TCR_Public/090206.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, February 6, 2009, Vol. 13, No. 36

                            Headlines


ADVANCED MICRO: To Hold Special Shareholders' Meeting on Feb. 10
ALWAY DEVELOPMENT: Voluntary Chapter 11 Case Summary
AMDL INC: Sells $680,000 of 12% Sr. Notes in Private Placement
AMERICAN APPAREL: Names G. Weinman as SVP and General Counsel
AMERICAN INT'L: Greenberg Firm Has 10% Stake, Wants Sales Halted

AMR CORP: American Airlines Approves 2009 Annual Incentive Plan
ANNA BELOKUROVA: Voluntary Chapter 11 Case Summary
APEX SILVER MINES: May Send Plan to Creditors for Voting
ASARCO LLC: Sterlite Close to Acquiring Operating Assets
ATLANTIC STEEL: Voluntary Chapter 11 Case Summary

AVANTAIR INC: Elects Richard B. DeWolfe to Board of Directors
AXS-ONE INC: Amends Employment Pacts With Lyons, Dwyer & Rugani
BADECO, INC.: Voluntary Chapter 11 Case Summary
BEAZER HOMES: Moody's Reviews Low-B Ratings for Possible Cut
BERNARD L. MADOFF: Trustee Recovers $950-Mil. for Customers

BERNARD L. MADOFF: 162-Page List of Clients Revealed
BERNARD L. MADOFF: Court OKs Transfer of $535 Million to Trustee
BERNARD L. MADOFF: Luxembourg Liquidates LuxAlpha After Losses
BERWICK BLACK: High Plains to Sell Collateral at Feb. 13 Auction
BPI ENERGY: Files for Chapter 11; to Maintain Operations

BPI ENERGY: Case Summary & 20 Largest Unsecured Creditors
BROADRIDGE FINANCIAL: S&P Affirms 'BB+/B' Counterparty Rating
BRUNO'S SUPERMARKET: Case Summary & 40 Largest Unsec. Creditors
CAPITAL GROWTH: Martin Katz Resigns as Board Member
CARLOS BELGODERE: Voluntary Chapter 11 Case Summary

CHANDLER TRANSPORTATION: Voluntary Chapter 11 Case Summary
CHESAPEAKE CORP: Announces Pricing of Offering of $1BB Sr. Notes
CHESAPEAKE CORP: S&P Withdraws 'D' Rating on Chapter 11 Filing
CHERNIN'S SHOE: Files for Chapter 7 Liquidation
CHRYSLER LLC: Govt. Taps Cadwalader to Advise on Restructuring

CINCINNATI BELL: Elects Mark Lazarus to Board of Directors
CIRCUIT CITY: DJM Realty to Dispose of All Remaining Real Estate
CLARIENT INC: Enters Into Amendment Extending Loan Maturities
COMFORT CO.: Plan Confirmed Without Objection
CONCORD CAMERA: Voluntarily Delists From NASDAQ

CORPORACION DURANGO: Reaches Standstill Accord on 2017 Notes
COTT CORPORATION: Gets Wal-Mart's Notice to Terminate Supply Pact
CV THERAPEUTICS: Confirms Astellas' Proposal & Starts 2nd Review
CYBERDEFENDER CORP: Completes Sales & Note & Warrant Issuance
DAVID YOUNG: Voluntary Chapter 11 Case Summary

DELPHI CORP: Low Auto Sales to Cue Layoffs, Changes to $4B Loan
DENNY'S CORP: Dr. Vera Farris Plans to Retire
DREIER LLP: Govt. Says Criminal Suit, Foreclosure Exempt from Stay
DUTCH MILLS: Voluntary Chapter 11 Case Summary
EAU TECHNOLOGIES: Ends Agreements With Perfect Water

EL PASO: Moody's Rates $500 Mil. Senior Notes Offering at 'Ba3'
ELEPHANT PHARM: Closes Stores; To File for Chapter 7 Liquidation
ENTRAVISION COMM: S&P Puts B+ Corp. Credit Rating on WatchNeg.
EPICEPT CORP: John Bedard Resigns as Director
EXCALIBUR MACHINE: Voluntary Chapter 11 Case Summary

FETERL MANUFACTURING: Voluntary Chapter 11 Case Summary
FIL FRANCK: Files for Chapter 11 Bankruptcy Protection
FLYING J: Seeks Buyer for Longhorn Pipeline in Texas
FOREST CITY: Confirms Covenant Waiver; Lenders Hike Interest Rate
FORTUNOFF HOLDINGS: Back in Bankruptcy, May Liquidate Assets

FORTUNOFF HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
FREEDOM PLASTICS: Mounting Debt Leads to Firm's Sale
GENERAL MOTORS: Govt. Taps Cadwalader to Advise on Restructuring
GOLDSPRING INC: Names Jeffrey Pontius as Independent Director
GOTTSCHALKS INC: In Talks With Buyers; January Store Sales Up

GRAMERCY CAPITAL: Restructures $150 Million of TruPS
GRAMERCY CLUB: Files for Chapter 11 Bankruptcy Protection
GREENSHIFT CORP: Enters Into 1st Amendment to ECCA Agreement
GRF MEDSPA: John Street Holdings' Chapter 11 Case Summary
GRF MEDSPA: Pure Laser's Voluntary Chapter 11 Case Summary

HAIGHTS CROSS: Files Amendments to Financial Reports
HARMAN INTERNATIONAL: Moody's Cuts Corp. Family Rating to 'Ba2'
HAWAIIAN TELCOM: Lazard Retention Approved on Revised Terms
HCA INC: Reports Fourth Quarter and Year End 2008 Results
HEALTHSOUTH CORP: To Release 4th Quarter Results on Feb. 24

HICKORY AUTOMOTIVE: Case Summary & 20 Largest Unsecured Creditors
HOME INTERIORS: Trustee May Sell Domistyle and Larendo Assets
HPG INT'L: Will Auction Firm; 130 Employees Back to Work
HOWELL UTILITY: Voluntary Chapter 11 Case Summary
HRP MYRTLE: Trustee Abandons Rock 'N' Roll Theme Park

HURKEY MEDICAL: Moody's Affirms 'Ba1' Long-Term Rating on Bonds
INDALEX HOLDING: Moody's Downgrades Corp. Family Rating to 'Ca'
INNOVATIER INC: Files for Chapter 11 Bankruptcy Protection
INROB TECH: Amends Ben-Tsur Joseph's Employment Agreement
INTELSAT LTD: Moody's Assign 'B3' Rating on $400 Mil. Note Issue

INTERNATIONAL HOME: Voluntary Chapter 11 Case Summary
JC BUILDERS: Voluntary Chapter 11 Case Summary
JOHN STREET: Voluntary Chapter 11 Case Summary
JOHNSON COUNTY GAS: Voluntary Chapter 11 Case Summary
K & T INC: Case Summary & 20 Largest Unsecured Creditors
KENNETH TURNER: Voluntary Chapter 11 Case Summary

KIWA BIO-TECH: Signs New Employment Pact With Wei Li
KMN-MA LLC: Voluntary Chapter 11 Case Summary
LAKE AT LAS VEGAS: Court Moves Plan Filing Deadline to March 17
LEE COUNTY: S&P Downgrades Standard Long-Term Rating to 'BB+'
LEHI LOGG: Voluntary Chapter 11 Case Summary

LEHMAN BROTHERS: Moody's Downgrades Ratings on 74 Tranches
LITHIUM TECHNOLOGY: Gets Initial Orders Totaling EUR600,000
LOCATEPLUS HOLDINGS: Names Patrick Murphy as Corporate Secretary
MAGNITUDE INFORMATION: Shareholders Approve Increase in Shares
MARC DREIER: Released From Jail, Put on House Arrest

MATTRESS KING: Voluntary Chapter 11 Case Summary
MBD INC: Court Okays Cash Collateral Stipulation with Umpqua Bank
MCCLATCHY CO: Posts $21.7MM 4th Quarter Loss; Seeks to Cut Costs
MEDICAL SOLUTIONS: Lowell Fisher & Shad Stastney Resign
METROMEDIA STEAKHOUSES: Panel Seeks Subordination of Owner Claims

METROMEDIA STEAKHOUSES: Wants Electricity Pact Rejection Recalled
MNM PROPERTIES: Case Summary & Four Largest Unsecured Creditors
MOUNTAIN VIEW: Case Summary & 20 Largest Unsecured Creditors
NCI BUILDING: Moody's Downgrades Corp. Family Rating to 'Ba3'
NEW CREATIVE: Case Summary & 20 Largest Unsecured Creditors

NOIVADHANA REALTY: Voluntary Chapter 11 Case Summary
NORTEL NETWORKS: JDSU & Opnext Disclose Exposure to Bankruptcy
NORTHPARK OFFICE: Voluntary Chapter 11 Case Summary
NOVA CHEMICALS: Moody's Downgrades Corp. Family Rating to 'B2'
ON-SITE LA: Case Summary & 21 Largest Unsecured Creditors

OXFORD BOOKBINDING: Voluntary Chapter 11 Case Summary
PAPER INTERNATIONAL: Court Extends Plan Filing Period to June 3
PAPER INT'L: Court Sets March 16 Proofs of Claim Filing Deadline
PATIENT SAFETY: Closes on $2.5 Million of New Senior Notes
PR PHARMACEUTICALS: Biotech to Write Down EUR997,706

PRO STORAGE: Voluntary Chapter 11 Case Summary
PURE LASER: Voluntary Chapter 11 Case Summary
QIMONDA AG: To Close Virginia Plant; 1,500 Jobs Affected
RAILPOWER HYBRID: Voluntary Chapter 15 Case Summary
RICHARD FRIEDBERG: Case Summary & Seven Largest Unsec. Creditors

ROCKETT BURKHEAD: Voluntary Chapter 11 Case Summary
SAMLEE CORP: Voluntary Chapter 11 Case Summary
SFK PULP: Moody's Changes Outlook to Negative; Affirms B1 Rating
SHAW DEVELOPMENT: Case Summary & 15 Largest Unsecured Creditors
SILICON GRAPHICS: Dec. 26 Balance Sheet Upside-Down by $136MM

SPECTRUM BRANDS: Seeks to Borrow Up to $235-Mil. in DIP Financing
SPECTRUM BRANDS: Has Until Feb. 6 to Use Cash Collateral
SPECTRUM BRANDS: Seeks Waiver of 341 Meeting & Panel Appointment
SPECTRUM BRANDS: Chapter 11 Filing Cues Moody's 'D' Rating
SPECTRUM BRANDS: Chapter 11 Filing Prompts S&P's 'D' Rating

SPEED4U PL: Voluntary Chapter 11 Case Summary
STARWOOD HOTELS: Fitch Downgrades Issuer Default Rating to 'BB+'
STATION CASINOS: Moody's Downgrades Corp. Family Rating to 'Ca'
STERLING MINING: Mulls Bankruptcy; Comments on Mining Lease Rift
STEVE MCKENZIE: Case Summary & 40 Largest Unsecured Creditors

SYNOVICS PHARMACEUTICALS: Can't File Annual Report on Time
TEAM CHEVROLET: Voluntary Chapter 11 Case Summary
TEXTRON FINANCIAL: Moody's Reviews 'Ba1' Minority Shelf Rating
THORNBURG MORTGAGE: Agrees to Exchange $11.1 Million of 8% Notes
TRANSIT TELEVISION: Files for Chapter 7 in Wilmington

TRUMP ENTERTAINMENT: Forbear Agreements Extended to Feb. 11
VICORP RESTAURANTS: Court Okays March 9 Auction for Assets
VISTEON CORP: Draws $30 Million Under JPMorgan Credit Agreement
WAREHOUSE SALES: Voluntary Chapter 11 Case Summary
WARNER MUSIC: Revenue Drops to $878 Mil. in First Quarter 2009

WESTAFF INC: Can't File 2008 Annual Report on Time
WESTAFF INC: Signs Merger Agreement With Select Staffing
WEST HAWK: Voluntary Chapter 11 Case Summary
WETNIGHT RV: Voluntary Chapter 11 Case Summary
W.G. HEATING: Voluntary Chapter 11 Case Summary

WILLIAM DEL BIAGGIO: Pleads Guilty to Securities Fraud
WINSTAR COMM: Appeals Court Affirms $188MM Ruling vs. Lucent
XERIUM TECHNOLOGIES: Issues Investor Update
YELLOWSTONE CLUB: CrossHarbor Affiliate May Buy Co. for $100MM

* Paul Driscoll Joins Hampton Roads as Associate General Counsel
* FDIC Eyes Over $40 Billion Losses to Deposit Insurance Fund
* Senate Okays Amendment in TARP to Tighten Executive Pay Limits

* Auto Suppliers Seek Aid from U.S. Treasury
* Bankruptcies Up 27% to 89,000 in January

* BOOK REVIEW: Taking America - How We Got from the First Hostile


                            *********

ADVANCED MICRO: To Hold Special Shareholders' Meeting on Feb. 10
----------------------------------------------------------------
Advanced Micro Devices will hold a Special Meeting of Stockholders
at 10 a.m. CT (11 a.m. ET) on February 10, 2009, at the Hilton
Austin Airport, 9515 Hotel Drive in Austin, Texas.

