economic worsening, declining loan balances, and the
impact of sharply falling used car auction prices.  Credit trends
in the International business reflect increasing economic
deterioration in the UK, and relative stability in the Canadian
business.

National Lending managed loans did not grow in the fourth quarter,
and declined modestly as compared to the prior year.  Fourth
quarter loan growth in the U.S. Card business was weaker than
usual as a result of weak holiday spending.  Managed loans in the
International business declined by more than $1.5 billion, as a
result of foreign exchange rate impacts, as well as lower
originations in the UK as the economy there continues to weaken.
Managed loans in the Auto Finance business declined by
$824.5 million in the quarter as a result of the ongoing
repositioning of the business.

The decisions made over the course of the last year to scale back
origination volume in the Auto business have led to a reduced
estimate of the fair value of the Auto business, and, in turn,
recognition that the business can no longer support the full
carrying value of goodwill.  As a result, the business recorded a
$810.9 million non-cash impairment to goodwill.

     -- Despite significant credit pressures, the U.S. Card
        business delivered $1.0 billion in net income for the
        year, the International businesses remained profitable
        for the full year 2008, with net income of $67.9 million.
        As a result of the non-cash goodwill write-down, the Auto
        Finance business reported a net loss of $958.9 million.
        In total, the National Lending segment reported net
        income of $110.0 million.

     -- National Lending segment revenues of $3.3 billion were
        down $92.9 million, or 2.7%, in the fourth quarter of
        2008 compared to the third quarter of 2008, and down
        $474.8 million, or 12.5%, relative to the fourth quarter
        of 2007.  For the full year 2008, revenues of
        $13.7 billion were essentially flat compared to 2007.

     -- The delinquency rate was 5.93% as of December 31, 2008,
        an increase of 50 basis points from 5.43% as of
        September 30, 2008.

     -- The managed net charge-off rate for the National Lending
        segment increased 81 basis points in the fourth quarter
        of 2008 to 6.66% from 5.85% in the third quarter of 2008.
        The company expects the U.S. Card charge-off rate to be
        around 8.1% for the first quarter of 2009.

     -- Loans held for investment of $101.1 billion were
        essentially flat relative to the third quarter of 2008
        and down 5.0% relative to year end 2007.

The company generates earnings from its managed loan portfolio,
which includes both on-balance sheet loans and securitized (off-
balance sheet) loans.  For this reason, the company believes
managed financial measures to be useful to stakeholders. In
compliance with Regulation G of the Securities and Exchange
Commission, the company is providing a numerical reconciliation of
managed financial measures to comparable measures calculated on a
reported basis using generally accepted accounting principles
(GAAP).

Headquartered in McLean, Virginia, Capital One Financial
Corporation (NYSE: COF) -- http://www.capitalone.com/-- is a
financial holding company, with 732 locations in New York, New
Jersey, Connecticut, Texas and Louisiana.  Its principal
subsidiaries, Capital One Bank, Capital One Auto Finance Inc., and
Capital One N.A., offer a broad spectrum of financial products and
services to consumers, small businesses and commercial clients.
Capital One's subsidiaries collectively had $83.3 billion in
deposits and $146.4 billion in managed loans outstanding as of
Sept. 30, 2007.

                          *     *     *

Capital One Financial Corp. and principal subsidiary Capital One
Bank both carry Fitch's 'B' Individual Ratings, which were placed
on March 20, 2007.  Capital One Bank also carries Moody's Bank
Financial Strength rating of 'C+', which was placed on March 2,
2007.


CARLOS GUERRERO: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Carlos S. Guerrero
        1324 Brighton Way
        Lakeland, FL 33813

Bankruptcy Case No.: 09-00372

Chapter 11 Petition Date: January 12, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: Michael G. Williamson

Debtor's Counsel: William J. Rinaldo, Esq.
                  The Rinaldo Law Firm, PA
                  1102 South Florida Avenue
                  Lakeland, FL 33803
                  Tel: (863) 686-7101
                  Fax: (863) 686-7323
                  Email: william.rinaldo@rinaldo-law.com

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

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

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

The petition was signed by Carlos S. Guerrero.


CHARO COMMUNITY: Chapter 11 Filing Fends Off Sale by Treasurer
--------------------------------------------------------------
Paul Aranda Jr. at EGP News reports that Charo Community
Development Corporation has filed for Chapter 11 bankruptcy
protection, staving off a property tax sale.

EGP News relates that before the bankruptcy filing, a lender filed
a foreclosure notice on Charo's primary property.

The Los Angeles County Treasurer and Tax Collector, EGP News
states, also listed in October 2008 two of the company's
properties -- the corporate headquarters and a collection of
warehouses -- on its public auction notice.  The properties, says
the report, had been scheduled for public auction.

According to public records, Charo owes property taxes of $148,561
on its warehouse property and $64,011 on its commercial primary
property at 4301 E. Valley Boulevard in Los Angeles.  EGP News
relates that the properties have been in default since 2005, and
that one payment of $6,455 on a single property has been paid in
that time.  Charo, as a public organization, has welfare exemption
status for its primary property, which requires the minimum bid at
a public auction be at least 50% of the property value, EGP News
says.  According to the report, the Los Angeles County Assessor's
Office placed the 50% value at slightly higher than $3.9 million.

According to EGP News, Charo President and CEO Cynthia Amador said
that the properties would have been sold for a "drastically
reduced priced" had the company not filed for bankruptcy
protection.

Citing Ms. Amador, EGP News states that the bankruptcy case
wouldn't affect Charo's community or small business services.
Ms. Amador said in a statement to EGP News, "We still continue to
work with our strategic banking partners in providing access to
capital, small business training and one-on-one business
counseling services."  There is sufficient equity in the two
properties to pay off Charo's debts, including the defaulted
property taxes, EGP News relates, citing Ms. Amador.

Ms. Amador said that the defaulted property taxes were due to
difficulties with the Assessor's Office to adjust its taxable
parcels, EGP News reports.  According to the report, Ms. Amador
said that Charo's bankruptcy was triggered by failure to refinance
its loans.

EGP News says that a real estate attorney was hired to help sell
the two properties.  Ms. Amador said that she is looking to find a
buyer that would offer a leaseback on the property so that Charo
could remain at its current location, the report states.

According to EGP News, five lenders are involved in Charo's
complex real estate holdings, including one government loan.
Charo has been trying for two years to refinance its primary
property to remove one of the lenders, but has failed to close a
deal with any bank due to a loan that requires the government to
be in the first position to collect any unpaid debts, EGP News
reports, citing Ms. Amador.

Los Angeles, California-based Charo Community Development
Corporation filed for Chapter 11 bankruptcy protection on Dec. 5,
2008 (Bankr. C.D. Calif. Case No. 08-31076).  Lewis R. Landau,
Esq., who has an office at Calabasas, California, assists the
company in its restructuring effort.  The company listed
$1,000,001 to $10,000,000 in assets and $1,000,001 to $10,000,000
in debts.


CHRYSLER LLC: Stops Efforts to Downsize Dealer Networks
-------------------------------------------------------
Sharon Terlep at The Wall Street Journal reports that General
Motors Corp. and Chrysler Corp. have stopped efforts to downsize
their dealer networks.

WSJ relates that Chrysler Vice President Jim Press said that the
company doesn't have a target for the number of dealers that
should close.  The report states that of the 287 Chrysler dealers
to go out of business last year, 92 left as part of Chrysler's
strategy to get its Chrysler, Dodge, and Jeep brand dealers "under
the same roof," while about 195 left for economic and other
reasons.  The report quoted Mr. Press as saying, "We want to
consolidate, but not at the risk of losing market share."

GM sales Chief Mark LaNeve, according to WSJ, said that the
company is less active in its dealers' affairs, partly because it
doesn't have resources help dealers close or merge.  GM said it
will choose 750 of 6,450 stores from its dealer network as part of
a viability plan presented to the government for a requested
financial assistance.  According to the report, Mr. LaNeve said,
"It costs money to consolidate.  And we've slowed down the
activity while we figure out our brand and nameplate situation."

WSJ states that Ford Motor Co. said that its strategy is
unchanged.  Citing Ford Motor's U.S. sales and marketing vice
president Ken Czubay, the report says that the company is worried
that drastic cost cutting at dealerships threatens the business.

According to WSJ, the National Automobile Dealer Association
predicted in December that 900 dealerships would go out of
business in 2008.  WSJ relates that about 1,000 GM, Ford Motor Co.
and Chrysler auto dealers collapsed in 2008, including:

     -- 300 Ford Motor dealers,
     -- 401 GM dealers, and
     -- 287 Chrysler dealers.

Citing consulting firm Grant Thornton, WSJ says that about 2,500
of the 25,000 new vehicle dealerships in the U.S. will shut down
this year.  Grant Thornton, according to the report, said that
5,000 would have to close to have a healthy level for this year's
anticipated level of auto sales.  The report quoted Grant Thornton
dealer restructuring expert Paul Melville as saying, "Auto makers
have had these plans to reduce dealers, but the cost of
implementing those schemes is intensive.  Now market conditions
are forcing dealers to consolidate."

Kate Linebaugh at WSJ relates that Chrysler executives will ask
dealers to order new cars and trucks.  Citing Mr. Press, WSJ
states that Chrysler needs dealers to start ordering vehicles
because the "downside could be a lot worse" if orders don't
increase.

According to WSJ, Chrysler has generated little or no revenue this
year because it closed down its plants before Christmas and
dealers have cut orders due to a deep drop in vehicle sales.

                       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.


CIFG ASSURANCE: Moody's Takes Rating Actions on Securities
----------------------------------------------------------
Moody's Investors Service announced that it has taken rating
action on structured finance securities insured by CIFG Assurance
North America, Inc., and issued by Duke Funding V, Ltd.  The
rating action is a result of Moody's modified approach to rating
structured finance securities wrapped by financial guarantors, as
well as deterioration in the transaction's underlying collateral
pool, which consists primarily of RMBS securities.

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

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

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

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

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

The rating action is:

  -- US$125,000,000 Class I-W Senior Secured Floating Rate Notes
     Due 2033 (the "Class I-W Notes"), Downgraded to Ba3;
     previously on 12/23/2008 Downgraded to Aa3 Under Review for
     Possible Downgrade

  -- US$175,000,000 Class I-A1 Senior Secured Floating Rate Notes
     Due 2033 (the "Class I-A1 Notes"), Downgraded to Caa1 Under
     Review for Possible Downgrade; previously on 12/23/2008
     Downgraded to A1 Under Review for Possible Downgrade

  -- US$69,000,000 Class I-A2 Senior Secured Floating Rate Notes
     Due 2033 (the "Class I-A2 Notes"), Downgraded to Caa1 Under
     Review for Possible Downgrade; previously on 12/23/2008
     Downgraded to A1 Under Review for Possible Downgrade

  -- US$6,000,000 Class I-B Senior Secured Fixed Rate Notes Due
     2033 (the "Class I-B Notes"), Downgraded to Caa1 Under Review
     for Possible Downgrade; previously on 12/23/2008 Downgraded
     to A3 Under Review for Possible Downgrade

  -- US$15,000,000 Class II Senior Secured Floating Rate Notes Due
     2033 (the "Class II Notes"), Downgraded to C; previously on
     12/23/2008 Downgraded to Baa2 Under Review for Possible
     Downgrade

  -- US$59,000,000 Class III Senior Secured Floating Rate Notes
     Due 2038 (the "Class III Notes"), Downgraded to C; previously
     on 12/23/2008 Downgraded to Ba2 Under Review for Possible
     Downgrade

  -- US$17,000,000 Class IV-A Mezzanine Secured Floating Rate
     Notes Due 2038 (the "Class IV-A Notes"), Downgraded to C;
     previously on 12/23/2008 Downgrade to Ca

  -- US$14,000,000 Class IV-B Mezzanine Secured Fixed Rate Notes
     Due 2038 (the "Class IV-B Notes"), Downgraded to C;
     previously on 12/23/2008 Downgraded to Ca

  -- US$27,040,000 Class A Combination Securities Due 2038,
     Downgraded to C; previously on 12/23/2008 Downgraded to Caa3
     Under Review for Possible Downgrade

  -- US$9,000,000 Class B Combination Securities Due 2038,
     Downgraded to B3 Under Review for Possible Downgrade;
     previously on 12/23/2003 Downgraded to Ba3 and Placed Under
     Review for Possible Downgrade


CIT GROUP: Posts $139MM 4th Qtr. Loss From Continuing Operations
----------------------------------------------------------------
CIT Group Inc. reported a loss from continuing operations of
$139.4 million ($159.8 million after preferred dividends), or
$0.54 per share, for the fourth quarter of 2008 compared to income
from continuing operations of $62.4 million ($54.9 million after
preferred dividends), or $0.29 per share for the comparable 2007
quarter.

The fourth quarter culminated with the company's strategic
transition to a bank holding company and was marked by a number of
significant capital and funding transactions, which strengthens
our position for the future.  Through the capital initiatives
executed as part of the bank holding company process, the company
created over $4 billion of regulatory capital and improved our
tangible capital to managed assets to 14.3% at December 31, 2008,
from 9.2% at September 30, 2008.  The company ended the year with
$8.4 billion of cash, up from $7.4 billion at September 30, 2008.
The company's operating results included pre-tax gains on debt
related retirements and lower operating expenses, but were
hampered by weakening credit trends that lead to higher
provisioning for credit losses, charges to write-off certain
account reconciliation balances in our European Vendor Finance
operations, costs of becoming a bank holding company and continued
compression of interest margins.

"In 2008, where agility and decisiveness were essential, CIT
demonstrated tremendous fortitude undertaking a fundamental and
strategic transformation," said Jeffrey M. Peek, CIT Chairperson
and CEO.  "We exited our consumer businesses, secured more than
$18 billion in liquidity, realigned our balance sheet to
dramatically improve regulatory capital ratios, and converted to a
bank holding company.  Although our fourth quarter results were
disappointing overall, they reflect the current economic
realities.  We enter this year with leading middle market
franchises, a strong balance sheet and plans to leverage our new
status as a bank holding company to further stabilize our funding
model.  Our commitment to provide financing to our middle market
and small business clients will not waver as we work to return CIT
to profitability."

For the full year 2008, CIT recorded a loss from continuing
operations of $644.6 million ($709.3 million after preferred
dividends), or $2.74 per share, compared to income of
$792.0 million ($762.0 million after preferred dividends), or
$3.93 per share for 2007.  These results reflect the company's
primary focus on managing for liquidity and include the write-off
of goodwill and intangible assets in Vendor Finance, higher credit
costs, and higher funding costs, partially offset by lower
operating expenses.

Bank Holding Company Transformation

CIT believes that being a bank holding company will provide it
with expanded opportunities for funding and greater access to
capital, which will lead to a more stable and diverse long-term
funding model.  Currently the company is in the process of
furthering our bank strategy.  The company has hired regulatory
experts to assist in its transition and incurred related operating
expenses during the fourth quarter of 2008 in this transition.

Capital Raising Actions

During the fourth quarter, the company strengthened our capital
position and increased bank regulatory capital through the
following transactions:

     -- Sold $2.33 billion of CIT perpetual preferred stock and
        related warrants to the U.S. Department of the Treasury
        as a participant in the federal government's Capital
        Purchase Program, part of the Troubled Assets Relief
        Program (TARP).

     -- Raised approximately $328 million of common equity, net
        of commissions paid, through the sale of 86.25 million
        common shares.

     -- Completed an exchange offer for our Equity Units that
        resulted in the extinguishment of approximately
        $490 million of senior debt in exchange for the issuance
        of 14 million shares of common stock and  payment of
        approximately $80 million of cash to participating
        investors.  The transaction generated $413 million of
        additional Tier I capital, including a gain on debt
        extinguishment of approximately $99  million.

     -- Issued $1.15 billion of new subordinated notes, which
        qualify as Tier II capital, and paid approximately
        $550 million in cash in exchange for $1.7 billion of
        previously outstanding senior notes.

     -- Purchased for $250 million an aggregate equivalent of
        approximately $360 million of Euro- and Sterling-
        denominated senior unsecured notes, which resulted in a
        $110 million pre-tax gain.

These actions improved the company's ratio of total tangible
capital to managed assets, which includes securitized assets, at
December 31, 2008, to 14.3% from 9.2% at September 30, 2008, and
resulted in estimated Tier I and Total Capital Ratios for
regulatory purposes of 9.8% and 13.4% at December 31, 2008, to be
finalized in the company's Form 10-K.

Liquidity Actions

The company continued to focus on liquidity by executing on a
number of other initiatives during the quarter including:

     -- Reduced managed assets by 5% ($3.3 billion) through the
        combination of lower origination volume, seasonal
        factors, and the sale or  syndication of approximately
        $875 million of assets (primarily Vendor Finance loans
        and commercial aircraft).

     -- Renewed a $1.3 billion Trade Finance funding facility for
        one year.

     -- Extended the maturity of an equipment conduit to the
        first quarter of 2009 and concurrently reduced its size
        from $1.25 billion to $650 million reflecting current
        volume levels.

     -- Increased outstanding deposits at CIT Bank by
        approximately $200 million.

     -- Borrowed approximately $150 million through a secured
        aircraft financing facility, under which we expect to
        finance an additional $0.7 billion of Airbus plane
        deliveries in 2009.

The company ended the quarter with $8.4 billion of cash, up from
$7.4 billion at September 30, 2008, including $1.2 billion of cash
and short-term investments at CIT Bank (available to fund
commercial originations by the bank).

As the company implements its transition to a bank holding
company, it continues to maintain a plan that it expects will
satisfy its funding requirements, estimated at $12 billion for
2009, without accessing the unsecured debt markets.  In addition,
the company has recently applied for the Temporary Liquidity
Guarantee Program of the Federal Deposit Insurance Corporation.
Participation in this program would enable the company to issue
government-guaranteed debt, which would significantly enhance our
funding flexibility and support business growth.

Consolidated Financial Highlights of Continuing Operations:

The fourth quarter results reflect CIT's continued focus on
maximizing liquidity and managing credit risk in the current
environment.  During the quarter, the company increased the
reserve for credit losses by approximately $240 million, as
economic conditions continued to weaken.  The company continued to
lower salaries and operating expenses, reducing them by
approximately $18 million from last quarter, and initiated further
cost savings actions that are anticipated to result in savings of
$40 million in 2009.

The quarter also included the following noteworthy items that in
the aggregate, including a true-up of the tax rate for the year,
favorably impacted results by approximately $10 million on an
after tax basis:

     -- Pre-tax gains of approximately $216 million primarily
        relating to the early extinguishment of debt previously
        mentioned.

     -- A pre-tax charge of $82 million in the European Vendor
        Finance business resulting from the remediation of
        reconciliation items that relate primarily to a number of
        prior year periods.  These adjustments are reflected in
        several lines on the income statement, most notably a
        $7.5 million reduction to finance revenue, $24.5 million
        decrease to other income, $32.7 million increase to
        operating expenses and $12.7  million increase to
        goodwill and intangible assets impairment charges.

     -- A work force reduction and facility closing charge of
        $52 million pre-tax, primarily reflecting the elimination
        of approximately 185 employees.  Employee headcount for
        continuing operations totaled approximately 4,995 at
        December 31, 2008, down from 5,245 at September 30, 2008,
        and 6,375 a year ago.

     -- Costs of approximately $31 million related to the
        company's transition to a bank holding company.

     -- A $15 million pre-tax valuation charge related to
        approximately $33 million due from Lehman Brothers on
        previously terminated derivative transactions.

Net Finance Revenue

     -- Finance revenue decreased 8% from last quarter reflecting
        lower operating lease rental rates, higher levels of non-
        accrual assets, the repricing of certain assets at lower
        rates, the impact of foreign exchange rates and lower
        asset levels.

    -- Interest expense increased 4% over last quarter as lower
       debt balances associated with lower asset levels and the
       impact of lower market interest rates were more than
       offset by the incremental impact of higher funding costs
       associated with new and renewed facilities.

    -- Net finance revenue as a percentage of average earning
       assets was 1.38%, down from 2.20% last quarter, primarily
       reflecting higher funding and liquidity costs, including
       higher conduit refinancing  costs, and to a lesser extent,
       lower operating lease margins, higher nonaccruals, foreign
       exchange rates, asset repricings and remediation items.

    -- Operating lease net revenue was 5.97% of average operating
       leases, down from 6.60% last quarter, as a weakening
       economy drove rail utilization down.

Other Income

    -- Factoring commissions declined from last quarter
       reflecting the weakened retail environment and lower
       factoring volumes.

    -- Commercial loan sales and syndication volume and the
       respective gains and fees were down from last quarter
       consistent with the constrained market conditions.

    -- Equipment gains were up from last quarter, primarily
       reflecting sales of aircraft.

    -- The current quarter fees and other income included
       $61 million of impairment charges on previously
       foreclosed, and interests in, commercial real estate
       properties, $25 million of write-offs related to the
       reconciliation items and the $15 million valuation charge
       on a receivable due from a Lehman Brothers entity,
       partially offset by $27 million of gains on derivatives
       that do not qualify for hedge accounting treatment,
       including foreign exchange derivatives and swaps that
       previously hedged the company's commercial paper
       program.

Credit Quality -- Commercial

    -- Net charge-offs as a percentage of average finance
       receivables were 1.42% for the commercial businesses, up
       from 0.95% last quarter.  The current quarter increase
       primarily reflects higher charge-offs in Corporate
       Finance, most notably in the communications, media and
       entertainment and commercial real estate sectors, and in
       Vendor Finance.

       The commercial net charge-off ratio for the full year of
       2008 was 0.89%.

    -- Non-performing assets for the commercial businesses were
       3.06% of finance receivables at December 31, 2008, up from
       2.08% at September 30, 2008, driven by increases in
       Corporate Finance in the same industries.  Commercial non-
       performing assets are specifically reserved to estimated
       realizable value based on assessments of underlying
       collateral and cash flows.

    -- Historically, the company reported 60+ day owned
       delinquencies including non-accrual loans, which increased
       to 3.29% from 1.96% last quarter.  To conform to bank
       reporting practices, the company is reporting 60+ day
       owned delinquencies excluding non-accrual loans.  On this
       basis, past dues increased to 1.03% of finance
       receivables, from 0.53% last quarter.

    -- Credit reserves for the commercial segments increased by
       $222 million to $858 million at December 31, 2008.  The
       reserve as a percentage of finance receivables increased
       to 2.11% from 1.52% last quarter.

Credit Quality -- Consumer Segment

    -- Net charge-offs in the Consumer segment were $31 million,
       essentially flat with the prior quarter, and primarily
       reflect losses in the private student loan portfolio.

    -- 60+ day owned delinquencies including non-accrual loans
       increased to 5.63% of finance receivables, from 5.10% last
       quarter.  60+ day owned delinquencies excluding non-
       accrual loans increased to 5.47% of finance receivables,
       from 4.98% last quarter.  Non-performing assets increased
       slightly.

    -- Credit reserves for the Consumer segment, primarily
       relating to private student loans, were increased by
       $18 million during the quarter to $238 million.

Salaries and General Operating Expenses

    -- Expenses in the quarter were $288 million before
       $33 million of charges related to the reconciliation
       balances in Vendor Finance and $31 million for expenses
       associated with the transition to a bank  holding company.
       On this basis, expenses were down $18 million from last
       quarter and $75 million (20%) from the year-ago quarter,
       primarily reflecting lower headcount.

    -- Charges for severance and the disposition of facilities
       during the fourth quarter ($52 million) brought the year
       to date charges to approximately $166 million and reflect
       reductions of over 1,100 employees, approximately 17% of
       the workforce.  A portion of the savings from these
       actions will be reinvested in infrastructure and
       resources to support bank compliance requirements.

Income Tax Provision

    -- The tax benefit on the loss from continuing operations for
       the quarter was favorably impacted by the gain on the
       extinguishment of the mandatory convertible securities,
       which was not taxable, and the resolution of certain tax
       audit matters.  These favorable items were partially
       offset by a true-up to reflect the actual mix of foreign
       and domestic results from estimates used in the third
       quarter effective tax rate.

Assets

    -- Total managed assets were $67.8 billion, down $3.3 billion
       (5%) from last quarter.  Estimated risk weighted assets,
       which include both on-balance sheet and off-balance sheet
       assets and unfunded commitments in accordance with Basel I
       requirements, were $78 billion at December 31, 2008.

    -- Origination volume in our commercial businesses, excluding
       factoring, was $3.3 billion for the quarter, down from
       $3.9 billion last quarter, due primarily to economic
       conditions and the company's balancing of liquidity with
       customer needs.  Transportation Finance was the only
       segment to report a sequential period volume increase
       primarily due to scheduled aircraft deliveries.

    -- During the quarter the company restructured a
       securitization conduit that resulted in bringing
       $1.5 billion of previously securitized assets back on the
       balance sheet.

    -- Loan sales and syndication activity for the current
       quarter totaled $0.5 billion, flat with the prior quarter,
       reflecting continued illiquid markets.

    -- Financing and leasing assets held for sale were
       $0.2 billion at December 31, 2008, down from $0.6 billion
       last quarter due to completed sales.

    -- Commercial receivables at CIT Bank grew approximately
       $135 million during the quarter to $1.7 billion,
       reflecting approximately $283 million of originations.

Common Stock

    -- The company ended 2008 with approximately 389 million
       common shares outstanding, up from 285 million at
       September 30, 2008.  The increase primarily relates to the
       sale of 86.25 million common shares in a public offering
       and the issuance of approximately 14 million shares in
       the Equity Unit exchange offer, both in December.

    -- Average common shares outstanding for the fourth quarter
       increased to 295 million from 285 million for the prior
       quarter due to the impact of the issuances noted above.

    -- Given the company's current income levels and stock price,
       the earnings per share and other per share calculations do
       not include the potential dilutive effects of outstanding
       convertible preferred stock (convertible into 45.5 million
       common shares) and other potentially  dilutive securities.

    -- In conjunction with the TARP funding, the company issued
       warrants to purchase approximately 88.7 million shares of
       common stock at an initial exercise price of $3.94.

Corporate Finance

    -- Total net revenues (the sum of net finance revenue and
       other income) decreased from last quarter due to
       approximately $61 million of impairment charges on real
       estate assets, lower rates and a smaller average asset
       base.

    -- Net finance revenue as a percentage of average earning
       assets after depreciation remained relatively stable with
       the previous quarter.

    -- New business volume was $0.8 billion for the quarter, down
       44% from last quarter, reflecting both weak market
       conditions and liquidity management.

    -- Credit metrics, including net charge-offs, non-performing
       and delinquent accounts weakened this quarter.  Industry
       groups that were most affected included communications,
       media and entertainment and commercial real estate.

    -- Due to the significant provision for credit losses,
       returns were negative for the quarter.

CIT Group Inc. is a leading global commercial and consumer finance
company, founded in 1908.  CIT has more than $70 billion in
managed assets.  CIT offers these services: vendor financing,
factoring, equipment and transportation financing, Small Business
Administration loans, and asset-based lending.  The company's
global headquarters are in New York City, and the company has more
than 7,300 employees in locations throughout North America,
Europe, Latin America, and Asia Pacific.

In 2008 CIT Group agreed to become a bank holding company in order
to receive TARP money of $2.3 billion dollars.


CIT GROUP: Fitch Downgrades Preferred Stock Rating to 'BB+'
-----------------------------------------------------------
Fitch Ratings has downgraded CIT Group's long-term Issuer Default
Rating to 'BBB' from 'A-' and affirmed CIT's short-term IDR at
'F2'.  The Rating Outlook is Negative.  This rating action
primarily reflects approximately $46.8 billion of debt.

These has been downgraded and assigned a Negative Outlook.

CIT Group Inc.:

  -- Long-term IDR to 'BBB' from 'A-';
  -- Senior debt to 'BBB' from 'A-';
  -- Subordinated debt to 'BBB-' from 'BBB+';
  -- Senior subordinated debt to 'BBB-' from 'BBB+';
  -- Junior subordinated debt to 'BBB-' from 'BBB+';
  -- Preferred stock to 'BB+' from 'BBB+'.

The downgrade primarily reflects the challenges CIT faces in
achieving sustainable profitability given significant changes in
its business model and mix prompted by unprecedented capital
markets dislocation.  Fitch also considered CIT's conversion to a
Bank Holding Company, which provides greater financial flexibility
longer term.  As Fitch believes the company's remaining businesses
are generally correlated with the macro economy, preserving asset
quality will become more challenging for CIT and lead to higher
credit losses in 2009.  While Fitch recognizes that CIT has built
reserves to reflect an expected increase in such losses, higher
levels of provisioning may be necessary.  In addition, the
company's margins have declined due to rising funding costs,
however, Fitch believes funding costs should improve to the extent
the company issues debt under the Temporary Liquidity Guaranty
Program and with deposit growth.  While still investment grade,
CIT's current rating reflects a weaker profitability profile as
evidenced by seven consecutive unprofitable quarters and
uncertainties over future performance.

Fitch recognizes management's ability to navigate an unprecedented
capital markets environment by executing on a number of
initiatives, which have increased capital levels and given the
company necessary breathing room to manage through the current
credit cycle. Fitch believes management's decisive efforts avoided
a deeper erosion of the company's franchise and, thus preventing
more severe rating actions.  Nonetheless, CIT will face new
challenges in operating in a wholly regulated environment.

The Negative Outlook reflects Fitch's concern with CIT's ability
to return to sustainable profitability and maintain regulatory
capital levels in accordance with stated minimum levels.  A Stable
Outlook could emerge if the company can demonstrate a return to
core profitability, which would lessen concern on capital levels.

In addition, Fitch has assigned Individual and Support ratings
consistent with Fitch's methodology for banks.  Individual ratings
reflect Fitch's view of an entity absent any external support,
while Support ratings provide Fitch's perspective on the
likelihood of support should the need arise.  Fitch has assigned a
'C' Individual rating, which represents an adequate bank with one
or more troublesome aspects.  For CIT, this would mainly encompass
profitability.  While Fitch acknowledges CIT has been a
beneficiary of direct support, Fitch has assigned a '5' Support
rating, reflecting support can not be relied upon.  Fitch assigned
a '4' Support rating to CIT Bank as Fitch believes the Federal
Reserve and FDIC would be supportive until CIT fully demonstrates
its ability to operate under the BHC framework.

These has been downgraded and assigned a Negative Outlook

CIT Bank:

  -- Long-term IDR to 'BBB' from 'A-';
  -- Long-term deposits to 'BBB+' from 'A-'.

CIT Funding Group of Canada, Inc.:

  -- Long-term IDR to 'BBB' from 'A-';
  -- Senior debt to 'BBB' from 'A-'.

CIT Group (Australia) Inc.

  -- Long-term IDR to 'BBB' from 'A-';
  -- Senior debt to 'BBB' from 'A-';

These has been affirmed with a Negative Outlook:

CIT Group Inc
CIT Group (Australia) Inc.:

  -- Short-term IDR at 'F2';
  -- Short-term at 'F2'.

CIT Bank:

  -- Short-term IDR at 'F2'.

CIT Funding Group of Canada, Inc.:

  -- Short-term IDR at 'F2'.

These ratings have been assigned:

CIT Group Inc.:

  -- Individual Rating of 'C';
  -- Support Rating of '5';
  -- Support Floor of 'NF'.

CIT Bank:

  -- Short-term deposits at 'F2'.
  -- Individual Rating of 'C';
  -- Support Rating of '4';
  -- Support Floor of 'B'


CLEARWIRE COMMUNICATIONS: Moody's Assigns 'Caa1' Rating
-------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Clearwire
Communications LLC (corporate family rating of Caa1 and
speculative grade liquidity rating of SGL-2) with a negative
outlook.  The ratings for Clearwire reflect the company's high
financial and business risk given the start-up nature of its
operations.  In addition, while Clearwire will operate as an
independent company, Moody's believe that there will be
significant challenges to developing the business, in part due to
the diverse objectives of its strategic investors.

These first time ratings/assessments were assigned:

Clearwire Communications LLC:

  * Corporate Family Rating -- Caa1
  * Probability of Default Rating -- Caa2
  * Speculative Grade Liquidity Rating -- SGL-2
  * Rating Outlook -- Negative

Clearwire Legacy LLC and Clearwire XOHM LLC (Co-Borrowers):

  * $1.234 Billion Senior Secured Term Loan due May 2011 -- B3
    (LGD-2, 24%)

  * $179 Million Incremental Sprint Term Loan due May 2011 -- Caa3
    (LGD-5, 70%)

Specifically, the ratings reflect the cash absorptive nature of
the business as operating losses are expected to continue for the
near future and capital expenditures for network expansion are
expected to be significant.  In addition, the company faces
considerable execution risk associated with its start-up business
operations, which involves extensive new build and (excluding its
investors) direct competition with much larger, better-capitalized
cable and telephony service providers.  The company will confront
declining liquidity over time that is further compounded by
limited access to public capital, in Moody's estimation.

The ratings benefit from the company's extensive spectrum holdings
that not only hold the potential for the development of a
technologically advanced mobile broadband network, capable of
delivering a full bundle of services including video, telephony
and high-speed Internet access, but also provide very strong loan-
to-asset coverage.  Furthermore, the company's management team is
experienced in launching new businesses and Moody's believes that
the company has adequate capital to fund its expansion over the
next two years as a result of the $3.2 billion investment by new
strategic investors.

The negative outlook reflects Moody's concern about the short term
nature of the company's capital structure and the inherent need to
refinance looming maturities while building out its network.

The B3 (LGD-2, 24%) rating assigned to the $1.234 billion Senior
Secured Term Loan reflects the fact that it is secured by
substantially all assets (including Domestic and International
spectrum assets) and is guaranteed, on a joint and several basis,
by all material operating subsidiaries.

The Caa3 (LGD-5, 70%) rating on the $179 million Incremental
Sprint Term Loan incorporates these same factors but recognizes
that the Sprint Term Loan is subordinated in payment in
bankruptcy, via an inter-creditor agreement, to the $1.234 billion
Senior Secured Term Loan.

The SGL-2 speculative grade liquidity rating recognizes the
company's good liquidity provided by a large cash balance (over
$3.0 billion) and lack of near-term debt maturities.  While cash
on hand is expected to fund the company over the course of the
next twelve months, contributing significantly to the SGL-2
rating, longer term challenges are significant given the company's
expected cash burn through 2009 and the lack of a committed
liquidity backstop facility.

This is the first time that Moody's has rated Clearwire.

Clearwire Corporation provides wireless high-speed services to
over 50 markets in the U.S. as well as a few markets in Europe.
The company maintains its headquarters in Kirkland, Washington.


CLEARWIRE CORP: S&P Assigns 'B-' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Rating Services said it assigned its 'B-'
corporate credit rating to Kirkland, Washington-based wireless
carrier Clearwire Corp.  The outlook is stable.

Additionally, S&P assigned a 'B+' issue-level rating to co-
borrowers Clearwire Legacy LLC's and Clearwire XOHM LLC's
$1.24 billion and $179 million senior secured term loans.  The
recovery rating on both loans is '1', indicating expectations for
very high (90%-100%) recovery in the event of payment default.
Total debt outstanding is approximately $1.4 billion.

"The very low speculative-grade rating on Clearwire reflects S&P's
opinion that the company will have large EBITDA losses and
discretionary cash flow deficits for at least several years," said
Standard & Poor's credit analyst Allyn Arden, "coupled with a
substantial debt burden."  It also reflects S&P's view that it has
a vulnerable business position as a developmental stage company
with uncertain growth prospects for fourth-generation wireless
broadband services, a limited operating history, technology risk,
and significant competition from existing wireline and wireless
broadband services.


COMMUNICATIONS & POWER: S&P Affirms 'B+' Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Rating Services affirmed its ratings, including
the 'B+' corporate credit rating, on Communications & Power
Industries Inc. and its parent, CPI International Inc.  The
outlook on both entities is revised to stable from positive.

"The outlook revision reflects a reduced likelihood of an upgrade
in the next 6 to 12 months due to weakness in certain end markets
and declining margins," said Standard & Poor's credit analyst
Christopher DeNicolo.  The global economic slowdown is causing
customers in the medical and commercial communications markets to
delay orders, likely resulting in lower sales in these segments in
fiscal 2009 (ending Oct. 2, 2009).  The firm's largest market,
radar and electronic warfare, is likely to remain fairly flat,
although orders for some programs continue to be delayed, with
growth expected for military communications products.  Overall,
S&P expects revenues and earnings in 2009 to be lower than 2008.
Delays in certain defense orders, lower margins at an acquired
company and a higher portion of development work resulted in
operating margins (before depreciation and amortization) in 2008
deteriorating somewhat to a still good 17%, with a further slight
decline possible in 2009.

Despite likely lower revenues and earnings in 2009, credit
protection measures are expected to remain flat or improve
slightly, with funds from operations to debt in the midteens
percentage range and EBITDA interest coverage above 3x.  Debt to
EBITDA, which peaked in 2005 at over 5x, declined to 3.6x in 2008
and should remain in the 3.5x-4x range in 2009.  However, previous
expectations were FFO to debt around 20%, EBITDA interest coverage
of 5x, and debt to EBITDA below 3x.  S&P expects the company to
generate about $20 million of free cash flow this year, which it
will likely use for debt reduction.

The ratings on CPI reflect a highly leveraged financial profile
and modest scope of operations, offset somewhat by leading
positions in niche markets.  The company is a leading provider of
vacuum electron devices used in commercial and defense
applications requiring high-power and/or high-frequency power
generation.  VEDs are used in radar, electronic warfare, satellite
communications, and certain medical, industrial, and scientific
applications.  In 2007, the company acquired Malibu Research
Associates Inc., which designs and manufactures advanced antenna
systems for radars and data links.