AMD will provide a real-time audio webcast of the meeting on the
Investor Relations page of its Web site at:

http://www.amd.com/us-
en/Corporate/InvestorRelations/0,,51_306_15888,00.html

The webcast will be available for 10 days after the meeting.

The Proxy Statement is available online at:

http://www.amd.com/us-
en/Corporate/InvestorRelations/0,,51_306_15888,00.html

                       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.

As of December 27, 2008, the company's balance sheet showed total
assets of $7,675,000,000, total current liabilities of
$2,226,000,000, deferred income taxes of $91,000,000, long-term
debt and capital lease obligations of $4,702,000,000, other long-
term liabilities of $569,000,000, minority interest in
consolidated subsidiaries of $169,000,000, and total stockholders'
deficit of $82,000,000.

                          *     *     *

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


ALWAY DEVELOPMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Alway Development Corporation
        61679 Brompton Road
        South Bend, IN 46614

Bankruptcy Case No.: 09-30254

Chapter 11 Petition Date: January 30, 2009

Court: United States Bankruptcy Court
       Northern District of Indiana (South Bend Division)

Judge: Harry C. Dees, Jr.

Debtor's Counsel: Kenneth A. Manning, Esq.
                  James, James & Manning, P.C.
                  200 Monticello Drive
                  Dyer, IN 46311
                  Tel: (219)865-8376
                  Fax: (219)865-4054
                  Email: Ken@jamesjamesmanning.com

Total Assets: $4,292,902

Total Debts: $4,145,540

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

            http://bankrupt.com/misc/innb09-30254.pdf

The petition was signed by Talib Alway, owner-president of the
company.


AMDL INC: Sells $680,000 of 12% Sr. Notes in Private Placement
--------------------------------------------------------------
AMDL, Inc., disclosed on January 30, 2009, the second and final
closing of its offering of "units" consisting of 12% senior notes
and warrants.  The exclusive placement agent for the offering is
Cantone Research, Inc.

In the first closing on December 8, 2008, AMDL sold $1,077,500 of
12% convertible notes at par value.  In the second and final
closing on January 30, 2009, AMDL sold $680,000 of 12% convertible
notes; thus an aggregate of $1,757,500 of notes was sold in the
offering.  The notes mature at the earlier of 24 months from the
date of issuance, or the earlier completion of a bank or credit
facility of at least $8 million in one or more transactions.
Warrants to purchase an aggregate of 544,000 shares of common
stock were also included in the units sold in the second closing.

The warrants included in the units in the offering have a term of
five years from the date of issuance and are exercisable at a
price equal to $1.00 per share (first closing) and $1.13 (final
closing).  The terms of the offering provided that the exercise
price of the warrants would be equal to the greater of $1.00 per
share or 115% of the five day volume average weighted prices
(VWAP) of the Company's common stock prior to each closing date.

In the second and final closing, Cantone Research, Inc., the
placement agent received, cash commissions of $68,000,
representing 10% of the principal amount of the notes purchased
and $27,900 in non-accountable expenses, and five year warrants to
purchase a total of 54,400 shares of common stock, of which
warrants to purchase 7,480 shares were assigned to Galileo Asset
Management, S.A., and warrants to purchase 2000 shares were
assigned to Security Research Associates, Inc., for their services
in the final closing of the offering.

Mr. Douglas MacLellan, President and CEO of AMDL, Inc., said "This
financing strengthens our cash position as we launch our new sales
initiatives during first quarter 2009.  We are continually looking
at other opportunities to strengthen AMDL's working capital
reserves for 2009."

                        About AMDL Inc.

Headquartered in Tustin, California, AMDL, Inc., (AMEX: ADL) --
http://www.amdl.com/-- with operations in Shenzhen, Jiangxi, and
Jilin, China, is a vertically integrated specialty pharmaceutical
company.  In combination with its subsidiary Jade Pharmaceutical
Inc., AMDL engages in the research, development, manufacture, and
marketing of diagnostic products.

                      Going Concern Doubt

KMJ Corbin & Company LLP expressed substantial doubt about AMDL
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 pointed to the company's
significant operating losses and negative cash flows from
operations through Dec. 31, 2007, and accumulated deficit at
Dec. 31, 2007.

At Sept. 30, 2008, the company's total assets of US$39,934,115,
total liabilities of US$6,742,450 and stockholders' equity of
US$33,191,665.

For the nine months ended Sept. 30, 2008, the company posted a net
loss of US$332,625 compared to net loss of US$3,266,603 for same
period in the previous year.


AMERICAN APPAREL: Names G. Weinman as SVP and General Counsel
-------------------------------------------------------------
American Apparel, Inc., disclosed that Glenn A. Weinman will join
American Apparel as Senior Vice President, General Counsel and
Secretary, reporting to American Apparel CEO Dov Charney.
Mr. Weinman will begin at American Apparel on February 17.

"I am excited to welcome such a seasoned professional to American
Apparel's executive team," said Dov Charney, American Apparel's
CEO.  "Glenn is an excellent addition to our company and will be a
great fit with our fast-paced culture."

Mr. Weinman, 53, was previously a partner at Dongell Lawrence
Finney LLP, a California-based law firm, which he joined in 2006
and where he headed up the firm's corporate and business
transactions practice.  In addition to his experience as an
attorney in private practice with major national law firms, such
as Stroock & Stroock & Lavan, Mr. Weinman has also served as
general counsel for a number of companies, including Luminent,
Inc., a Nasdaq-listed fiber optic component manufacturer acquired
by MRV Communications, and Guess?, Inc., a NYSE-listed
international apparel company.  At Guess?, Mr. Weinman served as
Vice President, General Counsel and Secretary from 1996 to 2000,
and managed the legal, human resources, risk management,
shareholder relations, and contractor compliance departments.  Mr.
Weinman was part of the executive team that managed the successful
initial public offering of Guess? in 1996.

Mr. Weinman obtained his B.A. from the University of California at
Los Angeles in 1978, and his J.D. from the University of Southern
California Law Center in 1981.  He also received a professional
designation in human resources management from the University of
California at Los Angeles in 2004.

Joyce Crucillo, who has served as American Apparel's general
counsel since the completion of the company's merger with Endeavor
Acquisition Corp. in December 2007, will become the company's
Chief Litigation Counsel and will continue to head the company's
trial team in all litigation matters.  Mr. Charney continued, "The
board of directors is very pleased with the job that Joyce has
done in helping us in our transition to being a public company
over the past two years.  I am proud of the work she has done for
our company and look forward to her continued involvement as a key
member of American Apparel's executive management team."

                      About American Apparel

American Apparel, Inc. (NYSE Alternext US: APP) --
http://store.americanapparel.net-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel based in downtown Los Angeles, California.  As of
October 31, 2008, American Apparel employed more than 10,000
people and operated more than 230 retail stores in 19 countries,
including the United States, Canada, Mexico, United Kingdom,
Belgium, France, Germany, Italy, the Netherlands, Spain, Sweden,
Switzerland, Israel, Australia, Japan, South Korea, Austria,
China, and Brazil.  American Apparel also operates a leading
wholesale business that supplies T-shirts and other casual wear to
distributors and screen printers.  In addition to its retail
stores and wholesale operations, American Apparel operates an
online retail e-commerce Web site at
http://store.americanapparel.net.

American Apparel had $329.0 million in total assets, including
$201.3 million in current assets; and $196.3 million in total
debts, including $172.1 million in current debts as of
September 30, 2008.

As reported by the Troubled Company Reporter on Nov. 18, 2008,
American Apparel said that it violated a covenant in its SOF
Credit Agreement that prohibited it from making capital
expenditures in excess of $50 million for the fiscal year ending
December 31, 2008.  The default under the SOF Credit Agreement
also resulted in a cross default under the revolving credit
facility with LaSalle Bank.

On December 19, 2008, American Apparel, Inc., said it has entered
into amendments to its revolving credit facility and its second
lien credit facility which extend the maturities of these loans
for three months.  The amendments, which also modify certain
covenants and impose additional obligations, provide the company
with the ability to operate its business according to its plan
while continuing discussions with its lenders and other parties
regarding longer-term financing.  The company has filed copies of
these amendments and related documentation with the Securities and
Exchange Commission on a Form 8-K, available for free at:
http://researcharchives.com/t/s?3926


AMERICAN INT'L: Greenberg Firm Has 10% Stake, Wants Sales Halted
----------------------------------------------------------------
Maurice R. Greenberg and his Starr International Company, Inc.,
and its affiliated entities may be deemed to beneficially own in
the aggregate 270,491,939 shares of Common Stock as of January 22,
2009, representing approximately 10.06% of American International
Group's outstanding Common Stock.  This is based on 2,689,938,313
shares of AIG Common Stock outstanding as of October 31, 2008.

Starr International has the sole power to vote and direct the
disposition of 207,301,308 shares of Common Stock, of which
15,700,000 shares are held by Starr International Investments,
Ltd., a wholly owned subsidiary of Starr International, and
191,601,308 shares are held directly by Starr International, and
the shared power to direct the disposition of 2,112,119 shares of
Common Stock held by Universal Foundation.

Starr International has informed the Securities and Exchange
Commission that a Schedule 13-D/A it filed January 5, 2009,
overstated the amount of shares of Common Stock which Starr
International distributed pursuant to the Starr International
Company, Inc., Deferred Compensation Profit Participation Plan on
January 2, 2009, by 422 shares of Common Stock.  Starr
International made distributions of 597,964 shares of Common Stock
on January 2, 2009 pursuant to the Starr International Company,
Inc. Deferred Compensation Profit Participation Plan.

Also on January 22, Mr. Greenberg sent a letter to Edward Liddy,
Chairman and CEO of AIG, regarding reports that AIG is
contemplating the sale of its Asian life assurance unit, American
International Assurance Co., in whole or in part.

Mr. Greenberg called on Mr. Liddy to halt any sale plans.  "Since
there is a change in Administration now in place and a new
Secretary of Treasury . . . I would urge you on behalf of AIG's
largest shareholder outside the government, to put on hold any
sale of assets until the appropriate people in the new
Administration can determine what is best for the U.S. taxpayer,"
Mr. Greenberg said.

Mr. Greenberg called AIA "one of the crown jewels of AIG and the
only foreign life insurance company in China that is wholly owned
and as such, does not require a local partner."

"AIA, as you probably know by now, also operates in every country
in Southeast Asia and has been the flag carrier of life insurance
in that part of the world.  To dispose of AIA in whole or part
could seriously damage the future potential of AIG," Mr. Greenberg
said.

"We have a vast difference of opinion as to how best to pay back
the taxpayer.  Your strategy is to break up AIG and retain the
property/casualty units.  The property/casualty units are losing
people and business daily and its future as a stand-alone
operation is questionable.  The suggestion I have been making has
the best chance of repaying the debt to the U.S. government and
rebuilding AIG so that it becomes a taxpayer on its own as well as
an employer of a vast number of people.  Selling off pieces of
AIG's foreign companies will hardly create the jobs or tax
payments in the U.S. in the future," Mr. Greenberg said.

The Troubled Company Reporter, citing The Financial Times, said
January 26, 2009, that AIG has started the sale process of AIA by
sending sales memorandum with limited information to a group of
selected potential bidders.  AIG, the FT said, 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 noted.

AIA last year made an aggregate operating profit of about US$2
billion, according to FT.  Citing people close to the situation,
FT said AIG had asked interested parties to bid for 49% of AIA,
but said it would be willing to look at offers for the unit in its
entirety.  First-round bids are due towards the end of next month,
the report said.

On February 2, the TCR, citing Liam Pleven at The Wall Street
Journal, said AIG is in talks with the government about
backstopping some of its troubled assets.  WSJ said the
backstopping of assets would be similar to government guarantees
on Citigroup Inc.'s troubled assets.  This could lessen some of
the pressure on AIG from distressed assets still on its books and
the government wouldn't have to lay out as much money upfront, WSJ
said.  The report noted that the government has bought AIG assets
rather than backstopped them.

AIG is considering selling units through initial public offerings.
WSJ said AIG vice chairperson Paula Reynolds has indicated that
AIG could sell "some things that aren't for sale, and we might not
sell some things that are for sale."

                           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.


AMR CORP: American Airlines Approves 2009 Annual Incentive Plan
---------------------------------------------------------------
On January 27, 2009, American Airlines, Inc., a wholly owned
subsidiary of AMR Corporation, approved a 2009 Annual Incentive
Plan.  All U.S. based employees of American Airlines are eligible
to participate in the AIP, including the Company's executive
officers.  The AIP is American's annual bonus plan and provides
for the payment of awards in the event certain financial or
customer service metrics are satisfied.

A full-text copy of the AIP is available for free at:

               http://researcharchives.com/t/s?392e

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE: AMR)
operates with its principal subsidiary, American Airlines Inc. --
http://www.aa.com/-- a worldwide scheduled passenger airline.
American provides scheduled jet service to about 150 destinations
throughout North America, the Caribbean, Latin America, including
Brazil, Europe and Asia.  American is also a scheduled airfreight
carrier, providing freight and mail services to shippers
throughout its system.  Its wholly owned subsidiary, AMR Eagle
Holding Corp., owns two regional airlines, American Eagle Airlines
Inc. and Executive Airlines Inc., and does business as "American
Eagle."  American Beacon Advisors Inc., a wholly owned subsidiary
of AMR, is responsible for the investment and oversight of assets
of AMR's U.S. employee benefit plans, as well as AMR's short-term
investments.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 5, 2008, the
TCR said that Moody's Investors Service downgraded the Corporate
Family and Probability of Default Ratings of AMR Corp. and its
subsidiaries to Caa1 from B2, and lowered the ratings of its
outstanding corporate debt instruments and certain equipment trust
certificates and Enhanced Equipment Trust Certificates of American
Airlines Inc.  The company still carries Moody's Negative Outlook.


ANNA BELOKUROVA: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Anna Belokurova
        21 North Main Street
        Natick, MA 01760

Bankruptcy Case No.: 09-10806

Chapter 11 Petition Date: February 1, 2009

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

Judge: Frank J. Bailey

Debtor's Counsel: Michael Van Dam, Esq.
                  Van Dam & Traini, LLP
                  60 William Street, Suite 300
                  Wellesley, MA 02481
                  Tel: (617) 969-2900
                  Fax: (617) 964-4631
                  Email: mvandam@trainilaw.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/azb09-00557.pdf

The petition was signed by Anna Belokurova.


APEX SILVER MINES: May Send Plan to Creditors for Voting
--------------------------------------------------------
Apex Silver Mines Limited and its affiliate, Apex Silver Mines
Corporation, obtained approval from Judge James M. Peck of the
United States Bankruptcy Court for the Southern District of New
York of the disclosure statement of explaining the terms of their
joint Chapter 11 plan of reorganization.

Approval of the adequacy of the information in the disclosure
statement is prerequisite for soliciting support, and subsequently
seeking confirmation, of the plan.

The Debtors said in their Disclosure Statement that, together with
Sumitomo Corporation and holders of subordinated Notes, they have
concluded that recoveries to creditors would be maximized by the
Debtors' continued operations as a going concern under the
terms of the plan.  The Debtors have agreed on the principle terms
of the plan with Sumitomo, the supporting senior lenders and the
subordinated noteholders that hold more than 70% of the
outstanding subordinated notes.

                       Overview of the Plan

The Plan contemplates, among other things:

    i) payment in full in cash either on or after the plan's
       effective date to holders of allowed:

       a) administrative expense claims;
       b) priority tax claims;
       c) other priority claims; and
       d) other secured claims;

   ii) waiver of DIP facility financing claims, subject to the
       terms and conditions of the DIP financing facility;

  iii) waiver and release of allowed senior claims;

   iv) pro rata (a)distribution to the holders of allowed
       subordinated note claims of the cash allocation and
       (b) issuance to the holders of allowed subordinated note
       claims of the new common stock, subject to reduction in an
       amount equal to any distributions made to holders of
       allowed general unsecured claims and subject to dilution
       under the management incentive plan;

    v) depending on the election of each holder of a general
       unsecured claim

       a) payment of Cash equal to the amount of an allowed
          general unsecured claim if such allowed general
          unsecured claim is a convenience claim, or cash equal to
          $10,000 if such allowed general unsecured claim is a
          general unsecured claim in excess of $10,000; or

       b) a pro rata share of new common stock to be issued under
          the plan, subject to a reduction in an amount equal to
          any distributions made to holders of subordinated note
          claims and subject to dilution under the Management
          incentive plan

   vi) waiver and release of Sumitomo general unsecured claims;
       and

  vii) no recovery for holders of statutory subordinated claims or
       old equity interests.

The plan further provides for limited substantive consolidation of
the Debtors' estates, but solely for purposes of voting on the
plan by Class 5 claims and making distributions to holders of
claims in such class under the Plan.  On the plan's effective
date:

   i) all assets and liabilities of the Debtors will, solely for
      voting and distribution purposes for Class 5 Claims, be
      treated as if they were merged;

  ii) each Class 5 Claim against the Debtors will be deemed a
      single Class 5 Claim against and a single obligation of the
      Debtors;

iii) any Class 5 Claims filed or to be Filed in the Chapter 11
      Cases will be deemed Class 5 claims against the Debtors;

  iv) all transfers, disbursements and distributions to Class 5
      claims made by any Debtor pursuant to the plan will be
      deemed to be made by the Debtors;

   v) all intercompany claims by, between, and among the Debtors
      and affiliates will, solely for voting and distribution
      purposes for Class 5 claims, be eliminated; and

  vi) any obligation of the Debtors as to Class 5 claims will be
      deemed to be one obligation of all of the Debtors.

Holders of Classes 3, 4, 5 and 6 are are entitled to vote to
accept or reject the plan.

The plan classifies interests against and liens in the Debtors in
eight groups.  The classification of treatment of interest and
claims are:

                        Treatment of Claims

                 Type                      Estimated    Estimated
  Class         of Claims       Treatment  Amount       Recovery
  -----         ---------       ---------  ---------    ---------
  unclassified  administrative                          100%
                claims

  unclassified  priority tax                            100%
                claims

  unclassified  DIP financing              $35,000,000  0%

  1             other priority  unimpaired              100%
                claims

  2             other secured   unimpaired              100%
                claims

  3             senior claims   impaired   $146,250,000 0%

  4             subordinated    impaired   $290,000,000 unstated
                note claims

  5             general         impaired   unstated     unstated
                unsecured
                claim

  6             Sumitomo        impaired   NA           0%
                general
                unsecured
                claims

  7             statutory       impaired   NA           0%
                subordinated
                claims

  8             old equity      impaired   NA           0%
                interests

Hearing to consider confirmation of the Debtors' plan is set for
March 4, 2009, at 2:00 p.m.

A full-text copy of the Debtors' proposed Chapter 11 plan of
reorganization is available for free at:

              http://ResearchArchives.com/t/s?3843

A full-text copy of the Debtors' disclosure statement is available
for free at:

              http://ResearchArchives.com/t/s?3844

                    About Apex Silver Mines

Headquartered in Denver, Colorado, Apex Silver Mines Limited --
http://www.apexsilver.com-- explores and develops silver and
other mineral properties in Central and South America. The company
is based in George Town, Cayman Islands.  The company and its
affiliate, Apex Silver Mines Corporation, filed for Chapter 11
protection on January 12, 2009 (Bankr. S.D. N.Y. Lead Case No.
09-10182).  James L. Bromley, Esq., and Sean A. O'Neal, Esq., at
Cleary Gottlieb Steen & Hamilton LLP, represent the Debtors in
their restructuring efforts.  The proposed Davis Graham & Stubbs
LLP as special purpose counsel; Jefferies & Co, Inc. as financial
advisor; and Epiq Bankruptcy Solutions LLC as claims agent.  When
the Debtors filed for protection from their creditors, they listed
assets and debts between $500 million to $1 billion each.


ASARCO LLC: Sterlite Close to Acquiring Operating Assets
--------------------------------------------------------
Sterlite (USA), Inc., is on the verge of acquiring and ASARCO
LLC's operating as the parties are nearing a deal for the sale,
Bloomberg News reports citing two unidentified people familiar
with the matter.  A proposed contract may be finalized in the next
two week, the people said.

Rodrigo Heredia, an analyst with Ixe Casa de Bolsa SA, in Mexico
City, has declared that the sale would be beneficial to Grupo
Mexico SAB as long as ASARCO is "bought in full, and all the
liabilities are canceled in full," because it will end Grupo
Mexico's exposure to lawsuits filed against ASARCO, including
asbestos liabilities.

Sterlite (USA), Inc., is eager to have ASARCO LLC under its wings
at a "right price," Anil Agarwal, chairman of Sterlite's parent,
Vedanta Resources Plc, has previously declared.  ". . . We have
been in negotiations with the management of the company and the
court for a renegotiated price.  At the right price we are keen to
acquire the asset," Mr. Agarwal has told CNBC.

"We are currently negotiating with Asarco to arrive at the right
agreement.  We don't have a definitive timeline at this moment,"
Vedanta's chief executive Mahendra Mehta was quoted by
MarketWatch.  Vedanta's chief financial officer, Dindayal Jalan,
has also added that, even with Vedanta's existing capital
expenditure plans, funding the Sterlite-ASARCO deal would not be a
problem.

Sterlite has been negotiating to lower its $2.6 billion bid
originally offered for ASARCO's operating assets, which offer it
then subsequently withdrew due to unfavorable market for copper.
Since then, ASARCO has been entertaining new buyers for its
operating assets, including the consideration of a written
proposal submitted by a joint venture of Glencore International
AG.

                        About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ATLANTIC STEEL: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Atlantic Steel Fabrication, Inc.
        f/k/a B & E Welding and Fabrication, Inc.
        4809 Auburn-Knightdale Road
        Raleigh, NC 27610

Bankruptcy Case No.: 09-0053

Chapter 11 Petition Date: January 26, 2009

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

Debtor's Counsel: Gregory B Crampton, Esq.
                  Nicholls & Crampton, P.A.
                  P. O. Box 18237
                  Raleigh, NC 27619
                  Tel: (919) 781-1311
                  Fax: (919) 782-0465
                  Email: gcrampton@nichollscrampton.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/nceb09-0053.pdf

The petition was signed by Donald K. Kempf, President of the
company.