Although revenues and earnings are likely to decline in 2009,
credit protection measures should be fairly stable as moderate
free cash flows are used to repay debt.  S&P could revise the
outlook to positive if operating margins stabilize and markets
begin to improve in the latter portion of 2009, resulting in FFO
to debt approaching 20% and debt to EBITDA below 3.5x, with
further improvement expected in 2010.  Although S&P believes it's
less likely, S&P could revise the outlook to negative if debt to
EBITDA increases above 4.5x due to lower cash generation, weaker
profitability, or acquisitions.


CONNIE GRAY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Connie Gail Gray
        341 Mother Vineyard Road
        Manteo, NC 27954

Bankruptcy Case No.: 09-00097

Chapter 11 Petition Date: January 7, 2009

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

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: $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/nceb09-00097.pdf

The petition was signed by Connie Gail Gray.


DEATH ROW: Wide Awake Entertainment Will Keep Company Logo
----------------------------------------------------------
Marc Weisblott at Eye Weekly reports that Wide Awake Entertainment
will keep Death Row Records' logo of a hooded figure strapped to
an electric chair.

Wide Awake CEO Lara Lavi said that the logo will be getting a less
malevolent makeover for the marketplace, Eye Weekly relates.  "The
label is no longer destined for death.  We have given it a full
pardon," the report quoted her as saying.

As reported by the Troubled Company Reporter on Jan. 20, 2009,
Wide Awake won the right to purchase Death Row Records for about
$18 million during an auction in Los Angeles.  Death Row's assets
include recordings by prominent rap stars like Snoop Dogg and Dr.
Dre.

Ms. Lavi said, "It's a new year for Death Row and all the
artists that made the label great."

Singer and songwriter Sean Jones stated, "I have been in artist
development with WIDEawake since their beginning and their
business decision to go forward with this Death Row acquisition is
great news for me as my partners are now positioned to capture
world attention for all their projects.  I am living proof that
WIDEawake is all about the artists for every music project it
acquires and develops."

                          About Death Row

Headquartered in Compton, California, Death Row Records Inc.
-- http://www.deathrowrecords.net/-- is an independent record
producer.  The company and its owner, Marion Knight, Jr., filed
for chapter 11 protection on April 4, 2006 (Bankr. C.D. Calif.
Case No. 06-11205 and 06-11187).  Daniel J. McCarthy, Esq., at
Hill, Farrer & Burrill, LLP, and Robert S. Altagen, Esq.,
represent the Debtors in their restructuring efforts.  R. Todd
Neilson serves as chapter 11 Trustee for the Debtors' estate.  The
U.S. Trustee for Region 17 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  The Committee selected
Pachulski Stang Ziehl & Jones as its counsel.  When the Debtors
filed for protection from their creditors, they listed total
assets of $1,500,000 and total debts of $119,794,000.


DIAMOND ALEXANDRIA: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Diamond Alexandria LLC
        dba Monarch Retail, LLC
        3925 Old Lee Highway, Suite 53B
        Fairfax, VA 22030

Bankruptcy Case No.: 09-10461

Chapter 11 Petition Date: January 22, 2009

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: Stephen E. Leach, Esq.
                  sleach@ltblaw.com
                  Leach Travell Britt, PC
                  8270 Greensboro Drive, Suite 1050
                  McLean, VA 22102
                  Tel: (703) 584-8902
                  Fax: (703) 584-8901

Estimated Assets: $50 million to $100 million

Estimated Debts: $50 million to $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
CHT Construction Company LLC   trade debt;       $13,100,000
1110 Vermont Ave., Suite 200   unsecured:
NW Washington, DC 20005        $8,260,625
Tel: (202) 789-0770

Moore & Lee, LLP               trade debt        $154,675
1650 Tysons Blvd., Suite 1150
Mc Lean, VA 22102
Tel: (703) 506-2050

Wheatley Law Firm, PLC         legal services    $145,026
5900 Centreville Road
Suite 303
Centreville, VA 20121
Tel: (703) 631-4512

Ryco Associates                trade debt        $122,068

Cooley Godward Kronish LLP     legal services    $93,892

Continental Construction       trade debt        $29,826
Services, LLC

GHT Limited                    trade debt        $91,219

William T. Freyvogel           trade debt        $88,157

KT Electric, Inc.              trade debt        $75,127

John Vitale & Sons, Inc.       trade debt        $63,014

Hart, Calley, Gibbs & Karp     trade debt        $33,860
PC Inc.

Rasoul Termeh                  trade debt        $89,023

Medardo Ticona-Gonzalez        trade debt        $88,157

Counselor Resource Group, LLC  trade debt        $22,791

Enexdi                         trade debt        $28,681

PFP Engineering and Design     trade debt        $21,000
Inc.

Jang-Soon Ahn                  trade debt        $19,425

John J. Tregoning              trade debt        $11,944

Matson Freyvogel PC            legal services    $11,849

Moore Construction Services    trade debt        $9,999

The petition was signed by Mohammed Al-Motawakil, authorized
representative.


DIVITO PARK: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Divito Park, Inc.
        101 Frankie Lane
        Leisenring, PA 15455

Bankruptcy Case No.: 09-20100

Chapter 11 Petition Date: January 7, 2009

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Robert H. Slone, Esq.
                  Mahady & Mahady
                  223 South Maple Avenue
                  Greensburg, PA 15601
                  Tel: (724) 834-2990
                  Email: robert.slone@7trustee.net

Estimated Assets: $0 to $50,000

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

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

            http://bankrupt.com/misc/pawb09-20100.pdf

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


DOUGLAS LEVINGS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Douglas R. Levings
        68 Shell Drive
        North Chatham, MA 02650

Bankruptcy Case No.: 09-10206

Chapter 11 Petition Date: January 13, 2009

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

Judge: William C. Hillman

Debtor's Counsel: Michael R. Levin, Esq.
                  Attorney Michael R. Levin
                  1500 Providence Highway, Suite 36
                  Norwood, MA 02062
                  Tel: (781) 255-1300
                  Fax: (781) 255-1335
                  Email: mrlbcy@hotmail.com

Total Assets: $4,328,770

Total Debts: $5,754,835

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

            http://bankrupt.com/misc/mab09-10206.pdf

The petition was signed by Douglas R. Levings.


DURA AUTOMOTIVE: Wants to Become Private Company
------------------------------------------------
Ryan Beene at Crain's Detroit Business reports that DURA
Automotive Systems Inc. will go private.

Crain's Detroit relates that DURA Automotive asked its
shareholders' permission to stop filing financial reports with the
U.S. Securities and Exchange Commission.

Crain's Detroit quoted DURA Automotive's vice president of global
marketing Sean McGuire as saying, "Being public is a large expense
and management time distraction.  As we have a very small group of
investors, we are not required to be public and thus don't need to
go through this effort or expense.  The (SEC) filing is the first
step in being classified as a private company."

According to Crain's Detroit, DURA Automotive had 48 holders of
its common stock as of Jan. 1, 2009, and is eligible to cancel its
common stock as it has fewer than 300 holders.

DURA Automotive registered its stock after emerging from Chapter
11 in June 2008, but it isn't actively traded, Crain's Detroit
says.  According to the report, DURA Automotive hasn't filed its
financial statements on time.  The report states that DURA
Automotive isn't able to be traded on the OTC exchange because it
is not up to date with its SEC filings.  DURA said in a statement
in June 2008 that it expected to file its first on-time quarterly
report with the SEC for the second quarter of 2009.

DURA Automotive, according to Crain's Detroit, said that it would
continue to furnish "some, but not all" of the information
required by SEC quarterly and annual financial reporting standards
to its common stock holders if the shareholders were to approve
the amendment.

                       About DURA Automotive

Rochester Hills, Michigan-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA's
operating divisions supply Aston Martin, Audi, Bentley, BMW,
Brilliance, Chevy, Chrysler, Daimler, Fiat, Ford, General Motors,
Honda, Jaguar, Land Rover, Mahindra, NedCar, NUMMI, Porsche, PSA
Peugeot Citroen, Renault-Nissan, SAIC, Ssangyong, Suzuki, Tata,
Toyota, Volkswagen and many leading Tier 1 automotive suppliers.

The company has three locations in Asia -- China, Japan and Korea.
It has locations in Europe and Latin-America, particularly in
Mexico, Germany and the United Kingdom.

The Debtors filed for chapter 11 petition on Oct. 30, 2006,
(Bankr. D. Del. Case No. 06-11202). Marc Kieselstein, P.C., Esq.,
Roger James Higgins, Esq., and Ryan Blaine Bennett, Esq., at
Kirkland & Ellis LLP; and Daniel J. DeFranseschi, Esq., and Jason
M. Madron, Esq., at Richards Layton & Finger, P.A. Attorneys
represented the Debtors as bankruptcy counsel.  Baker & McKenzie
served as the Debtors' special counsel.  Togut, Segal & Segal LLP
served as the Debtors' conflicts counsel.  Miller Buckfire & Co.,
LLC acted the Debtors' investment banker.  Glass & Associates
Inc., gave financial advice to the Debtor.  Kurtzman Carson
Consultants LLC handled the notice, claims and balloting for the
Debtors.  Brunswick Group LLC acted as Corporate Communications
Consultants for the Debtors.

As of Jan. 31, 2008, the Debtor had $1,503,682,000 in total
assets and $1,623,632,000 in total liabilities.

On April 3, 2008, the Court approved the Debtors' revised
Disclosure Statement explaining their revised Chapter 11 plan of
reorganization.  On June 27, 2008, the Debtors emerged from
Chapter 11 bankruptcy protection.


EL PASO: Moody's Affirms Ratings on $1.425 Mil. Bonds to 'Ba3'
--------------------------------------------------------------
Moody's Investors Service has affirmed the ratings on various
series of El Paso Housing Finance Corporation, Multifamily
Mortgage Revenue Bonds (American Village Communities - Wallington
Plaza and Timberwolf Apartments) Series 2000.  The rating on
$8,640,000 of outstanding Senior Series 2000A bonds is A3.  The
Series 2000B bonds have matured. The rating on $1,300,000 of
outstanding Subordinate Series 2000C bonds is Baa3.  The rating on
$1,425,000 of outstanding Junior Subordinate Series 2000D bonds is
Ba3.  The outlook on all outstanding series of bonds is stable.
The rating affirmations reflect the strong financial performance
of the property during 2007 and resulting high debt service
coverage levels.

Legal security: The bonds are secured by rental revenues from
Wallington Plaza and Timberwolf Apartments, as well as several
reserve funds held by the Trustee and pledged to the benefit of
bondholders.

Interest rate derivatives: none

                         Credit Strengths

* Financial performance was consistent in 2007 with 2006 levels;
  Moody's-adjusted debt service coverage levels based upon audited
  financial statements for FY2007 show debt service coverage of
  1.66x for Series 2000A bonds, 1.43x for Series 2000C bonds and
  1.21x for Series 2000D bonds.  These coverage levels are
  consistent with coverage levels reported during FY2006.  The
  debt service coverage levels are calculated based on annual debt
  service for each year and consider the contributions to the
  replacement reserve fund as operating expenses.

* Physical occupancy remains high, with 2007 data showing a 97%
  occupancy rate, which is an improvement from 2006 occupancy
  levels.

* Management continues to maintain Timberwolf and Wallington Plaza
  through various capital repairs funded by excess operating cash
  as well as funds available in the replacement reserve fund.

* According to the unaudited, rolling ledger provided by the
  property management, debt service coverage improved during 2008

                        Credit Challenges

* Properties are located in El Paso, Texas, which offers
  competitive single family housing alternatives to multifamily
  housing.

* Risks inherent in the affordable multifamily housing sector.
  Moody's considers this housing sector particularly volatile due
  to the market forces that determine occupancy rates and the
  number of underperforming properties that Moody's reviews.

                              Outlook

The outlook on the bonds has been affirmed at stable. The outlook
reflects the consistent performance of the property and debt
service coverage levels.

                 What could change the rating - UP

* Significant and consistent improvement in debt service coverage.

The Series 2000A bonds already carry one of the highest ratings in
Moody's portfolio of unsubsidized multifamily housing credits.

               What could change the rating - DOWN

* Decline in debt service coverage for any series of bonds

* Decline in occupancy rates and a resulting increase in economic
  vacancy

The last rating action for this program was taken on December 19,
2007 when the ratings on each outstanding series of bonds were
affirmed.


ERIBERTO FERNANDEZ: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Eriberto Fernandez
        256 Cross Aenue
        Salinas, CA 93905

Bankruptcy Case No.: 09-50135

Chapter 11 Petition Date: January 12, 2009

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Debtor's Counsel: Paul E. Manasian, Esq.
                  Law Offices of Manasian and Rougeau
                  400 Montgomery St. #1000
                  San Francisco, CA 94104
                  Tel: (415) 291-8425
                  Email: manasian@mrlawsf.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
together with its petition.

The petition was signed by Eriberto Fernandez.


EAUTOCLAIMS INC: October 31 Balance Sheet Upside Down by $954,636
-----------------------------------------------------------------
eAutoclaims, Inc.'s balance sheet as of October 31, 2008, showed
total assets of $2,460,076 and total liabilities of $3,414,712,
resulting in total stockholders' deficiency of $954,636.

"For the three-months ended October 31, 2008 net loss totaled
approximately $358,000.  This amount includes approximately
$27,000 of the gain recognized on our fiscal year 2006 building
sale-leaseback transaction and approximately $102,000 of non-cash
charges representing depreciation.  For the three months ended
October 31, 2007 net loss totaled approximately $651,000.  This
amount includes approximately $27,000 of the gain recognized on
our fiscal year 2006 building sale-leaseback transaction and
approximately $165,000 on non-cash charges, including
depreciation," Jeffrey Dickson, president and chief executive
officer, and Larry Colton, chief financial officer and principal
accounting officer, disclosed in a regulatory filing dated
January 21, 2009.

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

According to Mr. Dickson and Mr. Colton, the company's plan and
ability to continue as a going concern is primarily dependent upon
the ability to grow revenue through existing and new lines of
business and attract additional capital through debt or equity
financing.  "There can be no assurance that the company will be
able to grow revenues or secure sufficient additional financing to
meet future obligations."

"At October 31, 2008, we had approximately $126,000 in cash and
cash equivalents.  This is a decrease of approximately $133,000
from July 31, 2008.  We have a working capital deficiency of
approximately $2.7 million as of October 31, 2008 compared to a
deficiency of approximately $2.3 million as of October 31, 2007.
Other than working capital generated from operations, our
primary source of working capital during the three-months ended
October 31, 2008, was from borrowings against the line of credit
we had established with our bank.  During the period ended
October 31, 2008 we borrowed a total of $75,000 against this line
of credit, which represented the total amount available to us.
At October 31, 2008 we had a balance due on the credit line of
$72,864."

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?3895

                         About eAutoclaims

eAutoclaims, Inc., is a Nevada corporation which provides Internet
based vehicle collision claims services for insurance companies,
Managing General Agents, third party claims administrators and
self-insured automobile fleet management companies.  The company
accepts assignment of claims from customers, and provides vehicle
repairs through a network of repair shops.  The company also
handles estimate, audit and claims administration services for
claims for which the company does not perform the repair.  The
company uses the Internet to streamline and lower the overall
costs of automobile repairs and the claims adjustment expenses of
its clients.


EURWAY INC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Eurway, Inc.
        d/b/a Eurway Dallas
        d/b/a Eurway Austin
        d/b/a Emerald Design Center
        d/b/a Eurway Houston
        d/b/a Eurway Frisco
        4720 Alpha Rd.
        Dallas, TX 75244

Bankruptcy Case No.: 09-30274

Chapter 11 Petition Date: January 12, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: John Mark Chevallier, Esq.
                  McGuire, Craddock & Strother
                  3550 Lincoln Plaza
                  500 N. Akard St.
                  Dallas, TX 75201
                  Tel: (214) 954-6800
                  Fax: (214) 954-6801
                  Email: mchevallier@mcslaw.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/txnb09-30274.pdf

The petition was signed by Paul R. Smith, Chief Financial Officer
of the company.


FIFTH AVENUE: ABN AMRO to Hold Public Auction Sale of LKI Shares
----------------------------------------------------------------
ABN AMRO Bank N.V., as secured creditor, disclosed in a notice
that it will conduct as public auction sale on Feb. 2, 2009, at
2:00 p.m. E.S.T. at the offices of Cadwalader, Wichersham & Taft
LLP, One World Financial Center, Suite 3900, in New York, of
certain shares of Lazare Kaplan International Inc. owned by Fifth
Avenue Group LLC.

The winning bidder will be purchasing the LKI shares subject to
any and all applicable restrictions, including substantial
restrictions as set out in the stock purchase agreement by and
between Fifth Avenue and LKI, dated Jan. 18, 2002, and related
documents.  In addition, the LKI shares are being sold on an "as
is, where is" basis with no representations and warranties.

Final bids must be submitted by Feb. 2, 2009, at 11:00 a.m. EST to
Cadwalader, Wichersham & Taft LLP, Attention: Ingrid Bagby, ABN
Auction.  Each prospective bidder must be a financial institution
or other qualified entity with the financial wherewithal to
purchase the LKI shares in good funds on the date of sale, as
determined solely by ABN.  Any successful bidder must satisfy all
the transfer restrictions relating to the LKI shares, as well as
any bidder qualifications set out by ABN.

For more information, please fax attorneys for ABN:

        Cadwalader, Wickersham & Taft LLP
        Attn: Gergory M. Petrick, Esq.
              Ingrid Bagby, Esq.
        ABN Auction
        Fax: (212) 504-6666

Fift Avenue Group LLC's Complaint for a Declaratory Judgement and
Other Relief against Lazare Kaplan International Inc. and Mellon
Investor Services remains pending in the Supreme Court of the
State of New York, County of New York.

The complaint seeks a declaratory judgement that 1,180,000 shares
of the LKI stock purchased by Fifth Avenue from LKI in a private
sale in January 2002 are not "restricted stock" pursuant to Rule
144(k) of the Securities Exchange Act of 1934 and that any
subsequent purchaser of such shares would not be subject to an
irrevocable proxy granted to Maurice and Leon Tempelsman by Fifth
Avenue in connection with the private sale.  (Lloyds Corporate
Litigation Reporter, Feb. 1, 2008)

Lazare Kaplan International Inc. cuts, polishes, and sells
proportioned diamonds.  The company is headquartered in New York
City.


FOAMEX LP: Missed Payment on $7.3MM in Loans Cue S&P's 'D' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Foamex L.P. to 'D' from 'CCC+'.  At the
same time, S&P lowered the issue-level rating on the company's
$425 million first-lien term loans to 'D' from 'CCC+', with a
recovery rating of '4', indicating S&P's expectation for average
(30% to 50%) recovery in the event of a payment default.  S&P also
lowered the issue-level rating on the company's
$175 million second-lien term loans to 'D' from 'CCC-', and the
recovery rating is '6', indicating S&P's expectation for
negligible (0% to 10%) recovery in the event of a default.

The downgrade follows the announcement that Foamex missed the
$7.3 million interest payment on its first-lien and second-lien
term loans that was due by Jan. 21, 2009.  Currently, the company
is in discussions with its first- and second-lien lenders to
restructure its balance sheet and negotiate more favorable terms.


FOAMEX LP: Moody's Slashes Probability of Default Rating to 'D'
---------------------------------------------------------------
Moody's Investors Service downgraded Foamex L.P.'s Probability of
Default Rating to D from Caa2 and its Corporate Family Rating to
Ca from Caa2.  Moody's also downgraded the company's first lien
term loan to Ca from Caa2 and its second lien term loan to C from
Caa3. The outlook is negative.

The downgrades follow the recent announcement by Foamex
International Inc., Foamex L.P.'s parent holding company that its
has not made the $7.3 million interest payment on its first and
second lien loans that was due by January 21, 2009, the end of the
applicable grace period.  As a result of the default, the lenders
may require all amounts outstanding and exercise all their rights
and remedies.

These ratings/assessments were affected by this action:

  -- Corporate family rating lowered to Ca from Caa2;

  -- Probability of default lowered to D from Caa2;

  -- $325 million first lien senior secured term loan due 2013
     downgraded to Ca from Caa2, but its loss given default
     assessment remains (LGD4, 51%); and,

  -- $47 million second lien senior secured term loan due 2014
     downgraded to C from Caa3, but its loss given default
     assessment remains (LGD5, 82%).

The last rating action was on January 12, 2009 at which time
Moody's downgraded Foamex's corporate family rating to Caa2.

Foamex International Inc., headquartered in Media, Pennsylvania
and operating primarily through its wholly-owned subsidiary Foamex
L.P., is a leading manufacturer and distributor of flexible
polyurethane and advanced polymer foam products.  Last twelve
months revenues through September 28, 2008 approximated
$980 million. D.E. Shaw Laminar Portfolios L.L.C. through its
affiliates is the primary owner of Foamex.


FORBES ENERGY: Moody's Checks 'B2' Ratings for Possible Downgrade
-----------------------------------------------------------------
Moody's Investors Service placed Forbes Energy Services LLC's
ratings under review for possible downgrade following the
company's commencement of a consent solicitation from its senior
secured bondholders to amend certain indenture provisions.  The
ratings under review include Forbes' B2 corporate family rating
and probability of default rating, and the B2, LGD4 (54%) rating
on the company's $205 million senior secured notes.

The main purpose of the consent solicitation is to amend the
definition of net income to provide for the exclusion of certain
non-cash charges related to deferred income taxes that arose at
the time of the May 2008 reorganization pursuant to which Forbes
became a wholly owned subsidiary of Forbes Energy Services Ltd,
and goodwill and/or other long-lived asset impairments that the
company expects to record in the fourth quarter of 2008.  The
proposed amendment would allow the company to remain in compliance
with the capital expenditures limitation contained in the
indenture for the year ended December 31, 2008.  Without this
amendment the company expects to be in violation of this covenant
which would be an event of default under the senior secured notes
indenture.

In addition to monitoring Forbes' progress with the consent
offering, Moody's review will focus on the company's current
liquidity and expectations for earnings and cash flows in 2009
given the weaker demand for the company's workover rigs and
related services and the potential for further deterioration in
market conditions.

The last rating action was on January 29, 2008 when Moody's
assigned Forbes the B2 CFR and B2 rating on its senior secured
notes.

Forbes Energy Services is an oilfield services company based in
Alice, Texas.


FREDDIE MAC: Gov't to Seek Up to $35BB in Funding From TARP
-----------------------------------------------------------
Prabha Natarajan and Tony Cooke at The Wall Street Journal report
that Freddie Mac said that the government, to offset projected
losses in the company's mortgage portfolio, will seek up to
$35 billion of additional funding from the $100 billion credit
line the Treasury established.

WSJ states that under the terms of the Fannie Mae and Freddie Mac
lines of credit, the Treasury, upon request, will provide funds to
one of the firms after any quarter in which it reports negative
net worth.  The Federal Housing Finance Agency, the conservator of
Fannie Mac and Freddie Mac, will ask for the funds, the report
says.

According to WSJ, Freddie Mac drew $13.8 billion from the credit
line in the third quarter 2008.  The report says that Freddie Mac
is on track to use almost half of the line of credit in less than
five months.  WSJ quoted Barclays Capital agency-debt strategist
Rajiv Setia as saying, "They are going through the $100 billion
pretty fast, and the next couple of quarters aren't going to be
pretty either."

WSJ relates that Freddie Mac said that it arrived at the estimate
for new funds after a preliminary analysis of its fourth-quarter
financial statements.  Mr. Setia, according to the report, doubts
that Freddie Mac's estimates for its fourth quarter results would
change significantly.

Freddie Mac, WSJ reports, said it reached a settlement to let J.P.
Morgan Chase & Co. become the servicer for mortgages that were
previously serviced by Washington Mutual Bank.

On Sept. 6, 2008, the Director of the Federal Housing Finance
Agency (FHFA) appointed FHFA as Conservator of Freddie Mac.

Total mortgage portfolio has increased at an annualized rate of
5.0% year-to-date and increased 4.1% in December.

The aggregate unpaid principal balance (UPB) of Freddie Mac's
mortgage-related investments portfolio (formerly known as the
retained portfolio) declined to $804.8 billion at December 31,
2008.

The amount of mortgage-related investments portfolio mortgage
purchase and sale agreements entered into during the month of
December totaled $25.4 billion, up from the $15.0 billion entered
into during the month of November.

Total guaranteed PCs and Structured Securities issued increased
5.1% during 2008 and increased at a rate of 0.4% in December.

The single-family delinquency rate was 172 basis points in
December, up from 152 basis points in November and 65 basis points
in December 2007.

Other Investments includes $45.3 billion of cash and cash
equivalents, $10.2 billion of securities purchased under
agreements to resell and federal funds sold, and $8.8 billion of
non-mortgage investments as of December 31, 2008.

The measure of our exposure to changes in portfolio market value
(PMVS-L) averaged $260 million in December.  Duration Gap averaged
one month.

Freddie Mac won't issue another Reference Notes(R) security in
January.  The company's 2009 Reference Notes and Reference
REMIC(R) calendar designates dates that it may use to announce the
issuance of Reference Notes securities.

                      About Freddie Mac

The Federal Home Loan Mortgage Corporation -- (FHLMC) NYSE: FRE --
commonly known as Freddie Mac, is a stockholder-owned government-
sponsored enterprise authorized to make loans and loan guarantees.
Freddie Mac was created in 1970 to provide a continuous and low
cost source of credit to finance America's housing.

Freddie Mac conducts its business primarily by buying mortgages
from lenders, packaging the mortgages into securities and selling
the securities -- guaranteed by Freddie Mac -- to investors.
Mortgage lenders use the proceeds from selling loans to Freddie
Mac to fund new mortgages, constantly replenishing the pool of
funds available for lending to homebuyers and apartment owners.


FREESCALE SEMICONDUCTOR: Lehman Did Not Honor Borrowing Request
---------------------------------------------------------------
Freescale Semiconductor Inc. received approximately $184 million
by making a draw under its $750 million revolving credit facility
under its Credit Agreement, which expires in 2012.

Freescale Semiconductor noted, however, that the company's
borrowing request was not honored by Lehman Commercial Paper, Inc.

The company's revolving credit facility includes a $60 million
commitment from Lehman Commercial Paper, Inc., which filed for
bankruptcy on Oct. 5, 2008.

"[The draw-down under the loan] improves the company's financial
flexibility as we continue to execute our business plans," said
Alan Campbell, senior vice president and chief financial officer.

The company had cash and cash equivalents totaling approximately
$1.4 billion at the fourth quarter ended Dec. 31, 2008.

The company previously received $460 million under its revolving
credit facility in October 2008 and has approximately $23 million
in letters of credit outstanding under the revolving credit
facility.

                   About Freescale Semiconductor

Austin, Texas-based Freescale Semiconductor --
Http://www.freescale.com/ -- designs and manufactures embedded
semiconductors for the automotive, consumer, industrial,
networking and wireless markets.  The privately held company has
design, research and development, manufacturing or sales
operations around the world.

                           *     *     *

As reported by the Troubled Company Reporter on January 20, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Freescale Semiconductor Inc. to 'B-' from 'B+' and
removed the rating from CreditWatch, where it was placed on
October 3, 2008, with negative implications.  At the same time,
S&P lowered its senior secured rating to 'B-' from 'BB' and
changed S&P's recovery rating on these issues to '3' from '1',
indicating expectations for meaningful (50%-70%) recovery in the
event of payment default.

S&P lowered its senior unsecured and subordinated ratings to 'CCC'
from 'B-'.  The recovery rating remains '6' on these issues,
indicating negligible (0-10%) recovery in the event of a payment
default.  The outlook is negative.

S&P said the rating actions reflect its view of Freescale's near-
to-intermediate-term operating prospects and related credit
measures, which S&P believes will be adversely affected by the
current economic environment.

                      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.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc. and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL MOTORS: Stops Efforts to Downsize Dealer Networks
---------------------------------------------------------
Sharon Terlep at The Wall Street Journal reports that General
Motors Corp. and Chrysler Corp. have stopped efforts to downsize
their dealer networks.

WSJ relates that Chrysler Vice President Jim Press said that the
company doesn't have a target for the number of dealers that
should close.  The report states that of the 287 Chrysler dealers
to go out of business last year, 92 left as part of Chrysler's
strategy to get its Chrysler, Dodge, and Jeep brand dealers "under
the same roof," while about 195 left for economic and other
reasons.  The report quoted Mr. Press as saying, "We want to
consolidate, but not at the risk of losing market share."

GM sales Chief Mark LaNeve, according to WSJ, said that the
company is less active in its dealers' affairs, partly because it
doesn't have resources help dealers close or merge.  GM said it
will choose 750 of 6,450 stores from its dealer network as part of
a viability plan presented to the government for a requested
financial assistance.  According to the report, Mr. LaNeve said,
"It costs money to consolidate.  And we've slowed down the
activity while we figure out our brand and nameplate situation."

WSJ states that Ford Motor Co. said that its strategy is
unchanged.  Citing Ford Motor's U.S. sales and marketing vice
president Ken Czubay, the report says that the company is worried
that drastic cost cutting at dealerships threatens the business.

According to WSJ, the National Automobile Dealer Association
predicted in December that 900 dealerships would go out of
business in 2008.  WSJ relates that about 1,000 GM, Ford Motor Co.
and Chrysler auto dealers collapsed in 2008, including:

     -- 300 Ford Motor dealers,
     -- 401 GM dealers, and
     -- 287 Chrysler dealers.

Citing consulting firm Grant Thornton, WSJ says that about 2,500
of the 25,000 new vehicle dealerships in the U.S. will shut down
this year.  Grant Thornton, according to the report, said that
5,000 would have to close to have a healthy level for this year's
anticipated level of auto sales.  The report quoted Grant Thornton
dealer restructuring expert Paul Melville as saying, "Auto makers
have had these plans to reduce dealers, but the cost of
implementing those schemes is intensive.  Now market conditions
are forcing dealers to consolidate."

                   About General Motors

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

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

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

                       *     *     *

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

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

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

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


GOOCH'S POWER: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Wendy Lee at The Tennessean reports that Gooch's Power Sports Inc.
has filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the Middle District of Tennessee.

Court documents say that Gooch's Power listed $378,838 in assets
and almost $1.05 million in liabilities.

Gooch's Power, according to The Tennessean, said that part of the
loss in cash was due to the firm's own workers stealing its
revenues.  Court documents say that Gooch's Power learned that a
parts manager ordered in March 2008 $150,000 worth of inventory
that could be sold for $15,000 and stole an unknown amount of cash
from the register.  A service department worker stole in 2007
about $17,000 in cash, according to court documents.

Court documents state that First Bank -- owed $294,481.16 for the
vehicles-floor plan that includes pre-owned motorcycles and new
scooters -- and Textron Financial, owed $281,250, are among
Gooch's Power's largest creditors.

Gooch's Power Sports Inc. -- http://www.goochspowersports.com--
is based in Madison, Wisconsin.  It is one of the area's largest
dealers of used and motorcycle and all terrain vehicles.


GSC HOLDINGS: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: GSC Holdings, L.L.C.
        4282 N. Drinkwater Blvd.
        Scottsdale, AZ 85251
        Tel: (602) 307.0837

Bankruptcy Case No.: 09-00245

Chapter 11 Petition Date: January 7, 2009

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

Judge: Charles G. Case II

Debtor's Counsel: Mark J. Giunta, Esq.
                  Law Office of Mark J. Giunta
                  1413 N 3rd St.
                  Phoenix, AZ 85004-1612
                  Tel: (602) 307-0837
                  Fax: (602) 307-0838
                  Email: mark.giunta@azbar.org

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/azb09-00245.pdf

The petition was signed by Aron R. Mezo, Managing Member of the
company.


HARTMARX CORP: Files Chapter 11, Secures $160MM in DIP Financing
----------------------------------------------------------------
Hartmarx Corporation (HTMX) and its domestic U.S. subsidiaries
have filed voluntary petitions for protection under Chapter 11 of
the U.S. Bankruptcy Code.  In conjunction with the filing, the
Company's existing lenders have ratified and re-affirmed up to
$160 million of pre-petition commitments as a debtor-in-possession
(DIP) credit facility.  The DIP facility, subject to additional
terms and conditions, provides immediate liquidity while the
Company pursues strategic alternatives, enabling the Company to
pay vendors for goods and services received after the filing.

In addition, Hartmarx is seeking customary authority from the U.S.
Bankruptcy Court to continue operating its business in the
ordinary course, including the authority to make wage and salary
payments and to continue various benefits for employees.

The filing is principally the result of the substantial decline in
discretionary apparel purchases by consumers and by the Company's
retail customers, particularly at the luxury price points, coupled
with the significant contraction in borrowing capacity under the
Company's senior credit facility.  In addition, the contraction in
the credit markets has precluded the Company's ability to obtain
financing from alternative sources.  The Company intends to
continue operating its business in the normal course as management
focuses on developing and executing a restructuring plan, which
may include the sale of substantially all of its assets.

Homi Patel, chairman and chief executive officer of Hartmarx,
commented, "We believe that [the] filing and our DIP financing
provide us with sufficient funding and allows us to operate our
business currently as we pursue strategic alternatives.  In that
regard, we have retained Moelis & Company, LLC as our financial
advisor to evaluate strategic and financing alternatives,
including the identification of potential parties to invest in or
acquire the Company."

Mr. Patel noted that the Chapter 11 filing and DIP financing
should facilitate a return to more normal day-to-day business
operations.  "Hartmarx has been producing high quality clothing
for over 125 years.  As we pursue strategic alternatives, we will
continue to provide the same high quality apparel under the same
well-known and trusted brands.  Furthermore, we will continue to
be committed to our employees, suppliers, and customers.  With our
DIP financing, the relief we have requested in the Bankruptcy
Court, and the protections provided under Chapter 11 for post-
petition purchases, we are confident that our employees,
suppliers, and customers will continue to support us during this
period," Mr. Patel concluded.

The Company's Canadian and other non-U.S. affiliates have not
sought bankruptcy protection.

Based in Chicago, Illinois, Hartmarx Corp. --
http://www.hartmarx.com-- produces and markets business, casual
and golf apparel under its own brands, including Hart Schaffner
Marx, Hickey-Freeman, Palm Beach, Coppley, Monarchy, Manchester
Escapes, Society Brand, Racquet Club, Naturalife, Pusser's of the
West Indies, Brannoch, Sansabelt, Exclusively Misook, Barrie Pace,
Eye, Christopher Blue, Worn, One Girl Who . . . and b.chyll.  In
addition, the Company has certain exclusive rights under licensing
agreements to market selected products under a number of premier
brands such as Austin Reed, Burberry men's tailored clothing, Ted
Baker, Bobby Jones, Jack Nicklaus, Claiborne, Pierre Cardin, Lyle
& Scott, Golden Bear, Jag and Dr. Martens.  The Company's broad
range of distribution channels includes fine specialty and leading
department stores, value-oriented retailers and direct mail
catalogs.


HARTMARX CORP: Seeks Kurtzman Carson as Claims Agent
----------------------------------------------------
Hartmarx Corporation and its affiliated debtors ask the Hon. Bruce
W. Black of the United States Bankruptcy Court for the Northern
District of Illinois for permission to employ Kurtzman Carson
Consultants LLC.

The firm is expected to provide:

   a) consultation services

      -- preparation of service lists;
      -- preparation of claims registers and claims reports;
      -- claims reconciliation;
      -- preparation of exhibits for claims objections;
      -- custom data extraction & forensics;
      -- preference analysis;
      -- assist in preparation of SoFAs and schedules;
      -- preparation of ballot tabulations/disbursement reports;
      -- contract and lease collection and analysis;
      -- assist in preparation of exhibits to plan and disclosure
         statement;
      -- preparation of custom reports; and
      -- other services as requested by the Debtors.

   b) copy and notice services consistent with the applicable
      Local Rules of the Court and as requested by the Debtors.

   c) other services

      -- In addition to these enumerated responsibilities, the
         firm has agreed to provide other noticing, claims
         processing, balloting, and related administrative
         services as the Debtors may request from time to time.

      -- Moreover, the firm proposes to be appointed as agent for
         the office of the Clerk of the Court in these chapter 11
         cases and, as such, be designated as the authorized
         repository for all proofs of claim filed in these
         chapter 11 cases and authorized and directed to maintain
         official claims registers for each of the Debtors and to
         provide the Clerk's Office with a certified duplicate
         thereof as the Clerk's Office may direct.

The Debtors paid $30,000 retainer fee to the firm on Jan. 20,
2009.  The firm's professionals and their compensation rates are:

      Designation                         Hourly Rate
      -----------                         -----------
      Clerical                            $45-$65
      Project Specialist                  $80-$140
      Technology/Programming Consultant   $130-$195
      Consultant                          $145-$225
      Senior Consultant                   $230-$295
      Senior Management Consultant        $230-$295

Michael J. Frishberg, Esq., director of restructuring services of
the firm, assures the Court that the firm does not hold any
interest adverse to the Debtors' estates and is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

                          About Hartmarx

Based in Chicago, Illinois, Hartmarx Corp. --
http://www.hartmarx.com-- produces and markets business, casual
and golf apparel under its own brands, including Hart Schaffner
Marx, Hickey-Freeman, Palm Beach, Coppley, Monarchy, Manchester
Escapes, Society Brand, Racquet Club, Naturalife, Pusser's of the
West Indies, Brannoch, Sansabelt, Exclusively Misook, Barrie Pace,
Eye, Christopher Blue, Worn, One Girl Who . . . and b.chyll.  In
addition, the Company has certain exclusive rights under licensing
agreements to market selected products under a number of premier
brands such as Austin Reed, Burberry men's tailored clothing, Ted
Baker, Bobby Jones, Jack Nicklaus, Claiborne, Pierre Cardin, Lyle
& Scott, Golden Bear, Jag and Dr. Martens. The Company's broad
range of distribution channels includes fine specialty and leading
department stores, value-oriented retailers and direct mail
catalogs.