AVANTAIR INC: Elects Richard B. DeWolfe to Board of Directors
-------------------------------------------------------------
Avantair, Inc., disclosed on February 3, 2009, the election of
Richard B. DeWolfe as a member of its Board of Directors,
effective January 29, 2009.  Mr. DeWolfe is Managing Partner of
DeWolfe & Company, LLC, a real estate management and investment-
consulting firm and serves as a Director and Chairman of the Audit
Committee of Manulife Financial Corporation, the parent company of
John Hancock Financial Services, Inc.  This latest election
expands Avantair's Board to seven members, including six
independent directors.

Steven Santo, Chief Executive Officer of Avantair, said, "Richard
DeWolfe is an accomplished and successful executive with much
public company and capital markets experience.  We are pleased to
welcome him and know he will be a valuable addition to our Board.
We believe he will provide important insight and leadership, as
Avantair works towards its goal of becoming the leader in light
jet private air travel."

Mr. DeWolfe was formerly Chairman and CEO of The DeWolfe
Companies, Inc., the largest homeownership organization in New
England, which was previously listed on the American Stock
Exchange.  Cendant Corporation acquired The DeWolfe Companies,
Inc., in 2002.  Prior to that, he served as Chairman and Founder
of Reliance Relocations Services, Inc., and Chairman of the Board
of Trustees of Boston University.  Mr. DeWolfe holds a Bachelor of
Applied Science in Marketing and Finance from Boston University.
He is also a Director of The Boston Foundation, Trustee of Boston
University, Trustee of the Marine Biological Laboratory and an
honorary Director of The Boston Center for Community and Justice.
Mr. DeWolfe holds a Professional Director Certification from the
Corporate Directors Group, an accredited educational provider of
RiskMetrics ISS Services.

                        About Avantair Inc.

Based in Clearwater, Florida, Avantair Inc. (OTC BB: AAIR.OB) --
http://www.avantair.com/-- is the exclusive North American
provider of fractional aircraft shares in the Piaggio Avanti P.180
aircraft.  Avantair is the fifth largest company in the North
American fractional aircraft industry and the only publicly-traded
standalone fractional operator.  The company currently manages a
fleet of 33 planes with another 52 Piaggio Avanti IIs on order.
It also recently announced an order of 20 Embraer Phenom 100s.
Avantair, with operations in 5 states and approximately 270
employees, offers private travel solutions for individuals and
companies at a fraction of the cost of whole aircraft ownership.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $187,529,411 and total liabilities of $222,897,177, resulting
in a stockholders' deficit of $35,367,766.

For three months ended Sept. 30, 2008, the company posted net loss
of $3,335,733 compared with net loss of $4,792,698 for the same
period in the previous year.

At Sept. 30, 2008, and June 30, 2008, Avantair had a working
capital deficit of approximately $29 million and $30.2 million and
an accumulated deficit of about $80 million and $77 million.  As
of Sept. 30, 2008, cash and cash equivalents amounted to
approximately $8.2 million.


AXS-ONE INC: Amends Employment Pacts With Lyons, Dwyer & Rugani
---------------------------------------------------------------
On January 27, 2009, AXS-One Inc. entered into employment
agreement amendments with each of (i) William P. Lyons, its
chairman, president and chief executive officer, pursuant to which
Mr. Lyons' base salary for the 2009 calendar year will be reduced
from $400,000 to $300,000, (ii) Joseph P. Dwyer, its executive
vice president, treasurer, secretary and chief financial officer,
pursuant to which Mr. Dwyer's base salary for the 2009 calendar
year will be reduced from $250,000 to $225,000 and (iii) Philip L.
Rugani, its executive vice president, Field Operations, pursuant
to which Mr. Rugani's base salary for the 2009 calendar year will
be reduced from $275,000 to $250,000. The salary reductions will
be discontinued effective January 1, 2010.  If the applicable
executive is entitled to receive severance payments in connection
with an event occurring in 2009, those severance payments would be
based on the original pre-reduction salary levels.

          Setting of 2009 Incentive Compensation Metrics

On January 27, 2009, the company implemented incentive
compensation metrics relating to the 2009 compensation of the
company's executive officers.

                          Bonus Targets

Annual bonus targets were set for fiscal 2009 based upon
achievement of targets relating to positive EBITDA, defined as
earnings before interest, taxes, depreciation, amortization, costs
for any merger or acquisition activity, and any non-cash stock
option or restricted stock expense. Achievement of target levels
would result in aggregate 2009 target bonus payments as: William
P. Lyons -- $200,000; Joseph P. Dwyer -- $150,000; and Philip
Rugani -- $137,500.  Exceeding the target performance levels will
result in additional bonuses based upon a percentage of EBITDA by
which the target levels are exceeded.  Bonuses upon achievement of
EBITDA targets are payable on a quarterly basis.  The maximum
aggregate 2009 bonus payment for each of the foregoing officers is
capped at two times their 2009 target bonus amount.

                    Salary Reduction Repayment

In each quarter of 2009, if EBITDA reported is a positive number,
the company will pay each of Mr. Lyons, Mr. Dwyer, and Mr. Rugani
an amount equal to 25% of the annual base salary reduction to
which he has agreed. Alternatively if EBITDA measured on a year to
date basis at the end of any quarter in 2009 is a positive number,
the company will pay each of Mr. Lyons, Mr. Dwyer, and Mr. Rugani
the prorated amount to such date of the annual salary reduction to
which he has agreed, if payment for such quarters has not
previously been made.  In the event of a change in control, the
company will pay to each of Mr. Lyons, Mr. Dwyer, and Mr. Rugani a
prorated amount of the annual salary reduction to which he has
agreed.  The pro-ration will be measured as of the end of the
quarter in which the change in control takes place.

                        About AXS-One Inc.

Headquartered in Rutherford, N.J., AXS-One (OTC BB: AXSO)
-- http://www.axsone.com/-- provides Records Compliance
Management software solutions.  The AXS-One Compliance Platform
enables organizations to implement secure, scalable and
enforceable policies that address records management for corporate
governance, legal discovery and industry regulations such as
SEC17a-4, NASD 3010, Sarbanes-Oxley, HIPAA, The Patriot Act and
Gramm-Leach Bliley.  AXS-One has offices worldwide including in
the United States, Australia, Singapore, United Kingdom and South
Africa.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 25, 2008,
Amper, Politziner, & Mattia, P.C., in Edison, N.J., expressed
substantial doubt about AXS-One 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 losses from operations and
working capital deficiency.

The company generated losses from operations of $1,752,000 for the
three months ended March 31, 2008.  Additionally, the company was
not in compliance with its quarterly license revenue covenant as
of March 31, 2008.  The bank waived such violation and changed the
covenants for future periods from a minimum license revenue
covenant and minimum three month rolling net loss covenant to (a)
a minimum three month rolling EBITDA covenant, (b) minimum cash
and accounts receivable availability covenant and (c) a minimum
equity infusion covenant of $500,000.

AXS-One Inc.'s balance sheet at Sept. 30, 2008, showed total
assets of $4.8 million, total liabilities of $18.2 million and
shareholders' deficit of $13.4 million.


BADECO, INC.: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Badeco, Inc.
        P.O. Box 761660
        San Antonio, TX 78245

Bankruptcy Case No.: 09-50291

Chapter 11 Petition Date: January 27, 2009

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

Judge: Leif M. Clark

Debtor's Counsel: William R. Davis, Jr, Esq.
                  Langley & Banack, Inc
                  745 E. Mulberry Ave, Suite 900
                  San Antonio, TX 78212
                  Tel: (210) 736-6600
                  Fax: (210) 735-6889
                  Email: wrdavis@langleybanack.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 its 20 largest unsecured
creditors together with its petition.

The petition was signed by Carolyn Connaway Bade, President of the
company.


BEAZER HOMES: Moody's Reviews Low-B Ratings for Possible Cut
------------------------------------------------------------
Moody's Investors Service placed all of the ratings of Beazer
Homes USA, Inc., Hovnanian Enterprises, Inc., M/I Homes, Inc., and
Standard Pacific Corp. on review for downgrade.  The review was
prompted by Moody's expectation that cash flow generation for
these companies will weaken in 2009 and deteriorate further in
2010, that the macro environment will continue to be unsupportive,
and that access to credit -- both for the industry and for its
customers -- will tighten.  The review will focus on each
company's ability to generate cash flow, manage liquidity, and
comply with bank covenants beyond 2009.

The easy part of cash flow generation for these four homebuilders
as well as for most of the rest of the industry is largely over.
From this point on, homebuilders will have to concentrate on
achieving additional cost reductions, building largely to order
rather than on spec, faster turnover, product differentiation that
would permit them to stem the erosion in home prices, more
rigorous screening and subsequent handling of potential buyers to
chip away at the elevated cancellation levels, and some attention-
getting incentives.

Current cash balances and borrowing capacity for the four
companies appear sufficient at this time to carry them through
2009, barring another significant jolt to the economy and the
financial system.  Beyond 2009, the question is whether the
companies can re-energize their cash flow machines, handle debt
maturities without a glitch, and provide the resources to take
advantage of a turn in the market when it comes.

Each of the companies has been to its bank group multiple times
for covenant relief, and the current bank covenant requirements
are generally nominal.  However, a return trip to the banks cannot
be ruled out, given the forecast of Moody's Corporate Finance
Group for additional home price declines that drive large
impairment charges and create additional compliance challenges.
If this were to occur, there is no guarantee that the banks would
be in any mood to again be cooperative.

Moody's anticipates that the review will be conducted on an
expedited basis.  If the determination from the review is that
ratings should be changed, it is possible that the ratings of one
or more of the four companies will be lowered by more than one
notch.

These ratings were placed under review for downgrade:

Beazer Homes USA, Inc.

  -- B2 corporate family rating
  -- B2 probability of default rating
  -- B3 senior unsecured notes rating
  -- Hovnanian Enterprises, Inc.
  -- B3 corporate family rating
  -- B3 probability of default rating
  -- Ba3 second lien senior secured notes rating
  -- B3 third lien senior secured notes rating
  -- Caa1 senior unsecured notes rating
  -- Caa2 senior subordinated notes rating
  -- Caa3 preferred stock rating

M/I Homes, Inc.

  -- B2 corporate family rating
  -- B2 probability of default rating
  -- B3 senior unsecured notes rating

Standard Pacific Corp.
  -- B2 corporate family rating
  -- B2 probability of default rating
  -- B2 senior unsecured notes rating
  -- Caa1 senior sub notes rating

Moody's most recent announcement concerning the ratings for Beazer
was on September 4, 2008, at which time Moody's confirmed the
company's B2 corporate family rating and removed the company's
ratings from review for downgrade.  For Hovnanian, the most recent
announcement was on October 28, 2008, at which time Moody's
assigned a B3 to the company's third-lien senior secured notes and
affirmed all other ratings.  For M/I Homes, the most recent
announcement was on July 10, 2008, at which time Moody's lowered
the company's corporate family rating to B2 from B1.  For Standard
Pacific, the most recent announcement was on May 13, 2008, at
which time Moody's lowered the company's corporate family rating
to B2 from B1.  The principal methodology used in rating these
four companies was Moody's U.S. Homebuilding Industry rating
methodology, which can be found at www.moodys.com in the Credit
Policy & Methodologies directory, in the Ratings Methodologies
subdirectory (December 2004, document #90996).

Headquartered in Atlanta, Georgia, Beazer Homes USA, Inc. is one
of the country's ten largest single-family homebuilders with
operations in 17 states.  Homebuilding revenues and consolidated
net income for fiscal 2008 were approximately $2.1 billion and
($952) million, respectively.

Established in 1959 and headquartered in Red Bank, New Jersey,
Hovnanian Enterprises, Inc. designs, constructs and markets
single-family detached homes and attached condominium apartments
and townhouses.  Homebuilding revenues and consolidated net income
for fiscal 2008 were $3.3 billion and ($1.1) billion,
respectively.