HARTMARX CORP: Wants Until April 7 to File Schedules & Statements
-----------------------------------------------------------------
Hartmarx Corporation and its affiliated debtors ask the Hon. Bruce
W. Black of the United States Bankruptcy Court for the Northern
District of Illinois to extend until April 7, 2009, for the
Debtors to file their schedules of assets and liabilities, and
statements of financial affairs.

The Debtors said they were unable to gather the information
necessary to prepare and file their schedules and statements.  The
Debtors said that there may be thousands of creditors and other
interested parties that likely will be included in its schedules
and statements.

                          About Hartmarx

Based in Chicago, Illinois, Hartmarx Corp. --
http://www.hartmarx.com-- produces and markets business, casual
and golf apparel under its own brands, including Hart Schaffner
Marx, Hickey-Freeman, Palm Beach, Coppley, Monarchy, Manchester
Escapes, Society Brand, Racquet Club, Naturalife, Pusser's of the
West Indies, Brannoch, Sansabelt, Exclusively Misook, Barrie Pace,
Eye, Christopher Blue, Worn, One Girl Who . . . and b.chyll.  In
addition, the Company has certain exclusive rights under licensing
agreements to market selected products under a number of premier
brands such as Austin Reed, Burberry men's tailored clothing, Ted
Baker, Bobby Jones, Jack Nicklaus, Claiborne, Pierre Cardin, Lyle
& Scott, Golden Bear, Jag and Dr. Martens. The Company's broad
range of distribution channels includes fine specialty and leading
department stores, value-oriented retailers and direct mail
catalogs.


HARTMARX CORP: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Hartmarx Corporation
        101 North Wacker Drive
        Chicago, IL 60606

Bankruptcy Case No.: 09-02046

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Anniston Sportswear Corporation                    09-02051
Briar, Inc.                                        09-02054
Chicago Trouser Company, Ltd.                      09-02056
C.M. Clothing, Inc.                                09-02059
C.M. Outlet Corp.                                  09-02060
Consolidated Apparel Group, Inc.                   09-02061
Country Miss. Inc.                                 09-02063
Country Suburbans, Inc.                            09-02065
Direct Route Marketing Corporation                 09-02068
E-Town Sportswear Corporation                      09-02070
Fairwood-Wells, Inc.                               09-02072
Gleneagles, Inc.                                   09-02074
Handmacher Fashions Factory Outlet, Inc.           09-02075
Handmacher-Vogel, Inc.                             09-02076
Hart Services, Inc.                                09-02078
Hart Schaffner & Marx                              09-02079
Hartmarx International, Inc.                       09-02080
Hickey-Freeman Co., Inc.                           09-02081
Higgins, Frank & Hill, Inc.                        09-02082
HMX Luxury, Inc.                                   09-02083
HMX Sportswear, Inc.                               09-02084
Hoosier Factories, Incorporated                    09-02085
HSM Real Estate, LLC                               09-02086
HSM University, Inc.                               09-02087
Intercontinental Apparel, Inc.                     09-02088
International Women's Apparel, Inc.                09-02089
Jaymar-Ruby, Inc.                                  09-02090
JRSS, Inc.                                         09-02091
Kuppenheimer Men's Clothiers Dadeville, Inc.       09-02092
Monarchy Group, Inc.                               09-02093
National Clothing Company, Inc.                    09-02094
NYC Sweaters, Inc.                                 09-02095
106 Real Estate Corp.                              09-02096
Robert's International Corporation                 09-02097
Robert Surrey, Inc.                                09-02098
Salhold, Inc.                                      09-02099
Seaford Clothing Co.                               09-02100
Simply Blue Apparel, Inc.                          09-02101
Society Brand, Ltd.                                09-02102
Sweaters.com Apparel, Inc.                         09-02103
TAG Licensing, Inc.                                09-02105
Tailored Trend, Inc.                               09-02106
Thorngate Uniforms, Inc.                           09-02107
Thos. Heath Clothes, Inc.                          09-02109
Trade Finance International Limited                09-02110
Universal Design Group, Ltd.                       09-02111
M. Wile & Company, Inc.                            09-02112
Winchester Clothing Company                        09-02114
Yorke Shirt Corporation                            09-02115
Zooey Apparel, Inc.                                09-02116

Type of Business: The Debtors produce and market business,
                  casual and golf apparel under its own brands,
                  including Hart Schaffner Marx, Hickey-Freeman,
                  Palm Beach, Coppley, Monarchy, Manchester
                  Escapes, Society Brand, Racquet Club,
                  Naturalife, Pusser's of the West Indies,
                  Brannoch, Sansabelt, Exclusively Misook, Barrie
                  Pace, Eye, Christopher Blue, Worn, One Girl Who
                  . . . and b.chyll.  In addition, the company
                  has certain exclusive rights under licensing
                  agreements to market selected products under a
                  number of premier brands such as Austin Reed,
                  Burberry men's tailored clothing, Ted Baker,
                  Bobby Jones, Jack Nicklaus, Claiborne, Pierre
                  Cardin, Lyle & Scott, Golden Bear, Jag and Dr.
                  Martens. The Company's broad range of
                  distribution channels includes fine specialty
                  and leading department stores, value-oriented
                  retailers and direct mail catalogs.

                  See: http://www.hartmarx.com

Chapter 11 Petition Date: January 23, 2009

Court: Northern District of Illinois

Judge: Bruce W. Black

Debtor's Counsel: George N. Panagakis, Esq.
                  Felicia Gerber Perlman, Esq.
                  Eric J. Howe, Esq.
                  Skadden, Arps, Slate, Meagher & Flom LLP
                  333 West Wacker Drive
                  Chicago, IL 60606
                  Tel: (312) 407-0700
                  Fax: (312) 407-0411
                  http://www.skadden.com/

Total Assets: $483,108,000 as of August 31, 2008

Total Debts: $261,220,000 as of August 31, 2008

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Wooyang Co.                    trade debt        $2,786,558
75 Maiden Lane
New York, NY 10038

Pacific Garment                trade debt        $1,207,127
719 S. Los Angeles St. #708
Los Angeles, CA 90014
Tel: (213) 622-9500

SAP America, Inc.              trade debt        $1,038,529
PO Box 7780-824024
Philadelphia, PA 19182

Rolex Garments Factory         trade debt        $1,011,027
Off Al Wahda Street
Industrial Area No 4
Sharjah, United Arab Emirates
4813

HMS International              trade debt        $869,560
GMAC Commercial
PO Box 403058
Atlanta, GA 30384

Gokaldas                       trade debt        $821,069
125 Roopena Agrahara
Madiwala
Bangalor India 123457
Tel: (212) 730-3950

Warren Corp.                   trade debt        $771,827
Intesa Sanpaolo SPA
PO Box 9098
New York, NY 1025
Tel: (212) 201-0249

Shina EMS Corp.                trade debt        $624,453
Attn: Dong Won Bang,
President
12F, Hae Kwang Bldg., 158-13
Samsung Dong
Kangnam-Gu, Seoul 135-880
KOREA

Marsh                          trade debt        $610,934
96772 Collection Center Drive
Chicago, IL 60693
Tel: (312) 627-6000

US Customs                     customs duties    $518,730

Trans International            trade debt        $492,378

Expediators International      trade debt        $457,908

PWC                            trade debt        $402,267

Hibernian                      trade debt        $356,021

Agency.Com                     trade debt        $361,673

Teklink International Inc.     trade debt        $345,809

Lee Fu Garment Factory LTD     trade debt        $341,736

Alltex EPZ Limited             trade debt        $327,869

Perry Ellis International      royalties         $312,500

Eighteen International Ltd.    trade debt        $307,096

Nicklaus Marketing, Inc.       royalties         $300,000

Textile Import LLC             trade debt        $298,147

Hong Kong Knitters             trade debt        $283,322

Preferred Care                 employee benefits $277,596

SBIS Inc. d/b/a Sun Bay Int'l  trade debt        $241,227

Knowledge Support Systems Inc. trade debt        $228,976

Prominent USA, Inc.            trade debt        $224,211

Industrias Cavalier            trade debt        $222,827

Vitale Barberis Canonico SPA   trade debt        $216,691

The petition was signed by Glenn R. Morgan, chief financial
officer.


HEALTHMARKETS INC: Fitch Downgrades Issuer Default Rating to 'BB'
-----------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating of
HealthMarkets, Inc. to 'BB' from 'BBB-'and the Issuer Financial
Strength rating of its primary insurance subsidiaries to 'BBB'
from 'BBB+'.  The Rating Outlook is Negative.

HealthMarkets' nine month 2008 financial results reflect operating
weakness relative to prior years.  While some of the performance
is tied to run-off or sold business lines, Fitch also recognizes
deterioration within the company's core health insurance
operations.  As of Sept. 30, 2008, Fitch's equity credit adjusted
leverage is very high at 53%, relative to peers.

The rating action reflects Fitch's expectations for continued
weakness in operating performance through 2009.  Despite the new
management team's efforts to strengthen and improve is products
and distribution, HealthMarkets will be challenged to demonstrate
a rebound in earnings 2009 due to a declining number of agents in
the company's captive agency force, increased migration of
membership to its lower margin health products, continued costs
associated with legal and regulatory issues, and non-recurring
charges.

The action also reflects Fitch's concern over the increase in the
company's already high financial leverage.  The company's debt
levels have remained flat relative to its declining capital and
earnings.  Fitch's estimated 2008 debt to EBITDA climbed to 6.6
times (x), up from 2.4x in 2007.  Operating weakness is also
affecting Fitch's 2008 estimated interest coverage which has
declined to 1.1x from 3.4x at year-end 2007.

Fitch favorably considers HealthMarkets' strong statutory
capitalization at its insurance subsidiaries, significant holding
company cash, and the company's high quality, liquid asset
portfolio.  In addition, despite the very challenging financial
market conditions, the company has experienced relatively few
problems within its asset portfolio.

Fitch will closely monitor management's ability to implement its
new strategies to build earnings and improve the company's
financial leverage.  The rating action also considers growing
pressures in the health insurance segment, driven by increasing
medical cost trends, low commercial enrollment growth, and
weakened economic conditions.

Fitch has downgraded the ratings of HealthMarkets and its primary
insurance subsidiaries:

HealthMarkets, Inc.

  -- IDR to 'BB' from 'BBB-'.

The Chesapeake Life Insurance Company

  -- IFS to 'BBB-' from 'BBB'.

The Mega Life and Health Insurance Company
Mid-West National Life Insurance Company of Tennessee

  -- IFS to 'BBB' from 'BBB+'.

Fitch has also removed the Negative Rating Watch and assigned a
Negative Rating Outlook to all of the above ratings.


HEREFORD BIOFUELS: Files Chapter 11, Seeks Sec. 363 Asset Sale
--------------------------------------------------------------
Panda Ethanol Inc.'s Hereford Biofuels subsidiary has filed a
voluntary petition for relief under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for
the Northern District of Texas.  The company intends to sell its
major asset, the Hereford ethanol refinery, pursuant to a Section
363 sale process approved by the bankruptcy court.  The bankruptcy
filing does not include Panda Ethanol, the parent company of the
Hereford subsidiary, and was precipitated by the refusal of one of
the project's leading banks to fund its loans, which the company
believes is a breach of the bank's financial commitment.

Although the ethanol refinery is in the late stages of
construction, on December 31, Panda Ethanol was notified by
Societe Generale, the administrative agent for the Hereford
subsidiary's lending syndicate, that one of the major syndicate
banks had informed Societe Generale that it would not fund its
share of further borrowing requests for the project.  After
repeated conversations with the syndicate and an unsuccessful
attempt to secure debtor-in-possession financing, the Hereford
subsidiary's management concluded that the only prudent option
available was to put the facility up for sale through a Section
363 sale process.

"Over the past many months, we have worked diligently to
successfully overcome a number of challenges," said Darol
Lindloff, chief executive officer of Panda Ethanol, "including
continued construction delays; the termination of the general
contractor, Lurgi, for cause; and the assumption of
responsibilities for managing the remaining construction at the
site.  We retired a $1.6 million loan, successfully negotiated the
granting of waivers that would extend construction deadlines to
February 28, and obtained $2.5 million in new working capital. We
also restructured the funding arrangements for the Hereford
subsidiary -- during a very difficult time in the capital markets
-- that would allow us to make borrowings of up to $31.5 million
to complete construction and bring this facility on line.  More
recently, we have been working to correct Lurgi design errors for
certain pipes and valves at the refinery.  But, when faced with
insufficient funding to complete and operate the project, we were
effectively presented with only one choice -- to seek the
protection of the courts and put the Hereford facility up for
sale."

The Hereford subsidiary is currently in negotiations with a
potential buyer.  Pursuant to Section 363 of the Bankruptcy Code,
other companies will have an opportunity to submit bids for the
facility under a court-supervised process.  The company expects
for a sale to close within 60 to 90 days.

In the interim, the Hereford subsidiary intends to seek approval
from the bankruptcy court to draw upon and use existing cash
collateral to fund ongoing operations.

Headquartered in Dallas, Texas, Panda Ethanol Inc. (PDAE:) --
http://www.pandaethanol.com-- is currently developing six 115
million gallon-per-year denatured ethanol projects located in
Texas, Colorado and Kansas.  Four of these facilities will each
generate the steam used in the ethanol manufacturing process by
gasifying upwards of 1 billion pounds of cattle manure per year.

Panda is currently constructing its first biomass-fueled refinery
in Hereford, Texas and anticipates ethanol production to commence
during the third quarter of 2008.  Once complete, the Hereford
facility will be one of the most fuel-efficient ethanol refineries
in the nation and the largest biomass-fueled ethanol plant in the
United States.

Panda Ethanol's founder is Panda Energy International, a privately
held company which has built more than 9,000 MW of electric
generation capacity at a cost of $5 billion.


HEREFORD BIOFUELS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Hereford Biofuels Holdings, LLC
        4100 Spring Valley Road, Suite 1002
        Dallas, TX 75244

Bankruptcy Case No.: 09-30452

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Hereford Biofuels, L.P.                            09-30453
PHE I, LLC                                         09-30454
PHE II, LLC                                        09-30456

Type of Business: The Debtor is a unit of Panda Ethanol Inc.
                  (OTC Bulletin Board: PDAE) which is currently
                  developing six 115 million gallon-per-year
                  denatured ethanol projects located in Texas,
                  Colorado and Kansas.  Four of these facilities
                  will each generate the steam used in the
                  ethanol manufacturing process by gasifying
                  upwards of 1 billion pounds of cattle manure
                  per year.

                  Panda is currently constructing its first
                  biomass-fueled refinery in Hereford, Texas and
                  anticipates ethanol production to commence
                  during the third quarter of 2008. Once
                  complete, the Hereford facility will be one of
                  the most fuel-efficient ethanol refineries in
                  the nation and the largest biomass-fueled
                  ethanol plant in the United States.

                  Panda Ethanol's founder is Panda Energy
                  International, a privately held company which
                  has built more than 9,000 MW of electric
                  generation capacity at a cost of $5 billion.

Chapter 11 Petition Date: January 23, 2009

Court: Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Gregory M. Gordon, Esq.
                  gmgordon@jonesday.com
                  Jones Day
                  2727 N. Harwood St.
                  Dallas, TX 75201
                  Tel: (214) 220-3939
                  Fax : (214) 969-5100

Estimated Assets: $50 million to $100 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Energy Products of Idaho       contract          $2,490,527
Attn: Kent Pope
4006 Industrial Avenue
Coeur D' Alene, ID 83815
Tel: (208) 765-1611
Fax: (208) 765-0503

M. Hanna Construction          trade debt        $1,211,113
Company Inc.
Ross Sarine
PO Box 296
Sulphur Springs, TX 75482
Tel: (903) 885-6772
Fax: (903) 885-3099

Process Systems Inc.           trade debt        $847,335
Attn: Jean Greenwood
3732 E. Raines Road
Memphis, TN 38118
Tel: (901) 794-5652
Fax: (901) 692-5537

Casey Industrial Inc.          trade debt        $597,585
Attn: Billy Coole
11845 Teller Street
Broomfield, CO 80020
Tel: (541) 926-8641
Fax: (541) 928-2339

Westcon Industries             trade debt        $363,445

Landcoast Insulation Inc.      trade debt        $318,547

Forerunner Ag, LLC dba         trade debt        $190,000
Elite AG LP

Summit Fire Protection         trade debt        $94,873
Company

Garcia Manure Spreading        trade debt        $65,000

Parkhill Smith and Cooper Inc. trade debt        $53,077

TRC Environmental Corp.        trade debt        $50,997

Bunge North America            trade debt        $42,800

Vitel Communications           trade debt        $40,132
Corporation

CHS Inc.                       trade debt        $27,750

Terracon Consultants Inc.      trade debt        $17,112

ICM Inc.                       trade debt        $15,322

Chemtreat Inc.                 trade debt        $12,268

Tranter Inc.                   trade debt        $5,361

ND White Engineering           trade debt        $4,514

US Security Associates Inc.    trade debt        $1,966

The petition was signed by Darol S. Lindloff, president and
chief executive officer.


HEXION SPECIALTY: Fulfills Payment Obligations with Huntsman
------------------------------------------------------------
Hexion Specialty Chemicals, Inc., disclosed in a filing with the
Securities and Exchange Commission that as of Dec. 29, 2008, the
company, Apollo Global Management, LLC, and certain of its
affiliates have fulfilled all of their payment obligations to
Huntsman Corporation in accordance with the Settlement and Release
Agreement, dated Dec. 14, 2008, relating to the settlement of
certain claims surrounding the company's proposed merger with
Huntsman.

Pursuant to the Settlement Agreement, now that full and final
payment of all amounts due Huntsman under the Settlement Agreement
have been made, the various company, Huntsman and Apollo parties
to the Settlement Agreement are required take all necessary and
appropriate action to obtain the dismissal with prejudice of the
actions between the Parties concerning the proposed merger.  In
addition, the mutual releases between the Parties provided for in
the Settlement Agreement are now effective.

A full-text copy of the Settlement Agreement And Release is
available for free at http://ResearchArchives.com/t/s?3892

                       About Huntsman

Headquartered in Salt Lake City, Utah, Huntsman Corporation
(NYSE: HUN) -- http://www.huntsman.com/-- is a manufacturer of
differentiated chemical products and inorganic chemical products.
The company operates in four segments: Polyurethanes, Materials
and Effects, Performance Products and Pigments.  Its products are
used in a range of applications, including those in the adhesives,
aerospace, automotive, construction products, durable and non-
durable consumer products, electronics, medical, packaging, paints
and coatings, power generation, refining, synthetic fiber, textile
chemicals and dye industries.  Its Latin American operations are
in Argentina, Brazil, Chile, Colombia,
Guatemala, Panama and Mexico.

At Sept. 30, 2008, the company's consolidated balance sheet
showed $8.41 billion in total assets, $6.64 billion in total
liabilities, $33.5 million in minority interests, and
$1.73 billion in total stockholders' equity.

               About Hexion Specialty Chemicals Inc.

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexionchem.com/-- is a producer of thermosetting
resins, or thermosets.  Thermosets are a critical ingredient in
virtually all paints, coatings, glues and other adhesives produced
for consumer or industrial uses.  Hexion Specialty Chemicals is
controlled by an affiliate of Apollo Management L.P.

Hexion's balance sheet at Sept. 30, 2008, showed total assets of
$3.8 billion and total liabilities of $5.4 billion, resulting in a
shareholders' deficit of $1.6 billion.


HEXION SPECIALTY: Inks Voting and Standstill Pact with Huntsman
---------------------------------------------------------------
Hexion Specialty Chemicals, Inc., Hexion LLC, Nimbus Merger Sub,
Inc., Craig O. Morrison, and Apollo Global Management, LLC and
certain of its affiliates entered into a Voting and Standstill
Agreement with Huntsman Corporation.  The Voting and Standstill
Agreement was entered into as part of the Settlement and Release
Agreement, dated Dec. 14, 2008, relating to the settlement of
certain claims surrounding the company's proposed merger with
Huntsman.

A full-text copy of the Settlement Agreement And Release is
available for free at http://ResearchArchives.com/t/s?3892

The Voting and Standstill Agreement was entered into
contemporaneously with the issuance by Huntsman of $250,000,000 of
its 7% convertible Senior Notes due 2018 to Apollo Investment Fund
VI, L.P. and certain of its affiliates.  The Voting and Standstill
Agreement prohibits the Hexion and Apollo Parties from owning any
shares of Huntsman common stock, par value $0.01 per share, other
than Huntsman Common Stock issuable upon conversion of the Notes
or as payment of interest or principal thereon or shares of
Huntsman Common Stock beneficially owned as of Dec. 23, 2008.

Without Huntsman's consent, the Hexion and Apollo Parties may not
transfer the Notes or the Underlying Securities, other than:

   i) transfers involving Underlying Securities paid as interest;
  ii) certain transfers to certain affiliates; and
iii) certain bona fide pledges related to borrowings from
      financial institutions.

The Voting and Standstill Agreement further restricts the Hexion
and Apollo Parties from taking certain actions including engaging
in or participating in any proxy solicitation relating to the
election of Huntsman's board of directors or the Huntsman board's
publicly disclosed recommendation on certain matters.  Any shares
of Huntsman Common Stock held by the Hexion and Apollo Parties
must be voted, at the election of Huntsman, either (i) in the
manner recommended by the Huntsman board or (ii) in the same
proportion as other Huntsman stockholders.  The Voting and
Standstill Agreement terminates upon the later to occur of (i)
Dec. 31, 2010, or (ii) the date on which none of the Hexion and
Apollo Parties beneficially or of record own Notes or any
Underlying Securities representing 3% or more of the then-
outstanding Huntsman Common Stock.

None of the Hexion Parties currently beneficially own any shares
of Huntsman Common Stock.

A full-text copy of the Voting And Standstill Agreement is
available for free at http://ResearchArchives.com/t/s?3888

                       About Huntsman

Headquartered in Salt Lake City, Utah, Huntsman Corporation
(NYSE: HUN) -- http://www.huntsman.com/-- is a manufacturer of
differentiated chemical products and inorganic chemical products.
The company operates in four segments: Polyurethanes, Materials
and Effects, Performance Products and Pigments.  Its products are
used in a range of applications, including those in the adhesives,
aerospace, automotive, construction products, durable and non-
durable consumer products, electronics, medical, packaging, paints
and coatings, power generation, refining, synthetic fiber, textile
chemicals and dye industries.  Its Latin American operations are
in Argentina, Brazil, Chile, Colombia,
Guatemala, Panama and Mexico.

At Sept. 30, 2008, the company's consolidated balance sheet
showed $8.41 billion in total assets, $6.64 billion in total
liabilities, $33.5 million in minority interests, and
$1.73 billion in total stockholders' equity.

               About Hexion Specialty Chemicals Inc.

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexionchem.com/-- is a producer of thermosetting
resins, or thermosets.  Thermosets are a critical ingredient in
virtually all paints, coatings, glues and other adhesives produced
for consumer or industrial uses.  Hexion Specialty Chemicals is
controlled by an affiliate of Apollo Management L.P.

Hexion's balance sheet at Sept. 30, 2008, showed total assets of
$3.8 billion and total liabilities of $5.4 billion, resulting in a
shareholders' deficit of $1.6 billion.


HEXION SPECIALTY: Head of Coatings & Inks Unit to Leave Post
------------------------------------------------------------
Hexion Specialty Chemicals Inc. disclosed in a regulatory filing
with the Securities and Exchange Commission that Sarah R. Coffin,
executive vice president of the company and president of the
Coatings and Inks Division, will be leaving the company effective
Feb. 15, 2009.  Ms. Coffin will receive a severance arrangement,
the material terms of which have not been finalized.

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexionchem.com/-- is a producer of thermosetting
resins, or thermosets.  Thermosets are a critical ingredient in
virtually all paints, coatings, glues and other adhesives produced
for consumer or industrial uses.  Hexion Specialty Chemicals is
controlled by an affiliate of Apollo Management L.P.

Hexion's balance sheet at Sept. 30, 2008, showed total assets of
$3.8 billion and total liabilities of $5.4 billion, resulting in a
shareholders' deficit of $1.6 billion.


HUNTSMAN CORP: Reaches Deal Banning Hexion from Buying More Shares
------------------------------------------------------------------
Hexion Specialty Chemicals, Inc., Hexion LLC, Nimbus Merger Sub,
Inc., Craig O. Morrison, and Apollo Global Management, LLC and
certain of its affiliates entered into a Voting and Standstill
Agreement with Huntsman Corporation.  The Voting and Standstill
Agreement was entered into as part of the Settlement and Release
Agreement, dated Dec. 14, 2008, relating to the settlement of
certain claims surrounding the company's proposed merger with
Huntsman.

A full-text copy of the Settlement Agreement And Release is
available for free at: http://ResearchArchives.com/t/s?3892

The Voting and Standstill Agreement was entered into
contemporaneously with the issuance by Huntsman of $250,000,000 of
its 7% convertible Senior Notes due 2018 to Apollo Investment Fund
VI, L.P. and certain of its affiliates.  The Voting and Standstill
Agreement prohibits the Hexion and Apollo Parties from owning any
shares of Huntsman common stock, par value $0.01 per share, other
than Huntsman Common Stock issuable upon conversion of the Notes
or as payment of interest or principal thereon or shares of
Huntsman Common Stock beneficially owned as of Dec. 23, 2008.

Without Huntsman's consent, the Hexion and Apollo Parties may not
transfer the Notes or the Underlying Securities, other than:

   i) transfers involving Underlying Securities paid as interest;
  ii) certain transfers to certain affiliates; and
iii) certain bona fide pledges related to borrowings from
      financial institutions.

The Voting and Standstill Agreement further restricts the Hexion
and Apollo Parties from taking certain actions including engaging
in or participating in any proxy solicitation relating to the
election of Huntsman's board of directors or the Huntsman board's
publicly disclosed recommendation on certain matters.  Any shares
of Huntsman Common Stock held by the Hexion and Apollo Parties
must be voted, at the election of Huntsman, either (i) in the
manner recommended by the Huntsman board or (ii) in the same
proportion as other Huntsman stockholders.  The Voting and
Standstill Agreement terminates upon the later to occur of (i)
Dec. 31, 2010, or (ii) the date on which none of the Hexion and
Apollo Parties beneficially or of record own Notes or any
Underlying Securities representing 3% or more of the then-
outstanding Huntsman Common Stock.

None of the Hexion Parties currently beneficially own any shares
of Huntsman Common Stock.

A full-text copy of the Voting And Standstill Agreement is
available for free at http://ResearchArchives.com/t/s?3888

               About Hexion Specialty Chemicals Inc.

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexionchem.com/-- is a producer of thermosetting
resins, or thermosets.  Thermosets are a critical ingredient in
virtually all paints, coatings, glues and other adhesives produced
for consumer or industrial uses.  Hexion Specialty Chemicals is
controlled by an affiliate of Apollo Management L.P.

Hexion's balance sheet at Sept. 30, 2008, showed total assets of
$3.8 billion and total liabilities of $5.4 billion, resulting in a
shareholders' deficit of $1.6 billion.

                       About Huntsman

Headquartered in Salt Lake City, Utah, Huntsman Corporation
(NYSE: HUN) -- http://www.huntsman.com/-- is a manufacturer of
differentiated chemical products and inorganic chemical products.
The company operates in four segments: Polyurethanes, Materials
and Effects, Performance Products and Pigments.  Its products are
used in a range of applications, including those in the adhesives,
aerospace, automotive, construction products, durable and non-
durable consumer products, electronics, medical, packaging, paints
and coatings, power generation, refining, synthetic fiber, textile
chemicals and dye industries.  Its Latin American operations are
in Argentina, Brazil, Chile, Colombia,
Guatemala, Panama and Mexico.

At September 30, 2008, the company's consolidated balance sheet
showed $8.41 billion in total assets, $6.64 billion in total
liabilities, $33.5 million in minority interests, and
$1.73 billion in total stockholders' equity.

                       *     *     *

As reported by the Troubled Company Reporter on Dec. 18, 2008,
Standard & Poor's Ratings Services kept its ratings on Huntsman
Corp., including the 'BB-' corporate credit rating, on
CreditWatch, where they were placed on June 26, 2007, with
negative implications.  S&P said: "This update follows Huntsman's
announcement that it has terminated its merger agreement with
Hexion Specialty Chemicals Inc.  Under the terms of a settlement
with Hexion and Apollo Management L.P., Huntsman expects to
receive cash payments of $1 billion, consisting of $750 million of
settlement payments and $250 million of cash proceeds from the
issuance of 10-year convertible notes to Apollo affiliates, which
Huntsman can repay in cash or common stock.  The settlement
payments consist of $325 million from a break-up fee due from
Hexion, which Hexion will fund through an existing committed
credit facility, and $425 million that Apollo affiliates will
fund.  At least $500 million of the payments are to be paid to
Huntsman on or before Dec. 31, 2008.


HPG INTERNATIONAL: Seeks Kurtzman Carson as Notice & Claims Agent
-----------------------------------------------------------------
HPG International Inc. and VIG Holdings Ltd. ask the United States
Bankruptcy Court for the District of Delaware for permission to
employ Kurtzman Carson Consultants LLC as their notice and claims
agent.

The firm is expected to provide:

  a) noticing services: prepare and serve variety of documents on
     behalf of the Debtors in these Chapter 11 cases including:

     -- notice of commencement of the Debtors' Chapter 11 cases
        and the initial meeting of creditors under Section 341(a)
        of the Bankruptcy Code;

     -- notice of any claims bar date;

     -- motions, applications and other request for relief and
        related documents;

     -- objections, responses and replies with respect to request
        for relief;

     -- hearing agendas;

     -- objections to claims;

     -- any disclosure statements, chapter 11 plans and all
        documents related thereto; and

     -- all notices of the filing of the documents listed above,
        hearings and such other miscellaneous notices as the
        Debtors or the Court may deem necessary or appropriate
        for orderly administration of these Chapter 11 cases.

  b) claims administration services: process claims on behalf of
     the Debtors in these cases, including:

     -- maintain an official claims register in the Debtors'
        Chapter 11 cases by docketing all proofs of claim and
        proofs of interest in a database;

     -- maintain copies of all proofs of claim and proofs of
        interest filed in these Chapter 11 cases;

     -- update the official claims registers in accordance with
        Court orders;

     -- implementing necessary security measures to ensure the
        completeness and integrity of the claims registers;

     -- transmitting to the clerk's office a copy of the claims
        registers as requested;

     -- maintain a mailing list of all entities that have filed
        proofs of claim or proofs of interest and making such
        list available upon request to the clerk's office or any
        party interest;

     -- provide access to the public for examination of copies of
        the proofs of claims and proofs of interest filed in
        these Chapter 11 cases;

     -- record all transfers of claim under Rule 3001(e) of the
        Federal Rules of Bankruptcy Procedure and, if directed to
        do so by the Court, provide notice of such transfers as
        required by the Bankruptcy Rule 3001(e); and

     -- establish a case website with case information including
        key dates, service lists and free access to the case
        docket within three days docket.

  c) other consultation services, including:

     -- ministerial assistance in preparation of the statement of
        financial affairs and schedules;

     -- contract and lease collection and review; and

     -- preparing custom reports.

The firm will be paid a $25,000 retainer fee for services to be
performed.

Documents filed with the Court did not disclose the Debtors'
professionals compensation rates.

James Le, chief operating office of the firm, assures the Court
that the firm does not hold any interest adverse to the Debtors'
estate and is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

Headquartered in Mountaintop, Pennsylvania, HPG International Inc.
-- http://www.hpg-intl.com/-- designs and makes plastic PV sold
primarily to the fabricating industries throughout the United
States, Canada and Mexico for commercial use in roofs, pool,
liners, wall coverings, label applications and shower panels.


HPG INTERNATIONAL: Wants Until March 24 to File Schedules
---------------------------------------------------------
HPG International Inc. and VIG Holdings Ltd. ask the United States
Bankruptcy Court for the District of Delaware to extend until
March 24, 2009, their deadline to file their schedules of assets
and liabilities, and statements of financial affairs.

The Debtors say that they could not submit their schedules and
statements to the Court before the initial filing deadline.  The
Debtors tell the Court that they must continue to gather
information from various documents and locations, and complete the
posting of their books and records as of their bankruptcy filing.

Headquartered in Mountaintop, Pennsylvania, HPG International Inc.
-- http://www.hpg-intl.com/-- designs and makes plastic PV sold
primarily to the fabricating industries throughout the United
States, Canada and Mexico for commercial use in roofs, pool,
liners, wall coverings, label applications and shower panels.


HPG INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: HPG International Inc.
        755 Oakhill Road
        Mountaintop, PA 18707

Bankruptcy Case No.: 09-10231

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
VIG Holdings Ltd.                                  09-10232

Type of Business: The Debtors design and make plastic PV sold
                  primarily to the fabricating industries
                  throughout the United States, Canada and Mexico
                  for commercial use in roofs, pool, liners, wall
                  coverings, label applications and shower
                  panels.

                  See: http://www.hpg-intl.com

Chapter 11 Petition Date: January 23, 2009

Court: District of Delaware

Debtor's Counsel: Jeffrey M. Carbino, Esq.
                  Buchanan Ingersoll & Rooney PC
                  The Brandywine Bldg.
                  100 West St., Suite 1410
                  Wilmington, DE 19801
                  Tel: (302) 552-4200
                  Fax: (215) 665-8700

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Baerlocher USA                 trade debt        $555,524
Attn: David Kuebel
5890 Highland Ridge Drive
Cincinnati, OH 45232
Tel: (513) 482-6300

Desoto Company                 trade debt        $416,483
Attn: Jack Dellevigne
Crestwood Industrial Park
Oakhill Road
Mountaintop, PA 18707
Tel: (570) 474-4407

Mexichem America Inc.          trade debt        $380,777
Attn: Karen Hydock
2875 NE 191st St., Ste. 704
Aventura, FL 33180
Tel: (610) 409-2795

Eastman Chemical Company       trade debt        $378,151

BASF Corporation               trade debt        $318,813

Sumitomo Corp. of America      trade debt        $268,030

Highland Ind. Inc.             trade debt        $261,675

The Chemical Company           trade debt        $250,819

Georgia Gulf Corp.             trade debt        $246,214

Oxy Vinyls LP                  trade debt        $224,491

Ferro Corp.                    trade debt        $224,245

Shawnee Chemical Company       trade debt        $191,485

Tioxide Americas Inc.          trade debt        $177,933

Kaneka Texas Corp.             trade debt        $149,354

Polymer Additives GP           trade debt        $146,605

Exxon Chemical Americas        trade debt        $131,557

Metkote Laminated Products     trade debt        $130,284
Inc.

CSI Inc.                       trade debt        $116,466

PP&L                           trade debt        $103,863

Cornell Iron-Works Inc.        trade debt        $100,355

The petition was signed by Douglas Siegrisi, chief financial
officer and treasurer.


HUNTSMAN CORP: Hexion Settles Obligation on Merger Claims
---------------------------------------------------------
Hexion Specialty Chemicals, Inc., disclosed in a regulatory filing
that as of Dec. 29, 2008, the company, Apollo Global Management,
LLC, and certain of its affiliates have fulfilled all of their
payment obligations to Huntsman Corporation in accordance with the
Settlement and Release Agreement, dated Dec. 14, 2008, relating to
the settlement of certain claims surrounding the company's
proposed merger with Huntsman.

Pursuant to the Settlement Agreement, now that full and final
payment of all amounts due Huntsman under the Settlement Agreement
have been made, the various company, Huntsman and Apollo parties
to the Settlement Agreement are required take all necessary and
appropriate action to obtain the dismissal with prejudice of the
actions between the Parties concerning the proposed merger.  In
addition, the mutual releases between the Parties provided for in
the Settlement Agreement are now effective.

A full-text copy of the SETTLEMENT AGREEMENT AND RELEASE is
available for free at: http://ResearchArchives.com/t/s?3892

               About Hexion Specialty Chemicals Inc.

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexionchem.com/-- is a producer of thermosetting
resins, or thermosets.  Thermosets are a critical ingredient in
virtually all paints, coatings, glues and other adhesives produced
for consumer or industrial uses.  Hexion Specialty Chemicals is
controlled by an affiliate of Apollo Management L.P.

Hexion's balance sheet at Sept. 30, 2008, showed total assets of
$3.8 billion and total liabilities of $5.4 billion, resulting in a
shareholders' deficit of $1.6 billion.

                       About Huntsman

Headquartered in Salt Lake City, Utah, Huntsman Corporation
(NYSE: HUN) -- http://www.huntsman.com/-- is a manufacturer of
differentiated chemical products and inorganic chemical products.
The company operates in four segments: Polyurethanes, Materials
and Effects, Performance Products and Pigments.  Its products are
used in a range of applications, including those in the adhesives,
aerospace, automotive, construction products, durable and non-
durable consumer products, electronics, medical, packaging, paints
and coatings, power generation, refining, synthetic fiber, textile
chemicals and dye industries.  Its Latin American operations are
in Argentina, Brazil, Chile, Colombia,
Guatemala, Panama and Mexico.

At September 30, 2008, the company's consolidated balance sheet
showed $8.41 billion in total assets, $6.64 billion in total
liabilities, $33.5 million in minority interests, and
$1.73 billion in total stockholders' equity.

                       *     *     *

As reported by the Troubled Company Reporter on Dec. 18, 2008,
Standard & Poor's Ratings Services kept its ratings on Huntsman
Corp., including the 'BB-' corporate credit rating, on
CreditWatch, where they were placed on June 26, 2007, with
negative implications.  S&P said: "This update follows Huntsman's
announcement that it has terminated its merger agreement with
Hexion Specialty Chemicals Inc.  Under the terms of a settlement
with Hexion and Apollo Management L.P., Huntsman expects to
receive cash payments of $1 billion, consisting of $750 million of
settlement payments and $250 million of cash proceeds from the
issuance of 10-year convertible notes to Apollo affiliates, which
Huntsman can repay in cash or common stock.  The settlement
payments consist of $325 million from a break-up fee due from
Hexion, which Hexion will fund through an existing committed
credit facility, and $425 million that Apollo affiliates will
fund.  At least $500 million of the payments are to be paid to
Huntsman on or before Dec. 31, 2008.


IPS CORPORATION: Moody's Downgrades Corp. Family Rating to 'B3'
---------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
and probability of default rating of IPS Corporation to B3 from B2
and lowered the rating on its senior secured debt to B1 from Ba2.
In addition, the ratings on the senior subordinated notes have
been downgraded to Caa2 from Caa1.  The rating outlook is
negative.

The downgrade reflects Moody's view that the steep decline in
housing starts and permits during December 2008, coupled with
lower levels of construction spending in the U.S., foreshadow
continued challenges for the supplier of adhesive cements and
plumbing supplies to residential, remodeling and non-residential
construction markets.  While acknowledging the moderate
improvement in leverage following the refinancing of its capital
structure and its reduced cash interest costs, Moody's expects
earnings deterioration to accelerate in the near term resulting in
a potentially substantial increase to leverage.  More positively,
the B3 rating reflects Moody's view that IPS maintains adequate
liquidity, absent a material acquisition or dividend, to support
the company over the next twelve months.

The negative outlook reflects the view that declines in domestic
volumes will not subside in the near term and that uncertainty
regarding international growth prospects will rise.  As a result
of the expectation of a protracted dowturn, Moody's expects margin
declines to continue, interest coverage metrics to erode and
pressure on cash flows to intensify.  Downward ratings momentum
would likely increase if Debt-to-EBITDA were to exceed 7.0x for
consecutive quarters or free cash flow were to turn negative.

These ratings were downgraded:

  -- Corporate family rating to B3 from B2;

  -- Probability of default rating to B3 from B2;

  -- Senior secured debt to B1 (LGD3, 30%) from Ba2 (LGD2, 22%);
     and

  -- Senior subordinated notes to Caa2 (LGD5, 83) from Caa1 (LGD5,
     77%).

The last rating action was on February 27, 2008 when the outlook
was changed to negative from stable.

Headquartered in Compton, California, IPS Corporation is a
manufacturer of a wide range of adhesive cements and plumbing
products primarily for the new residential, remodeling and
commercial construction markets.


JACKSON CORPORATION: Case Summary & 20 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Jackson Corporation, 300759
        3447 Union Pacific Avenue
        Los Angeles, CA 90023

Bankruptcy Case No.: 09-10594

Chapter 11 Petition Date: January 12, 2009

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Vincent P. Zurzolo

Debtor's Counsel: Douglas M. Neistat, Esq.
                  16000 Ventura Blvd #1000
                  Encino, CA 91436
                  Tel: (818) 382-6200
                  Fax: (818) 986-6534
                  Email: twilliams@greenbass.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/cacb09-10594.pdf

The petition was signed by Robert Rivera, vice president & general
manager of the company.


JANCOR COS: Serious Materials Acquires Kensington Windows Assets
----------------------------------------------------------------
Building Online reports that Serious Materials has acquired assets
of former Kensington Windows in Pennsylvania.

Kensington Windows manufactured and sold vinyl replacement windows
and doors.  It had a capacity of 13,000 windows per month with
100,000 square feet of manufacturing space.

According to Building Online, Kensington Windows shut down in
October 2008, after parent Jancor Companies, Inc., lost its
financing and filed for Chapter 11 bankruptcy protection.

Building Online relates that Serious Materials will reopen the
plant within the next 30 days, installing new equipment and
creating new green collar jobs.

Building Online quoted Serious Materials CEO Kevin Surace as
saying, "We are committed to getting this plant re-started and
back in operation as quickly as possible. We want to get people
back to work.  While building material companies that make
commodities are having a hard time in this downturn, we continue
to expand operations and hire more people for our unique energy
saving products.  We look forward to adapting this plant to
produce Serious Windows & Glass which reduce energy use and costs
well beyond today's Energy Star-labeled products."

Serious Materials, Building Online states, will rebrand Kensington
Windows products to Serious Windows.

Perrysburg, Ohio-based Jancor Companies, Inc., and its affiliates
make unsupported plastic film and sheet.  The company operates two
distinct businesses (i) Windows Business run by Kensington Windows
Inc. and Survivor Technologies Inc., which make custom-made vinyl
window and door products; and (ii) Extrusion Business run by
Heartland Building Products Inc., Infinite Building Products Inc.,
and Outdoor Technologies Inc., which produce custom-made vinyl
siding.

The companies filed for Chapter 11 bankruptcy protection on
Oct. 30, 2008 (Bankr. D. Delaware Case No. 08-12556).  Frederick
Brian Rosner, Esq., at Duane Morris LLP assists the companies in
their restructuring efforts.  Jancor also selected Dechert LLP and
Duane Morris LLP to render legal services and Morris Anderson &
Associates Ltd. to render restructuring services.  The Garden City
Group Inc. serves as the company's claims, noticing and balloting
agent.  Jancor listed $50 million to $100 million in assets and
$100 million to $500 million in liabilities.


JC TRUCKING: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: JC Trucking, Inc.
        2575 North Frontage Rd.
        Billings, MT 59101

Bankruptcy Case No.: 09-60020

Chapter 11 Petition Date: January 12, 2009

Court: United States Bankruptcy Court
       District of Montana (Butte)

Judge: Ralph B. Kirscher

Debtor's Counsel: Toby Alback, Esq.
                  208 N 29th Street Suite 227
                  Billings, MT 59101
                  Tel: (406) 252-4221
                  Email: srmartini@wtp.net

The Debtor did not file a list of 20 largest unsecured creditors
together with its petition.

The petition was signed byDavina C. Carrier, president of the
company.


JULIANN KABLOUTI: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Juliann O. Kablouti
        a/k/a Julie Ohanian
        a/k/a Juliann Ohanian
        a/k/a Julie Kablouti
        6252 Towles Road
        Wilmington, NC 28409

Bankruptcy Case No.: 09-00246

Chapter 11 Petition Date: January 13, 2009

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: Algernon L. Butler, III, Esq.
                  Butler & Butler, L.L.P.
                  P. O. BOX 38
                  Wilmington, NC 28402
                  Tel: (910) 762-1908
                  Fax: (910) 762-9441
                  Email: alb3law@bellsouth.net

Total Assets: $2,797,622

Total Debts: $2,630,502

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

            http://bankrupt.com/misc/nceb09-00246.pdf

The petition was signed by Juliann O. Kablouti.


K & C FINANCE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: K & C Finance Enterprises, LLC
        2533 East Houston Avenue
        Gilbert, AZ 85234

Bankruptcy Case No.: 09-00174

Chapter 11 Petition Date: January 6, 2009

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

Judge: Charles G. Case II

Debtor's Counsel: Don C. Fletcher, Esq.
                  The Cavanagh Law Firm
                  1850 N. Central Ave., #2400
                  Phoenix, AZ 85004
                  Tel: (602) 322-4000
                  Fax: (602) 322-4100
                  Email: dfletcher@cavanaghlaw.com

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

Estimated Debts: $0 to $50,000

The Debtor did not file a list of 20 largest unsecured creditors
together with its petition.

The petition was signed by Ken E. Schaub, Administrative Member of
the company.


KLAMATH FALLS: Fitch Downgrades Rating on $52.8MM Bonds to 'BB'
---------------------------------------------------------------
Fitch Ratings has downgraded to 'BB' from 'BBB+' the rating on
approximately $52.8 million of outstanding bonds issued by the
Klamath Falls Intercommunity Hospital Authority Revenue and
Refunding Bonds series 2006 and 2002.  In addition, Fitch has
revised the Rating Outlook to Negative from Stable.

The rationale for the rating downgrade and the Negative Outlook is
based on Sky Lakes' rapidly deteriorating financial profile and
breach of its liquidity covenants.  As required by bond documents,
Sky Lakes has retained the services of a consultant and has been
in negotiations with its bond insurer over the consultant's
remediation plans.

Fitch has received interim fiscal 2008 results, coupled with first
quarter interim fiscal 2009 results.  The unaudited data show a
rapid decline in Sky Lakes' operating profile and precipitous
decline of its liquidity.  The respective unaudited operating
losses in fiscal 2008 and through the first quarter of fiscal 2009
will be approximately $6.9 million (-4.7% margin) and $1.8 million
(-5.2%).  Sky Lakes had 45 days-cash-on-hand at fiscal year-end
2008 with a cash-to-debt position of 30% (37 DCOH and 24% through
the interim period ending Dec. 31, 2008).  Thus, Sky Lakes has
breached its liquidity threshold covenant of 75 DCOH, as set by
bond insurance documents.  Sky Lakes has retained the services of
a consultant who has put forth several recommendations for revenue
cycle improvements and expense reductions.  Management reports
that the fiscal 2008 audit is in the final stages of approval and
should be released on time.

Sky Lakes' financial results have suffered from flagging inpatient
volume that failed to materialize with the fiscal 2008 opening of
Sky Lakes' new 116-bed patient tower.  Interim management reports
that staffing expenses are being appropriately adjusted in light
of static net patient revenues.  The precipitous fall in liquidity
is due to large unrealized investment losses brought about by Sky
Lakes' failure to diversify its investment portfolio.  Currently,
substantially all of Sky Lakes' investments are in equities.

Sky Lakes Medical Center (formerly Merle West Medical Center) is
located in Klamath Falls, Orlando, and operates a 116 staffed-bed
general acute-care community hospital, owns 86% of PHP, a health
insurance plan, and several clinics.  In fiscal 2008, Sky Lakes
generated approximately $146 million in total operating revenues
(unaudited).  Sky Lakes covenants to disclose only annual
financial information and utilization statistics to the Nationally
Recognized Municipal Securities Information Repositories, which
Fitch views negatively.


LAMAR ADVERTISING: Moody's Downgrades Rating on Weak Liquidity
--------------------------------------------------------------
Moody's Investors Service downgraded Lamar Advertising Company's
(CFR Ba2, negative outlook) speculative grade liquidity rating to
SGL-3 from SGL-1, reflecting the company's weakened, though still
adequate liquidity profile.  The downgrade reflects Moody's
concern regarding the company's ability to remain in compliance
with its total debt leverage ratio through 2009, as debt levels
have grown in recent years and Moody's expects that weak economic
conditions will continue to pressure Lamar's revenue and EBITDA
margin.

Over the next twelve months, Moody's is forecasting Lamar's
revenues to decline by high single-digit to low double-digit
levels.  In addition, given the company's relatively high fixed
cost leasing cost structure, EBITDA will be disproportionately
impacted.  However, Moody's anticipate that Lamar will continue to
generate solid free cash flow after mandatory debt amortization,
largely due to Moody's expectations for a dramatic reduction in
capital spending for upgrades to digital signage.  Lamar's $400
million revolving credit facility provides an additional source of
liquidity (approximately $200 million of availability as of
9/30/2008), as long as it remains in compliance with financial
maintenance covenants.  Moody's does note that availability under
the revolving credit facility is expected to become increasingly
limited as the margin of covenant compliance declines, which is
the reason for the SGL-3; however, Moody's do not anticipate that
the company will need to access its facility over the next 12
months.  In addition, Moody's believes that Lamar's unencumbered
assets provide a good source of alternative liquidity.

Moody's notes that the rationale for Lamar's negative outlook has
shifted from concerns about share repurchase activity, which
Moody's anticipate has ceased, to now reflect concerns regarding
the company's ability to remain in compliance with its financial
maintenance covenants, and expectations that revenue will come
under increasing pressure as weak economic conditions persist.
This, in turn, is expected to result in increasing debt-to-EBITDA
leverage and contracting EBITDA margins, which could make it
challenging for the company to return to a position of being able
to sustain leverage under 6.0x.

The last rating action was on October 1, 2007 when Moody's
affirmed Lamar's Ba2 CFR and PDR.

Lamar's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (iii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk.  Moody's compared these attributes against
other issuers both within and outside Lamar's core industry and
believes Lamar's ratings are comparable to those of other issuers
with similar credit risk.

Lamar Advertising Company, headquartered in Baton Rouge,
Louisiana, is a leading owner and operator of advertising
structures in the U.S. and Canada.  The company generated revenues
of approximately $1.2 billion during the twelve months ended
September 30, 2008.


LANDAMERICA FINANCIAL: Clients Won't Get Separate Representation
----------------------------------------------------------------
Emily C. Dooley at Richmond Times-Dispatch reports that the Hon.
Kevin R. Huennekens of the U.S. Bankruptcy Court for the Eastern
District of Virginia has ruled that clients owed money by the
bankrupt LandAmerica 1031 Exchange Services Inc. won't get
separate representation in the Court.

Citing Judge Huennekens, Times-Dispatch relates that fees and
expenses for lawyers representing one test case will be paid.

Clients and creditors have been represented by a committee of
unsecured creditors, Times-Dispatch says.  According to the
report, customers claimed that they had a fiduciary relationship
and weren't creditors.  The report states that the clients used
LandAmerica as a tax shelter and parked money there between
investments in property.

The request for a separate committee would be duplicative and
amounted to a subsidy from the debtor's estate, Times-Dispatch
relates, citing Elizabeth Bower, the attorney for LandAmerica.
According to the report, Ms. Bower said that the debtor's estate
would have to cover committee costs.

Once clients don't get adequate counsel from the unsecured
creditors committee, they could make another request for a
separate representation, Times-Dispatch reports, citing Judge
Huennekens.

According to Times-Dispatch, Judge Huennekens approved the request
for attorney fees.

According to Bloomberg's Bill Rochelle, hiring a lawyer for the
group is part of the bankruptcy judge's strategy to have one test
case deciding the rights of the exchange customers.  LandAmerica
1031 Exchange was in the business of holding proceeds from the
sale of real estate until the customer could buy a replacement
property and in the process avoid paying capital gains taxes.

The title companies sold in December were Commercial Title
Insurance Co. and Lawyers Title Insurance Corp.  The title
companies themselves weren't in bankruptcy, Bloomberg notes.

                    About LandAmerica Financial

LandAmerica Financial Group, Inc. is a leading provider of real
estate transaction services with offices nationwide and a vast
network of active agents. LandAmerica serves its agent,
residential, commercial and lender customers throughout the
United States, Mexico, Canada, the Caribbean, Latin America,
Europe and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E. D. Virginia, Lead Case No. 08-35994).
Dion W. Hayes, Esq., and John H. Maddock III, Esq., at
McGuireWoods LLP, are the Debtors' bankruptcy counsel.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LEGEND HOMES: Will Sell Houses With Pacific Lifestyle
-----------------------------------------------------
Cami Joner at Columbian.com reports that Pacific Lifestyle Homes
has worked with Legend Homes to sell off their inventory of new
homes.

According to Columbian.com, Pacific Lifestyle and Legend Homes
will jointly market more than 100 homes being liquidated in
Woodland, Washougal, Vancouver, Ridgefield, Kalama, Camas, Brush
Prairie, and Battle Ground.

Columbian.com relates that the houses must be sold by March 31 to
appease the Chapter 11 reorganization requirements of Pacific
Lifestyle and Legend Homes.

Started in Portland, Ore., in 1965, Legend Homes and parent
company Matrix Development -- http://www.legendhomes.com/-- have
developed, designed and built approximately 12,500 homesites,
homes, townhomes and condominiums.

As reported by the Troubled Company Reporter on June 12, 2008,
Legend Homes/Matrix Development, a privately held corporation,
elected to file for Chapter 11 Bankruptcy protection at the
Portland, Oregon.  United States Oregon District Court on
June 10, 2008.


LEHMAN BROTHERS: Did Not Honor Freescale's Borrowing Request
------------------------------------------------------------
Freescale Semiconductor Inc. received approximately $184 million
by making a draw under its $750 million revolving credit facility
under its Credit Agreement, which expires in 2012.

Freescale Semiconductor noted, however, that the company's
borrowing request was not honored by Lehman Commercial Paper, Inc.

The company's revolving credit facility includes a $60 million
commitment from Lehman Commercial Paper, Inc., which filed for
bankruptcy on Oct. 5, 2008.

"[The draw-down under the loan] improves the company's financial
flexibility as we continue to execute our business plans," said
Alan Campbell, senior vice president and chief financial officer.

The company had cash and cash equivalents totaling approximately
$1.4 billion at the fourth quarter ended Dec. 31, 2008.

The company previously received $460 million under its revolving
credit facility in October 2008 and has approximately $23 million
in letters of credit outstanding under the revolving credit
facility.

                   About Freescale Semiconductor

Austin, Texas-based Freescale Semiconductor --
Http://www.freescale.com/ -- designs and manufactures embedded
semiconductors for the automotive, consumer, industrial,
networking and wireless markets.  The privately held company has
design, research and development, manufacturing or sales
operations around the world.

                           *     *     *

As reported by the Troubled Company Reporter on January 20, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Freescale Semiconductor Inc. to 'B-' from 'B+' and
removed the rating from CreditWatch, where it was placed on
October 3, 2008, with negative implications.  At the same time,
S&P lowered its senior secured rating to 'B-' from 'BB' and
changed S&P's recovery rating on these issues to '3' from '1',
indicating expectations for meaningful (50%-70%) recovery in the
event of payment default.

S&P lowered its senior unsecured and subordinated ratings to 'CCC'
from 'B-'.  The recovery rating remains '6' on these issues,
indicating negligible (0-10%) recovery in the event of a payment
default.  The outlook is negative.

S&P said the rating actions reflect its view of Freescale's near-
to-intermediate-term operating prospects and related credit
measures, which S&P believes will be adversely affected by the
current economic environment.

                      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.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc. and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


LEO WATSON: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Leo Watson, Jr.
        Dora Watson
        2702 Ursula Ct.
        Mansfield, TX 76063

Bankruptcy Case No.: 09-40183

Chapter 11 Petition Date: January 6, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Rogena Jan Atkinson, Esq.
                  Law Offices of R. J. Atkinson, L.L.C.
                  3617 White Oak Dr.
                  Houston, TX 77007
                  Tel: (713) 862-1700
                  Fax: (713) 862-1745
                  Email: rogena@rjabankruptcy.com

Estimated Assets: $0 to $50,000

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

The Debtor did not file a list of 20 largest unsecured creditors
together with its petition.

The petition was signed by Leo Watson, Jr. and Dora Watson.


LIGHTHOUSE HISTORIC: Don Longwell to File for Personal Bankruptcy
-----------------------------------------------------------------
Don Longwell, the owner of Lighthouse Historic Development Inc.,
may file for personal bankruptcy, Mark Todd at The Star Beacon
reports.

"I understand (Longwell and others) are filing for personal
bankruptcy," The Star Beacon quoted Conneaut Law Director Lori
Lamer as saying.

According to The Star Beacon, Lighthouse Historic acquired the
Cleveland Hotel in 2005.  Citing The Star Beacon, the report
states that Walt Poff of Nova Star Real Estate, whose firm acted
as local liaison for Cleveland Hotel, said that the hotel "is in
limbo" pending any improvement in the developers' uncertain
finances.  The report quoted him as saying, "Until (Longwell) and
the bank get everything ironed out, things are up in the air."

The Star Beacon relates that since Mr. Longwell and his partners
acquired the $3.5 million hotel project, they transformed the
dozens of hotel rooms into two dozen condominium units, and
created retail space on the ground level.

Citing Mr. Poff, The Star Beacon states that buyers for the units
were encouraged, but none materialized, blaming it on the sour
economy.  Mr. Poff said that two people were living in the hotel
as of Wednesday, according to the report.  The report quoted Mr.
Poff as saying, "One unit is a lease-to-own, and the other is
renting."

Mr. Poff, according to The Star Beacon, said that the developers
had a specific price in mind for the units but, over time, were
forced to increase that price as construction costs rose, as a
result of skyrocketing fuel costs and a scarcity of building
materials in the wake of Hurricane Katrina.  The hotel project may
have been hurt by debate the past year over tax incentives given
the hotel, the report says, citing Mr. Poff.


LYNARVEL WASHINGTON: Case Summary & 20 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Lynarvel Washington
        Kimberly Washington
        129 Steel Dust
        Desoto, TX 75123

Bankruptcy Case No.: 09-30103

Chapter 11 Petition Date: January 5, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Eric A. Liepins
                  Eric A. Liepins, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  Email: eric@ealpc.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/nysb08-15173.pdf

The petition was signed by Lynarval Washington and Kimberly
Washington.


LYONDELL CHEMICAL: Wilmington Trust Named to Creditors' Panel
-------------------------------------------------------------
Wilmington Trust has been named as successor indenture trustee for
holders of approximately $615 million and EUR500 million of debt
issued by LyondellBasell Industries AF S.C.A.  LyondellBasell's
affiliate Lyondell Chemical Company, which is a guarantor of the
debt, filed for Chapter 11 protection on January 6 in the United
States Bankruptcy Court for the Southern District of New York.  In
conjunction with this assignment, Wilmington Trust has been
appointed by the United States Trustee for the Southern District
of New York to serve as a member of the unsecured creditors'
committee.  LyondellBasell, headquartered in Rotterdam, The
Netherlands, is the world's third-largest independent chemical
company.

In its role, Wilmington Trust provides trustee and administrative
services for creditors who hold LyondellBasell's 8.375% senior
notes due in 2015.  Wilmington Trust is paid a fee for these
services, which are specified in documents relating to the debt.
Lyondell Chemical Company's bankruptcy filing poses no credit or
investment risk to Wilmington Trust, nor does it affect Wilmington
Trust's balance sheet.

"Being named as successor trustee and appointed to the unsecured
creditors' committee in Lyondell Chemical Company's bankruptcy
filing is another testament to our position as a leading global
provider of independent trustee and administrative services for
corporate clients," said Ted T. Cecala, Wilmington Trust's
chairman and chief executive officer.

Wilmington Trust's Corporate Client Services business offers
institutional trustee, agency, asset management, retirement plan
services, and administrative services for clients worldwide who
use capital market financing structures, as well as those who seek
to establish and maintain nexus, or legal residency, for special
purpose entities.  Because Wilmington Trust does not underwrite
securities offerings or provide investment banking services, it is
able to deliver corporate trust services that are conflict-free.

                      About Wilmington Trust

Wilmington Trust Corporation (WL) is a financial services holding
company that provides Regional Banking services throughout the
mid-Atlantic region, Wealth Advisory Services for high-net-worth
clients in 36 countries, and Corporate Client Services for
institutional clients in 86 countries.  Its wholly owned bank
subsidiary, Wilmington Trust Company, which was founded in 1903,
is one of the largest personal trust providers in the United
States and the leading retail and commercial bank in Delaware.
Wilmington Trust Corporation and its affiliates have offices in
Arizona, California, Connecticut, Delaware, Florida, Georgia,
Maryland, Massachusetts, Minnesota, Nevada, New Jersey, New York,
Pennsylvania, South Carolina, Vermont, the Cayman Islands, the
Channel Islands, London, Dublin, Frankfurt, Luxembourg, and
Amsterdam.

                     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
US$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 Chemical estimated that consolidated assets total
US$27.12 billion and debts total US$19.34 billion as of the
bankruptcy filing date.

Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Lyondell Chemical Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MANDARINA ESTATES: Case Summary & Six Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Mandarina Estates, L.P.
        5305 E Second St Ste 204
        Long Beach, CA 90803

Bankruptcy Case No.: 09-11292

Chapter 11 Petition Date: January 22, 2009

Court: Central District Of California (Los Angeles)

Judge: Victoria S. Kaufman

Debtor's Counsel: Anthony F. Wiezorek, Esq.
                  Law Offices Wiezorek & Payne
                  5305 E. Second St., Ste. 204
                  Long Beach, CA 90803
                  Tel: (562) 433-0386
                  Fax: (562) 433-8926

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Galardo Family Trust           loan              $250,000
35 Old Course Drive
Newport Beach, CA 92660

Duchene Family Trust           loan              $150,000
3682 Aquarius Drive
Huntington Beach, CA 92649

JPS Surface Solutions          trade debt        $87,109
9510 Topanga Cyn Blvd.
Chatsworth, CA 91311

Tahiti Partners Real Estate    loan              $86,283

Vinci Family Trust             loan              $50,000

Philip and Florence            loan              $50,000


MPF CORP: Seeks August 15 Extension to File Chapter 11 Plan
-----------------------------------------------------------
MPF Corp. Ltd. and its debtor-affiliates ass the United States
Bankruptcy Court for the Southern District of Texas to further
extend their exclusive periods to:

   a) file a Chapter 11 plan until Aug. 15, 2009; and

   b) solicit acceptances of that plan until Oct. 15, 2009.

The Debtors tell the Court that they are unable to file a plan and
a disclosure statement explaining any plan.  The Debtors' plan
filing period expired on Jan. 22, 2009.

According to them, since announcing the need for more time to
complete the sale process on Dec. 17, 2008, the Debtors and their
advisors have been meeting with various bidders in an effort to
clarify and further develop their expressions of interest.
However, the Debtors did not expect making a decision regarding
which bid to pursue for the sale of their assets in the next
couple of weeks.  The sale could not be concluded before the
exclusive period expires, the Debtor added.

                          About MPF Corp.

Headquartered in Bermuda, MPF Corp. Ltd. -- http://www.mpf-
corp.com/ -- engages in deep water oil and gas exploration.  The
company was established on April 25, 2006.  The company and
debtor-affiliate MPF Holding US LLC filed separate petitions for
Chapter 11 relief on Sept. 24, 2008 (Bankr. S.D. Tex. Case Nos.
08-36086 and 08-36084).  MPF-01 followed on Sept. 25, 2008.

D. Bobbitt Noel, Jr., Esq. at Vinson & Elkins LLP, represents the
Debtors as counsel.  When the Debtors filed for protection from
creditors, they listed assets of $100 million to $500 million, and
the same range of debts.

The Bermuda Proceedings and the Chapter 11 cases in the U.S. run
as parallel proceedings, which is coordinated to effectuate the
Debtors' goal of providing for a restructuring of their businesses
or sale of assets as may be in the best interests of their estates
and creditors.

The Debtors are in possession of their properties and continue to
operate and manage their businesses as debtors-in-possession.

Due to the size and complexity of the Debtors' businesses, and
their prepetition focus on restructuring their financial affairs
to avoid Chapter 11 filings, the Debtors failed to complete the
drafting of the Schedules and Statements, and do not anticipate
having the Schedules and Statements ready for filing within the
15-day period.


MRS MOBILITY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Mrs Mobility Medical, Inc
        6318 US Hwy 19
        New Port Richey, FL 34652

Bankruptcy Case No.: 09-00416

Chapter 11 Petition Date: January 12, 2009

Court: United States Bankruptcy Court
        Middle District of Florida (Tampa)

Judge: Catherine Peek McEwen

Debtor's Counsel: Leon M. Boyajan, II, Esq.
                  Leon M. Boyajan II P.A.
                  2303 West Highway 44
                  Inverness, FL 34453
                  Tel: (352) 726-1800
                  Email: lboyaja1@tampabay.rr.com

Total Assets: $40,000

Total Debts: $299,032

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

            http://bankrupt.com/misc/flmb09-00416.pdf

The petition was signed by Timothy Pappert, President of the
company.


NEW TOWNE: Involuntary Chapter 11 Case Summary
----------------------------------------------
Alleged Debtor: New Towne Development Group, L.L.C.
                c/o William E. Steffes
                13702 Coursey Blvd., Bldg. 3
                Baton Rouge, LA 70817
                Tel: (225) 751-1751

Case Number: 09-10029

Type of Business: The alleged Debtor is a Single Asset Real Estate
                  Debtor.

Involuntary Petition Date: January 13, 2009

Court: United States Bankruptcy Court
       Middle District of Louisiana (Baton Rouge)

Petitioner's Counsel: Lawrence R. Anderson, Jr., Esq.
                      8550 United Plaza Blvd., Suite 200
                      Baton Rouge, LA 70809
                      Tel: (225) 924-1600
                      Fax: (225) 924-6100
                      Email: lranderson@sszblaw.com

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Shearwater Communities, L.L.C.   Office Rent &           $49,179
                                      Expenses

Michael L. Huye             Marketing Services            32,000

J. David Matthews              Travel Expenses             3,059


NEW YORK TIMES: Moody's Cuts Senior Unsecured Rating to 'Ba3'
-------------------------------------------------------------
Moody's Investors Service downgraded The New York Times Company's
senior unsecured rating to Ba3 from Baa3, the commercial paper
rating to Not Prime from Prime-3, and assigned the company a Ba3
Corporate Family Rating, Ba3 Probability of Default Rating, and
SGL-3 speculative-grade liquidity rating. The commercial paper
rating will be withdrawn.  The rating actions conclude the review
for downgrade initiated on October 23, 2008. The rating outlook is
negative.

The summary of rating actions is:

Assignments:

Issuer: New York Times Company (The)

  -- Corporate Family Rating, Assigned Ba3

  -- Probability of Default Rating, Assigned Ba3

  -- Speculative Grade Liquidity Rating, Assigned SGL-3

Downgrades:

Issuer: New York Times Company (The)

  -- Senior Unsecured Commercial Paper, Downgraded to NP from P-3
     (will be withdrawn)

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba3
     (LGD4 - 57% assigned) from Baa3

  -- Senior Unsecured Medium-Term Note Program, Downgraded to Ba3
     from Baa3

  -- Senior Unsecured Shelf, Downgraded to (P)Ba3 (LGD4 - 57%
     assigned) from (P)Baa3

Outlook Actions:

Issuer: New York Times Company (The)

  -- Outlook, Changed To Negative From Rating Under Review

The downgrade reflects Moody's expectation that ongoing
deterioration in newspaper advertising revenues will continue to
place significant downward pressure on NY Times' EBITDA despite
aggressive cost management, and that the earnings decline along
with a significant increase in the underfunded pension liability
will weaken credit metrics considerably.  Moody's anticipates
revenue and EBITDA (after buyouts and excluding City and Suburban
operations from 2008) will decline by approximately 10% and 30-
35%, respectively, in 2009 with only modest improvement in 2010.

In Moody's opinion, earnings pressure and higher cash interest
costs will limit free cash flow generation in each of the next two
years notwithstanding a significant reduction in capital spending,
and the recent 74% cut in the dividend.  Moody's expects debt-to-
EBITDA leverage will exceed 6.0x in 2009 and 2010 (incorporating
Moody's standard adjustment and including an estimated $750
million under-funded pension position for year-end 2008).
However, Moody's expects that NY Times will steadily reduce
leverage over time to a level that is more consistent with the Ba3
CFR.  Moody's also anticipates in the Ba3 CFR that NY Times will
address liquidity needs in a timely manner.

The SGL-3 speculative-grade liquidity rating reflects Moody's
belief that NY Times has adequate cash, projected cash generation,
and unused committed revolver capacity to fund operating needs and
$99 million medium term notes maturing in November 2009.  The
recent $250 million note offering placed with affiliates of Carlos
Slim Helu improved the company's liquidity position by increasing
unused capacity on its $400 million committed revolver (maturing
June 2011) by an amount sufficient to cover its 2009 maturities
and the majority of the $250 million note maturing March 15, 2010.

The liquidity rating could be lowered if cash, projected free cash
flow and unused committed revolver capacity are not sufficient to
fund the March 2010 maturity.  The company is considering a
possible sale-leaseback of up to $225 million on its headquarters
building, asset sales, and other actions to enhance liquidity.
The Ba3 rating reflects NY Times' significant global news and
information infrastructure that supports high quality content,
strong brands, and the company's position as a leader in
prioritizing the national daily news agenda.  The content appeals
to a large and affluent customer base that is attractive to
advertisers at premium ad rates (print and online) and generates a
higher percentage of subscription revenue than newspaper industry
peers.

The negative rating outlook recognizes the potential for further
weakening of NY Times' operating performance in an unfavorable
advertising environment, exacerbated by secular pressure facing
newspaper companies.  In Moody's opinion, downward rating pressure
will persist until the company is able to stabilize revenue,
reduce its cost structure and apply cash flow and asset sale
proceeds toward debt reduction, such that credit metrics show
improvement from current levels.

Moody's last rating action on NY Times was on October 23, 2008,
when Moody's placed the company's ratings on review for possible
downgrade.

NY Times is a New York-based media company with operations in
newspaper publishing and information services.  The company
operates The New York Times, the International Herald Tribune, The
Boston Globe, 15 other daily newspapers, and more than 30 Web
sites including NYTimes.com and About.com.  Annual revenue
approximates $3.0 billion.


NITRO PETROLEUM: Posts $202,807 Net Loss for Qrtr. Ended Oct. 31
----------------------------------------------------------------
Nitro Petroleum, Inc., posted a net loss of $202,807 for the three
months ended October 31, 2008, compared with a net loss of
$194,821 for the same period a year earlier.

Larry Wise, president and chief financial officer, disclosed in a
regulatory filing dated January 22, 2009, that as of October 31,
2008, the company had not yet achieved profitable operations, has
accumulated losses of $3,745,325 since its inception, has a
working capital deficiency of $178,745 and expects to incur
further losses in the development of its business, all of which
casts substantial doubt about the company's ability to continue as
a going concern.  "The company's ability to continue as a going
concern is dependent upon its ability to generate future
profitable operations and to obtain the necessary financing to
meet its obligations and repay its liabilities arising from normal
business operations when they come due.  Management has no formal
plan in place to address this concern but considers that the
company will be able to obtain additional funds by equity
financing and related party advances, however, there is no
assurance of additional funding being available."

The company had cash of $37,724 as of October 31, 2008, compared
to cash of $242,077 as of January 31, 2008.  "We will continue to
utilize the free labor of our directors and stockholder until such
time as funding is sourced from the capital markets.  It is
anticipated that funding for the next twelve months will be
required to maintain our operations."

As of October 31, 2008, the company's balance sheet showed total
assets of $1,342,865, total liabilities of $624,465 and total
stockholders' equity of $718,400.

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?3897

                      About Nitro Petroleum

Nitro Petroleum, Inc., is a natural gas and crude oil company with
its principal focus on exploration, development and production.


NON-FERRROUS EXTRUSION: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Non-Ferrous Extrusion & Scrap Metals, Inc.
        d/b/a Non-Ferrous
        d/b/a Non-Ferrous Extrusion
        d/b/a Non-Ferrous Extrusion & Scrap Metal, Inc.
        8410 Hempstead Road
        Houston, TX 77008

Bankruptcy Case No.: 09-30267

Chapter 11 Petition Date: January 13, 2009

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

Judge: Letitia Z. Clark

Debtor's Counsel: Barbara Mincey Rogers, Esq.
                  Rogers, Anderson & Bensey, PLLC
                  1415 North Loop West, Ste 1020
                  Houston, TX 77008
                  Tel: (713) 868-4411
                  Fax: (713)- -868-4413
                  Email: b.m.rogers@att.net

Total Assets: $2,782,492

Total Debts: $2,355,655

The Debtor did not file a list of 20 largest unsecured creditors
together with its petition.

The petition was signed by N. D. Feil, President of the company.


NOVA CHEMICALS: Fitch Places 'BB-' Rating on Negative Watch
-----------------------------------------------------------
Fitch Ratings has placed the ratings of NOVA Chemicals Corporation
on Rating Watch Negative:

  -- Issuer Default Rating 'BB-';
  -- Senior unsecured notes and revolver 'BB-';
  -- Senior secured revolving credit facility 'BB+';
  -- Preferred shares 'BB+'.

The Rating Watch Negative is based on the significant erosion in
chemical market fundamentals and its expected impact on NOVA's
existing bank revolver covenants, particularly its net-debt-to-
cash flow covenant heading into 2009.  Both the company's main
$350 million secured revolver due June 2010 and $68 million credit
facility due March 2009 contain this covenant.  While the company
had near-record results for the most recent 12 month period, a
combination of weak chemicals derivative demand and a sharp
decline in the company's 'Alberta Advantage' -its relative
feedstock cost advantage over oil-based feedstock crackers on the
US Gulf Coast -may place this ratio under significant pressure in
2009 until markets recover.  Without waivers, there is an
increased risk that the company could trip its debt-to-cash flow
covenant.

The company also has significant maturities due in 2009; however,
total liquidity remains strong, limiting NOVA's near-term
refinancing risk.  Total availability across all of NOVA's
facilities at Dec. 31, 2008 was $575 million, at the top end of
the company's preferred liquidity range, versus $376 million in
maturities due this year-including $250 million of 7.4% notes due
in April and $126 million in preferreds due in October.

While a violation of the net debt-to-cash-flow covenant remains a
key concern, it is also important to note that the company has
historically had a supportive bank group which in the past allowed
it to renegotiate a restrictive debt-to-capitalization covenant
following NOVA's large Styrenix writedown in 2006, and replaced
that covenant with the current net debt-to-capitalization covenant
in the first quarter of 2008.

To date, the company has retired $125 million of 7.25% 2028 notes
putable by bondholders in August 2008 and rolled over $126 million
in preferreds (net of restricted cash) to October 2009.  At Sept.
30, 2008, the company had a total of five separate revolvers
totaling $683 million and a $300 million A/R securitization
facility.  Its largest secured revolver ($350 million) matures in
June, 2010.  Maturities across other revolvers vary but generally
range from 2010-2013.

Nova Chemicals is a multinational producer of commodity chemicals
including styrene, polystyrene, ethylene and polyethylene with
approximately 3,300 full time employees.  A majority of its assets
are located in Canada and the US.  In North America, Nova is the
leading producer of styrene and expandable polystyrene and the
fifth largest ethylene producer.  The company reports three
business segments; olefins/polyolefins, performance styrenics, and
the INEOS-NOVA Joint Venture.  In 2007, the United States
accounted for 43% of sales, Canada accounts for 35%, Europe and
rest of the world accounts for 22%.  Polyethylene and styrenic
polymers are used in rigid and flexible packaging, containers,
plastic bags, plastic pipe, electronic appliances, housing and
automotive components and consumer goods.  Exports to Asia are
enabled in part by low-cost back-haul shipping economics from
Western Canada.