Headquartered in Columbus, Ohio and begun in 1976, M/I Homes, Inc.
sells homes under the trade names M/I Homes and Showcase Homes,
with homebuilding operations located in Columbus and Cincinnati,
Ohio; Indianapolis, Indiana; Chicago, Illinois; Tampa and Orlando,
Florida; Charlotte and Raleigh, North Carolina; and the Virginia
and Maryland suburbs of Washington, D.C. Homebuilding revenues and
consolidated net income after payment of preferred dividends for
the trailing twelve months ended September 30, 2008, were
approximately $783 million and
($246) million, respectively.

Headquartered in Irvine, California and begun in 1966, Standard
Pacific Corp. constructs and sells single-family attached and
detached homes, with homebuilding operations located in
California, Texas, Arizona, Colorado, Florida, North and South
Carolina, and Nevada.  Homebuilding revenues and consolidated net
income for the trailing twelve months ended September 30, 2008,
were approximately $2.1 billion and ($1.1) billion, respectively.


BERNARD L. MADOFF: Trustee Recovers $950-Mil. for Customers
-----------------------------------------------------------
Irving Picard, the trustee for Bernard L. Madoff Investment
Securities LLC, has recovered almost $950 million in cash and
securities that will be treated as customer property.

According to Bloomberg News, Mr. Picard said, he retrieved
$111.4 million in cash from various banks and institutions.

In addition, Judge Burton R. Lifland of the U.S. Bankruptcy Court
for the Southern District of New York has approved stipulations
signed by Mr. Picard with Bank of New York Mellon Corp. and
JPMorgan Chase & Co. relating to the transfer of $535 million.
Bank of New York has agreed to transfer $301.4 million, while
JPMorgan about $233.5 million, to Mr. Picard by Feb. 6, 2009,
which funds they have held in an account in the name of the
Debtor.  Each of the stipulations provides, "It is the intention
of the Trustee, subject to further order of this Court, that the
funds from the Bank in the Account be allocated as customer
property and available for distribution to customers, pursuant to
the statutory scheme of SIPA."

Judge Lifland approved the JPM Stipulation, notwithstanding the
objection of the Rosenman Family LLC.  Rosenman asserts that the
$10 million it wired to Madoff's JPMorgan account just before
Bernard L. Madoff was arrested for fraud was not property of the
estate, and thus, Mr. Picard had no right to those funds.

Mr. Picard also won approval of his request to reject leases to
six vehicles, effective Dec. 11.  DCFS USA LLC, successor in
interest to DaimlerChrysler Financial Services Americas LLC, has
filed a request for lifting of the stay to allow it to recover
additional vehicles leased by Madoff.

                     About Bernard L. Madoff

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

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

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

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


BERNARD L. MADOFF: 162-Page List of Clients Revealed
----------------------------------------------------
AlixPartners, LLP, the claims agent hired by the trustee of
Bernard L. Madoff Investment Securities LLC, has compiled a
162-page list of Madoff customers, which include creditors and
broker dealers.

AlixPartners prepared the list basing from the books and records
of BLMIS, and messages left by clients to the trustee and the
Securities Investor Protection Corp.

The list only contained contact details of each of the creditors
and did not include potential claims.  A copy of the list of
creditors is available for free at:

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

The Wall Street Journal and Bloomberg note that the names on the
list include ex-Los Angeles baseball player Sandy Koufax, New York
Mets Chief Executive Officer Fred Wilpon, actor Kevin Bacon,
Madoff's wife, sons and other family members, and Ira Sorkin, the
lawyer who is acting for Madoff.

Cablevision Systems Corp., the New York-area cable-television
provider, said it shouldn't have been included in the list,
according to Bloomberg.  Cablevision said that it didn't have any
investments with Madoff.

AlixPartners also identified:

   -- Vendors of BLMIS
      http://bankrupt.com/misc/Madoff_Clients_ExhB.pdf

   -- Current and former employees
      [ http://cryptome.org/madoff/bank-76-3.pdf-- May 14, 2013 ]

   -- Broker dealers
      http://bankrupt.com/misc/Madoff_Clients_ExhD.pdf

   -- Other potential creditors
      http://bankrupt.com/misc/Madoff_Clients_ExhE.pdf

                     About Bernard L. Madoff

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

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

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

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


BERNARD L. MADOFF: Court OKs Transfer of $535 Million to Trustee
----------------------------------------------------------------
Christopher Scinta at Bloomberg News reports that the Hon. Burton
Lifland of the U.S. Bankruptcy Court for the Southern District of
New York has allowed Bank of New York Mellon Corp. and JPMorgan
Chase & Co. to transfer $535 million from the accounts of Bernard
L. Madoff Investment Securities LLC to the trustee, Irving Picard.

As reported by the Troubled Company Reporter on Feb. 4, 2009, Bank
of New York agreed to transfer $301.4 million, while JPMorgan
about $233.5 million, to Mr. Picard by Feb. 6, 2009, which funds
they have held in an account in the name of Bernard L. Madoff
Investment.

Court documents say that Mr. Picard agreed to indemnify Bank of
New York and JPMorgan against any claims brought as a result of
the transfers.

Rosenman Family LLC, a family trust seeking to recover about
$10 million that was in a Madoff firm account at JPMorgan, had
objected the transfer, Bloomberg relates.  Judge Lifland,
according to Bloomberg, overruled the objection from attorneys for
Rosenman Family.  The family alleged that Mr. Picard has no claim
to the $10 million it wired to Mr. Madoff six days before he was
charged with fraud, Bloomberg states.  The Rosenman Family claimed
that Mr. Madoff never invested its $10 million and that it should
be able to recover the funds directly from the JPMorgan account,
according to the report.

Bloomberg reports that Mr. Picard's lawyers are seeking to have
the Rosenman Family's lawsuit dismissed.  The Rosenman trust
should be treated in the same way as the rest of Mr. Madoff's
clients, Bloomberg says, citing Mr. Picard's lawyers.

According to Bloomberg, Mr. Picard said that he has recovered
about $300 million in securities that will eventually be
liquidated.  Mr. Picard, Bloomberg relates, said that there are
1,500 to 1,600 positions to be cashed out.

               Madoff Fraud Victims Disclosed

Zachary R. Dowdy at Newsday states that Mr. Picard has released a
163-page list bearing names of almost 14,000 victims authorities
believe were scammed by Mr. Madoff.

The list is available for free at:

               http://ResearchArchives.com/t/s?392c

Citing prosecutors, Newsday relates that Mr. Madoff admits he lost
more than $50 billion belonging to investors.  Mr. Madoff's
attorneys said that their client has cooperated with authorities
to help identify assets.

Court documents say that Ira Lee Sorkin, the attorney for Bernard
Madoff, was a client of Bernard L. Madoff Investment Securities
LLC before Mr. Madoff's arrest.

         Harry Markopolos Approached Former NY Governor

Patrick Yoest and Michael R. Crittenden at The Wall Street Journal
report that Harry Markopolos, who uncovered Mr. Madoff's Ponzi
scheme, said that he tried telling former New York Governor Eliot
Spitzer of Mr. Madoff's fraud.  According to WSJ, Mr. Spitzer's
family real estate company had invested with Mr. Madoff.

WSJ relates that Mr. Markopolos said that he gave Mr. Spitzer a
package with information about Mr. Madoff when Mr. Spitzer
appeared at the John F. Kennedy Presidential Library in Boston.
Mr. Markopolos said that, fearing for his life as he sought to
expose Mr. Madoff's actions, he removed his fingerprints from an
envelope that he gave to Mr. Spitzer, WSJ states.

According to WSJ, Mr. Spitzer has denied meeting Mr. Markopolos
but said, "Obviously, I wish people had listened to him."

Mr. Markopolos, WSJ relates, said that he contacted a reporter at
WSJ in December 2005.  Mr. Markopolos said that he thinks that
senior editors prevented the reporter from the newspaper's
Washington bureau from heading to Boston to meet and discuss the
Madoff fraud issue, WSJ reports.

Lawmakers and Mr. Markopolos claimed that the U.S. Securities and
Exchange Commission was scared to pursue cases against top
securities firms and investors, WSJ says.

Mr. Markopolos, according to WSJ, said that he will turn in a
"mini-Madoff" to the SEC's inspector general and urged lawmakers
and regulators to pursue Mr. Madoff's alleged accomplices.

WSJ quoted Mr. Markopolos as saying, "My team was out there in the
field talking to the Madoff feeder funds and identifying who they
were.  There are 12 more out there lying low in the weeds in
Europe that you have not heard of yet."

                     About Bernard L. Madoff

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

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

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

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


BERNARD L. MADOFF: Luxembourg Liquidates LuxAlpha After Losses
--------------------------------------------------------------
Luxembourg's financial regulator will ask a court to liquidate
Access International Advisors LLC's LuxAlpha Sicav-American
Selection fund after it invested money with Bernard Madoff,
Bloomberg News reports.

Luxembourg's Commission de Surveillance du Secteur Financier said
in a statement that in the context of allocating responsibilities
to the various participants in relation to LUXALPHA SICAV and its
depositary bank UBS (Luxembourg) S.A. and in order to safeguard at
best the investors' rights, it took two decisions on February 3
2009:

    (1) The withdrawal from the official list of the Luxembourg
        undertakings for collective investment

    (2) The application for the judicial winding-up of the sicav
        LUXALPHA SICAV.

The decision rests on the fact that LUXALPHA SICAV no longer
complies with all the provisions regarding the organisation and
operation of Luxembourg UCIs.  The decision of the CSSF on the
withdrawal from the official list implies the suspension of all
payments by this sicav and the CSSF exercises its duty as
supervisor ipso jure.

As soon as the decision of withdrawal is final, the CSSF will
apply to the district court (Tribunal d'Arrondissement) for the
judicial winding-up of LUXALPHA SICAV.  When ordering the winding-
up, the Tribunal shall appoint a reporting judge (juge-
commissaire) and one or more liquidators.  The liquidator(s) can
dispose of all of the sicav's assets, receive all payments and
bring and defend all claims on behalf of the sicav.  In other
words, the liquidator(s) will have the right to bring claims
regarding liability which may be necessary in the interests of the
shareholders of LUXALPHA SICAV against the persons responsible for
this sicav and their service providers.

                      About Bernard L. Madoff

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

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

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

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


BERWICK BLACK: High Plains to Sell Collateral at Feb. 13 Auction
----------------------------------------------------------------
High Plains Farm Credit, PCA, will sell at a public auction on
Feb. 13, 2009, at 10:00 a.m., all assets securing Berwick Black
Cattle Company, Mark D. Ray, Carol S. Ray, Ward Feed Yard, Inc.
and WFY Holding Company, Inc.'s indebtedness to High Plains Farm
Credit, PCA.  These assets consist of all of Berwick's, Mark Ray's
and Carol Ray's entitlement to refunds associated with those
certain state and federal tax and net operating loss carryback
returns for the tax years 2004, 2005, 2006 and 2007.

The assets will be sold to the highest bidder at a public auction
to be held at the offices of SmithAmundsen, LLC, 150 North
Michigan Avenue, Suite 3300, in Chicago, Illinois.

At the auction, there shall be no minimum bid for the assets.
However, to be deemed a qualified bidder at the auction, any
entity seeking to bid at the auction must complete and submit a
written Bid Form no later than 5:00 p.m. CST on Feb. 12, 2009.
The Bid Form must contain at a minimum: (i) except for any secured
party seeking to credit bid, that the purchase price will be paid
in full, in cash or cash equivalent, at the closing and not be
subject to any financing contingency; (ii) that the bid may not be
subject to any diligence contingency; (iii) the bidder's name,
street address, phone number, contact name and e-mail address; and
(iv) evidence, acceptable to High Plains, of the bidder's
financial wherewithal.

High Plains reserves the right to credit bid at the auction.  In
the event High Plains is the successful bidder at the auction,
High Plains shall apply the amount of its bid as a credit to the
indebtedness of the Borrowers to High Plains under the Loan
Documents.  High Plains shall however, pay cash for the the assets
to the extent that its bid exceeds the indebtedness of the
Borrowers to High Plains under the Loan Documents.