NTX LAND: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: NTX Land Development, L.P.
        6217 Midway Road
        Fort Worth, TX 76117

Bankruptcy Case No.: 09-40158

Type of Business: Single Asset Real Estate

Chapter 11 Petition Date: January 6, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: John Park Davis, Esq.
                  Davis Law Firm
                  P.O. Box 54861
                  Hurst, TX 76054
                  Tel: (817)268-8333
                  Fax: (817)285-0808
                  Email: john@johndavislaw.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
together with its petition.

The petition was signed by George E. Fowler, III, Partner at the
company.


ORANGE COUNTY NURSERY: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Orange County Nursery, Inc.
        5485 Grimes Canyon Road
        Moorpark, CA 93021
        Tel (805) 517-1194

Bankruptcy Case No.: 09-10165

Type of Business: The Debtor supplies growers and landowners of
                  Orange and San Diego counties with a variety of
                  nursery stock including bareroot fruit and nut
                  trees, ball and burlap citrus and ornamental
                  plants.

                  See: http://www.ocnursery.com/

Chapter 11 Petition Date: January 22, 2009

Court: Central District Of California (Santa Barbara)

Judge: Robin Riblet

Debtor's Counsel: David S. Kupetz, Esq.
                  dkupetz@sulmeyerlaw.com
                  Sulmeyer Kupetz
                  333 S Hope St 35th Floor
                  Los Angeles, CA 90071
                  Tel: (213) 626-2311

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Southern California Edison     rent              $79,443
A/R Div Room G-44 PO Box 800
Rosemead, CA 91770-0800
Tel: (714) 934-0803

Butler Box & Stake, Inc.       trade debt        $51,237
3514 Westminter
Santa Ana, CA 92703
Tel: (714) 554-0600

Redwood Products of Chino Inc. trade debt        $46,630
PO Box 2662
Corona, CA 92878-2662
(909) 923-5656

T & R Lumber Co.               trade debt        $45,766

American Express               trade debt        $41,674

Tri Cal Inc.                   trade debt        $25,508

Harrell's                      trade debt        $25,144

Glory Dynasty Group            trade debt        $23,615

Mas Alla del Sol               trade debt        $23,471

State of Nevada Dept of        tax debt          $23,000
Taxation

Ran-Pro Farms Inc.             trade debt        $18,666

Inland Lease & Rental Inc.     trade debt        $14,957

Quality Organic Products of    trade debt        $11,700
Selma

Lawrence Tractor Co. Inc.      trade debt        $9,734

Trailer Fleet International    trade debt        $9,598

American Wrecking Inc.         trade debt        $9,450

Sullivan & Mann Lumber Co.     trade debt        $8,709

Cedar Valley Nurseries         trade debt        $8,448

Lathrop Woodworks              trade debt        $8,268

The petition was signed by Robert C. Veyna, president.


PACIFIC LIFESTYLE: Will Sell Houses With Legend Homes
-----------------------------------------------------
Cami Joner at Columbian.com reports that Pacific Lifestyle Homes
has worked with Legend Homes to sell off their inventory of new
homes.

According to Columbian.com, Pacific Lifestyle and Legend Homes
will jointly market more than 100 homes being liquidated in
Woodland, Washougal, Vancouver, Ridgefield, Kalama, Camas, Brush
Prairie, and Battle Ground.

Columbian.com relates that the houses must be sold by March 31 to
appease the Chapter 11 reorganization requirements of Pacific
Lifestyle and Legend Homes.

Based in Vancouver, Washington, Pacific Lifestyle Homes, Inc. is a
hombuilder throughout Southwest Washington and Northern Oregon.
The company filed for Chapter 11 relief on Oct. 16, 2008 (Bankr.
W.D. Wash. 08-45328).  Steven M. Hedberg, Esq., at Perkins Coie
LLP represents the Debtor as counsel.  When the Debtor filed for
protection from its creditors, it listed assets of $50 million to
$100 million, and debts of $50 million to $100 million.


PETTERS GROUP: Thomas Petters Hid Money, Receiver Says
------------------------------------------------------
Douglas A. Kelley, the receiver for Petters Group Worldwide and
affiliate Petters Co., has reported to the U.S. District Court in
Minnesota that defendants Thomas Petters, Michael Catain, and
Deanna Coleman may have violated the Court's injunction, asset
freeze, and asset turnover orders.

Mr. Kelley said that Mr. Petters failed to disclose a $50,000 cash
withdrawal and that he directed payments to friends and relatives.

One of the assets under receivership is the Tam O'Shanter Lodge
and Conference Center located on Lake Superior in Cornucopia,
Wisconsin.  The lodge is 100% owned by Tam O'Shanter Lodge, LLC,
which, in turn, is 100% owned by Mr. Petters.  Tam O'Shanter
conducts business as an operating lodge and conference center.
The business is operated by Mr. Petters' brother-in-law.  Tam
O'Shanter maintains a business account at a bank in Wisconsin.

In October 2008, before the temporary restraining order covering
Mr. Petters' personal assets was entered, Mr. Petters' brother and
sister asked the Tam OShanter manager to withdraw $50,000 from the
business account and deposit the funds in the manager's personal
bank account.  According to Mr. Kelley, Mr. Petters never
disclosed the existence of this account or his access to the
business funds as part of the asset-disclosure information he
provided pursuant to the Court's order.

At various times between October 10, 2008 and January 13, 2009,
Mr. Petters instructed his brother-in-law to make cash payments to
friends and relatives and to transfer funds to an account used to
pay for Mr. Petters' personal expenditures and telephone calls
from jail.  Pertinent expenditures directed by Mr. Petters
include:

     -- C$1,000 to a brother of Mr. Petters girlfriend, Tracy
        Mixon on October 27, 2008;

     -- C$2,000 to Ms. Mixon on November 3, 2008;

     -- C$460.50 to Mr. Petters' jail-services account on
        November 11, 2008;

     -- C$2,000 to Ms. Mixon on December 17, 2008;

     -- C$310.50 to Mr. Petters' jail-services account on
        December 22, 2008;

     -- C$600 to the boyfriend of Mr. Petters' daughter to buy
        his daughter a Christmas present on January 5, 2009; and

     -- C$3,500 to Ms. Mixon on January 13, 2009.

Mr. Petters had requested payment of living expenses in favor of
Ms. Mixon during prior proceedings heard and decided by this Court
on December 16, 2008.  The Receiver opposed such payments and the
Court specifically denied the request.  By directing payments to
Ms. Mixon after the date of the Court's order, Mr. Petters appears
to be affirmatively attempting to circumvent the Court's explicit
direction.

The foregoing expenditures were investigated and confirmed by an
investigator working for Kelley & Wolter, P.A., who formerly
worked as a supervisor and a revenue agent for the Internal
Revenue Service.  The Tam O'Shanter manager has been instructed
not to make additional expenditures from the account and has
agreed to transfer the remaining funds on deposit to the Receiver.

      Michael Catain Tries to Remove Fixtures From Home

Mr. Kelley alleged that Mr. Catain attempted to remove fixtures
and personal property from his home and skims money from his car
wash business.

Before the receivership appointment, Mr. Catain owned and operated
the Bay Car Wash in Excelsior, Minnesota.  As one of Catain's
personal assets, the car wash business falls under the Receiver's
responsibility and control pursuant to the Court's prior orders.
Shortly after his appointment, representatives of the receiver
inventoried the business and determined that the value of the car
wash would be maximized by its continued operation pending the
receiver's efforts to market and sell the operation. The Receiver
determined that Mr. Catain was the person best suited to continue
to operate the car wash pending its sale.
By their very nature, car wash businesses generate a large number
of cash sales.  In late December, the receiver obtained
information that Mr. Catain may be skimming cash from the car wash
operation.  An investigator employed by Kelley & Wolter, P.A., who
formerly served as a criminal investigator for the Internal
Revenue Service-Criminal Investigation Division (IRS-CID),
promptly looked into the alleged theft.

The investigator began by examining bank records documenting all
deposits made into the car wash's bank account.  For the period
November 17, 2008, to January 2, 2009, a total of $55,200 was
deposited.  Of this sum, $1,067.00 was in the form of cash,
$6,578.23 came from checks, and the remaining $47,500.00 consisted
of credit card transactions.

The investigator next obtained and analyzed the original cash
register tapes from Bay Car Wash for the same period of time.  The
tapes provide daily summaries of cash sales as well as those
amounts rung up for payments by check and credit card.  According
to the tapes, $14,927.20 in cash was received by the car wash
during the relevant time period.

Subtracting the $1,067.00 in cash deposited at the bank leaves a
shortfall of $13,860.20.

Mr. Catain was present when the Receiver's investigator demanded
and obtained the original cash register tapes.  When the
investigator contacted Mr. Catain to confront him about the
missing money, Mr. Catain checked himself into the hospital,
complaining of a stroke.

Mr. Catain has since acknowledged, through his attorney, that he
took the missing cash.  He has returned $4,167 in cash to the
receiver, stating that is all that remains from his "skim."  Mr.
Catain admitted that he spent the rest of the missing money on
bills and other personal items.

The car wash incident was not the first time that the receiver
encountered missing assets at the hands of Mr. Catain.  The
Receiver is also currently marketing Mr. Catain's personal
residence.  The high-end home contains a number of expensive
fixtures and furnishings, all of which represent assets within the
receivership estate that are subject to the receiver's control.

Shortly after the receiver's appointment, the aforementioned
investigator inspected the premises and inventoried the contents
of the home.  Some time thereafter, the investigator returned to
the home and discovered that several fixtures, including expensive
chandeliers, had been removed.  Several large televisions and a
home gym were also gone.

The investigator contacted Mr. Catain's attorney and demanded
return of the missing property.

Mr. Catain has only partially complied and has returned some, but
not all, of the missing items.

     Deanna Coleman Keeps Tickets & Other Personal Property

Ms. Coleman failed to disclose and turn over Timberwolves Tickets
and other personal property.

The receiver recently received a report that Deanna Coleman had
been observed sitting courtside at a Timberwolves basketball game.
An attorney working with the receiver's office contacted Ms.
Coleman to investigate.  Ms. Coleman admitted having and using
season tickets she had bought before the receivership.  She
promptly complied with the Receiver's demand to return the
tickets.  The tickets are assets falling within the purview of the
Court's prior orders demanding turnover to the receiver.
Ms. Coleman informed the receiver's representative that she had
given two tickets for an upcoming game to a friend.  Ms. Coleman
gave the remaining tickets from her season-ticket package to the
receiver on January 12, 2009.  The packet included court side
seats for Section 100, Row A, seats 78 and 79 along with valet
parking vouchers and vouchers for the Premier Club.  The single-
game face value of each ticket is $800.  Ms. Coleman vowed to
obtain and return the remaining two tickets but has yet to provide
them to the receiver.

During conversations with the receiver's representative, Ms.
Coleman admitted that the tickets were assets that she should have
disclosed and turned over to the receiver.  Ms. Coleman explained
that her nondisclosure was the product of accident or negligence,
stating she forgot the missing items.  Ms. Coleman has since
voluntarily amended her disclosure statement to identify other
additional personal property that had not been previously
disclosed.  Among the additional disclosures are two cashier's
checks totaling more than $88,000 as well as a diamond pendant and
bracelet.  Ms. Coleman has provided the receiver with $50,000 of
the missing funds and has agreed to promptly turn over the
additional cash and property to the receiver.

All of the foregoing information has been provided to the United
States Attorney's Office.  The receiver will continue to
investigate all defendants' compliance with the Court's orders,
monitor the outcome of any proceedings concerning the defendants'
release status, and will consider whether any further action
before this Court is necessary.

                  About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc. is the financing and capital-raising unit of
Petters Group Worldwide, LLC.  Petters Company, Inc. and Petters
Group Worldwide, LLC, filed separate petitions for Chapter 11
relief on Oct. 11, 2008 (Bankr. D. Minn. Case No. 08-45257 and 08-
45258, respectively).  James A. Lodoen, Esq., at Lindquist &
Vennum P.L.L.P., represents the Debtors as counsel.  In its
petition, Petters Company, Inc. listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on Oct. 7, 2008,
Petters Aviation, LLC,, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on Oct. 6, 2008
(Lead Case No. 08-45136).  Petters Aviation, LLC is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings,
Inc., Sun Country's parent company.

Polaroid Corp., which was owned by Petters since 2005, filed its
second voluntary petition for Chapter 11 on Dec. 18, 2008 (Bankr.
D. Minn., Lead Case No. 08-46617).


PURADYN FILTER: September 30 Balance Sheet Upside-Down by $5.3MM
----------------------------------------------------------------
Puradyn Filter Technologies Inc.'s balance sheet at Sept. 30,
2008, showed total assets of $2,479,464 and total liabilities of
$7,795,150, resulting in a stockholders' deficit of $5,315,686.

For three months ended Sept. 30, 2008, the company posted a net
loss of $670,293 compared with a net loss of $526,490 for the same
period in the previous year.

For nine months ended Sept. 30, 2008, the company posted a net
loss of $1,539,408 compared with a net loss of $1,735,105 for the
same period in the previous year.

                  Liquidity and Capital Resources

As of Sept. 30, 2008, the company had cash and cash equivalents of
approximately $198,000 as compared to cash and cash equivalents of
approximately $112,000 at Dec. 31, 2007.  At Sept. 30, 2008, the
company had working capital of approximately $753,000 and its
current ratio was 1.49 to 1.  At Dec. 31, 2007, the company had
working capital of approximately $366,000 and its current ratio
was 1.20 to 1.  The increase in working capital and current ratio
is attributable to the increases in cash of approximately $85,000,
inventories of approximately $133,000 and prepaid assets which
includes prepaid oil analysis, rent and vendor deposits of
approximately $39,000 and a decrease in accounts payable of
approximately $381,000 offset by a decrease in accounts receivable
of approximately $116,000 and increases in accrued liabilities
which represents deferred salaries and benefits, warranty expense,
interest expense and estimated recurring vendor expenses of
approximately $131,000.

A full-text copy of the 10-Q filing is available for free at:

               http://ResearchArchives.com/t/s?3880

                       About Puradyn Filter

Based in Boynton Beach, Florida, Puradyn Filter Technologies Inc.
(OTC BB: PFTI) -- http://www.puradyn.com/-- designs, manufactures
and markets the PURADYN(R) Oil Filtration System, a bypass oil
filtration product.

                       Going Concern Doubt

Webb and Company, P.A., in Boynton Beach, Florida, expressed
substantial doubt about Puradyn Filter Technologies Inc.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2007.  The auditing firm related that the company "has suffered
recurring losses from operations, its total liabilities exceed its
total assets, and it has relied on cash inflows from an
institutional investor and current stockholder."


QIMONDA AG: Commences Insolvency Proceedings in Germany
-------------------------------------------------------
Qimonda AG and Qimonda Dresden OHG have filed an application with
the local court in Munich, Germany, on January 23, 2009, to open
insolvency proceedings.  Their goal is to reorganize the companies
as part of the ongoing restructuring program.  The court will now
appoint a preliminary insolvency administrator.

The Qimonda Management Board intends to restructure key business
units within the context of the insolvency regime.  "German
insolvency law offers the opportunity to accelerate the
restructuring process that has already been started in order to
reposition the company back onto a solid base," said Kin Wah Loh,
President and Chief Executive Officer of Qimonda AG.  Qimonda
possesses established products and, with its Buried Wordline
technology, is currently bringing a promising future technology to
the market.

The insolvency petition is the result of the massive drop in
prices in the DRAM industry and dramatically decreased access to
financing on the capital markets, both of which have led to the
deterioration of the financial position of Qimonda in recent
months.  A financing package involving the Free State of Saxony,
parent company Infineon, a leading Portuguese financial
institution and additional banks could not be completed in time,
despite intensive but also very complex negotiations and financial
support committed by customers over the past days and weeks.
Furthermore, an increased need for financing for the current
financial year recently became apparent as a consequence of the
price decline in the December quarter and the fact that important
investments needed for productivity improvements could not be made
due to the delay in negotiations.

The temporary insolvency administrator will analyze the situation
at Qimonda in the coming days.  "We assume we will be able to
continue our business within the context of our restructuring
program with the support of the temporary insolvency administrator
and our employees," Mr. Loh said.  "We are especially counting on
the excellent relationships with our customers and suppliers, with
whom we have made significant progress in developing our Buried
Wordline technology during the last months."

Qimonda already introduced a global restructuring and cost
reduction program in October in order to reposition the company.
The main focus of the program is to concentrate on core
competencies, such as the innovative Buried Wordline technology,
as well as the company's strong portfolio of infrastructure and
graphics products.

The sale of its stake in Inotera in November 2008 was another
important step, as this reduces exposure to the PC market and the
associated cash outflow going forward.  The ramp down of Qimonda's
200-mm production in Richmond (Virginia), USA and the backend
manufacturing for components and modules Dresden are on track.  In
addition, the company has consolidated its product development in
Munich and Xi'an, and has started to reduce headcount and its
administrative costs.

Qimonda has considerable potential for successful repositioning
thanks to its leading-edge and innovative Buried Wordline
technology, a strong product portfolio, particularly in the areas
of graphics and infrastructure, and more than 20,000 patents and
patent applications.  The Qimonda Management Board will do its
utmost, subject to the agreement of the preliminary insolvency
administrator, to secure the financial funds necessary for the
company's reorganization in negotiations with potential lenders
and investors.  Given Qimonda's technological strengths, the Board
sees good chances for success.

Qimonda AG's insolvency filing won't immediately cure the supply
glut in the global memory-chip market, and sales are likely to
keep falling this year as consumer demand dries up, Bloomberg News
said, citing research firm International Data Corp.  The supply
glut has worsened in recent weeks, even though companies have
moved to close factories, said Uche Orji, an analyst at UBS AG in
New York.

                          About Qimonda

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading
global memory supplier with a diversified DRAM product portfolio.
The company generated net sales of EUR1.79 billion in financial
year 2008 and had -- prior to its announcement of a repositioning
of its business --  approximately 12,200 employees worldwide, of
which 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond
(Virginia, USA).  The company provides DRAM products with a focus
on infrastructure and graphics applications, using its power
saving technologies and designs.  Qimonda is an active innovator
and brings high performance, low power consumption and small chip
sizes to the market based on its breakthrough Buried Wordline
technology.


RAE-LYNN ELIZABETH: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: Rae-Lynn Elizabeth Brister
        886 Queensland Ct
        Sacramento, CA 95829

Bankruptcy Case No.: 09-20104

Chapter 11 Petition Date: January 5, 2009

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Thomas Holman

Debtor's Counsel: Michael R. Totaro, Esq.
                  P.O. Box 789
                  Pacific Palisades, CA 90272
                  Tel: (800) 541-2802

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

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

The Debtor's Largest Unsecured Creditor:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Wachovia Mortgage                      Secured       $750,000
                                                      298,000
                                                      250,000
                                       Secured        112,500

The petition was signed by Rae-Lynn Elizabeth Brister.


RANDY RAY: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Randy Ray Bell
        Carla Grace Bell
        3440 Pembroke Pl
        Bedford, TX 76021

Bankruptcy Case No.: 09-40177

Chapter 11 Petition Date: January 6, 20009

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Behrooz P. Vida, Esq.
                  The Vida Law Firm, PLLC
                  3000 Central Drive
                  Bedford, TX 76021
                  Tel: (817)358-9977
                  Fax: (817) 358-9988
                  Email: filings@vidalawfirm.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
together with its petition.

The petition was signed by Randy Ray Bell and Carla Grace Bell.


RAYMOR INDUSTRIES: SE Techno Commences Insolvency Proceedings
-------------------------------------------------------------
Raymor Industries Inc. said its subsidiary SE Techno PLus filed on
January 21, 2009, with the official receiver a notice of intention
to make a proposal under the Bankruptcy and Insolvency Act.  The
filing is intended to facilitate the Company's ability to
successfully implement a restructuring plan.

As a result of the filing, any actions against SE Techno PLus will
be automatically stayed, pending the outcome of the proposal
process.  The Company is required to file a budget within 10 days.
SE Techno PLus will continue to operate in the normal course of
business and continue delivering orders to its client as it
prepares its proposal to creditors.

"Clearly, while not our preferred course of action, a Notice of
Intention filing is necessary to allow SE Techno PLus to make the
required changes to operate effectively and profitably in a
difficult financial environment.  The company is also reviewing a
potential sale of its division and has already received a
statement of interest from a company for the acquisition," said
Stephane Robert, President of Raymor.  "Considering the 2008
difficult market conditions, SE Techno Plus was able to continue
the qualification of its products and acquired AS 9100
accreditations.  Since its third reporting quarter, Raymor was
actively searching different sources of financing against existing
purchase orders, which will be possible to complete in a
restructuring plan," added Mr. Stephane Robert.

The management intends to provide regular updates with respect to
both its financial position and its creditor obligations.

                     About Raymor Industries

Based in Boisbriand, Quebec, Raymor Industries, Inc. (CA:RAR)
develops single-walled carbon nanotubes, nanomaterials and other
advanced materials for high value-added applications.  Raymor
Industries operates three wholly-owned, industrial subsidiaries,
Raymor Nanotech, Raymor Aerospace and AP&C Advanced Powders and
Coatings, specializing in nanotechnology and advanced materials,
and comprising four divisions: (1) nanotechnology products,
including nano-powders, nano-coatings, and single-walled carbon
nanotubes (C-SWNT) for "the applications of tomorrow"; (2) thermal
spray coatings, which largely targets military, aeronautical,
aerospace, specialized industrial, and mining applications; (3)
spherical metallic powders, primarily used for biomedical and
aerospace applications; and (4) net-shape forming, a component
manufacturing technique used for ballistic protection and other
aerospace and military applications.  Raymor holds the exclusive
rights to more than 20 patents throughout the world, with other
patents pending.

Raymor Industries Inc. and some of its subsidiaries filed on
January 16, 2009, with the official receiver a notice of intention
to make a proposal under the Bankruptcy and Insolvency Act.  The
filing is intended to facilitate the Company's ability to
successfully implement a restructuring plan.  Raymor is required
to file its proposal within 30 days unless an extension is granted
by the courts.

Also on January 16, Raymor received from its principal financial
institution a Notice to Enforce a Security under the article
244(1) of the Bankruptcy and Insolvency Act.  A second Notice to
Enforce a Security was received by SE Techno Plus Inc., a
subsidiary of Raymor Aerospace, from its financial institution
requesting the full repayment of its obligation.


RICHARD CHEVROLET: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Richard Chevrolet, Inc.
        d/b/a Victory Chevrolet
        1232 University Drive
        Dunbar, PA 15431

Bankruptcy Case No.: 09-20230

Chapter 11 Petition Date: January 13, 2009

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Robert O. Lampl, Esq.
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335
                  Email: rol@lampllaw.com

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

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

The Debtor did not file a list of 20 largest unsecured creditors
together with its petition.

The petition was signed by Paul M. Ereditario, President of the
company.


RITE AID: Moody's Downgrades Corporate Family Ratings to 'Caa2'
---------------------------------------------------------------
Moody's Investors Service downgraded the long term ratings of Rite
Aid Corporation, including its probability of default and
corporate family ratings to Caa2 from Caa1, with a negative
outlook.  Moody's also affirmed Rite Aid's speculative grade
liquidity rating at SGL-4.  The downgrade acknowledges the near to
medium term pressures that Rite Aid's liquidity faces should it be
unable to generate very significant improvements in its free cash
flow (which is currently negative).  The downgrade also reflects
Moody's opinion that the current capital structure is likely
unsustainable at the company's current level of operating
performance.

Rite Aid's Caa2 probability of default rating reflects the
company's weak liquidity and likely unsustainable capital
structure given its current and expected level of operating
performance.  Moody's expect that availability under Rite Aid's
$1.75 billion asset based revolving credit facility will continue
to erode unless the company is able to significantly reduce its
free cash flow deficits through improvements in working capital
and operating performance.  In addition, the Caa2 considers that
the company's revolving credit facility expires and its $145
million term loan matures in September 2010.  Given the current
state of the credit markets, Rite Aid faces potential difficulties
in refinancing these facilities.  The rating also reflects Rite
Aid's highly leveraged capital structure which is unsustainable
over the medium term at the company's current level of operating
performance.  Positive ratings consideration is given to the
expectation that prescription pharmaceutical sales will be more
resilient to the weak consumer spending environment than some
other retail segments, as well as to the company's large revenue
base.

The negative outlook reflects the risk Rite Aid may be unable to
support its current capital structure without improving its free
cash flow and operating performance over the medium term.

Rite Aid's SGL-4 speculative grade liquidity rating indicates weak
liquidity.  The company reported negative free cash flow of
$268 million for the nine months ended November 29, 2008.  Given
the steep hurdles Rite Aid faces in strengthening its cash flow
through working capital and operating performance improvements,
Moody's believe that the company could continue to generate free
cash flow deficits for fiscal 2009 and 2010, which it will need to
fund under its revolver.  At November 29, 2008, Rite Aid had about
$430 million in availability under its revolver.  While the
company appears to have enough availability to fund its free cash
deficit over the next twelve months, unfavorable operating results
and/or a failure to generate material cash through working capital
reductions during the period could rapidly absorb this
availability.  Despite the company's operating and liquidity
challenges, positive near term liquidity consideration is given to
the fact that its revolving credit facility expires in September
2010, and that it only requires the testing of one financial
covenant, fixed charge coverage, when total availability falls
below $100 million.

These ratings are downgraded:

  -- Corporate family rating to Caa2 from Caa1;

  -- Probability of default rating to Caa2 from Caa1;

  -- First-lien bank facilities to B3 (LGD 2, 26%) from B2 (LGD 2,
     24%);

  -- Second-lien secured notes to Caa2 (LGD 4, 55%) from Caa1 (LGD
     4, 52%);

  -- Guaranteed senior notes to Caa3 (LGD 5, 79%) from Caa2 (LGD
     5, 77%);

  -- Senior notes and debentures to Ca (LGD 6, 95%) from Caa3 (LGD
     6, 95%).

This rating is affirmed:

  -- Speculative grade liquidity rating at SGL-4.

The last rating action on Rite Aid was on September 25, 2008 when
the its corporate family rating was downgraded to Caa1 from B3 and
the ratings were put on review for further possible downgrade.

Rite Aid Corporation, headquartered in Camp Hill, Pennsylvania, is
the third largest domestic drug store chain with about 4,900
stores in 31 states and the District of Columbia. Revenues for the
twelve months ending November 29, 2008 were $26.4 billion.


RIVERFRONT COMMONS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Riverfront Commons, LLC
        635 Main Street, Suite 2A
        Cottonwood, AZ 86326

Bankruptcy Case No.: 09-00122

Chapter 11 Petition Date: January 6, 2009

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

Judge: Redfield T. Baum PCT Sr.

Debtor's Counsel: Mark W. Roth, Esq.
                  Shughart Thomson & Kilroy, P.C.
                  3636 N. Central Avenue, Suite 1200
                  Phoenix, AZ 85012
                  Tel: (602) 650-2012
                  Fax: (602) 926-8562
                  Email: mroth@stklaw.com

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

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

The Debtor did not file a list of 20 largest unsecured creditors
together with its petition.

The petition was signed by Glenn Morrison, President & Treasurer
of the company.


ROSENBERG 59: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Rosenberg 59, LP
        5950 Sherry Lane, Suite 440
        Dallas, TX 75225

Bankruptcy Case No.: 09-30099

Type of Business: The company is a Single Asset Real Estate
                  Debtor.

Chapter 11 Petition Date: January 5, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: John Mark Chevallier, Esq.
                  McGuire, Craddock & Strother
                  3550 Lincoln Plaza
                  500 N. Akard St.
                  Dallas, TX 75201
                  Tel: (214) 954-6800
                  Fax: (214) 954-6801
                  Email: mchevallier@mcslaw.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/txnb09-30099.pdf

The petition was signed by Woodrow R. Brownlee, Manager of the
company.


RUBY FINANCE: Moody's Cuts Rating on EUR346.9 Mil. Notes to 'B1'
----------------------------------------------------------------
Moody's Investors Service announced that it has downgraded the
rating on the EUR 346.9 million Series 2008-2 Class A1 Secured
Floating Rate notes due 2023, issued by Ruby Finance Public
Limited Company from A3 to B1.  In addition, this rating will be
withdrawn.

EUR 346,900,000 Series 2008-2 Class A1 Secured Floating Rate notes
due 2023
  -- Current Rating: B1, to be withdrawn
  -- Prior Rating: A3 under review, direction uncertain
  -- Last Rating Action Date: 19 December 2008

Originally rated on 14 August 2008, the Series 2008-2 Class A1
notes of Ruby Finance Public Limited Company are a repackaging of
a revolving senior credit facility granted to Anthracite Balanced
Company, whose portfolio is comprised of investments in hedge
funds, funds of hedge funds and mutual funds.

The previous actions were prompted by the default of Lehman
Brothers International in its role of calculation agent of both
Ruby and Anthracite, and the longer than expected transition
towards the appointment of a new calculation agent to Anthracite.
This has resulted in a non payment of interest since October.

Although a new calculation agent has recently been appointed, that
agent has advised that Anthracite will not provide Moody's with
the information required to monitor this transaction on an ongoing
basis.  Furthermore, this appointment has not been sufficient to
resolve the issues leading to the failure of interest payments,
which is at the primary origin of the downgrade.

The rating will be withdrawn because Moody's believes it lacks
adequate information to maintain a rating.


SACRED HEART: Decline in Volumes Cue Moody's Junk Ratings
---------------------------------------------------------
Moody's Investors Service has downgraded Sacred Heart Health
System's debt rating to Caa3 from B3.  The rating outlook remains
negative.  The rating applies to $37.7 million of rated debt
outstanding, including approximately $9.6 million of Series 1998B
variable rate debt backed by an LOC provided by Wachovia Bank
(Aa1).  The LOC backed debt is rated under a "two party pay"
analysis that incorporates both SHHS' and Wachovia's rating.  The
LOC-backed bonds are rated Aa1/VMIG1 for its long term bank
deposits and Prime-1 for its short-term bank deposits.  The rating
downgrade is primarily attributable to continued decline in
volumes, increased physician turnover, and weakened financial
performance culminating in the violation of a debt service
coverage ratio covenant in FY 2008 and the upcoming expiration of
the Letter of Credit in 2009 that would materially raise the
likelihood of a default.

Legal security: The Series 1998 and 2005 bonds are secured by a
gross revenue pledge of the Obligated Group, which is comprised of
Sacred Heart Health System and Sacred Heart Hospital of Allentown,
the flagship facility and a member of SHHS.  Additionally, the
Hospital's obligations are secured by a mortgage on SHH's main
building in Allentown.  The bonds are secured by a fully funded
debt service reserve fund equal to maximum annual debt services of
the Series 2005 bonds.

Interest rate derivatives: None

                             Strengths

* Recent engagement of a consultant and change in management has
  resulted in the implementation of cost control measures that has
  resulted in an operating profit in the month of November and
  December of 2008

* Recent clinical affiliation with Lehigh Valley Health and
  Hospital Network in cardiac services and the emergency
  department provides for greater stability in the physician base

                            Challenges

* Unrestricted cash and investments has declined to $12.2 million
  through the first five months of FY 2009

* 7% decline in admissions in FY 2008 marks the seventh declining
  year of admissions in the last eight years, driving a 5.6%
  decline in operating revenues, translated into weakened
  financial performance that culminated in the violation of a debt
  service coverage covenant

* SHHS has received notice that Wachovia Bank, the LOC provider on
  the Series 1998B bonds ($9.6 million outstanding) has extended
  the LOC until July 1, 2009, and will not extend the LOC
  thereafter, which could result in a dramatic decline in already
  thin liquidity to dangerously low levels

* Average age of plant has increased in recent years to a high
  16.8 years; deferred maintenance remains an ongoing concern

                   Recent Developments/Results

The rating downgrade to Caa3 from B3 is primarily attributable to
the continued decline in liquidity and risks associated with the
debt structure.  Unrestricted cash and investments declined to
$12.2 million through the first five months of FY 2009, down from
$17.5 million at FYE 2008.  Wachovia Bank recently notified
management that the LOC on the 1998B bonds ($9.6 million
outstanding) has been extended to and will expire on July 1, 2009.

If SHHS is unable to refinance, the $9.6 million will be
immediately due and payable, which will erode liquidity to
dangerously low levels (approximately $2.8 million based on
balances as of November 30, 2008), resulting in a violation of a
40 days cash on hand covenant.

Inpatient admissions declined 7% in FY 2008; Moody's believes that
the accelerated decline in admissions and challenges with patient
admission patterns marks a fundamental shift that has resulted in
a material decline in financial performance and the second rate
covenant violation in the last three years.  As a result of
continued declines in admissions and increased turnover, operating
revenues declined 5.6%, driving a $12.5 million (unaudited)
operating loss (-9.9% margin) in FY 2008 down from a $6.3 million
loss (-4.7% margin) in FY 2007.  SHHS recorded a -$3.8 million
operating cash flow deficit (-3.0% margin) in FY 2008, down from
$2.5 million of operating cash flow (1.9% margin) in FY 2007.
Peak annual debt service decreased to -0.3 times in FY 2008, down
from 0.8 times in FY 2007, and debt-to-cash-flow worsened to -9.8
times in FY 2008, down from 27.1 times in FY 2007.  Moody's note
that the COO and CFO recently resigned and a current search for an
interim CFO is underway.  As a result of the covenant violations,
SHHS has engaged a consultant to fill the interim COO and CFO
post, which Moody's believe provides a fresh perspective to the
organization.

In response to declining volumes, management implemented a
reduction of force of 120 FTE's in September, 2008.  As a result
of these rightsizing efforts, SHHS generated a positive operating
income in November and December of 2008.  While Moody's believe
that operations have stabilized with these recent measures,
physician recruitment and retention will remain paramount to a
return to volume and revenue growth.

Due to the challenging operating environment, unrestricted cash
and investments declined to $17.5 million (48 days) at FYE 2008,
down from $21.6 million (58 days) at FYE 2007.  Due to recent
investment losses and a $2.4 million pension payment, unrestricted
cash and investments declined further to $12.2 million through the
first five months of FY 2009. With the LOC expiring July 1, 2009,

Moody's believes that refinancing risk remains heightened; if SHHS
is unable to refinance, Moody's believe that the likelihood of
filing for bankruptcy protection increases, warranting a lower
rating based on estimated recovery value of the bonds.  Cash is
currently exposed to equity market risk as 60% is invested in
equities.
Outlook

The negative outlook is attributable to the underlying risks of
continued volume declines and weakened financial performance
compounded by risks associated with the debt structure.

                 What could change the rating--UP

Given the current challenges SHHS faces with financial
performance, liquidity, and its debt structure, a rating upgrade
is unlikely in the short-term; over the longer-term, a rating
upgrade would be considered if the system can successfully
refinance its variable rate debt exposure and sustain substantial
operating improvement and demonstrate long-term viability.

                What could change the rating--DOWN

Inability to secure a substitute letter of credit or refinance,
continued volume losses, further decline in financial performance
or weakening of liquidity measures.

                          Key Indicators

Assumptions & Adjustments:

  -- Based on financial statements for Sacred Heart Healthcare
     System

  -- First number reflects audit year ended June 30, 2007

  -- Second number reflects unaudited year ended June 30, 2008

  -- Investment returns normalized at 6% unless otherwise noted

* Inpatient admissions: 8,413; 7,802

* Total operating revenues: $133,592; $126.1 million

* Moody's-adjusted net revenue available for debt service:
  $4.5 million; -$1.70 million

* Total debt outstanding: $45.9 million; $43.3 million

* Maximum annual debt service (MADS): $5,360; $5,360

* MADS Coverage with reported investment income: 1.42 times; -0.36
  times

* Moody's-adjusted MADS Coverage with normalized investment
  income: 0.84 times; -0.32 times

* Debt-to-cash flow: 27.1; -9.8 times

* Days cash on hand: 58 days; 48 days

* Cash-to-debt: 46.9%; 40.5%

* Operating margin: -4.7%; -9.9%

* Operating cash flow margin: 1.9%; -3.0%

Rated debt (debt outstanding as of June 30, 2008) Sacred Heart
HealthCare System:

  -- Series 1998 A, $5.8 million outstanding; fixed rate; rated
     Caa3

  -- Series 1998 B, $9.6 million outstanding; variable rate; rated
     Aa1/VMIG1 based upon joint support by Direct Pay Letter of
     Credit with Wachovia Bank expiring July 1, 2009

  -- Series 2005, $22.3 million outstanding; fixed rate; rated
     Caa3


SAINT VINCENT CATHOLIC: May Close 2 Hospitals; Needs Rescue Plan
----------------------------------------------------------------
Crain's New York Business reports that New York state agencies
need to come up with a rescue plan for Saint Vincent Catholic
Medical Centers' Mary Immaculate and St. John's hospitals to keep
them from closing.

According to Crain's New York, Caritas Healthcare Inc. has sent
out a notice to its 2,500 employees, telling them that it expects
having to close.

Crain's New York relates that supporters of the hospitals hope
that Senate Majority Leader Malcolm Smith can arrange a last-
minute bailout by convincing the governor to release funds.

On Wednesday, Caritas Healthcare's board of directors gave
hospital executives authority to shut down Mary Immaculate and St.
John's or file for bankruptcy if the hospital get no bailout
funds, Crain's New York states.  According to the report, the
hospitals' management is finalizing a closure plan under the
supervision of the New York State Department of Health.

         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


SANDRA DIANNE: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Sandra Dianne Ray
        a/k/a Sandra Patterson
        a/k/a Sandy Ray
        f/d/b/a Premiere Partners
        6097 Woodland Hills Drive
        Nashville, TN 37211

Bankruptcy Case No.: 09-00316

Chapter 11 Petition Date: January 13, 2009

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  Law Offices Lefkovitz & Lefkovitz
                  618 Church St. Ste. 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 250-4926
                  Email: stevelefkovitz@aol.com

Total Assets: $5,081,760

Total Debts: $5,800,333

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

            http://bankrupt.com/misc/tnmb09-00316.pdf

The petition was signed by Sandra Dianne Ray.


SAW CORE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Saw Core, Inc., a California Corporation
        8854 Los Coches Road
        Lakeside, CA 92040

Bankruptcy Case No.: 09-00113

Chapter 11 Petition Date: January 7, 2009

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: John L. Smaha, Esq.
                  Smaha Law Group, APC
                  7860 Mission Center Court, Suite 100
                  San Diego, CA 92108
                  Tel: (619) 688-1557
                  Fax: (619) 688-1558
                  Email: jsmaha@smaha.com

Total Assets: $533,400

Total Debts: $1,742,012

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

            http://bankrupt.com/misc/casb09-00113.pdf

The petition was signed by Erik Dyresen, President of the company.


SCOTTISH RE: Business Sale Won't Affect S&P's 'CC' Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Scottish Re Group Ltd. (CC/Negative/--) and related entities are
not affected by the company's Jan. 23, 2009, announced agreement
to sell part of its administrative platform and nearly all of its
individual life reinsurance business that was originally acquired
from ING at the end of 2004.

On Jan. 9, 2009, S&P lowered its counterparty credit rating on
Scottish Re Group Ltd. to 'CC' from 'CCC-'.  S&P also lowered its
counterparty credit and financial strength ratings on Scottish
Annuity & Life Insurance Co. (Cayman) Ltd. (SALIC) to 'CC' from
'CCC+', and S&P lowered its ratings on Scottish Re (U.S.) Inc. and
Scottish Re Life Corp. to 'CCC' from 'CCC+'.  The outlook on all
of the companies is negative.  S&P stated that S&P will lower the
ratings if the company is unable to make timely payment of its
mandatory obligations.

On July 16, 2008, S&P stated that S&P believed the only strong
option available to the company for preserving longer-term
solvency is the sale of its North American segment, which
constitutes the bulk of its remaining operations.  The transaction
announced represents only a portion of its North American segment.
Although the transaction represents some progress, uncertainty
remains surrounding the maturity payment related to the Premium
Asset Trust Certificates 2004-4, secured by SALIC, which is due on
March 12, 2009.


SCOTTISH RE: Moody's Downgrades Insurance Strength Rating to 'B1'
-----------------------------------------------------------------
Moody's Investors Service has downgraded the insurance financial
strength rating of Scottish Re (U.S.), Inc. to B1 from Ba3, and
downgraded the IFS rating of Scottish Annuity & Life Insurance Co
(Cayman) Ltd to Ca from B3.  SRUS and SALIC are the main operating
companies of Scottish Re Group Limited, whose preferred stock
rating was downgraded to Ca from Caa3.  The outlook on all the
ratings is negative.  The rating actions follow the announcement
by Scottish Re that it will sell a portion of its business to
Hannover Rckversicherung AG.

The downgrade and negative outlook at SALIC reflects the rating
agency's view that there is a significant risk that SALIC may not
be able to meet its $100 million obligation on Premium Asset Trust
Series 2004-4, maturing on March 12, 2009.  Moody's added that
SALIC has limited available assets other than SRUS, which is a
highly regulated entity that will likely be required by its
regulator to conserve capital given its relatively low capital
level.

Commenting on the downgrade of SRUS, Moody's noted that while the
transaction is a material positive for the company, there still
remains uncertainty regarding the future financial performance of
the remaining business after the sale.  Moody's said that
insurance obligations originated at SRUS remain in a stronger
position than direct obligations of SALIC because of the potential
for the runoff of the inforce business to be cash flow positive
over time under reasonable assumptions, enabling the rebuilding of
capital at SRUS. The downgrade of Scottish Re reflects the
subordinated position of creditors at that entity.

In the announced transaction, the ING acquired business other than
that portion which is currently reinsured by Ballantyne Re plc
will be sold to Hannover Re.  The transaction will also transfer
systems related to policy administration for the company's
Traditional Solutions line of business to Hannover Re.  Hannover
Re will in turn administer all of the ING Business as well as the
business reinsured by Ballantyne Re and SRUS's remaining
Traditional Solutions business. SRUS will retain all of its
organically originated Traditional Solutions business, the ERC
business, and its Financial Solutions business.  The transaction
is expected to close during the first quarter of 2009, subject to
regulatory approval and customary closing conditions.  The rating
agency noted that while the transaction is expected to close, in
the event it did not, there would be downward rating pressure.

Moody's expects to withdraw Scottish Re's shelf ratings for
business reasons over the near-term.

These ratings were downgraded with a negative outlook:

  -- Scottish Annuity & Life Insurance Company (Cayman) Ltd.: IFS
     rating to Ca from B3;

  -- Premium Asset Trust Series 2004-4: Senior Secured rating to
     Ca from B3;

  -- Stingray Pass-Through Certificates (based on IFS rating of
     SALIC): to Ca from B3;

  -- Scottish Re (U.S.), Inc.: Insurance Financial Strength to B1
     from Ba3;

  -- Scottish Re Group Limited: senior unsecured shelf rating to
     (P)Ca from (P)Caa1; subordinate shelf rating to (P)Ca from
     (P)Caa2; junior subordinate shelf rating to (P)Ca from
     (P)Caa2; preferred stock rating to Ca from Caa3; and
     preferred stock shelf rating to (P)Ca from (P)Caa3;

  -- Scottish Holdings Statutory Trust II: preferred stock shelf
     rating to (P)Ca from (P)Caa2;

  -- Scottish Holdings Statutory Trust III: preferred stock shelf
     rating to (P)Ca from (P)Caa2.

The last rating action on Scottish Re was on June 13, 2008, when
Moody's downgraded the IFS rating of Scottish Annuity & Life
Insurance Company (Cayman) Ltd. and placed the ratings of Scottish
Re Group Limited on review with direction uncertain.

Scottish Re Group Limited is a Cayman Islands company with
principal executive offices located in Bermuda. On June 30, 2008,
Scottish Re reported total assets of $11.8 billion and
shareholders' equity of negative $877 million.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.


SHANDONG ZHOUYUAN: Appoints Yiquen Liu as Chief Financial Officer
-----------------------------------------------------------------
Shandong Zhouyuan Seed and Nursery Co., Ltd. disclosed in a filing
with the Securities and Exchange Commission that Yiquen Liu, was
appointed as the company's chief financial officer effective as of
Dec. 10, 2008, to succeed Chunman Zhang, who resigned effective as
Dec. 10, 2008.

Prior to joining the company, Ms. Liu served as the CFO of
Fuxiangju Hotel of Shandong Province of China from January 2008 to
November 2008.  From May 2006 to August 2007, Ms. Liu was the
director of Finance for the Beijing branch of Chengdu Sanhe Group.
From Sept. 2004 to April 2006 Ms. Liu served as an assistant to
the general manager of Chengdu Sanhe Group.  From January 2003 to
July 2004, Ms. Liu held the position of in house accountant for
Beijing Tianyu Logistics Company, Dongcheng District branch
office.

Ms. Liu will receive 180,000 shares of the company's common stock
as compensation for her services as the company's CFO on the first
anniversary of her appointment to the position.

Additionally, the company stated that Daoqi Jiang and Chunman
Zhang resigned from the board of directors effective Nov. 19,
2008.  Their resignations were not the result of any disagreement
with the company on any matter relating to the company's
operations, policies or practices.

Jian Zhou was appointed as director and vice chairman and Chi Tai
was appointed as director to the company's board of directors
effective as of Dec. 10, 2008.  In connection with the appointment
Mr. Zhou will receive 250,000 shares of the company's common stock
and Mr. Tai will receive 200,000 shares of the company's common
stock at the first anniversary of their appointments to the
company's board of directors.

Mr. Zhou serves as chairman of Sichuan Jiancheng Technology
Industry Co., Ltd. and has held the position since 2004.  He
concurrently serves as chairman of Sichuan Southwest Jiaotong
University Long Hui Software Development Co., Ltd. and has served
in that capacity since 2005.  From 2004 to 2005, Mr. Zhou held the
positions of vice chairman and executive deputy general manager of
Sichuan C.Net.  In addition, Mr. Zhou is also a director of
American Nano Silicon Technology, Inc.

Mr. Tai is the chief executive officer of www.chineseticketbox.com
and has held the position since 1992.  Mr. Tai is also the person
in charge of Fremont Peralta Auto Center and has been since 1992.
Since 1982, Mr. Tai has been the person in charge of San Francisco
Potrero Unocal 76 Service Center.

                     About Shandong Zhouyuan

Shandong Zhouyuan Seed and Nursery Co. Ltd. (OTC BB: SZSN) --
http://www.chinaseedcorp.com/-- was originally incorporated in
the State of North Carolina.  The company, through its
consolidated subsidiary, Shandong Zhouyuan Seed and Nursery Co.
Ltd., a company formed under the laws of the People's Republic of
China, is engaged in the business of developing, distributing and
selling agricultural seeds in China.

The company's executive offices are located at Laizhou, Shandong
Province, People's Republic of China.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $3,733,036, total liabilities of $3,356,798 and stockholders'
equity $376,238.

For the three months ended Sept. 30, 2008, the company posted a
net loss of $202,431 compared with a net loss of $167,810 for the
same period in the previous year.

For the nine months ended Sept. 30, 2008, the company posted a net
loss of $159,479 compared with a net loss of $610,269 for the same
period in the previous year.

As of Sept. 30, 2008, total current assets were $579,627, total
current liabilities were $2,940,103 and the company had working
capital deficit of $2,360,476.  Cash at Sept. 30, 2008 was
$189,258.

As of Sept. 30, 2008, the company had only $189,258 in liquid
assets, and only $32,171 in accounts receivable.  At the same time
the company is in default on bank loans and interest payments
totaling $1,521,623.  Negotiations are ongoing with respect to a
restructuring of the debt.  At the same time, the company cannot
sustain operations for any significant period of time unless it
obtains additional capital.  The company's efforts to attract
capital are hindered, however, by its default to the Bank.

The survival of its business, therefore, depends on its ability to
develop a comprehensive debt relief and financing package.
Unfortunately, because its operations have produced only a trickle
of cash during the past two years, the company can only achieve
financing if it convinces the investor that an investment in the
company can be leveraged into a significant increase in revenues
and cash flows.

                       Going Concern Doubt

Kempisty & company CPAs PC in New York expressed substantial doubt
about Shandong Zhouyuan Seed & Nursery Co. Ltd.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2007.  The auditing firm said that the company had net losses of
$813,341 and $322,586 for the years ended Dec. 31, 2007, and
2006, respectively, and an accumulated deficit of $2,636,401 at
Dec. 31, 2007.  The auditing firm added that the company was in
default on its bank loans as of Dec. 31, 2007, totaling
$1,764,834, as of Dec. 31, 2007.

Management said the recoverability of a major portion of the
company's recorded asset is dependent upon its continued
operations, which in turn is dependent upon the its ability to
raise additional capital, obtain financing and succeed in its
future operations.  The financial statements do not include any
adjustments relating to the recoverability and classification of
recorded asset amounts or amounts and classification of
liabilities that might be necessary should the company be unable
to continue as a going concern.

The company is actively pursuing additional funding and a
potential merger or acquisition candidate and strategic partners,
which would enhance stockholders' investment.


SHANDONG ZHOUYUAN: Inks Stock Transfer Agreements with Director
---------------------------------------------------------------
Shandong Zhouyuan See and Nursery Co., Ltd., entered into Stock
Transfer Agreements with Zhou Jian, the company's director and Luo
Jing, an individual residing in the People's Republic of China in
connection with the sale in a private placement an aggregate of
7,000,000 shares of the company's common stock, par value $0.001
per share.

Pursuant to the Agreements, Luo Jing agreed to purchase 1,000,000
shares of Common Stock at a per share purchase price of CNY0.10 or
approximately $0.015 per share, for an aggregate purchase price of
CNY100,000 or approximately $14,700, and Zhou Jian agreed to
purchase 6,000,000 shares of Common Stock at a per share Purchase
Price of CNY0.06 or approximately $0.009 for an aggregate purchase
price of CNY400,000 or approximately $58,800 and company is
obligated to issue the Shares within 30 business days from the
date of the Agreement.

Also pursuant to the Agreements, in the event of a reverse stock
split, the company will issue additional shares to the Investors
to make up for the reduction in the number of Shares held by the
Investors as a result of the reverse stock split, and issue the
additional shares within 15 days of the reverse stock split.

English translations of the Stock Transfer Agreements originally
executed in Chinese are available for free at:

               http://ResearchArchives.com/t/s?387c
               http://ResearchArchives.com/t/s?387d

In a separate filing with the Securities and Exchange Commission,
the company stated that on Nov. 10, 2008, Shandong Zhouyuan
entered into a Stock Transfer Agreement with Zhou Jian to sell in
a private placement to the Investor 7,000,000 shares of the
company's common stock, par value $0.001 per share for CNY0.071 or
approximately $0.0104 per share, for an aggregate purchase price
of CNY500,000 or approximately $73,000).  The company is obligated
to issue the Shares within 30 business days from the date of the
Agreement.

A full-text copy of the Stock Transfer Agreement is available for
free at:

               http://ResearchArchives.com/t/s?387e

                     About Shandong Zhouyuan

Shandong Zhouyuan Seed and Nursery Co. Ltd. (OTC BB: SZSN) --
http://www.chinaseedcorp.com/-- was originally incorporated in
the State of North Carolina.  The company, through its
consolidated subsidiary, Shandong Zhouyuan Seed and Nursery Co.
Ltd., a company formed under the laws of the People's Republic of
China, is engaged in the business of developing, distributing and
selling agricultural seeds in China.

The company's executive offices are located at Laizhou, Shandong
Province, People's Republic of China.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $3,733,036, total liabilities of $3,356,798 and stockholders'
equity $376,238.

For the three months ended Sept. 30, 2008, the company posted net
loss of $202,431 compared with net loss of $167,810 for the same
period in the previous year.

For the nine months ended Sept. 30, 2008, the company posted net
loss of $159,479 compared with net loss of $610,269 for the same
period in the previous year.

As of Sept. 30, 2008, total current assets were $579,627, total
current liabilities were $2,940,103 and the company had working
capital deficit of $2,360,476.  Cash at Sept. 30, 2008 was
$189,258.

As of Sept. 30, 2008, the company had only $189,258 in liquid
assets, and only $32,171 in accounts receivable.  At the same time
the company is in default on bank loans and interest payments
totaling $1,521,623.  Negotiations are ongoing with respect to a
restructuring of the debt.  At the same time, the company cannot
sustain operations for any significant period of time unless it
obtains additional capital.  The company's efforts to attract
capital are hindered, however, by its default to the Bank.

The survival of its business, therefore, depends on its ability to
develop a comprehensive debt relief and financing package.
Unfortunately, because its operations have produced only a trickle
of cash during the past two years, the company can only achieve
financing if it convinces the investor that an investment in the
company can be leveraged into a significant increase in revenues
and cash flows.

                       Going Concern Doubt

Kempisty & company CPAs PC in New York expressed substantial doubt
about Shandong Zhouyuan Seed & Nursery Co. Ltd.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2007.  The auditing firm said that the company had net losses of
$813,341 and $322,586 for the years ended Dec. 31, 2007, and
2006, respectively, and an accumulated deficit of $2,636,401 at
Dec. 31, 2007.  The auditing firm added that the company was in
default on its bank loans as of Dec. 31, 2007, totaling
$1,764,834, as of Dec. 31, 2007.

Management said the recoverability of a major portion of the
company's recorded asset is dependent upon its continued
operations, which in turn is dependent upon the its ability to
raise additional capital, obtain financing and succeed in its
future operations.  The financial statements do not include any
adjustments relating to the recoverability and classification of
recorded asset amounts or amounts and classification of
liabilities that might be necessary should the company be unable
to continue as a going concern.

The company is actively pursuing additional funding and a
potential merger or acquisition candidate and strategic partners,
which would enhance stockholders' investment.


SHAW COMMUNICATIONS: Moody's Reviews 'Ba1' Rating for Likely Cuts
-----------------------------------------------------------------
Moody's Investors Service placed the long term debt ratings of
Shaw Communications Inc. on review for possible upgrade.  The
rating action was prompted by the company's ongoing strong
financial performance and solid credit protection measures.  The
review will focus on Shaw's future prospects in the context of its
business and financial strategies, management's commitment to
strong and stable credit protection measures, liquidity planning,
term debt refinance plans, and cable licence renewal.  Moody's
will also review Shaw's plans to exploit its recently acquired
wireless telephony spectrum and anticipates that the review will
be concluded within 60 to 90 days.

Moody's affirmed Shaw's SGL-2 speculative grade liquidity rating,
indicating that the company has good liquidity.  Shaw has a
US$440 million senior unsecured debenture due in April of 2010
(and two additional significant debt maturities in 2011).  While
Shaw has more than sufficient unused credit capacity under its
C$1.0 billion committed revolving credit facility (committed
through May 30, 2012 with $827 million available at November 30,
2008) to repay the principal amount in the event Shaw is unable to
effect a refinance, it is unlikely that the company will be able
to generate sufficient free cash flow with which to achieve the
same outcome.  Accordingly, it is likely that the SGL rating would
be repositioned to SGL-3 indicating adequate liquidity as the
April 2010 debt maturity approaches.

In a separate action, LGD assessments associated with the
company's instrument ratings were adjusted to reflect revisions to
the company's consolidated waterfall of liabilities.

On Review for Possible Upgrade:

Issuer: Shaw Communications Inc.

  -- Corporate Family Rating, Placed on Review for Possible
     Upgrade, currently Ba1

  -- Probability of Default Rating, Placed on Review for Possible
     Upgrade, currently Ba1

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Upgrade, currently Ba1 (LGD4, 59%; previously LGD4,
     57%)

Outlook Actions:

Issuer: Shaw Communications Inc.

  -- Outlook, Changed To Rating Under Review From Stable

Moody's most recent rating action concerning Shaw was taken on
February 28, 2007 at which time a Ba1 rating was assigned to a new
debt issue.  As well, on October 1, 2008, Moody's announced that
the Canadian Advanced Wireless Services Auction had no immediate
impact on Shaw's ratings.

Headquartered in Calgary, Alberta, Canada, Shaw Communications
Inc. is a diversified Canadian communications company whose core
business is providing cable television, Internet and telephone
service to residential consumers in specific regions provided for
in its operating licenses (offered under the Shaw brand name).
Shaw also provides television signals to residential consumers on
a national basis via satellite direct-to-home services (Star
Choice brand name).  Shaw is traded on the Toronto and New York
stock exchanges.


SMURFIT-STONE CONTAINER: S&P Junks Ratings on Sr. Sec. Debt
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its issue-
level ratings on the senior secured debt of Smurfit Stone
Container Enterprises Inc. and Smurfit-Stone Container Canada Inc.
and revised the recovery ratings following its review of the
recovery prospects for the companies' debtholders.  At the same
time, S&P removed the issue-level ratings from CreditWatch with
negative implications, where S&P originally placed them on
Dec. 19, 2008.

S&P lowered the issue-level ratings to 'CCC+' (one notch above the
corporate credit rating) from 'B-'.  In addition, S&P revised the
recovery ratings to '2' from '1' indicating S&P's expectation that
lenders can expect substantial (70%-90%) recovery in the event of
a payment default.  S&P currently believe the recovery would be at
the upper end of this range.

At the same time, S&P maintained its '6' recovery rating on the
company's senior unsecured notes and its issue-level rating at
'CC' (two notches below the corporate credit rating).  The '6'
recovery rating indicates that lenders can expect a negligible
(0%-10%) recovery in the event of a payment default.

                           Ratings List

             Smurfit-Stone Container Enterprises Inc.

        Corp. credit rating                   CCC/Negative/--

                Ratings Lowered, Removed From Watch

             Smurfit-Stone Container Enterprises Inc.

                                          To       From
                                          --       ----
  Senior Secured
   $600 mil revolv credit fac bank loan   CCC+     B-/Watch Neg
    Recovery rating                       2        1

   $1 bil term loan B bank loan           CCC+     B-/Watch Neg
    Recovery rating                       2        1

   $122 mil LOC fac bank loan             CCC+     B-/Watch Neg
    Recovery rating                       2        1

                Smurfit-Stone Container Canada Inc.

                                          To       From
                                          --       ----
  Senior Secured
   $200 mil Canadian revolving credit fac CCC+      B-/Watch Neg
    Recovery rating                       2         1

   $300 mil term C bank ln                CCC+      B-/Watch Neg
    Recovery rating                       2         1

   $90 mil term loan C-1  bank ln         CCC+      B-/Watch Neg
    Recovery rating                       2         1


SOUTH STREET MATERIALS: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: South Street Materials, Inc.
        1006 Lower South Street
        Peekskill, NY 10566

Bankruptcy Case No.: 09-22040

Chapter 11 Petition Date: January 12, 2009

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

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

                  Jonathan S. Pasternak, Esq.
                  Rattet, Pasternak & Gordon Oliver, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406
                  Email: jsp@rattetlaw.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
together with its petition.

The petition was signed by Leonard Luiso, President of the
company.


SOUTHWEST MEDICAL: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Southwest Medical Home Patient
        P.O. Box 533131
        Harlingen, TX 78552

Bankruptcy Case No.: 09-10014

Type of Business: Health Care Business

Chapter 11 Petition Date: January 13, 2009

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

Judge: Richard S. Schmidt

Debtor's Counsel: Eduardo V. Rodriguez, Esq.
                  Malaise Law Firm
                  1265 N Expressway 83
                  Brownsville, TX 78521
                  Tel: (956) 547-9638
                  Fax: (956) 547-9630
                  Email: evrcourt@malaiselawfirm.com

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

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

The Debtor did not file a list of 20 largest unsecured creditors
together with its petition.

The petition was signed by Jeremiah Yzaguirre, Partner at the
company.


STACIE HUNT-PANDO: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Stacie Hunt-Pando
        8706 Sunset Plaza Pl
        Los Angeles, CA 90069

Bankruptcy Case No.: 09-10584

Chapter 11 Petition Date: January 12, 2009

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Ellen Carroll

Debtor's Counsel: Philip D. Dapeer, Esq.
                  Philip D. Dapeer A Law Corp
                  699 Hampshire Rd Ste 105
                  Westlake Village, CA 91361
                  Tel: (323) 954-9144

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/cacb09-10584.pdf

The petition was signed by Stacie Hunt-Pando.


STAR TRIBUNE: Seeks Curtis Mallet-Prevost as Conflicts Counsel
--------------------------------------------------------------
Star Tribune Company and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of New York for
permission to employ Curtis, Mallet-Prevost, Colt Mosle LLP as
their conflicts counsel.

The firm will:

   a) assist in the administration of the cases and exercise
      oversight with respect to the Debtors' affairs, including
      issues arising from or impacting the Debtors or the cases;

   b) prepare, on behalf of the Debtors, the necessary motions,
      applications, answers, orders, appeals, reports and papers
      necessary to the administration of the Debtors' estates;

   c) appear before the Court and at meetings to represent the
      interest of Debtors;

   d) negotiate with representatives of creditors and other
      parties-in-interest;

   e) negotiate with any creditors' committee appointed in the
      cases, for the benefit of the estates;

   f) take necessary action to protect and preserve the Debtors'
      estates, including prosecuting actions on the Debtors'
      behalf, defending any action commenced against the Debtors
      and representing the Debtors' interests in negotiations
      concerning litigation in which the Debtors are involved,
      including objections to claims filed against the estates;

   g) take any necessary action on behalf of the Debtors to
      obtain approval of a disclosure statement and confirmation
      of one or more chapter 11 plans;

   h) advise the Debtors in connection with any potential sale of
      assets; and

   i) perform all other legal services for the Debtors in
      connection with the cases, as required under the Bankruptcy
      Code and Bankruptcy Rules, including, without limitation:

      -- the analysis of the Debtors' leases and executory
         contracts and the assumption, rejection or assignment
         thereof;

      -- the analysis of the validity of liens against the
         Debtors;

      -- the analysis of issues concerning the transfer of claims
         against, and equity securities in, the Debtors as they
         may impact net operating losses of the Debtors; and

      -- advice on corporate, litigation, employment,
         intellectual property, governmental investigatory,
         regulatory and environmental matters.

The firm's professionals and their compensation rates are:

      Designation                  Hourly Rate
      -----------                  -----------
      Partners                     $675-$785
      Counsel                      $525-$595
      Associates                   $290-$575
      Paraprofessionals            $170-$210
      Managing Clerks              $415
      Support Personnel            $55-$325

Steven J. Reisman, Esq., an attorney at the firm, assures the
Court that the firm does not hold any interest adverse to the
Debtors' estate and is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

                        About Star Tribune

Headquartered in Minneapolis, Minnesota, The Star Tribune Company
-- http://www.startribune.com-- operate the largest newspaper in
the U.S. state of Minnesota and published seven days each week in
an edition for the Minneapolis-Saint Paul metropolitan area.  The
company and its affiliate, Star Tribune Holdings Corporation,
filed for Chapter 11 protection on January 15, 2009 (Bankr. S.D.
N.Y. Lead Case No. 09-10245).  Marshall Scott Huebner, Esq., at
Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  The Debtors proposed Blackstone Group LP
as their financial advisor; and Curtis, Mallet-Prevost, Colt &
Mosle LLP as conflict counsel; and Garden City Group Inc. as
claims agent.  When the Debtors filed for protection from their
creditors, they listed assets and debts between $100 million to
$500 million each.


STAR TRIBUNE: Seeks Blackstone Advisory as Financial Advisor
------------------------------------------------------------
Star Tribune Company and its debtor-affiliate ask the United
States Bankruptcy Court for the Southern District of New York for
authority to employ Blackstone Advisory Services LP as their
financial advisor.

The firm will:

  a) assist in the evaluation of the Debtors' businesses and
     prospects;

  b) assist in the development of the Debtors' long-term business
     plan and related financial projections;

  c) assist in the development of financial data and
     presentations to the Debtors' Board of Directors, various
     creditors and other third parties;

  d) analyze the Debtors' financial liquidity and evaluate
     alternatives to improve such liquidity;

  e) analyze various restructuring scenarios and the potential
     impact of these scenarios on the recoveries of various
     stakeholders impacted by the restructuring;

  f) provide strategic advice with regard to restructuring or
     refinancing the Debtors' existing or potential debt
     obligations or other claims, including, without limitation,
     senior bank debt, junior bank debt and trade and other
     unsecured claims;

  g) evaluate the Debtors' debt capacity and alternative capital
     structures;

  h) participate in negotiations among the Debtors and their
     creditors, suppliers, lessors and other interested parties;

  i) value securities offered by the Debtors in connection with a
     restructuring;

  j) assist in arranging debtor-in-possession financing and use
     of cash collateral for the Debtors, as requested;

  k) provide expert witness testimony concerning any of the
     subjects encompassed by the other financial advisory
     services;

  l) if appropriate, assist the Debtors in preparing marketing
     materials in conjunction with a possible sale, merger or
     other disposition of all or a portion of the Debtors or
     their assets;

  m) if appropriate, assist the Debtors in identifying potential
     buyers or parties in interest to a possible Transaction;

  n) assist and advise the Debtors concerning the terms,
     conditions and impact of any proposed Transaction, as
     requested by the Debtors; and

  o) provide other advisory services as are customarily provided
     in connection with the analysis and negotiation of a
     restructuring as reasonably requested.

The Debtors have paid $150,000 per month for services rendered
from April 2008 to January 2009 and for reasonable out-of-pocket
expenses to the firm.  The Debtors have agreed to pay to the firm

   i) $150,000 per month;

  ii) $4 million restructuring fee, payable upon consummation of a
      restructuring;

iii) a transaction fee equal to a percentage of the consideration
      paid in a Transaction payable upon consummation of such
      transaction; and

  iv) reasonable out-of-pocket expenses in connection with the
      services provided.

Paul P. Huffard, senior managing director of the firm, assures the
Court that the firm does not hold any interest adverse to the
Debtors' estates and is a "disinterested person as defined in
Section 101(14) of the Bankruptcy Code.

                        About Star Tribune

Headquartered in Minneapolis, Minnesota, The Star Tribune Company
-- http://www.startribune.com-- operate the largest newspaper in
the U.S. state of Minnesota and published seven days each week in
an edition for the Minneapolis-Saint Paul metropolitan area.  The
company and its affiliate, Star Tribune Holdings Corporation,
filed for Chapter 11 protection on January 15, 2009 (Bankr. S.D.
N.Y. Lead Case No. 09-10245).  Marshall Scott Huebner, Esq., at
Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  The Debtors proposed Blackstone Group LP
as their financial advisor; and Curtis, Mallet-Prevost, Colt &
Mosle LLP as conflicts counsel; and Garden City Group Inc. as
claims agent.  When the Debtors filed for protection from their
creditors, they listed assets and debts between $100 million to
$500 million each.


STAR TRIBUNE: Seeks Jones Day as Special Labor Counsel
------------------------------------------------------
Star Tribune Company and its debtor-affiliate ask the United
States Bankruptcy Court for the Southern District of New York for
permission to employ Jones Day as their special labor counsel.

Jones Day will provide services, to the extent necessary and as
requested by the Debtors, with respect to any and all issues that
may arise during the chapter 11 cases related to:

   a) all aspects of the Debtors' labor relations with the ten
      unions that represent certain of the Debtors' employees who
      are subject to collective bargaining agreements, including
      issues relating to negotiations and, if necessary,
      arbitration with the unions regarding the Debtors'
      collective bargaining agreements with such unions;

   b) issues with respect to any relief sought or contemplated
      by the Debtors under either section 1113 or 1114 of the
      Bankruptcy Code and any litigation related to such relief;
      and

   c) any labor-related or other services as may be requested by
      the Debtors.

The firm's professionals and their compensation rates are:

      Professional             Designation      Hourly Rate
      ------------             -----------      -----------
      Robert L. Ford, Esq.     Partner          $535
      Michael S. Ferrell, Esq. Associate        $450

Robert L. Ford, Esq., a partner of the firm, assures the Court
that the firm does not hold any interest adverse to the Debtors'
estate and is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

                        About Star Tribune

Headquartered in Minneapolis, Minnesota, The Star Tribune Company
-- http://www.startribune.com-- operate the largest newspaper in
the U.S. state of Minnesota and published seven days each week in
an edition for the Minneapolis-Saint Paul metropolitan area.  The
company and its affiliate, Star Tribune Holdings Corporation,
filed for Chapter 11 protection on January 15, 2009 (Bankr. S.D.
N.Y. Lead Case No. 09-10245).  Marshall Scott Huebner, Esq., at
Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  The Debtors proposed Blackstone Group LP
as their financial advisor; and Curtis, Mallet-Prevost, Colt &
Mosle LLP as conflict counsel; and Garden City Group Inc. as
claims agent.  When the Debtors filed for protection from their
creditors, they listed assets and debts between $100 million to
$500 million each.


STRUCTURAL INVESTMENTS: Case Summary & 7 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Structural Investments & Planning IV LLC
        7339 High Cliff Drive
        Paradise Valley, AZ 85253

Bankruptcy Case No.: 09-bk-01035

Chapter 11 Petition Date: January 22,2009

Court: District of Arizona (Phoenix)

Judge: Redfield T. Baum Sr.

Debtor's Counsel: Allan D. Newdelman, Esq.
                  anewdelman@qwestoffice.net
                  Allan D. Newdelman PC
                  80 E. Columbus Avenue
                  Phoenix, AZ 85012
                  Tel: (602) 264-4550
                  Fax: (602) 277-0144

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Resource Funding               lot located in    $5,500,000
PMB 351 Evergreen Way          Pacific County;
Suite 707                      Secured:
Washougal, WA 98671            $2,200,000;
                               Senior lien:
                               $5,120,000

Sonas Capital                  lot located in    $5,500,000
111 Main Street                Pacific County;
Vancouver, WA 98666            Secured:
                               $2,200,000;
                               Senior lien:
                               $5,120,000

Danielson, Harrigan, Lehh &    legal fees        $136,000
Tollefson
999 3rd Avenue
Suite 4400
Seattle, WA 98104

Schwabbc, Williamson & Wyatt   legal fees        $130,000

Pacific County                 Secured:          $69,359
                               $3,600,000;
                               Senior lien:
                               $10,619,992

Pacific County Treasurer       property tax      $6,000

Utti & Associates Engineering professional fees $4,500

The petition was signed by Matthew Doney, manager.


TARRAGON CORP: Court Approves Notice Procedures on Transfers
------------------------------------------------------------
The U.S. Bankruptcy Court for District of New Jersey approved on,
on an interim basis, Tarragon Corp.'s proposed procedures limiting
certain transfers of equity securities and claims.  Any sale or
other transfer of claims against or equity securities in the
Debtors in violation of the Court-approved procedures will be null
and void ab initio and will confer no rights on the transferee.

A hearing to consider the entry of a final order is scheduled for
Feb. 20, 2009, at 10:00 a.m.  Objections, if any, to the entry of
a final order must be filed so as to be received by counsel to the
Debtors no later than seven (7) days prior to the Final Hearing
Date.

Counsel to the Debtors may be reached at:

          Cole, Schotz, Meisel, Forman & Leonard, P.A.
          Attn: Gerald H. Gline, Esq.
          25 Main Street, Hackensack
          New Jersey 07602
          Tel: (201) 525-6351

A full-text copy of the interim order limiting certain transfers
of equity interests of the Debtors and claims against the Debtors
and approving related notice procedures, is available for free at:

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

                About Tarragon Corporation

New York-based Tarragon Corporation (NasdaqGS:TARR) --
http://www.tarragoncorp.com/-- is a leading developer of
multifamily housing for rent and for sale.  Tarragon's operations
are concentrated in the Northeast, Florida, Texas, and Tennessee.

Tarragon and its affiliates filed for Chapter 11 protection on
January 12, 2009 (Bankr. D. N.J. Case No. 09-10555).  The Hon.
Donald H. Steckroth presides over the case.

Michael D. Sirota, Esq., Warren A. Usatine, Esq., and Felice R.
Yudkin, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.,
represent the Debtors as bankruptcy counsel.  Kurztman Carson
Consultants LLC serves as notice and claims agent.  As of
September 30, 2008, the Debtors had $840,688,000 in total assets
and $1,035,582,000 in total debts.


THOMAS HOLDINGS: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Thomas Holdings, LLC
        900 University Ave
        Sacramento, CA 95825

Bankruptcy Case No.: 09-20156

Chapter 11 Petition Date: January 6, 2009

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Christopher M. Klein

Debtor's Counsel: Stephen R. Harris, Esq.
                  417 W. Plumb Ln.
                  Reno, NV 89509
                  Tel: (775) 786-7000

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

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

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
John Thomas                       Money Loaned     $1,332,866

Gary Kaveny                       Money Loaned        950,000

Valley Crest Companies          Goods/Services        134,902

The petition was signed by John Thomas, Managing Member of the
company.


TIFFANY COLLECTIONS: Case Summary & 20 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Tiffany Collections 2000, Inc
        d/b/a Teenie Weenie Fashion
        d/b/a Story by Shulami
        d/b/a II Loui
        d/b/a Onyxx
        d/b/a Shulami
        d/b/a Teenie Weenie F/S
        d/b/a Ashley's Closet
        d/b/a Ashley Jill
        1300 S Boyle Ave UnitB
        Los Angeles, CA 90011

Bankruptcy Case No.: 09-10280

Chapter 11 Petition Date: January 7, 2009

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Sheri Bluebond

Debtor's Counsel: Edward S. Lee, Esq.
                  9431 Haven Ave Ste 209
                  Rancho Cucamonga, CA 91730
                  Tel: (909) 912-1870
                  Fax: (909) 912-1871

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

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

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

            http://bankrupt.com/misc/cacb09-10280.pdf

The petition was signed by Yi J. Lim, President of the company.


TOM JONES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Tom Jones, Inc.
        1124 Madison Ave
        New York, Ny 10028

Bankruptcy Case No.: 09-10106

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Searle Blatt & Co. Ltd.                            09-10107

Chapter 11 Petition Date: January 7, 2009

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

Judge: Arthur J. Gonzalez

Debtor's Counsel: Harold S. Berzow, Esq.
                  Ruskin Moscou Faltischek, P. C.
                  East Tower 15th Floor
                  190 EAB Plaza
                  Uniondale, NY 11556
                  Tel: (516)663-6600
                  Fax: (516) 663-6796
                  Email: hberzow@rmfpc.com

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

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

A full-text copy of Tom Jones, Inc.'s petition, including its
largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/nysb09-10106.pdf

A full-text copy of Searle Blatt & Co., Ltd.'s petition, including
its largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/nysb09-10107.pdf

The petitions were signed by Searle Blatt, President of the
company.


TREY RESOURCES: September 30 Balance Sheet Upside-Down by $5.6MM
----------------------------------------------------------------
Trey Resources Inc.'s balance sheet at Sept. 30, 2008, showed
total assets of $$1,502,051 and total liabilities of $7,139,741,
resulting in a stockholders' deficit of $5,637,690.

For nine months ending Sept. 30, 2008, the company posted a net
loss from operations of $1,869,687 compared with a net loss of
$1,211,426 for the same period in the previous year.

For the three months ending Sept. 30, 2008, the company posted a
net loss from operations of $126,110 compared with net loss of
$303,167 for the same period in the previous year.

The company had cash equivalents at Sept. 30, 2008 and Dec. 31,
2007 of $76,840 and $112,547.