The assets will be sold on an "as is, where is" basis, without
recourse, representation or warranty, whether expressed or
implied, and without any warranty relating to title, possession,
quiet enjoyment, or the like in this sale.

For more information on the sale, please contact counsel for High
Plains:

          William S. Hackney
          SmithAmundsen, LLC
          150 N. Michigan Ave., Suite 3300
          Chicago, Illinois
          60601-7524
          Tel: (312) 894-3200
          Fax: (312) 894-3210

Located in Abingdon, Illinois, Berwick Black Cattle Company is a
private company which provides livestock services.


BPI ENERGY: Files for Chapter 11; to Maintain Operations
--------------------------------------------------------
On February 3, 2009, BPI Energy Holdings, Inc. and its wholly
owned subsidiary, BPI Energy, Inc, filed a voluntary petition for
relief under Chapter 11 of the U.S. Bankruptcy Code with the U.S.
Bankruptcy Court for the Northern District of Ohio, Eastern
Division.

BPI Holdings and BPI Energy said they are continuing to operate
their businesses and manage their affairs as debtors in possession
under the Bankruptcy Code.

BPI Energy has a pending litigation against Drummond Coal Co.
before the U.S. District Court for the Southern District of
Illinois.  In 2004, BPI agreed to sell coal rights in Illinois to
Birmingham, Ala.-based Drummond for $5.85 million in return for
115,000 acres of coalbed methane rights.  BPI filed suit in
against Drummond in 2007, seeking to rescind its transfers of
rights to the Drummond affiliates for failure of consideration due
to the Drummond affiliates' efforts to avoid the CBM leases, among
other charges.

                         About BPI Energy

BPI Energy Holdings, Inc. is engaged in the exploration,
production and commercial sale of coalbed methane (CBM). CBM is a
form of natural gas that is generated during coal formation and is
contained in underground coal seams and abandoned mines. It
focuses in the acquisition, exploration, development and
production of CBM reserves located in the Illinois Basin, which
covers approximately 60,000 square miles in the mid to southern
part of Illinois, southwest Indiana and northwest Kentucky. The
Company's acreage rights in the Illinois Basin are divided into
three projects. Through lease and farm-out agreements and
ownership of a CBM estate, it has assembled CBM rights covering
approximately 512,000 acres in the Illinois Basin. On July 27,
2007, BPI Energy, Inc. (BPI Energy), its wholly owned subsidiary,
entered into an Advancing Term Credit Agreement (the Credit
Agreement) with GasRock Capital LLC (GasRock).


BPI ENERGY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: BPI Energy, Inc.
        aka BPI Industries (USA), Inc.
        30775 Bainbridge Road, Suite 280
        Solon, OH 44139

Bankruptcy Case No.: 09-10773

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
BPI Energy Holdings Inc.                           09-10775

Type of Business: The Debtors (AMEX:BPG) engage in the
                  exploration, production and commercial sale of
                  coalbed methane in the Illinois Basin, which
                  covers approximately 60,000 square miles in
                  Illinois, southwestern Indiana and northwestern
                  Kentucky.  The Debtors control a large CBM
                  position in the Illinois Basin at approximately
                  534,280 acres.

                  See: http://www.bpi-energy.com/

Chapter 11 Petition Date: February 3, 2009

Court: Northern District of Ohio (Cleveland)

Judge: Arthur I. Harris

Debtor's Counsel: Michael J. Kaczka, Esq.
                  mkaczka@mcdonaldhopkins.com
                  Shawn M. Riley, Esq.
                  sriley@mcdonaldhopkins.com
                  McDonald Hopkins LLC
                  600 Superior Ave East, Suite 2100
                  Cleveland, OH 44114
                  Tel: (216) 348-5400

Estimated Assets: $10 million to $50 million

Estimated Debts: $50 million to $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Thompson Hine LLP              professional      $1,040,644
3900 Key Center                services
127 Public Square
Cleveland, OH 44114-1291
Tel: (216) 566-5500

National Oilwell               Trade Debt        $130,269
P.O. Box 200838
Dallas, TX 75320-0838
Telephone: 713-346-7846

Superior Well Services, LTD.   Trade Debt        $93,266
P.O. Box 360469
Pittsburgh, PA 15251-6469

Nytis Exploration Co.          Trade Debt        $64,250

Fifth Third Bank               Trade Debt        $47,458

Schlumberger                   Trade Debt        $35,000

Hawkey & Kline Coring & Dril   Trade Debt        $34,877

Van Winkle & Van Winkle        Trade Debt        $34,226

Warren Service Company         Trade Debt        $28,804

Natural Gas Compression Syst   Trade Debt        $27,412

Clear Perspective Group LLC    Trade Debt        $24,544

Tristone Capital USA           Trade Debt        $20,909

Grant Thornton LLP             Professional      $19,922
                               Services

Big Al's Machine Inc.          Trade Debt        $16,270

Assurance Brokers, Ltd.        Professional      $13,334
                               Services

Tristone Capital (USA) Inc.    Trade Debt        $11,698

Campbell Enterp. of Ill. LLC   Trade Debt        $11,457

Meaden & Moore Ltd.            Professional      $8,750
                               Services

ML Contracting                 Trade Debt        $8,320

Southern FS Inc.               Trade Debt        $8,149

The petition was signed by James G. Azlein, as president,
chief executive officer, chairman of the board of directors,
secretary, & treasurer.


BROADRIDGE FINANCIAL: S&P Affirms 'BB+/B' Counterparty Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Broadridge Financial Solutions Inc. to positive from
stable.  At the same time, S&P affirmed its 'BB+/B' counterparty
credit rating on Broadridge.

"The outlook revision results primarily from the company's
consistently stable operating profitability and focus on debt
reduction, as well as its successful navigation of the challenging
market environment," said Standard & Poor's credit analyst Robert
Hansen, CFA.

S&P views the company's financial position as strong.
Specifically, S&P views favorably the decline in total leverage in
recent quarters, aided in part by the purchase of $125 million
principal amount of senior notes in the fiscal first quarter.
Short-term borrowings related to the company's conversion of
Neuberger Berman's clearing business to Ridge at the end of the
fiscal first quarter were fully repaid in the fiscal second
quarter.  S&P views liquidity as strong, highlighted by the
company's significant excess cash position, the majority of which
is held within the company's regulated broker dealer.  S&P
believes operating cash flows, which have exceeded dividends and
share repurchase activity in recent quarters, are favorable to the
rating.

Furthermore, S&P believes a renewed contract at Barclays and the
addition of Neuberger Berman will largely offset the loss of
Lehman Brothers as a client.  In addition, S&P recognizes
management's efforts in recent quarters to improve its risk-
management practices and governance policies as they relate to
approving and monitoring outsize exposures.  S&P also notes
management's reduced risk appetite, especially at its regulated
broker dealer, Ridge Clearing.  However, S&P believes that there
is room for further improvement in risk management and corporate
governance, which S&P will continue to evaluate.

The counterparty credit ratings on Broadridge reflect its strong
and established competitive position in the investor
communications and securities-processing businesses, which
generate highly recurring operating earnings.  The ratings also
reflect the company's strong interest coverage and relatively
modest credit risk, which is partially offset by a relatively high
customer concentration in the financial services industry, and the
company's relatively limited tenure as a stand-alone company
(spun-off from ADP in March 2007).

The positive outlook reflects S&P's view that the rating could
rise in the near to intermediate term as earnings remain
consistent and the company continues to improve its risk
management and governance framework.  S&P expects operating
profitability to remain strong in fiscal 2009, aided by continued
strong demand for investor communications services.  S&P could
raise the rating following further evaluation of the company's
enterprise risk management policies and procedures, which S&P
currently views as weak but improving.  Conversely, S&P could
lower the rating, which S&P view as less likely, if profitability
declines or leverage increases materially.


BRUNO'S SUPERMARKET: Case Summary & 40 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Bruno's Supermarkets, LLC
        dba Bruno's
        dba Food World
        dba FoodMax
        1800 International Park Drive, Suite 500
        Birmingham, AL 35243

Bankruptcy Case No.: 09-00634

Type of Business: The Debtor owns and operates a grocery stores.

Chapter 11 Petition Date: February 5, 2009

Court: Northern District of Alabama (Birmingham)

Debtor's Counsel: Derek F. Meek, Esq.
                  dmeek@burr.com
                  Burr & Forman LLP
                  420 North 20th Street, Suite 3100
                  Birmingham, AL 35203
                  Tel: (205) 251-3000
                  Fax: (205) 458-5100

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
C&S                                              $3,600,000

BiLo                                             $3,468,849

State of Alabama                                 $2,834,068

Vertis Inc.                                      $1,157,978

Cardinal Health                                  $1,157,978

Southern Company                                 $1,104,337

Buffalo Rock/Birmingham                          $1,047,906

Coca Cola Bottling                               $881,128

Palladeo                                         $681,788

Birmingham Tobacco                               $282,332

City of Mobile                                   $547,864

Anderson News Co.                                $539,356

Flowers Baking/Opelika                           $516,295

Earthgrains Banking Co.                          $496,304

Travis A. Husley                                 $488,500

Ala Tax                                          $485,474

Nabisco Biscuit Co.                              $424,446

Barber Dairies                                   $413,316

Coca Cola Bottling Co.                           $342,712

Kehe Food Dist. Inc.                             $274,286

Tuscaloosa County                                $306,637

City of Hoover                                   $276,063

Joshen Paper & Packaging                         $226,386

State of Florida                                 $235,409

Kellog Snacks                                    $183,248

City of Montgomery                               $189,010

Mobile County                                    $187,357

McKee Baking Company                             $181,634

First National Technology                        $173,582

City of Birmingham                               $177,237

Atlanta Food International                       $164,064

Baldwin County                                   $165,443

Kraft Pizza Company                              $155,569

Jefferson Co.                                    $163,874

City of Tuscaloosa                               $161,285

Dairy Fresh Mobile                               $149,664

Mayfield Dairy Farms                             $142,958

J.T. Smallwood                                   $142,568

Sunrise Floor Systems LLC                        $141,107

Pepperidge Farm Inc.                             $136,266

The petition was signed by James Grady, chief restructuring
officer.


CAPITAL GROWTH: Martin Katz Resigns as Board Member
---------------------------------------------------
On January 27, 2009, Martin Katz resigned as a member of Capital
Growth Systems, Inc.'s Board of Directors.  Mr. Katz had been a
member of the audit committee of the Board.  Mr. Katz' resignation
was not a result of any disagreement with the company on any
matter relating to the company's operations, policies, or
practices.

Following the resignation of Mr. Katz from the Board, the
remaining directors of the company, pursuant to their authority
under the company's Amended and Restated By-laws, appointed
Charles R. Wright to fill the vacancies on the Board and the audit
committee of the Board created by Mr. Katz' resignation.  Mr.
Wright's appointment to the Board and the audit committee became
effective immediately.

As a non-management member of the Board, in remuneration for his
services, Mr. Wright will receive $10,000 annually, payable on a
quarterly basis for each quarter that he serves as a director of
the company.  Service on the Board includes attending up to ten
Board or committee meetings per year, at least four of which are
to be in-person.  For each in-person Board or committee meeting in
excess of the Meeting Minimum, Mr. Wright will receive $500 for
each half-day and $1,000 for each full-day of Board or committee
meetings attended.  For each telephonic Board or committee meeting
in excess of the Meeting Minimum, Mr. Wright will receive $250 for
each half-day and $500 for each full-day of Board or committee
meetings attended; provided that no additional compensation will
be paid for telephonic meetings that do not last more than one
hour.

Effective January 27, 2009, the company granted to Mr. Wright
options to purchase 400,000 shares of the company's common stock
at an exercise price equal to $0.24 per share, with such options
expiring January 27, 2019.  The options were issued under the
company's 2008 Long-Term Incentive Plan.  The options vest over a
period of three years: 100,000 vest immediately on joining the
Board and 100,000 vest on each of next three anniversaries
thereof.  Upon a "change in control," as that term is defined in
the Plan, any unvested options vest immediately.  Mr. Wright may
not exercise his vested options until such point in time as the
company has sufficient available shares outstanding for issuance
to permit such exercise, exclusive of all shares of common stock
reserved for issuance with respect to currently outstanding
convertible debentures and the warrants issued to the holders of
convertible debentures.

Further, Mr. Wright entered into the company's form of Director
Indemnification Agreement, pursuant to which the company agreed to
indemnify Mr. Wright from certain expenses, including reasonable
attorney's fees, incurred by Mr. Wright as a result of serving on
the Board, subject to certain exclusions for certain delineated
matters.

The company also disclosed that the Audit Committee has been
expanded from two members to three members in order to comply with
requirements for planned future NASDAQ listing. Existing Audit
Committee member and independent director Brian Coderre will be
joined by current independent Board member Chris Hoyle and Mr.
Wright.

"We are very thankful for the good and valuable service that
Martin Katz provided to the Global Capacity Board, and we look
forward to his continued guidance and counsel as an advisor to the
company going forward," said Robert Pollan, Global Capacity
Chairman.  "It is important that we maintain the required level of
Independent Directors on our Board as we pursue a NASDAQ listing
in 2009, and the work Martin will be pursuing with the company
necessitates this change."

Charles R. Wright will join the Board as an Independent Director
and will assume the role of Chairman of the Audit Committee.  Mr.
Wright brings a wealth of financial and executive management
expertise, including experience as a Chief Financial Officer, as
well as a specific focus on merger and acquisition and capital
market transactions.  He has over 20 years experience in public
accounting, including over 14 years as a Partner at Ernst & Young.
He is presently the CFO of a holding company and Vice President -
Finance and CFO of several operating companies for a privately-
held Sports and Entertainment Company. Mr. Wright has a number of
professional accreditations including Certified Public Accountant
and Certified Management Consultant.  He holds an MBA from
Vanderbilt University's Owen Graduate School of Management, as
well as a BA from Duke University.

"We are extremely pleased to welcome Charlie Wright to the Board
of Global Capacity," continued Mr. Pollan.  "His wealth of
experience in mergers and acquisitions as well as capital market
transactions, coupled with his experience as a CPA and financial
officer, make him a compelling fit for our Board and our Audit
Committee.  We look forward to working with him as Global Capacity
executes its 2009 strategic plan, including pursuing a listing on
NASDAQ."

                      About Capital Growth

Based in Chicago, Capital Growth Systems Inc. (OTC BB: CGSY) doing
business as Global Capacity Group Inc., delivers telecom
integration services to systems integrators, telecommunications
companies, and enterprise customers worldwide.  It provides an
integrated supply chain management system that streamlines and
accelerates the process of designing, building, and managing
customized communications networks.  The company also provides
connectivity services for network integrators who bundle
telecommunication solutions to enterprise customers; offers global
pricing and quotation software and management services for data
communications; and assists customers to reduce connectivity costs
and attain understanding and control of their deployed
communications network.

                       Going Concern Doubt

Plante & Moran, PLLC, in Elgin, Ill., expressed substantial doubt
about Capital Growth Systems 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
pointed to the company's recurring losses, negative cash flows
from operations and net working capital deficiency.

Capital Growth Systems, Inc., posted a $6,236,000 net loss for the
three months ended September 30, 2008.

As of September 30, 2008, the company's balance sheet showed total
assets of $34,820,000 and total liabilities of $60,411,000,
resulting in total shareholders' deficit of $25,591,000.


CARLOS BELGODERE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Carlos Belgodere
        Calle Malaga 9-15
        Urb. Torrimar
        Guaynabo, PR 00966

Bankruptcy Case No.: 09-00402

Chapter 11 Petition Date: January 26, 2009

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Carlos Rodriguez Quesada, Esq.
                  Law Office Of Carlos Rodriguez Quesada
                  PO Box 9023115
                  San Juan, PR 00902-3115
                  Tel: (787) 724-2867
                  Email: cerqlaw@coqui.net

Total Assets: $3,899,900

Total Debts: $579,051

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
First Bank Puerto Rico           Personal Loan        $26,051

Associates International             Bank Loan          3,000
   Holdings Corp.

The petition was signed by Carlos Belgodere.


CHANDLER TRANSPORTATION: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Chandler Transportation, Inc.
        701 South Main Street
        Monmouth, IL 61462
        Tel: (309) 734-5777

Bankruptcy Case No.: 09-80289

Chapter 11 Petition Date: January 30, 2009

Court: United States Bankruptcy Court
       Central District of Illinois (Peoria)

Judge: Thomas L. Perkins

Debtor's Counsel: Raymond L. Huff, Esq.
                  Huff Law Offices
                  7820 N. University St., Ste. 103
                  Peoria, IL 61614-8306
                  Tel: (309) 689-3330
                  Fax: (309) 692-3333
                  Email: Raymond.Huff@SBCGlobal.net

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

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

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

The petition was signed by Kevin Goetzl, President of the company.


CHESAPEAKE CORP: Announces Pricing of Offering of $1BB Sr. Notes
----------------------------------------------------------------
Chesapeake Energy Corporation (NYSE:CHK) announced that it has
priced its previously announced public offering of $1 billion
aggregate principal amount of senior notes due 2015, which will
carry an interest rate of 9.5% per annum.  The senior notes were
priced at 95.071% of par to yield 10.625%.  The offering was
increased from a previously announced offering size of $500
million, resulting in net proceeds to Chesapeake of $934.5 million
after deducting underwriting discounts and commissions. Chesapeake
expects the issuance and delivery of the senior notes to occur on
February 2, 2009, subject to customary closing conditions.

Chesapeake intends to use the net proceeds from the offering to
repay outstanding indebtedness under its revolving bank credit
facility, which it anticipates reborrowing from time to time to
fund drilling and leasehold acquisition initiatives and for
general corporate purposes.

The senior notes were offered pursuant to a shelf registration
statement filed on January 27, 2009 with the U.S. Securities and
Exchange Commission. Chesapeake intends to list the notes on the
New York Stock Exchange after issuance.

Deutsche Bank Securities, Banc of America Securities LLC, Credit
Suisse, Goldman, Sachs & Co., Morgan Stanley and Wachovia
Securities acted as joint book-running managers for the senior
notes offering. Copies of the prospectus supplement relating to
the offering may be obtained from the offices of Deutsche Bank
Securities by writing to Deutsche Bank Securities Prospectus
Department, 100 Plaza One, Second Floor, Jersey City, NJ 07311 or
by calling 1-800-503-4611. An electronic copy of the prospectus
supplement is available on the website of the Securities and
Exchange Commission at www.sec.gov.

                  About Chesapeake Corporation

Headquartered in Richmond, Virginia, Chesapeake Corporation (NYSE:
CSK) -- http://www.cskcorp.com-- supplies specialty paperboard
packaging products in Europe and an international supplier of
plastic packaging products to niche end-use markets.  The Debtors
have 44 locations in Europe, North America, Africa and Asia and
employs approximately 5,400 people worldwide.  The company
directly owns 100% of each of the other Debtors.

The company owns, directly or indirectly, 100% of each of the non-
debtor subsidiaries except: (i) Chesapeake Plastics Kft, a
Hungarian joint venture which is 49% owned by Chemark Kft; and
(ii) Rotam Boxmore Packaging Co. Ltd., a   British Virgin Islands
company which is 50% owned by Canada Rotam International Co. Ltd.
The company's certificate of authorization authorizes the issuance
of 60,000,000 shares of common stock.  About 20,559,115 shares of
common stock are issued and outstanding with  par value of $1.00
per share as of Dec. 26, 2008.  Moreover, the company's
certificate allows the issuance of 500,000 shares of preferred
stock, and no shares are outstanding.

As of Dec. 31, 2007, Dimensional Fund Advisors LLP owns 7.98% of
the company; T. Rowe Price Associates Inc., 8.4%; and Wells Fargo
& Company, 14.71%.  Edelmann GmbH & Co. KG and Joachim W. Dziallas
owns 13.5% of the company as of Sept. 19, 2008.

New York Stock Exchange suspended the listing of the company's
common stock effective Oct. 8, 2008, due to its inability to meet
the global market capitalization requirements for continued
listing on the exchange.  Subsequently, the company's stock began
to be quoted on the over-the-counter bulletin board under the
trading symbol "CSKE.PK."

Chesapeake Corporation, and 18 affiliates filed Chapter 11
petitions (Bankr. E.D. Virginia, Lead Case No. 08-336642) on
Dec. 29, 2008. Benjamin C. Ackerly, Esq., Jason W. Harbour, Esq.,
Peter S. Partee, Esq., at Hunton & Williams LLP, are the proposed
bankruptcy counsel.  Chesapeake has also tapped Alvarez and Marsal
North America LLC, and Goldman Sachs & Co. as financial advisors.
It also brought along Tavenner & Beran PLC as conflicts counsel
and Hammonds LLP as special counsel.  Its claims agent is Kurtzman
Carson Consultants LLC.  The United States Trustee for Region 4
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors for the Debtors' Chapter 11 cases.

As of September 30, 2008, Chesapeake's consolidated balance sheets
showed $936.4 million in total assets, including
$340.7 million in current assets; and $937.1 million in total
liabilities, including $469.2 million in current liabilities,
resulting in $500,000 in stockholders' deficit.


CHESAPEAKE CORP: S&P Withdraws 'D' Rating on Chapter 11 Filing
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its
ratings on Chesapeake Corp.  The withdrawal follows the company's
Chapter 11 filing in late December 2008 and S&P's subsequent
lowering of the corporate credit rating to 'D' from 'SD' on
Dec. 30, 2008.


CHERNIN'S SHOE: Files for Chapter 7 Liquidation
-----------------------------------------------
Chicagotribune.com reports that Chernin's Shoe Outlet LLC has
filed for Chapter 7 liquidation, listing $500,000 to $1 million in
assets and $1 million to $10 million in liabilities.

According to Chicagotribune.com, Chernin's Shoe was founded in
1907.  It operated large stores in Chicago.  Chicagotribune.com
relates that Chernin's Shoe filed for bankruptcy protection in
1999 and was reborn in 2003, when former Chernin's Shoe
executives, including current CEO Randy Shifrin, purchased the
rights to the name and rolled out smaller shoe stores in the
Midwest.

Court documents say that Chernin's Shoe has 19 units in Illinois,
Indiana, and five other states.  Ten are in the Chicago area,
mostly on the South Side and in southern suburbs.

Chernin's Shoe Outlet LLC is a discount-shoe chain.


CHRYSLER LLC: Govt. Taps Cadwalader to Advise on Restructuring
--------------------------------------------------------------
The U.S. government hired Cadwalader, Wickersham & Taft LLP, a New
York law firm with bankruptcy expertise, to advise it on how to
restructure General Motors Corp. and Chrysler LLC, Bloomberg News
reported, citing two people involved in the work.

According to the report, Cadwalader will evaluate restructuring
scenarios, including a possible bankruptcy funded by the
government, the people said.

Cadwalader is working with Sonnenschein, Nath & Rosenthal, a
Chicago-based law firm, and Rothschild Inc., an investment bank,
both hired previously, the people said, according to Bloomberg.

As reported by the Troubled Company Reporter, the U.S. Treasury
completed on Dec. 31, 2008, a transaction with General Motors
Corp., under which the Treasury will provide GM with up to a total
of $13.4 billion in a three-year loan from the Troubled Assets
Relief Program, secured by various collateral.  On January 2,
2009, the Treasury provided a three-year $4 billion loan to
Chrysler Holding LLC.  The Treasury has required Chrysler and GM
to each submit by Feb. 17 a plan that would show the firm's long-
term viability.  The loan agreement provides for acceleration of
the loan if those goals under the plan, which are subject to
review by a designee of the U.S. President, are not met.

Bloomberg reported that Steve Girsky, a former auto-industry
analyst and adviser, may join a "car czar" team that will oversee
the Treasury's loans to General Motors and Chrysler.  According to
the report, Treasury Secretary Tim Geithner said Jan. 21 that
President Barack Obama's administration was putting together a
team with expertise in manufacturing and restructuring to advise
the president on auto issues.