The company maintains cash balances at a financial institution
that is insured by the Federal Deposit Insurance Corporation.  The
company has no uninsured cash balances at Sept. 30, 2008, and Dec.
31, 2007.

A full-text copy of the 10-Q filing is available for free at:

               http://ResearchArchives.com/t/s?387f

                       Going Concern Doubt

Bagell, Josephs, Levine & Company, LLC, in Marlton, New Jersey,
expressed substantial doubt about Trey Resources 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
substantial accumulated deficits and operating losses.

                       About Trey Resources

Headquartered in Livingston, New Jersey, Trey Resources Inc.
(OTC BB: TYRIA) -- http://www.treyresources.com/-- operates as a
business consultant, value-added reseller, and developer of
financial accounting software to small and medium-sized businesses
in the United States.  It also publishes its own proprietary
electronic data interchange software, MAPADOC, which is used to
automate existing processes.


TRIBUNE CO: Deregisters; No Longer Required to File Reports
-----------------------------------------------------------
Tribune Co. has filed a Form 15 with the Securities and Exchange
Commission to deregister its debt securities and suspend its
reporting obligations under the Securities Exchange Act of 1934.
As a result of the Form 15 filing, the company will no longer be
required to file with the SEC certain reports and forms, including
Forms 10-K, 10-Q, and 8-K.

Following the consummation of the going-private transaction on
December 20, 2007, the company initially remained subject to SEC
reporting obligations with respect to its Exchangeable
Subordinated Debentures due 2029 (PHONES) listed on the New York
Stock Exchange.  However, the New York Stock Exchange delisted the
PHONES in January 2009 due to the company's chapter 11 filing.
Consequently, the company no longer has any securities outstanding
that are listed on a national exchange that would require
continued SEC reporting.

In making its determination to deregister its debt securities and
suspend its SEC reporting obligations, the company considered
several factors, including the company's ongoing restructuring
efforts in connection with its chapter 11 filing and the continued
availability of certain financial information as a result of
chapter 11 court filings by the company.

Monthly operating reports and other information about the company
will continue to be made available in the company's filings with
the bankruptcy court in connection with its chapter 11 bankruptcy
proceedings.

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team. The company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141). The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

Bankruptcy Creditors' Service, Inc., publishes Tribune
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TUITION PROGRAM: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Tuition Program, Inc.
        184 S. Livingston Avenue
        Suite #242
        Livingston, NJ 07039

Bankruptcy Case No.: 09-10611

Chapter 11 Petition Date: January 12, 2009

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Debtor's Counsel: David A. Ast, Esq.
                  David Alan Ast, P.C.
                  222 Ridgedale Ave.
                  P.O. Box 1309
                  Morristown, NJ 07962-1309
                  Tel: (973) 984-1300
                  Fax: (973) 984-1478
                  Email: davidast@davidastlaw.com

Estimated Assets: $50,001 to $1,000,000

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

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

            http://bankrupt.com/misc/njb09-10611.pdf

The petition was signed by Brendon Devlin, Chief Executive Officer
of the company.


UNITED ARBORISTS: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: United Arborists, Inc.
        d/b/a Scott's Tree Service
        4850 Orange Avenue
        Fort Pierce, FL 34947

Bankruptcy Case No.: 09-10410

Chapter 11 Petition Date: January 12, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: John B. Culverhouse, Sr., Esq
                  320 S Indian River Dr # 100
                  Ft. Pierce, FL 34950
                  Tel: (772) 465-7572
                  Email: bradculverhouselaw@gmail.com

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

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

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

            http://bankrupt.com/misc/flsb09-10410.pdf

The petition was signed by Mark Farrara, Manager of the company.


US ENERGY BIOGAS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: U.S. Energy Biogas Corp.
        40 Tower Lane
        Avon, CT 06001

Bankruptcy Case No.: 09-10329

Debtor-affiliates filing separate Chapter 11 petitions
January 23, 2009:

        Entity                                     Case No.
        ------                                     --------
Biogas Financial Corporation                       09-10331
Power Generation (Suffolk), Inc.                   09-10332
Resources Generating Systems, Inc.                 09-10333
Suffolk Biogas, Inc.                               09-10334
USEB Assignee, LLC                                 09-10335
ZFC Energy, Inc.                                   09-10336
ZMG Inc.                                           09-10337
Oceanside Energy, Inc.                             09-10338

Debtor affiliates filing separate chapter 11 petitions on
January 9, 2008:

  Entity                                           Case No.
  ------                                           --------
  U.S. Energy Systems, Inc.                        08-10054
  G.B.G.H., L.L.C.                                 08-10056
  U.S. Energy Overseas Investments, L.L.C.         08-10057

Type of Business: The Debtors own and operate energy facilities
                  producing electricity and energy alternatives
                  to natural gas.

                  See: http://www.usenergysystems.com/

Chapter 11 Petition Date: January 23, 2009

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Debtor's Counsel: Peter S. Partee, Esq.
                  ppartee@hunton.com
                  Scott Howard Bernstein, Esq.
                  sbernstein@hunton.com
                  Hunton & Williams LLP
                  200 Park Avenue
                  New York, NY 10166-0136
                  Tel: (212) 309-1000
                  Fax: (212) 309-1100

Estimated Assets: $100 million to $500 million

Estimated Debts: $50 million to $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Silver Point Finance LLC       guaranty          $28,4000,000
2 Greenwich Plaza
Greenwich, CT 06830

Illinois Department of         tax               $265,683
Revenue
PO Box 19019
Springfield, IL 62794-9019

Adam Greene                    contract          $145,000
135 Eastern Parkway, 14E
New York, NY 11238

Department of Treasury         tax               $115,000
Internal Revenue Services

Weiser LLP                     tax               $46,500

Anthem BCBS of Connecticut     trade             $19,000

Kostin, Ruffkess & Co.         trade             $8,060

McGuire Woods LLP              trade             $7,739

Ascensus                       trade             $7,293

NH Department of Revenue       tax               $4,713
Administration

State of New Jersey            tax               $2,772

CK Resources                   trade             $2,470

United Parcel Service          trade             $1,573

AT&T                           trade             $1,424

FedEx                          trade             $940

Marick LLC                     trade             $332

New York State Corporation     tax               $325
Tax Processing Unit

Vermont Department of Taxation tax               $300

Cablevision                    trade             $162

The petition was signed by Richard Augustine, chief executive
officer.


USA SPRINGS: Trustee Seeks Dismissal of Chapter 11 Case
-------------------------------------------------------
Bob Sanders at New Hampshire Business Review reports that the
trustee's office said that it wants the U.S. Bankruptcy Court for
the District of New Hampshire to dismiss USA Springs Inc.'s
Chapter 11 reorganization case, or convert it to Chapter 7
liquidation.

According to court documents, the trustee's office said, "The
Debtor has no current ability to make debt service payments or
real estate tax payments and on information and belief the Debtor
has made none since the filing.  Without financing in place the
Debtor's Plan as proposed is not feasible."  Failure to pay debt
service and fees "lacks a reasonable likelihood of rehabilitating
its affairs," the trustee said in court documents.

The Business Review states that a hearing on the trustee's motion
was set for Feb. 18, 2009.

A hearing on the all asset sale was scheduled for April 1, 2009,
The Business Review says.  The Business Review relates that the
Official Committee of Unsecured Creditors said in December that it
wanted to sell off USA Springs' assets.

According to The Business Review, USA Springs had said it owed
more than $13.9 million, with only a few hundred dollars in its
checking account.  The report says that the company claimed its
business and real estate were valued at $127 million, and it could
use those assets get financing.

The Business Review states that USA Springs filed in October 2008
a reorganization plan that would let it continue constructing a
half-finished bottling plant and pay off creditors by July 2011.
USA Springs, according to the report, put off the filing of the
required disclosures about the plan until financing was in place,
blaming the delay on the poor economy.

USA Springs' creditors asked the Court in December 2008 to sell
the company's assets, primarily its 168.64 acres of land, The
Business Review reports.  The request, the report states, met
objections from Roswell Commercial Mortgage, LLC -- which holds at
least a $9 million first mortgage -- and the town of Nottingham,
which holds at least a $10,000 tax lien, saying that the asset
sale motion didn't make it clear that secured creditors get paid
before anyone else.

According to court documents, USA Springs said, "The Debtor
continues to speak with its financing partner on a day-to-day
basis.  The Debtor's financing partner tells the Debtor that it
has transferred sufficient funds to the United States Federal
Reserve System and will be ready to proceed within the next few
days."

The Business Review relates that USA Springs asked that the
deadline for the filing of its disclosure statement be extended to
Jan. 18.

Based in Nottingham, New Hampshire, USA Springs Inc. filed for
Chapter 11 bankruptcy protection on June 27, 2008 (D. N.H. Case
No. 08-11816).  Armand M. Hyatt, Esq., at Hyatt & Flynn, PLLC, and
Earl D. Munroe, Esq., at Muroe & Chew, represent the Debtor in its
restructuring efforts.  An Official Committee of Unsecured
Creditors has been appointed in the case.   The Committee's
counsel is Terrie Harman, Esq., at Harman Law Offices.  In its
schedules, the Debtor disclosed $127,000,335 in assets and
$13,913,901 in liabilities.


VALHI INC: Fitch Downgrades Issuer Default Rating to 'B-'
---------------------------------------------------------
Fitch Ratings has downgraded Valhi, Inc.'s Issuer Default Rating
to 'B-' from 'B+'.

In addition, Fitch has downgraded the rating on Valhi's
$85 million senior secured revolving credit facility to 'B-/RR4'
from 'B+/RR4'.  The facility is secured by a pledge of 20 million
shares of Kronos Worldwide, Inc. common stock owned by Valhi and
borrowings are limited to one-third of the market value of the
pledged shares.

Fitch has also downgraded Kronos International, Inc.'s ratings:

  -- IDR to 'B' from 'BB-';
  -- Senior secured notes to 'B/RR4' from 'BB-'.

Kronos International, Inc.'s EUR 80 million senior secured
revolving credit facility is rated at 'BB/RR1'.

The Rating Outlooks for both Valhi and Kronos International are
Negative.

The ratings actions reflect unfavorable trends in the Titanium
Dioxide industry.  Industry weakness beginning in the second half
of 2007 accelerated in 2008 and resulted in higher debt and lower
liquidity at the subsidiary level and higher debt, and a
substantial halt to dividends to Kronos Worldwide, Inc.  Free cash
generation has been negative given higher capital requirements and
declining earnings in 2008.  Fitch expects persistent high
leverage at Kronos International.  At the Valhi parent level, the
company will be borrowing under its revolver to fund capital at
its waste disposal subsidiary.

The Negative Outlooks reflect Fitch's view that trading conditions
could deteriorate further and that leverage could increase.  In
particular, Fitch expects Kronos International's total debt to
operating EBITDA will exceed 7 times (x) over the next 12 to 18
months.

The ratings reflect adequate liquidity at both Valhi and Kronos
International, KRO's strong market position in the TiO2 industry
(fifth largest globally) and Valhi's reliance on dividends from
KRO and NL Industries Inc. (NYSE: NL). NL, itself a holding
company, relies on dividends from KRO and CompX International,
Inc.

Valhi had cash on hand of $12.4 million and availability under its
$100 million credit facility of $91.6 million after $7 million of
drawings at Sept. 30, 2008.  The facility was subsequently renewed
at $85 million through October 2009.  Kronos International had
cash on hand equivalent to $25.8 million and $95 million available
under its EUR 80 million credit facility at Sept. 30, 2008.  Fitch
expects liquidity to have been reduced in the fourth quarter given
the sharp worldwide economic contraction.

Kronos International, Inc. is Europe's second largest producer of
TiO2 pigments.  The company is a wholly owned subsidiary of Kronos
Worldwide, Inc., a holding company which has additional ownership
interests in certain North American TiO2 producers.  TiO2 pigments
are used in paints, paper, plastics, fibers and ceramics.  Kronos
International generated approximately $946 million of sales and
operating EBITDA of approximately $114 million for 2007.

Valhi is a holding company with direct and indirect ownership
stakes in NL Industries, Inc., Kronos Worldwide, Inc., CompX
International, Inc. (manufacturer of component products) and Waste
Control Specialists (provider of hazardous waste disposal
services).  Consolidated revenues and operating EBITDA for 2007
were $1.5 billion and $145 million, respectively.


VERENIUM CORP: Inks Compensation & Employment Pact With CFO
-----------------------------------------------------------
Verenium Corporation entered into a compensation and employment
agreement with Jeffrey G. Black, the company's senior vice
president, chief accounting officer and interim chief financial
officer.

Pursuant to the terms of the Employment Agreement, Mr. Black will
be paid a semi-monthly base salary of $10,833, and will be
eligible to receive an annual performance-based incentive bonus of
up to a maximum of 40% of his base salary earned during the
period.

In the event that Mr. Black is terminated without cause or resigns
for good reason, the company will pay him severance pay in the
amount of his then-current annual base salary, plus a pro rated
Bonus Amount equal to the higher of (i) his target bonus amount
for the year in which the termination occurs, or (ii) the average
bonus amount paid to him in the two fiscal years prior to his
termination date.  The Severance Payment will be paid in equal
installments over a period of 12 months and Mr. Black will also be
eligible to receive 12 months of COBRA payments for health and
dental benefits.

Additionally, the vesting of the Mr. Black's stock options will
accelerate in the event that he is terminated without cause or
resigns for good reason.  The vesting of the his time-based
options, performance-based options that have been converted to
time-based vesting, and restricted stock will automatically
accelerate as if Mr. Black had been employed by the company for an
additional twenty-four months as of the date of the termination
and will no longer be subject to forfeiture or a right to
repurchase by the company as of the date of termination.

In the event that Mr. Black is terminated without cause or resigns
for good reason within 15 months after the effective date of a
change of control of the company, he will receive the Severance
Payment and benefits.  In addition, all time-based options and
performance-based options held by Mr. Black that are unvested will
be immediately accelerated such that they will be fully vested.
Also, the vesting of any performance-based options held by
Mr. Black that have not been converted to time-based options will
be accelerated so that the options will vest in substantially
equal monthly installments, commencing from the date of the change
in control until the earlier of (x) the original vesting date of
such options, or (y) the date which is four years after the change
in control.

If payments under the Employment Agreement constitute Section 280G
parachute payments that are subject to excise taxes imposed by
Section 4999 of the Internal Revenue Code of 1986, as amended, the
company will pay to Mr. Black an amount equal to the higher of (i)
a payment that is reduced so that there would be no excise tax
under Section 4999 of the Code, or (ii) a payment, which after
taking into account all applicable taxes, would provide the
individual with the largest payment amount on an after-tax basis.

A copy of the Employment Agreement will be filed as an exhibit to
the company's annual report on Form 10-K for the fiscal year
ending Dec. 31, 2008.

                       About Verenium Corp.

Based in Cambridge, Massachusetts, Verenium Corporation (Nasdaq:
VRNM) -- http://www.verenium.com/-- is engaged in the development
and commercialization of next-generation cellulosic ethanol, an
environmentally-friendly and renewable transportation fuel, as
well as high-performance specialty enzymes for applications within
the alternative fuels, specialty industrial processes, and animal
nutrition and health markets.

                 Going Concern/Possible Bankruptcy

As reported in the Troubled company Reporter on April 1, 2008,
Ernst & Young LLP, in San Diego, expressed substantial doubt about
Verenium Corporation's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2007.  The auditing firm pointed to the
company's recurring operating losses and accumulated deficit of
$437.1 million at Dec. 31, 2007.

As of September 30, 2008, Verenium Corporation's balance sheet
showed $172.4 million in total assets, $181.9 million in total
liabilities, a net asset deficiency and stockholders' deficit of
$29.1 million and an accumulated deficit of $610.0 million.  The
company reported $133.2 million in net loss for the third quarter
of 2008, compared with $20.4 million in net loss in the third
quarter of 2007.  For the nine months ended September 30, 2008,
the company had net losses of $172.9 million.

The company has said it will require additional capital to fund
its operations, and plans to address the expected shortfall of
working capital through a combination of additional corporate
partnerships and collaborations, federal and state grant funding,
incremental product sales, selling or financing assets, and, if
necessary and available, the sale of equity or debt securities.
If the company is unsuccessful in raising additional capital from
any of these sources, it will defer, reduce, or eliminate certain
planned expenditures.  The company will continue to consider other
financing alternatives including but not limited to, a divesture
of all or part of its business.  There can be no assurance that
the company will be able to obtain any sources of financing on
acceptable terms, or at all.  If the company cannot obtain
sufficient additional financing in the short-term, it may be
forced to restructure or significantly curtail its operations,
file for bankruptcy or cease operations.

On August 6, 2008, the company entered into a strategic
partnership with BP Biofuels North America LLC, to accelerate the
development and commercialization of cellulosic ethanol.  During
the initial 18-month phase of the joint development program, the
company expects to receive $90 million in connection with the
transaction, of which $24.5 million has been received as of
September 30, 2008.  In connection with the strategic partnership,
the company formed a special purpose entity, Galaxy Biofuels LLC.
Verenium expects the BP funding to substantially fund its working
capital requirements into 2009.


WINONA MEMORIAL: Indianapolis Gets Building; No Competing Bids
--------------------------------------------------------------
The Associated Press reports that the city of Indianapolis has
become the owner of the closed Winona Memorial Hospital building,
after no one presented a bid for the building during a tax sale.

No one made a bid to pay the almost $2 million tax lien on the
vacant hospital property, Indianapolis Star relates, citing Marion
County Treasurer Mike Rodman.  According to The AP, the site has
been unused since the hospital went bankrupt.

City officials will decide future uses for the property, which the
previous owners had abandoned, The AP states, citing Mr. Rodman.

Winona Memorial Hospital is based in Indianapolis.

As reported by the Troubled Company Reporter on Aug. 25, 2004,
Winona Memorial sought for court protection, saying that it would
reorganize after creditors forced it into bankruptcy.


WORTHY CONSTRUCTION: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Worthy Construction Co.
        P.O. Box 3029
        Wilmington, DE 19804

Bankruptcy Case No.: 09-10112

Chapter 11 Petition Date: January 12, 2009

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

Debtor's Counsel: Joseph J. Bodnar, Esq.
                  Law Offices of Joseph J. Bodnar
                  2101 North Harrison Street, Suite 101
                  Wilmington, DE 19802
                  Tel: (302) 652-5506
                  Fax: (320) 213-2709
                  Email: jbodnar@BodnarLaw.net

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

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

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Local 326 Teamsters                          -        $40,000

Hop Energy                   Purchase of Goods          20,000

The petition was signed by James Worthy, Vice-President of the
company.


* Auto Parts Suppliers May Need Bailout Fund to Avert Bankruptcy
----------------------------------------------------------------
Auto parts suppliers in the U.S. need access to the $700 billion
Wall Street rescue fund from the government to avert liquidation
or bankruptcy this month, Robert Snell at The Detroit News
reports, citing an industry source.

According to The Detroit News, Original Equipment Suppliers
Association chairperson Linda Hasenfratz said that "hundreds" of
suppliers could collapse in the next two months because U.S. auto
production has stopped, as manufacturers seek to cut costs and
trim inventory.  Citing Ms. Hasenfratz, the report states that
suppliers' cash reserves are declining.  According to the report,
suppliers are having trouble accessing cash to continue operating
as General Motors Corp., Chrysler LLC, and Ford Motor Co.
implement unprecedented production cuts.

The Detroit News quoted Original Equipment Suppliers Association
CEO Neil De Koker as saying, "We need the same financial support"
that GM and Chrysler received.

The Detroit News relates that Mr. De Koker said that the group has
discussed with President Barack Obama's transition team and the
U.S. Treasury Department officials about tapping into the
$700 billion Wall Street rescue fund, but no decision has been
yet.  The report states that Original Equipment, which represents
parts makers, wants federal funds to be used to speed payments
from GM and Chrysler.  Mr. De Koker, according to the report, said
that the automakers could pay in 10 days, instead of an average 47
days.  The report says that the group wants funding that would
ensure direct loans to suppliers and federal funds that would
guarantee receivables, which is money owed to a supplier and used
as collateral for working-capital loans.

Citing Dura Automotive Systems's president and CEO Timothy
Leuliette, The Detroit News reports that February and March will
be tough for suppliers due to production cuts.

Banks are reportedly refusing to renegotiate loan terms and are
charging parts makers exorbitant fees, The Detroit News states.
"Financing is drying up and financial institutions don't want to
work with automotive" companies, the report quoted Mr. Leuliette
as saying.  Banks must begin lending money from the $350 billion
they received from the Wall Street rescue fund, the report says,
citing Mr. Leuliette.


* BOND PRICING: For the Week of Jan. 19 - Jan. 23, 2009
-------------------------------------------------------
Company             Coupon      Maturity    Bid Price
-------             ------      --------    ---------
ABITIBI-CONS FIN      7.875%     8/1/2009        72.13
ACCURIDE CORP           8.5%     2/1/2015       29.125
ACE CASH EXPRESS      10.25%    10/1/2014        19.13
ADVANTA CAP TR         8.99%   12/17/2026          5.5
AFFINITY GROUP            9%    2/15/2012        46.63
AFFINITY GROUP            9%    2/15/2012           45
AHERN RENTALS          9.25%    8/15/2013         27.1
ALABAMA POWER           5.5%    10/1/2042        48.88
ALERIS INTL INC          10%   12/15/2016       16.475
AMBASSADORS INTL       3.75%    4/15/2027         29.5
AMD                    5.75%    8/15/2012           31
AMER AXLE & MFG        5.25%    2/11/2014           29
AMER CAP STRATEG       6.85%     8/1/2012       41.125
AMER GENL FIN         3.875%    10/1/2009           84
AMER GENL FIN         4.625%     9/1/2010        65.25
AMER GENL FIN         4.875%    5/15/2010       70.875
AMERIQUAL GROUP         9.5%     4/1/2012        43.25
AMES TRUE TEMPER         10%    7/15/2012         33.5
AMR CORP              10.13%    6/15/2011        47.75
AMR CORP               10.4%    3/10/2011         42.5
AMR CORP              10.42%    3/15/2011           60
AMR CORP              10.45%    3/10/2011           56
ANTHRACITE CAP        11.75%     9/1/2027       30.384
ANTIGENICS             5.25%     2/1/2025       24.319
APPLETON PAPERS        9.75%    6/15/2014         22.5
ARCO CHEMICAL CO        9.8%     2/1/2020       26.875
ARCO CHEMICAL CO      10.25%    11/1/2010           29
ASARCO INC            7.875%    4/15/2013           36
ASBURY AUTO GRP           3%    9/15/2012           33
ASSURED GUARANTY        6.4%   12/15/2066           12
ATHEROGENICS INC        1.5%     2/1/2012            8
ATHEROGENICS INC        4.5%     9/1/2008         8.25
ATHEROGENICS INC        4.5%     3/1/2011          8.5
AVENTINE RENEW           10%     4/1/2017           12
AVIS BUDGET CAR       7.625%    5/15/2014        31.25
BANK NEW ENGLAND       8.75%     4/1/1999         5.13
BANK NEW ENGLAND      9.875%    9/15/1999            3
BANKUNITED CAP        3.125%     3/1/2034          8.5
BARRINGTON BROAD       10.5%    8/15/2014        22.88
BEAZER HOMES USA      4.625%    6/15/2024         41.2
BEAZER HOMES USA      8.375%    4/15/2012        38.12
BEAZER HOMES USA      8.625%    5/15/2011         50.5
BELL MICROPRODUC       3.75%     3/5/2024       69.017
BELL MICROPRODUC       3.75%     3/5/2024           18
BON-TON DEPT STR      10.25%    3/15/2014        14.75
BON-TON DEPT STR      10.25%    3/15/2014        15.75
BORDEN INC            8.375%    4/15/2016         4.75
BORDEN INC              9.2%    3/15/2021            5
BOWATER INC             6.5%    6/15/2013           19
BOWATER INC               9%     8/1/2009        21.52
BOWATER INC           9.375%   12/15/2021        12.75
BOWATER INC             9.5%   10/15/2012           17
BROADVIEW NETWRK     11.375%     9/1/2012           45
BRODER BROS CO        11.25%   10/15/2010         22.5
BUFFALO THUNDER       9.375%   12/15/2014        10.75
BURLINGTON COAT      11.125%    4/15/2014       34.063
CALLON PETROLEUM       9.75%    12/8/2010           52
CARAUSTAR INDS         7.25%     5/1/2010        51.13
CARAUSTAR INDS        7.375%     6/1/2009           59
CCH I LLC              9.92%     4/1/2014          2.5
CCH I LLC                10%    5/15/2014        14.25
CCH I LLC                10%    5/15/2014        3.974
CCH I LLC            11.125%    1/15/2014          2.5
CCH I LLC            12.125%    1/15/2015        1.977
CCH I LLC              13.5%    1/15/2014            4
CCH I/CCH I CP           11%    10/1/2015           16
CCH I/CCH I CP           11%    10/1/2015        23.75
CCH I/CCH I CP           11%    10/1/2015         17.5
CCH I/CCH I CP           11%    10/1/2015        23.75
CCH II/CCH II CP      10.25%    1/15/2010        42.62
CCH II/CCH II CP      10.25%    9/15/2010        50.25
CCH II/CCH II CP      10.25%    9/15/2010           52
CELL GENESYS INC      3.125%    11/1/2011           40
CHAMPION ENTERPR       2.75%    11/1/2037        12.75
CHAMPION ENTERPR      7.625%    5/15/2009        83.88
CHAPARRAL ENERGY        8.5%    12/1/2015           22
CHAPARRAL ENERGY      8.875%     2/1/2017       11.943
CHARTER COMM HLD      9.625%   11/15/2009       79.983
CHARTER COMM HLD         10%     4/1/2009        86.38
CHARTER COMM HLD         10%    5/15/2011        12.98
CHARTER COMM HLD      10.75%    10/1/2009        11.93
CHARTER COMM HLD     11.125%    1/15/2011        15.81
CHARTER COMM HLD      11.75%    1/15/2010        43.37
CHARTER COMM HLD      11.75%    5/15/2011        25.63
CHARTER COMM HLD     12.125%    1/15/2012         2.25
CHARTER COMM HLD       13.5%    1/15/2011         2.25
CHARTER COMM INC        6.5%    10/1/2027          3.5
CHENIERE ENERGY        2.25%     8/1/2012           16
CITADEL BROADCAS          4%    2/15/2011           49
CITIGROUP INC         3.625%     2/9/2009          100
CLAIRE'S STORES        9.25%     6/1/2015         23.5
CLAIRE'S STORES        10.5%     6/1/2017           18
CLEAR CHANNEL           4.4%    5/15/2011        31.85
CLEAR CHANNEL           4.5%    1/15/2010         63.5
CLEAR CHANNEL           4.9%    5/15/2015        17.25
CLEAR CHANNEL             5%    3/15/2012        18.25
CLEAR CHANNEL           5.5%    9/15/2014           14
CLEAR CHANNEL           5.5%   12/15/2016        17.01
CLEAR CHANNEL          5.75%    1/15/2013           23
CLEAR CHANNEL          6.25%    3/15/2011           33
CLEAR CHANNEL         6.875%    6/15/2018        12.87
CLEAR CHANNEL          7.25%   10/15/2027       14.794
CLEAR CHANNEL          7.65%    9/15/2010           58
CLEAR CHANNEL         10.75%     8/1/2016           25
CMP SUSQUEHANNA       9.875%    5/15/2014        4.125
COEUR D'ALENE          1.25%    1/15/2024         31.5
COEUR D'ALENE          3.25%    3/15/2028        30.75
COLLEGIATE PAC         5.75%    12/1/2009           78
COMPUCREDIT           3.625%    5/30/2025           29
CONEXANT SYSTEMS          4%     3/1/2026       43.031
CONSTAR INTL             11%    12/1/2012            4
COOPER-STANDARD       8.375%   12/15/2014           25
CREDENCE SYSTEM         3.5%    5/15/2010        15.55
DAYTON SUPERIOR          13%    6/15/2009           58
DECODE GENETICS         3.5%    4/15/2011            5
DECODE GENETICS         3.5%    4/15/2011        5.677
DELPHI CORP             6.5%    8/15/2013            3
DELPHI CORP            8.25%   10/15/2033        0.001
DEX MEDIA INC             8%   11/15/2013       15.563
DEX MEDIA WEST          8.5%    8/15/2010        63.25
DEX MEDIA WEST          8.5%    8/15/2010        63.13
DEX MEDIA WEST        9.875%    8/15/2013         29.5
DOLE FOODS CO         8.625%     5/1/2009         92.5
DR HORTON                 8%     2/1/2009         99.2
DRIVETIME AUTO        11.25%     7/1/2013        42.25
DUANE READE INC        9.75%     8/1/2011           53
DUNE ENERGY INC        10.5%     6/1/2012         35.5
E*TRADE FINL              8%    6/15/2011           59
EL PASO CORP          6.375%     2/1/2009          100
ENERGY PARTNERS        8.75%     8/1/2010        66.13
ENERGY PARTNERS        9.75%    4/15/2014        32.25
EOP OPERATING LP          7%    7/15/2011        38.93
EPIX MEDICAL INC          3%    6/15/2024        30.25
FGIC CORP                 6%    1/15/2034          8.5
FIBERTOWER CORP           9%   11/15/2012        24.75
FINISAR CORP            2.5%   10/15/2010       49.875
FINLAY FINE JWLY      8.375%     6/1/2012          7.5
FIRST DATA CORP         4.7%     8/1/2013        25.12
FLOTEK INDS            5.25%    2/15/2028           28
FONTAINEBLEAU LA         11%    6/15/2015    9.9793773
FORD HOLDINGS           9.3%     3/1/2030       20.982
FORD HOLDINGS         9.375%     3/1/2020           21
FORD MOTOR CO         6.625%    2/15/2028       16.652
FORD MOTOR CO           7.7%    5/15/2097         20.5
FORD MOTOR CO          7.75%    6/15/2043           17
FORD MOTOR CO         8.875%    1/15/2022       22.475
FORD MOTOR CO           8.9%    1/15/2032           22
FORD MOTOR CO         9.215%    9/15/2021         21.5
FORD MOTOR CO           9.5%    9/15/2011       40.938
FORD MOTOR CO          9.95%    2/15/2032           16
FORD MOTOR CO          9.98%    2/15/2047           20
FORD MOTOR CRED         4.3%    3/20/2009        86.45
FORD MOTOR CRED        4.35%    2/20/2009       100.09
FORD MOTOR CRED        4.35%    3/20/2009        98.77
FORD MOTOR CRED        4.45%    4/20/2009        80.13
FORD MOTOR CRED         4.5%    2/20/2009           96
FORD MOTOR CRED         4.5%    3/20/2009       80.571
FORD MOTOR CRED         4.7%    4/20/2009         80.1
FORD MOTOR CRED        4.75%    4/20/2009        61.41
FORD MOTOR CRED           5%    8/20/2009           77
FORD MOTOR CRED           5%    1/20/2011        23.26
FORD MOTOR CRED           5%    2/22/2011        30.86
FORD MOTOR CRED         5.1%    8/20/2009        77.75
FORD MOTOR CRED         5.1%   11/20/2009           76
FORD MOTOR CRED         5.1%    2/22/2011           54
FORD MOTOR CRED        5.15%   11/20/2009        76.05
FORD MOTOR CRED         5.2%    7/20/2009           80
FORD MOTOR CRED         5.2%    3/21/2011       31.775
FORD MOTOR CRED         5.2%    3/21/2011       47.868
FORD MOTOR CRED        5.25%    2/22/2011       48.136
FORD MOTOR CRED        5.25%    3/21/2011        53.52
FORD MOTOR CRED        5.25%    9/20/2011        45.59
FORD MOTOR CRED         5.3%    4/20/2011        31.76
FORD MOTOR CRED        5.35%    2/22/2011        35.14
FORD MOTOR CRED         5.4%    9/20/2011         47.5
FORD MOTOR CRED         5.4%   10/20/2011           42
FORD MOTOR CRED        5.45%    6/21/2010        39.69
FORD MOTOR CRED        5.45%    4/20/2011        47.43
FORD MOTOR CRED        5.45%   10/20/2011           46
FORD MOTOR CRED         5.5%    6/22/2009         86.5
FORD MOTOR CRED         5.5%    1/20/2010           64
FORD MOTOR CRED         5.5%    2/22/2010        65.19
FORD MOTOR CRED         5.5%    2/22/2010        64.89
FORD MOTOR CRED         5.5%    4/20/2011           53
FORD MOTOR CRED         5.5%    9/20/2011         32.5
FORD MOTOR CRED        5.55%    6/21/2010           62
FORD MOTOR CRED        5.55%    9/20/2011       43.303
FORD MOTOR CRED         5.6%   12/20/2010           43
FORD MOTOR CRED         5.6%    4/20/2011           40
FORD MOTOR CRED         5.6%    8/22/2011           48
FORD MOTOR CRED         5.6%   11/21/2011           44
FORD MOTOR CRED         5.6%   11/21/2011           41
FORD MOTOR CRED        5.65%   12/20/2010           50
FORD MOTOR CRED        5.65%    5/20/2011           25
FORD MOTOR CRED        5.65%    7/20/2011        46.91
FORD MOTOR CRED        5.65%   11/21/2011        26.42
FORD MOTOR CRED        5.65%    1/21/2014           27
FORD MOTOR CRED         5.7%    3/22/2010       79.391
FORD MOTOR CRED         5.7%   12/20/2011           38
FORD MOTOR CRED         5.7%    1/20/2012       41.865
FORD MOTOR CRED        5.75%    1/20/2010       82.213
FORD MOTOR CRED        5.75%    3/22/2010           66
FORD MOTOR CRED        5.75%    6/21/2010         68.5
FORD MOTOR CRED        5.75%    8/22/2011        43.55
FORD MOTOR CRED        5.75%   12/20/2011       37.074
FORD MOTOR CRED        5.75%    2/21/2012           32
FORD MOTOR CRED         5.8%    8/22/2011       45.747
FORD MOTOR CRED        5.85%    5/20/2010         60.2
FORD MOTOR CRED        5.85%    6/21/2010         29.4
FORD MOTOR CRED        5.85%    7/20/2010           50
FORD MOTOR CRED        5.85%    7/20/2011         39.2
FORD MOTOR CRED        5.85%    1/20/2012        40.59
FORD MOTOR CRED         5.9%    7/20/2011        45.77
FORD MOTOR CRED           6%    6/21/2010        43.04
FORD MOTOR CRED           6%   10/20/2010           55
FORD MOTOR CRED           6%   12/20/2010         30.5
FORD MOTOR CRED           6%   11/20/2014        24.75
FORD MOTOR CRED        6.05%    7/20/2010        55.15
FORD MOTOR CRED        6.05%    9/20/2010           44
FORD MOTOR CRED        6.05%    6/20/2011           39
FORD MOTOR CRED         6.1%    6/20/2011           32
FORD MOTOR CRED        6.15%    9/20/2010        39.28
FORD MOTOR CRED        6.15%    5/20/2011        46.32
FORD MOTOR CRED         6.2%    6/20/2011         44.7
FORD MOTOR CRED         6.2%    3/20/2015       23.284
FORD MOTOR CRED        6.25%    8/20/2010           50
FORD MOTOR CRED        6.25%    6/20/2011        46.55
FORD MOTOR CRED        6.25%    6/20/2011           49
FORD MOTOR CRED        6.25%    2/21/2012         40.5
FORD MOTOR CRED        6.25%    1/20/2015       26.325
FORD MOTOR CRED        6.25%    3/20/2015           25
FORD MOTOR CRED         6.3%    5/20/2014        30.21
FORD MOTOR CRED        6.35%    9/20/2010           62
FORD MOTOR CRED         6.4%    8/20/2010       36.786
FORD MOTOR CRED         6.5%    8/20/2010        58.55
FORD MOTOR CRED         6.5%    3/20/2015        21.67
FORD MOTOR CRED         6.6%    3/20/2012        17.59
FORD MOTOR CRED        6.75%    6/20/2014           28
FORD MOTOR CRED        6.85%    6/20/2014         26.6
FORD MOTOR CRED        6.95%    4/20/2010           62
FORD MOTOR CRED           7%     7/1/2010           62
FORD MOTOR CRED           7%    7/20/2010        57.62
FORD MOTOR CRED         7.1%    9/20/2010           39
FORD MOTOR CRED        7.25%    3/22/2010        80.38
FORD MOTOR CRED        7.25%    7/20/2017         20.9
FORD MOTOR CRED         7.3%    1/23/2012           44
FORD MOTOR CRED         7.3%    4/20/2015           22
FORD MOTOR CRED         7.4%    8/21/2017        20.76
FORD MOTOR CRED         7.5%    4/25/2011        48.87
FORD MOTOR CRED         7.9%    5/18/2015           28
FREESCALE SEMICO      8.875%   12/15/2014        30.75
FREESCALE SEMICO     10.125%   12/15/2016       22.225
FREESCALE SEMICO     10.125%   12/15/2016         26.5
FREMONT GEN CORP      7.875%    3/17/2009           49
FRONTIER AIRLINE          5%   12/15/2025         17.5
G-I HOLDINGS             10%    2/15/2006          1.6
GENCORP INC               4%    1/16/2024           61
GENERAL MOTORS         6.75%     5/1/2028       13.003
GENERAL MOTORS        7.125%    7/15/2013         17.5
GENERAL MOTORS          7.2%    1/15/2011           22
GENERAL MOTORS        7.375%    5/23/2048       11.031
GENERAL MOTORS          7.4%     9/1/2025        13.25
GENERAL MOTORS          7.7%    4/15/2016           16
GENERAL MOTORS          8.1%    6/15/2024        14.03
GENERAL MOTORS         8.25%    7/15/2023         18.5
GENERAL MOTORS        8.375%    7/15/2033           15
GENERAL MOTORS          8.8%     3/1/2021         13.5
GENERAL MOTORS          9.4%    7/15/2021        16.59
GENERAL MOTORS         9.45%    11/1/2011       13.375
GENWORTH GLOBAL        5.65%    7/15/2016           13
GENWORTH GLOBAL         6.1%    4/15/2033           15
GEORGIA GULF CRP      7.125%   12/15/2013           33
GEORGIA GULF CRP        9.5%   10/15/2014           23
GEORGIA GULF CRP      10.75%   10/15/2016            9
GGP LP                 3.98%    4/15/2027   9.99874997
GMAC LLC               4.05%    2/15/2009        95.26
GMAC LLC                4.1%    3/15/2009       97.625
GMAC LLC               4.25%    2/15/2009         89.5
GMAC LLC               4.25%    2/15/2009           98
GMAC LLC                4.5%    4/15/2009        97.65
GMAC LLC                4.5%    4/15/2009         97.5
GMAC LLC                4.7%    5/15/2009        95.34
GMAC LLC                4.9%   10/15/2009           78
GMAC LLC               4.95%   10/15/2009         80.1
GMAC LLC                  5%    8/15/2009        82.89
GMAC LLC                  5%    8/15/2009           80
GMAC LLC                  5%   10/15/2009       84.107
GMAC LLC                5.1%    7/15/2009        83.75
GMAC LLC                5.1%    8/15/2009           83
GMAC LLC                5.2%   11/15/2009        71.69
GMAC LLC               5.25%    6/15/2009       92.017
GMAC LLC               5.25%    7/15/2009        81.44
GMAC LLC               5.25%   11/15/2009        83.42
GMAC LLC                5.3%    1/15/2010           65
GMAC LLC               5.35%   12/15/2009        80.25
GMAC LLC                5.5%    6/15/2009           93
GMAC LLC                5.6%    2/15/2009         73.5
GMAC LLC                5.7%   10/15/2013        12.14
GMAC LLC               5.75%    1/15/2010           73
GMAC LLC               5.75%    1/15/2014         14.5
GMAC LLC               5.85%    2/15/2010           70
GMAC LLC               5.85%    6/15/2013           12
GMAC LLC                  6%    3/15/2009        93.38
GMAC LLC                  6%    1/15/2010           70
GMAC LLC                  6%    2/15/2010           60
GMAC LLC                  6%    2/15/2010           70
GMAC LLC                  6%     4/1/2011         64.5
GMAC LLC                  6%    7/15/2013       30.362
GMAC LLC                  6%   11/15/2013         30.5
GMAC LLC               6.05%    3/15/2009         92.5
GMAC LLC                6.1%    4/15/2009           97
GMAC LLC                6.1%    5/15/2009        44.75
GMAC LLC                6.2%   11/15/2013         30.9
GMAC LLC               6.25%    6/15/2009        54.26
GMAC LLC               6.25%    3/15/2013         32.5
GMAC LLC               6.25%    7/15/2013        20.87
GMAC LLC                6.3%    6/15/2009        83.91
GMAC LLC                6.3%    7/15/2009        84.72
GMAC LLC              6.375%    6/15/2010        14.86
GMAC LLC              6.375%    1/15/2014        29.65
GMAC LLC                6.4%    3/15/2013        33.19
GMAC LLC               6.45%    2/15/2013         36.5
GMAC LLC                6.5%    6/15/2009        71.65
GMAC LLC                6.5%   10/15/2009       81.637
GMAC LLC                6.5%    3/15/2010           66
GMAC LLC                6.5%    5/15/2012         19.5
GMAC LLC                6.5%    2/15/2013        33.25
GMAC LLC                6.5%    3/15/2013       34.875
GMAC LLC                6.5%    6/15/2013           25
GMAC LLC                6.6%    7/15/2009           36
GMAC LLC                6.6%    6/15/2012           20
GMAC LLC                6.6%    6/15/2019        10.87
GMAC LLC              6.625%   10/15/2011       37.875
GMAC LLC                6.7%    5/15/2014        37.25
GMAC LLC               6.75%    2/15/2009         72.6
GMAC LLC               6.75%    9/15/2011       54.401
GMAC LLC               6.75%   10/15/2011       42.357
GMAC LLC               6.75%    7/15/2012        38.85
GMAC LLC               6.75%    9/15/2012           42
GMAC LLC               6.75%   10/15/2012        40.25
GMAC LLC               6.75%    4/15/2013           14
GMAC LLC               6.75%    4/15/2013           14
GMAC LLC               6.75%    6/15/2014        30.02
GMAC LLC                6.8%    7/15/2009       74.886
GMAC LLC                6.8%   11/15/2009        73.31
GMAC LLC                6.8%   12/15/2009       20.885
GMAC LLC                6.8%    2/15/2013        31.78
GMAC LLC               6.85%    7/15/2009           80
GMAC LLC              6.875%    4/15/2013         36.5
GMAC LLC                6.9%   12/15/2009        73.52
GMAC LLC                  7%    2/15/2009        69.76
GMAC LLC                  7%    2/15/2009       84.394
GMAC LLC                  7%    3/15/2009        95.36
GMAC LLC                  7%    7/15/2009         83.6
GMAC LLC                  7%    9/15/2009       88.162
GMAC LLC                  7%    9/15/2009           81
GMAC LLC                  7%   10/15/2009         82.5
GMAC LLC                  7%   10/15/2009           80
GMAC LLC                  7%   11/15/2009           75
GMAC LLC                  7%   11/15/2009        75.83
GMAC LLC                  7%    1/15/2010        50.53
GMAC LLC                  7%   10/15/2011        40.47
GMAC LLC                  7%    9/15/2012        40.25
GMAC LLC                  7%   12/15/2012        40.25
GMAC LLC                  7%    1/15/2013        37.25
GMAC LLC                  7%    2/15/2018       10.611
GMAC LLC               7.05%   10/15/2009           80
GMAC LLC                7.1%    9/15/2012        37.75
GMAC LLC                7.1%    1/15/2013        32.08
GMAC LLC                7.1%    1/15/2013       32.765
GMAC LLC              7.125%    8/15/2009       76.875
GMAC LLC              7.125%    8/15/2012       40.906
GMAC LLC              7.125%   12/15/2012         35.5
GMAC LLC               7.15%    8/15/2009       81.258
GMAC LLC               7.15%    8/15/2010           27
GMAC LLC               7.15%   11/15/2012        35.75
GMAC LLC                7.2%    8/15/2009        82.78
GMAC LLC               7.25%    1/15/2010       66.867
GMAC LLC               7.25%    8/15/2012           35
GMAC LLC               7.25%   12/15/2012         35.5
GMAC LLC                7.5%   10/15/2012         37.8
GMAC LLC               7.55%    8/15/2010           30
GMAC LLC                7.7%    8/15/2010         54.5
GMAC LLC                7.7%    8/15/2010           35
GMAC LLC               7.75%   10/15/2012           35
GMAC LLC               7.85%    8/15/2010           60
GMAC LLC              7.875%   11/15/2012         32.5
GMAC LLC                  8%    6/15/2010           78
GMAC LLC                  8%    7/15/2010           65
GMAC LLC                  8%    9/15/2010           30
GMAC LLC                  8%    8/15/2015           16
GMAC LLC                8.2%    7/15/2010           60
GMAC LLC               8.25%    9/15/2012       20.274
GMAC LLC                8.4%    4/15/2010           75
GMAC LLC                8.4%    8/15/2015         25.1
GMAC LLC                8.4%    8/15/2015         15.1
GMAC LLC                8.5%    5/15/2010       70.192
GMAC LLC                8.5%    8/15/2015           17
GMAC LLC               8.65%    8/15/2015           14
GRAHAM PACKAGING        8.5%   10/15/2012        40.25
GREAT LAKES CHEM          7%    7/15/2009       63.131
HAIGHTS CROSS OP      11.75%    8/15/2011        34.25
HANNA (MA) CO          6.52%    2/23/2010       70.063
HARRAHS OPER CO       5.375%   12/15/2013         20.6
HARRAHS OPER CO         5.5%     7/1/2010        58.55
HARRAHS OPER CO       5.625%     6/1/2015         16.5
HARRAHS OPER CO        5.75%    10/1/2017       16.188
HARRAHS OPER CO         6.5%     6/1/2016         17.1
HARRAHS OPER CO           8%     2/1/2011         37.2
HARRAHS OPER CO       10.75%     2/1/2016   29.8698245
HARRY & DAVID OP          9%     3/1/2013           35
HAWAIIAN TELCOM        9.75%     5/1/2013         6.25
HAWAIIAN TELCOM        12.5%     5/1/2015        1.625
HEADWATERS INC        2.875%     6/1/2016         38.5
HEXION US/NOVA         9.75%   11/15/2014           14
HILTON HOTELS           7.5%   12/15/2017           20
HINES NURSERIES       10.25%    10/1/2011            8
HUMAN GENOME           2.25%   10/15/2011         36.9
HUMAN GENOME           2.25%    8/15/2012           32
HUTCHINSON TECH        3.25%    1/15/2026        30.05
IDEARC INC                8%   11/15/2016         5.25
IDEARC INC                8%   11/15/2016        3.375
INDALEX HOLD           11.5%     2/1/2014       10.875
INN OF THE MOUNT         12%   11/15/2010           27
INTCOMEX INC          11.75%    1/15/2011           40
INTL LEASE FIN        6.375%    3/15/2009        99.75
IRIDIUM LLC/CAP          14%    #N/A N Ap        0.299
ISOLAGEN INC            3.5%    11/1/2024           15
ISTAR FINANCIAL       5.125%     4/1/2011        44.13
ISTAR FINANCIAL       5.125%     4/1/2011           47
ISTAR FINANCIAL        5.15%     3/1/2012         43.5
ISTAR FINANCIAL       5.375%    4/15/2010        61.25
ISTAR FINANCIAL         5.5%    6/15/2012           40
ISTAR FINANCIAL        5.65%    9/15/2011        40.25
ISTAR FINANCIAL         5.8%    3/15/2011           44
ISTAR FINANCIAL        5.95%   10/15/2013           41
ISTAR FINANCIAL           6%   12/15/2010           50
JAZZ TECHNOLOGIE          8%   12/31/2011           10
JEFFERSON SMURFI        7.5%     6/1/2013       10.417
JEFFERSON SMURFI       8.25%    10/1/2012        11.25
K HOVNANIAN ENTR       6.25%    1/15/2015         25.5
K HOVNANIAN ENTR      6.375%   12/15/2014           26
K HOVNANIAN ENTR        6.5%    1/15/2014           28
K HOVNANIAN ENTR       7.75%    5/15/2013        23.53
K HOVNANIAN ENTR          8%     4/1/2012           34
K HOVNANIAN ENTR      8.875%     4/1/2012           33
KAISER ALUMINUM       12.75%     2/1/2003            7
KELLWOOD CO           7.625%   10/15/2017         6.26
KELLWOOD CO           7.875%    7/15/2009           45
KEMET CORP             2.25%   11/15/2026       20.125
KEMET CORP             2.25%   11/15/2026  20.27601306
KKR FINANCIAL             7%    7/15/2012           34
KNIGHT RIDDER         4.625%    11/1/2014        22.02
KNIGHT RIDDER          5.75%     9/1/2017           19
KNIGHT RIDDER         7.125%     6/1/2011           31
KNIGHT RIDDER          7.15%    11/1/2027           20
KNIGHT RIDDER         9.875%    4/15/2009           90
LANDAMERICA           3.125%   11/15/2033       15.745
LANDAMERICA            3.25%    5/15/2034         14.5
LAZYDAYS RV           11.75%    5/15/2012           10
LAZYDAYS RV           11.75%    5/15/2012        45.25
LEAR CORP              5.75%     8/1/2014        27.96
LEAR CORP               8.5%    12/1/2013           24
LECROY CORP               4%   10/15/2026       42.704
LEHMAN BROS HLDG       3.95%   11/10/2009         10.5
LEHMAN BROS HLDG          4%    4/16/2019            7
LEHMAN BROS HLDG       4.25%    1/27/2010           13
LEHMAN BROS HLDG      4.375%   11/30/2010           12
LEHMAN BROS HLDG        4.5%    7/26/2010       10.733
LEHMAN BROS HLDG        4.5%     8/3/2011            5
LEHMAN BROS HLDG        4.7%     3/6/2013         1.05
LEHMAN BROS HLDG        4.8%    2/27/2013          5.5
LEHMAN BROS HLDG        4.8%    3/13/2014         8.17
LEHMAN BROS HLDG        4.8%    6/24/2023            8
LEHMAN BROS HLDG          5%    1/14/2011        10.27
LEHMAN BROS HLDG          5%    1/22/2013        5.063
LEHMAN BROS HLDG          5%    2/11/2013        4.563
LEHMAN BROS HLDG          5%    3/27/2013            5
LEHMAN BROS HLDG          5%    6/26/2015         4.25
LEHMAN BROS HLDG          5%     8/5/2015            5
LEHMAN BROS HLDG          5%   12/18/2015            5
LEHMAN BROS HLDG          5%    5/28/2023          7.6
LEHMAN BROS HLDG          5%    5/30/2023            4
LEHMAN BROS HLDG          5%    6/10/2023        6.063
LEHMAN BROS HLDG          5%    6/17/2023          5.6
LEHMAN BROS HLDG        5.1%    1/28/2013        6.563
LEHMAN BROS HLDG        5.1%    2/15/2020        2.022
LEHMAN BROS HLDG        5.2%    5/13/2020        6.063
LEHMAN BROS HLDG       5.25%     2/6/2012        11.25
LEHMAN BROS HLDG       5.25%    2/11/2015            7
LEHMAN BROS HLDG       5.25%     3/8/2020            6
LEHMAN BROS HLDG       5.25%    5/20/2023            8
LEHMAN BROS HLDG       5.35%    2/25/2018            2
LEHMAN BROS HLDG       5.35%    3/13/2020        4.563
LEHMAN BROS HLDG       5.35%    6/14/2030            5
LEHMAN BROS HLDG      5.375%     5/6/2023         3.33
LEHMAN BROS HLDG        5.4%     3/6/2020          7.1
LEHMAN BROS HLDG        5.4%    3/20/2020            3
LEHMAN BROS HLDG        5.4%    3/30/2029        4.563
LEHMAN BROS HLDG        5.4%    6/21/2030            3
LEHMAN BROS HLDG       5.45%    3/15/2025          4.5
LEHMAN BROS HLDG       5.45%     4/6/2029        5.063
LEHMAN BROS HLDG       5.45%    2/22/2030            6
LEHMAN BROS HLDG       5.45%    7/19/2030          4.5
LEHMAN BROS HLDG       5.45%    9/20/2030         3.68
LEHMAN BROS HLDG        5.5%     4/4/2016         9.72
LEHMAN BROS HLDG        5.5%     2/4/2018         2.33
LEHMAN BROS HLDG        5.5%    2/19/2018          4.5
LEHMAN BROS HLDG        5.5%    11/4/2018            5
LEHMAN BROS HLDG        5.5%    2/27/2020            6
LEHMAN BROS HLDG        5.5%    8/19/2020          7.5
LEHMAN BROS HLDG        5.5%    3/14/2023        4.888
LEHMAN BROS HLDG        5.5%     4/8/2023        3.761
LEHMAN BROS HLDG        5.5%    4/15/2023            6
LEHMAN BROS HLDG        5.5%    4/23/2023         1.15
LEHMAN BROS HLDG        5.5%     8/5/2023         5.25
LEHMAN BROS HLDG        5.5%    10/7/2023          5.1
LEHMAN BROS HLDG        5.5%    1/27/2029         7.35
LEHMAN BROS HLDG        5.5%     2/3/2029          2.2
LEHMAN BROS HLDG        5.5%     8/2/2030          7.5
LEHMAN BROS HLDG       5.55%    2/11/2018            3
LEHMAN BROS HLDG       5.55%     3/9/2029            7
LEHMAN BROS HLDG       5.55%    1/25/2030            6
LEHMAN BROS HLDG       5.55%    9/27/2030         3.27
LEHMAN BROS HLDG       5.55%   12/31/2034        6.063
LEHMAN BROS HLDG        5.6%    1/22/2018            6
LEHMAN BROS HLDG        5.6%    9/23/2023           10
LEHMAN BROS HLDG        5.6%    2/17/2029            5
LEHMAN BROS HLDG        5.6%    2/24/2029         2.14
LEHMAN BROS HLDG        5.6%     3/2/2029            6
LEHMAN BROS HLDG        5.6%    2/25/2030         6.75
LEHMAN BROS HLDG        5.6%     5/3/2030            5
LEHMAN BROS HLDG      5.625%    1/24/2013        11.05
LEHMAN BROS HLDG      5.625%    3/15/2030         2.35
LEHMAN BROS HLDG       5.65%   11/23/2029            5
LEHMAN BROS HLDG       5.65%    8/16/2030            6
LEHMAN BROS HLDG       5.65%   12/31/2034         4.76
LEHMAN BROS HLDG        5.7%    1/28/2018          7.7
LEHMAN BROS HLDG        5.7%    2/10/2029         2.56
LEHMAN BROS HLDG        5.7%    4/13/2029        2.222
LEHMAN BROS HLDG        5.7%     9/7/2029         5.28
LEHMAN BROS HLDG        5.7%   12/14/2029        4.501
LEHMAN BROS HLDG       5.75%    4/25/2011           12
LEHMAN BROS HLDG       5.75%    7/18/2011           11
LEHMAN BROS HLDG       5.75%    5/17/2013        11.25
LEHMAN BROS HLDG       5.75%     1/3/2017            1
LEHMAN BROS HLDG       5.75%    3/27/2023            8
LEHMAN BROS HLDG       5.75%   10/15/2023         3.56
LEHMAN BROS HLDG       5.75%   10/21/2023            5
LEHMAN BROS HLDG       5.75%   11/12/2023          4.5
LEHMAN BROS HLDG       5.75%   11/25/2023            5
LEHMAN BROS HLDG       5.75%   12/16/2028            5
LEHMAN BROS HLDG       5.75%   12/23/2028          7.5
LEHMAN BROS HLDG       5.75%    8/24/2029            5
LEHMAN BROS HLDG       5.75%    9/14/2029         3.56
LEHMAN BROS HLDG       5.75%   10/12/2029            6
LEHMAN BROS HLDG       5.75%    3/29/2030         7.25
LEHMAN BROS HLDG        5.8%     9/3/2020          7.5
LEHMAN BROS HLDG        5.8%   10/25/2030         7.09
LEHMAN BROS HLDG       5.85%    11/8/2030        3.575
LEHMAN BROS HLDG      5.875%   11/15/2017           12
LEHMAN BROS HLDG        5.9%     5/4/2029            5
LEHMAN BROS HLDG        5.9%     2/7/2031        2.378
LEHMAN BROS HLDG       5.95%   12/20/2030         2.29
LEHMAN BROS HLDG          6%    7/19/2012           11
LEHMAN BROS HLDG          6%    1/22/2020          5.5
LEHMAN BROS HLDG          6%    2/12/2020            5
LEHMAN BROS HLDG          6%    1/29/2021            8
LEHMAN BROS HLDG          6%   10/23/2028         3.94
LEHMAN BROS HLDG          6%   11/18/2028         4.68
LEHMAN BROS HLDG          6%    5/11/2029        5.227
LEHMAN BROS HLDG          6%    7/20/2029          2.5
LEHMAN BROS HLDG          6%    4/30/2034        5.177
LEHMAN BROS HLDG          6%    7/30/2034          7.5
LEHMAN BROS HLDG          6%    2/21/2036         7.35
LEHMAN BROS HLDG          6%    2/24/2036         1.85
LEHMAN BROS HLDG          6%    2/12/2037        6.063
LEHMAN BROS HLDG       6.05%    6/29/2029         1.12
LEHMAN BROS HLDG        6.1%    8/12/2023          8.5
LEHMAN BROS HLDG       6.15%    4/11/2031          4.9
LEHMAN BROS HLDG        6.2%    9/26/2014       13.718
LEHMAN BROS HLDG        6.2%    6/15/2027            5
LEHMAN BROS HLDG        6.2%    5/25/2029         1.56
LEHMAN BROS HLDG       6.25%     2/5/2021          7.5
LEHMAN BROS HLDG       6.25%    2/22/2023            6
LEHMAN BROS HLDG        6.3%    3/27/2037            6
LEHMAN BROS HLDG        6.4%   10/11/2022            3
LEHMAN BROS HLDG        6.4%   12/19/2036         9.75
LEHMAN BROS HLDG        6.5%    2/28/2023        7.913
LEHMAN BROS HLDG        6.5%     3/6/2023            5
LEHMAN BROS HLDG        6.5%    9/20/2027            4
LEHMAN BROS HLDG        6.5%   10/18/2027          7.2
LEHMAN BROS HLDG        6.5%   10/25/2027         4.56
LEHMAN BROS HLDG        6.5%   11/15/2032         7.06
LEHMAN BROS HLDG        6.5%    1/17/2033         7.16
LEHMAN BROS HLDG        6.5%   12/22/2036            6
LEHMAN BROS HLDG        6.5%    2/13/2037        6.063
LEHMAN BROS HLDG        6.5%    6/21/2037         5.05
LEHMAN BROS HLDG        6.5%    7/13/2037            3
LEHMAN BROS HLDG        6.6%    10/3/2022          5.5
LEHMAN BROS HLDG        6.6%    6/18/2027            6
LEHMAN BROS HLDG      6.625%    1/18/2012           12
LEHMAN BROS HLDG      6.625%    7/27/2027          3.5
LEHMAN BROS HLDG       6.75%     7/1/2022            7
LEHMAN BROS HLDG       6.75%   11/22/2027         7.35
LEHMAN BROS HLDG       6.75%    3/11/2033          7.5
LEHMAN BROS HLDG       6.75%   10/26/2037          7.1
LEHMAN BROS HLDG        6.8%     9/7/2032         6.75
LEHMAN BROS HLDG       6.85%    8/16/2032        6.063
LEHMAN BROS HLDG       6.85%    8/23/2032         7.25
LEHMAN BROS HLDG      6.875%     5/2/2018       12.755
LEHMAN BROS HLDG        6.9%     9/1/2032            5
LEHMAN BROS HLDG          7%    5/12/2023          2.1
LEHMAN BROS HLDG          7%    9/27/2027           13
LEHMAN BROS HLDG          7%    10/4/2032            4
LEHMAN BROS HLDG          7%    7/27/2037            4
LEHMAN BROS HLDG          7%    9/28/2037            5
LEHMAN BROS HLDG          7%   11/16/2037            6
LEHMAN BROS HLDG          7%   12/28/2037          6.7
LEHMAN BROS HLDG          7%    1/31/2038        4.777
LEHMAN BROS HLDG          7%     2/1/2038            5
LEHMAN BROS HLDG          7%     2/7/2038        3.554
LEHMAN BROS HLDG          7%     2/8/2038         5.25
LEHMAN BROS HLDG          7%    4/22/2038          4.6
LEHMAN BROS HLDG       7.05%    2/27/2038            9
LEHMAN BROS HLDG       7.25%    2/27/2038            3
LEHMAN BROS HLDG       7.25%    4/29/2038         2.87
LEHMAN BROS HLDG       7.35%     5/6/2038            5
LEHMAN BROS HLDG        7.5%    5/11/2038        3.054
LEHMAN BROS HLDG       7.73%   10/15/2023            4
LEHMAN BROS HLDG      7.875%    11/1/2009            9
LEHMAN BROS HLDG      7.875%    8/15/2010         11.5
LEHMAN BROS HLDG          8%    3/17/2023        8.625
LEHMAN BROS HLDG       8.05%    1/15/2019          7.7
LEHMAN BROS HLDG        8.5%     8/1/2015           11
LEHMAN BROS HLDG        8.5%    6/15/2022         5.25
LEHMAN BROS HLDG       8.75%   12/21/2021         1.12
LEHMAN BROS HLDG       8.75%     2/6/2023            4
LEHMAN BROS HLDG        8.8%     3/1/2015          9.9
LEHMAN BROS HLDG       8.92%    2/16/2017            7
LEHMAN BROS HLDG        9.5%   12/28/2022         3.25
LEHMAN BROS HLDG        9.5%    1/30/2023          2.5
LEHMAN BROS HLDG        9.5%    2/27/2023            5
LEHMAN BROS HLDG         10%    3/13/2023            4
LEHMAN BROS HLDG     10.375%    5/24/2024        2.098
LEHMAN BROS HLDG         11%   10/25/2017        6.063
LEHMAN BROS HLDG         11%    6/22/2022         4.15
LEHMAN BROS HLDG         11%    3/17/2028          9.7
LEHMAN BROS HLDG       11.5%    9/26/2022         4.75
LEHMAN BROS HLDG         18%    7/14/2023        7.125
LEHMAN BROS INC         7.5%     8/1/2026            1
LITHIA MOTORS         2.875%     5/1/2014        90.75
LOCAL INSIGHT            11%    12/1/2017           25
LOEHMANNS CAP            12%    10/1/2011         51.5
LOEHMANNS CAP            13%    10/1/2011         52.5
MAGMA DESIGN              2%    5/15/2010        57.75
MAGNA ENTERTAINM       7.25%   12/15/2009         31.5
MAGNA ENTERTAINM       8.55%    6/15/2010       40.125
MAJESTIC STAR           9.5%   10/15/2010           29
MAJESTIC STAR          9.75%    1/15/2011          4.5
MASONITE CORP            11%     4/6/2015          8.5
MERISANT CO             9.5%    7/15/2013          5.9
MERISANT CO             9.5%    7/15/2013         13.5
MERITOR AUTO            6.8%    2/15/2009           98
MERIX CORP                4%    5/15/2013         24.5
MERRILL LYNCH            12%    3/26/2010        19.07
METALDYNE CORP           11%    6/15/2012        5.051
MICHAELS STORES      11.375%    11/1/2016         33.5
MILLENNIUM AMER       7.625%   11/15/2026          7.5
MOMENTIVE PERFOR       11.5%    12/1/2016           28
MORRIS PUBLISH            7%     8/1/2013         6.75
MRS FIELDS               10%   10/24/2014         27.5
MTR GAMING GROUP          9%     6/1/2012        50.25
MTR GAMING GROUP       9.75%     4/1/2010           74
MUZAK LLC             9.875%    3/15/2009         87.7
MUZAK LLC/FIN            10%    2/15/2009           85
NATL FINANCIAL         0.75%     2/1/2012           23
NAVISTAR FINL CP       4.75%     4/1/2009           88
NEFF CORP                10%     6/1/2015       20.125
NELNET INC            5.125%     6/1/2010        59.25
NELNET INC              7.4%    9/29/2036           10
NETWORK COMMUNIC      10.75%    12/1/2013       27.013
NEW PAGE CORP            10%     5/1/2012        44.75
NEW PLAN EXCEL          4.5%     2/1/2011       59.063
NEW PLAN EXCEL        5.125%    9/15/2012           34
NEW PLAN EXCEL          7.4%    9/15/2009        68.05
NEW PLAN REALTY         6.9%    2/15/2028       10.325
NEW PLAN REALTY         6.9%    2/15/2028        16.25
NEW PLAN REALTY        7.65%    11/2/2026           12
NEW PLAN REALTY        7.68%    11/2/2026            6
NEW PLAN REALTY        7.97%    8/14/2026         18.5
NEWARK GROUP INC       9.75%    3/15/2014            5
NEWPAGE CORP             10%     5/1/2012         42.5
NEWPAGE CORP             12%     5/1/2013           25
NORTEK INC              8.5%     9/1/2014        23.25
NORTH ATL TRADNG       9.25%     3/1/2012         22.5
NORTHERN TEL CAP      7.875%    6/15/2026           10
NTK HOLDINGS INC          0%     3/1/2014           13
NUVEEN INVEST             5%    9/15/2010           59
NUVEEN INVEST           5.5%    9/15/2015           23
NUVEEN INVESTM         10.5%   11/15/2015        29.75
OLIN CORP              6.75%    6/15/2016        17.38
OLIN CORP             9.125%   12/15/2011        42.13
OSCIENT PHARM           3.5%    4/15/2011         9.25
OSI RESTAURANT           10%    6/15/2015        17.25
OSI RESTAURANT           10%    6/15/2015           25
PALM HARBOR            3.25%    5/15/2024           33
PANOLAM INDUSTRI      10.75%    10/1/2013        38.75
PARK PLACE ENT          7.5%     9/1/2009        60.25
PARK PLACE ENT        7.875%    3/15/2010        62.25
PARK PLACE ENT        8.125%    5/15/2011        47.38
PARK PLACE ENT        8.125%    5/15/2011       47.625
PILGRIM'S PRIDE       8.375%     5/1/2017           10
PILGRIMS PRIDE         9.25%   11/15/2013            6
PLIANT CORP          11.125%     9/1/2009           15
PLY GEM INDS              9%    2/15/2012       19.375
POPE & TALBOT         8.375%     6/1/2013          0.6
POWERWAVE TECH        1.875%   11/15/2024           16
POWERWAVE TECH        3.875%    10/1/2027        16.25
PREGIS CORP          12.375%   10/15/2013         40.5
PREIT ASSOCIATES          4%     6/1/2012           33
PREM ASSET 04-04      4.125%    3/12/2009        95.25
PRIMUS TELECOM         3.75%    9/15/2010          4.2
PRIMUS TELECOM            8%    1/15/2014            8
PRIMUS TELECOM        12.75%   10/15/2009            2
PRIMUS TELECOMM       14.25%    5/20/2011        29.25
PROLOGIS              7.875%    5/15/2009           57
PROVIDENCE SERV         6.5%    5/15/2014           28
QUALITY DISTRIBU          9%   11/15/2010         29.5
QUANTUM CORP          4.375%     8/1/2010           45
RADIAN GROUP           7.75%     6/1/2011        53.25
RADIAN GROUP           7.75%     6/1/2011           50
RADIO ONE INC         6.375%    2/15/2013           30
RADIO ONE INC         8.875%     7/1/2011           50
RAFAELLA APPAREL      11.25%    6/15/2011        48.25
RATHGIBSON INC        11.25%    2/15/2014       21.375
RAYOVAC CORP            8.5%    10/1/2013        8.698
READER'S DIGEST           9%    2/15/2017        10.75
REAL MEX RESTAUR         10%     4/1/2010         75.5
REALOGY CORP           10.5%    4/15/2014        44.38
REALOGY CORP           10.5%    4/15/2014        24.25
REALOGY CORP         12.375%    4/15/2015           13
REALOGY CORP         12.375%    4/15/2015        15.88
REEBOK INTL LTD           2%     5/1/2024           67
RENTECH INC               4%    4/15/2013           26
RESIDENTIAL CAP           8%    2/22/2011        36.07
RESIDENTIAL CAP       8.375%    6/30/2010        46.88
RESIDENTIAL CAP         8.5%     6/1/2012       33.815
RESIDENTIAL CAP       8.875%    6/30/2015           36
RESIDENTIAL CAP       8.375%    6/30/2010           46
RESIDENTIAL CAP         8.5%    5/15/2010    67.111108
REXNORD CORP         10.125%   12/15/2012         11.5
RH DONNELLEY          6.875%    1/15/2013           15
RH DONNELLEY          6.875%    1/15/2013       17.061
RH DONNELLEY          6.875%    1/15/2013           13
RH DONNELLEY          8.875%    1/15/2016           13
RH DONNELLEY          8.875%   10/15/2017           13
RH DONNELLEY          8.875%   10/15/2017        15.13
RH DONNELLEY INC      11.75%    5/15/2015  32.04166667
RITE AID CORP         6.875%    8/15/2013        29.25
RITE AID CORP         8.125%     5/1/2010           90
RITE AID CORP          9.25%     6/1/2013        31.88
RJ TOWER CORP            12%     6/1/2013         0.25
ROTECH HEALTHCA         9.5%     4/1/2012           21
ROUSE CO LP/TRC        6.75%     5/1/2013  30.60379892
ROUSE COMPANY           7.2%    9/15/2012         31.5
ROUSE COMPANY             8%    4/30/2009        35.15
SABRE HOLDINGS         8.35%    3/15/2016           28
SABRE HOLDINGS         7.35%     8/1/2011           37
SALEM COMM HLDG        7.75%   12/15/2010         59.5
SCOTIA PAC CO          7.11%    1/20/2014         28.5
SEITEL INC             9.75%    2/15/2014         38.5
SERVICEMASTER CO        7.1%     3/1/2018           35
SERVICEMASTER CO       7.25%     3/1/2038           19
SIMMONS CO            7.875%    1/15/2014        19.25
SINCLAIR BROAD            3%    5/15/2027        59.05
SIRIUS SATELLITE        2.5%    2/15/2009         84.5
SIRIUS SATELLITE       3.25%   10/15/2011  17.84276772
SIRIUS SATELLITE      9.625%     8/1/2013        25.17
SIX FLAGS INC           4.5%    5/15/2015        15.25
SIX FLAGS INC         8.875%     2/1/2010           30
SIX FLAGS INC         9.625%     6/1/2014        23.25
SIX FLAGS INC          9.75%    4/15/2013           23
SMURFIT-STONE             8%    3/15/2017       11.438
SONIC AUTOMOTIVE       5.25%     5/7/2009           91
SPACEHAB INC            5.5%   10/15/2010           52
SPANSION LLC          11.25%    1/15/2016         7.81
SPECTRUM BRANDS       7.375%     2/1/2015           20
SPHERIS INC              11%   12/15/2012         30.5
STALLION OILFIEL       9.75%     2/1/2015        16.63
STANLEY-MARTIN         9.75%    8/15/2015           28
STATION CASINOS           6%     4/1/2012           21
STATION CASINOS         6.5%     2/1/2014          4.5
STATION CASINOS       6.625%    3/15/2018            3
STATION CASINOS       6.875%     3/1/2016          2.5
STATION CASINOS        7.75%    8/15/2016        18.01
STONE CONTAINER       8.375%     7/1/2012       10.813
SWIFT TRANS CO         12.5%    5/15/2017        13.38
TEKNI-PLEX INC       10.875%    8/15/2012           57
TEKNI-PLEX INC        12.75%    6/15/2010         73.5
TERPHANE HLDING        12.5%    6/15/2009           81
TERPHANE HLDING        12.5%    6/15/2009           81
TETON ENERGY COR      10.75%    6/18/2013       36.052
THORNBURG MTG             8%    5/15/2013           18
TIMES MIRROR CO        6.61%    9/15/2027          1.5
TIMES MIRROR CO        7.25%     3/1/2013         3.75
TIMES MIRROR CO        7.25%   11/15/2096         4.25
TIMES MIRROR CO         7.5%     7/1/2023          1.5
TOUSA INC                 9%     7/1/2010            2
TOUSA INC                 9%     7/1/2010         4.75
TOYS R US             7.625%     8/1/2011        46.79
TRANS-LUX CORP         8.25%     3/1/2012           35
TRANSMERIDIAN EX         12%   12/15/2010           10
TRAVELPORT LLC       11.875%     9/1/2016           31
TRAVELPORT LLC       11.875%     9/1/2016        31.75
TRIBUNE CO            4.875%    8/15/2010            4
TRIBUNE CO             5.25%    8/15/2015            3
TRIBUNE CO             5.67%    12/8/2008            1
TRONOX WORLDWIDE        9.5%    12/1/2012         16.6
TRUE TEMPER           8.375%    9/15/2011           32
TRUMP ENTERTNMNT        8.5%     6/1/2015        15.48
UAL CORP                  5%     2/1/2021       55.125
UNISYS CORP           6.875%    3/15/2010       66.125
UNISYS CORP               8%   10/15/2012           38
UNITED COMPONENT      9.375%    6/15/2013         34.5
UNITED MERCH&MFG        3.5%    3/31/2022            1
UNIV CITY FL HLD      8.375%     5/1/2010           52
UNO RESTAURANT           10%    2/15/2011        45.38
US LEASING INTL           6%     9/6/2011           25
US SHIPPING PART         13%    8/15/2014         22.5
USAUTOS TRUST           5.1%     3/3/2011           16
USFREIGHTWAYS           8.5%    4/15/2010         66.5
VALASSIS COMM          8.25%     3/1/2015       26.125
VENOCO INC             8.75%   12/15/2011         49.5
VERASUN ENERGY        9.375%     6/1/2017           12
VERSO PAPER          11.375%     8/1/2016         26.5
VESTA INSUR GRP        8.75%    7/15/2025            1
VIRGIN RIVER CAS          9%    1/15/2012        26.25
VISTEON CORP              7%    3/10/2014            8
VISTEON CORP           8.25%     8/1/2010        19.25
VISTEON CORP          12.25%   12/31/2016        12.75
VITESSE SEMICOND        1.5%    10/1/2024           46
WASH MUT BANK NV       5.55%    6/16/2010         23.5
WASH MUTUAL INC         4.2%    1/15/2010         72.5
WASH MUTUAL INC        8.25%     4/1/2010           41
WCI COMMUNITIES           4%     8/5/2023        8.125
WCI COMMUNITIES       6.625%    3/15/2015            9
WCI COMMUNITIES       7.875%    10/1/2013        6.313
WCI COMMUNITIES       9.125%     5/1/2012            4
WILLIAM LYON            7.5%    2/15/2014           20
WILLIAM LYON          7.625%   12/15/2012        30.38
WILLIAM LYON          7.625%   12/15/2012           20
WILLIAM LYON          10.75%     4/1/2013           23
WIMAR OP LLC/FIN      9.625%   12/15/2014         1.18
WOLVERINE TUBE         10.5%     4/1/2009           80
XM SATELLITE             10%    12/1/2009        38.85
XM SATELLITE             10%   12/31/2009       38.125
XM SATELLITE             13%     8/1/2013        25.38
YOUNG BROADCSTNG       8.75%    1/15/2014         0.26
YOUNG BROADCSTNG         10%     3/1/2011        0.199



                            *********

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 ***