Ford Motor Company has so far not sought Federal aid.  However,
Bloomberg notes that Ford's biggest annual loss in its 105-year
history may signal the need for more federal aid for the U.S.
automakers.  Ford has recently tapped $10.1 billion, to max out
its revolving credit line, in order to maintain cash, as it
struggles with lower sales.

                     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.

                       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.


CINCINNATI BELL: Elects Mark Lazarus to Board of Directors
----------------------------------------------------------
Cincinnati Bell Inc. (NYSE: CBB) disclosed the election of Mark
Lazarus as a director of the company, effective Jan. 30, 2009.

Mr. Lazarus, 45, is president of media and marketing services for
the Atlanta-based Career Sports & Entertainment agency. In this
role, he leads the media division in developing multiplatform
(television and broadband) sports and entertainment content, and
the corporate marketing practice, which provides clients with
marketing, property consulting, public relations, event, and
creative services.

Before joining CS&E in 2008, Mr. Lazarus was president of Turner
Entertainment Group, where he set strategy and managed operations
for Turner Entertainment Networks, the Animation, Young Adults &
Kids Media unit, digital businesses, Peachtree TV, Turner Sports,
and Turner Entertainment Sales and Marketing.

A graduate of Vanderbilt University, Mr. Lazarus is on the board
of governors of the Boys and Girls Clubs of America and serves on
the board of directors for Atlanta's High Museum of Art, the East
Lake Foundation, the PATH Foundation, and Compass Diversified
Holdings.

                      About Cincinnati Bell

Headquartered in Cincinnati, Ohio, Cincinnati Bell Inc. (NYSE:
CBB) -- http://www.cincinnatibell.com/-- provides integrated
communications solutions-including local, long distance, data,
Internet, and wireless services.  In addition, the company
provides office communications systems as well as complex
information technology solutions including data center and managed
services.  Cincinnati Bell conducts its operations through three
business segments: Wireline, Wireless, and Technology Solutions.

                         *     *      *

As reported in the Troubled Company Reporter dated Aug. 12, 2008,
Fitch Ratings affirmed the company's 'B+' issuer default rating.

As of September 30, 2008, the company's balance sheet showed total
assets of $2,023,400,000 and total liabilities of $2,682,900,000,
resulting in total shareowners' deficit of $659,500,000.


CIRCUIT CITY: DJM Realty to Dispose of All Remaining Real Estate
----------------------------------------------------------------
DJM Realty, a Gordon Brothers Group company, has been retained to
exclusively manage the disposition of all remaining Circuit City
Stores, Inc., real estate in the United States.

In addition to marketing the remaining Circuit City store leases,
DJM Realty will be marketing the distribution centers, office
spaces and fee owned properties for sale.  Circuit City is a
specialty retailer of consumer electronics and related services.

As of December 31, 2008, the domestic segment operated 567 stores
in 153 U.S. media markets.  Circuit City filed for Chapter 11
bankruptcy protection on November 10, 2008, and started
liquidation sales on January 17, 2009.  The engagement of DJM
Realty, which is subject to bankruptcy court approval, anticipates
a bid due on March 12, 2009.

"Circuit City's real estate has begun to create interest among
national and regional retailers and supermarkets.  There are great
opportunities for schools and other non-retail uses.  Several
buildings are free standing which offer opportunities for multiple
uses.  Several of the surplus properties are located in markets
that are very difficult to enter, these markets include northern
and southern California, the cities of New York, Chicago, Dallas
and Houston including the neighboring suburbs," said Andy Graiser
and Emilio Amendola, DJM Realty's Co-Presidents.

The 578 leases that are available for assignment in this
bankruptcy sale range from 16,844 - 82,555 square feet and are in
the following states: AL, AR, AZ, CA, CO, CT, DE, FL, GA, HI, ID,
IL, IN, KS, KY, LA, MA, MD, ME, MI, MN, MO, MS, NC, NE, NH, NJ,
NM, NV, NY, OH, OK, OR, PA, PR, RI, SC, TN, TX, UT, VA, VT, WA,
WI, WV AND WY.

In addition to the retail leases, DJM Realty is marketing 13 fee
owned properties consisting of:

      5 retail locations in Phoenix, Arizona; Moreno Valley,
        California; San Jose, California; Louisville, Kentucky;
        and Baltimore, Maryland,

      1 service center in Lithia Springs, Georgia,

      7 land parcels in Los Angeles, California; Marion,
        Illinois; Ardmore, Oklahoma; Lehigh, Pennsylvania;
        Florence, South Carolina; Richmond, Virginia; and
        Virginia Beach, Virginia.

Circuit City property details will be available shortly at:
http://www.djmrealty.com/

For more information please contact:

        James Avallone
        javallone@djmrealty.com
        Tel: (631) 927-0024

As reported by the Troubled Company Reporter, the Debtors failed
to reach an agreement with creditors and lenders to structure a
going-concern transaction.  At a hearing held January 16, 2009,
the Debtors obtained authority from the U.S. Bankruptcy Court for
the Eastern District of Virginia to sell their business pursuant
to an agency agreement with four liquidators: Great American Group
WF LLC, Hudson Capital Partners LLC, SB Capital Group LLC, and
Tiger Capital Group LLC -- the highest and best bidder for the
Debtors' assets.  The company has said it does not anticipate any
value will remain from the bankruptcy estate for the holders of
the company's common equity, although this will be determined in
the continuing bankruptcy proceedings.

InterTAN Canada Ltd., an indirect wholly-owned subsidiary of U.S.-
based Circuit City Stores, noted that The Source by Circuit City
stores across Canada remain open for business and are not included
in the liquidation process announced by Circuit City.

A full-text copy of the order approving the Sale, including the
Agency Agreement, is available for free at:

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

                         About DJM Realty

Melville, New York-based DJM Realty, a Gordon Brothers Group
company -- http://visitwww.djmrealty.com/ -- specializes in real
estate dispositions, renegotiation of occupancy costs,
acquisitions, valuations and capital solutions.  DJM Realty has
serviced the nation's most recognizable brands in healthy and
distressed situations. Bankruptcy clients have included Linens 'n
Things, Goody's, KB Toys, Kmart, The Sharper Image, Whitehall
Jewelers, Bombay, The Wiz, and Winn-Dixie.  DJM Realty was founded
in 1992 and has offices in Los Angeles, Boston and Chicago.

                    About Gordon Brothers Group

Founded in 1903, Gordon Brothers Group --
http://www.gordonbrothers.com/is a global advisory, restructuring
and investment firm specializing in the retail, consumer products,
industrial, and real estate sectors. Gordon Brothers Group
maximizes value for both healthy and distressed companies by
purchasing or selling all categories of assets, appraising assets,
providing debt financing, making private equity investments, and
operating businesses for extended periods. Gordon Brothers Group
conducts over $40 billion in transactions and appraisals annually.

                        About Circuit City

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

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

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

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

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


CLARIENT INC: Enters Into Amendment Extending Loan Maturities
-------------------------------------------------------------
On January 30, 2009, Clarient, Inc., entered into a First
Amendment to Credit Agreement with Gemino Healthcare Finance, LLC,
which amendment amended the Credit Agreement dated July 31, 2008
between the company and Gemino.  The Gemino Agreement continues to
provide a revolving credit facility under which the company may
borrow up to $8.0 million from Gemino, secured by the company's
accounts receivable and related assets.

The First Amendment extended the maturity of the Gemino Facility
to February 27, 2009 -- subject to acceleration if an event of
default occurs -- to allow the company to complete the refinancing
of all of its credit facilities.  Indebtedness under the Gemino
Facility would have become due on January 31, 2009.  The First
Amendment also extended the time by which the company may extend
or refinance its existing credit facilities with Comerica Bank and
Safeguard Delaware, Inc., as a condition for the automatic
extension of the maturity of the Gemino Facility to January 31,
2010.  No other terms or conditions of the Gemino Facility were
amended by the First Amendment.

A full-text copy of the First Amendment is available for free at:

               http://researcharchives.com/t/s?392a

On January 27, 2009, the company entered into a Fourth Amendment
to Amended and Restated Loan Agreement with Comerica Bank, which
amendment amended the Amended and Restated Loan Agreement between
the company and Comerica Bank dated February 28, 2008, as
previously amended on March 14, 2008, March 21, 2008 and July 31,
2008.  The Comerica Loan Agreement continues to provide a credit
facility consisting of a $9.0 million revolving line of credit and
a $2.3 million letter of credit.  The Fourth Amendment extended
the maturity of the Comerica Facility to March 31, 2009 -- subject
to acceleration if an event of default occurs -- to allow the
company to complete the refinancing of all of its credit
facilities.  Indebtedness under the Comerica Facility would have
become due on February 26, 2009.  No other terms or conditions of
the Comerica Facility were amended by the Fourth Amendment.

A full-text copy of the Fourth Amendment is available for free at:

               http://researcharchives.com/t/s?392b

                        About Clarient Inc.

Based in Aliso Viejo, California, Clarient Inc. (Nasdaq: CLRT) --
http://www.clarientinc.com/-- is an advanced oncology diagnostics
services company.  The company's principal customers include
pathologists, oncologists, hospitals and biopharmaceutical
companies.

                       Going Concern Doubt

KPMG LLP, in Costa Mesa, California, expressed substantial doubt
about Clarient 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 recurring losses, negative cash flows from
operations, and working capital and net capital deficiencies.  In
addition, KPMG said it is not probable that the company can remain
in compliance with the restrictive monthly financial covenant in
its bank credit facility.  In order to comply with the covenants
in the current debt agreement, the company must achieve operating
results at levels not historically achieved by the company.

Clarient, Inc.'s balance sheet as of Sept. 30, 2008, showed total
assets of $32.3 million, total liabilities of $35.0 million,
resulting in a stockholders' deficit of $2.7 million.


COMFORT CO.: Plan Confirmed Without Objection
---------------------------------------------
Comfort Co., will have a confirmed reorganization plan, after all
objections to the plan were withdrawn, Bloomberg's Bill Rochelle
said.  The Plan had earlier met overwhelming support from
creditors entitled to vote on it.

Mr. Rochelle relates that the Plan offers to (i) pay unsecured
creditors $325,000 cash plus a share in lawsuit recoveries, (ii)
grant a new $100 million secured note and 75% of the new stock of
reorganized Comfort to holders of first lien debtholders, on
account of the $125 million secured portion of their claim, and
additional $6.8% of the new stock plus 68% of the lawsuit, on
account of their deficiency claim, and (iii) award 2.3% of the new
stock and 23% of lawsuit recoveries to second lien lenders owed
$52.2 million.

                       About Comfort Co.

Headquartered in West Long Branch, New Jersey, Comfort Co., Inc.
-- http://www.sleepinnovations.com/-- is a holding company that
owns 100% of the common stock of Sleep Innovations, Inc., which,
in turn, is the direct parent of Advanced Innovations East, LLC,
Advanced Innovations West, LLC, Advanced Innovations Central, LLC
and Advanced Urethane Technologies, Inc.  Advanced Urethane is the
direct parent of AUT Brehnam, Inc. AUT Dallas, Inc., AUT Lebanon,
Inc., AUT Newburyport, Inc. and AUT West Chicago, Inc.

The Debtors develop, manufacture, market and distribute foam
comfort sleep products, which include pillows, mattresses and
mattress toppers, for sale to major retailers in the United
States, Canada, Mexico and other countries.  The Debtors also
manufacture and sell standard and specialty polyurethane foam
products to end market users, such as manufacturers in the
bedding, furniture, automotive, packaging, medical and consumer
products industries.

The Debtors filed for Chapter 11 relief on Oct. 3, 2008 (Bankr.
D. Del. Lead Case No. 08-12305).  Michael R. Lastowski, Esq.,
and Richard W. Riley, Esq., at Duane Morris LLP, in Wilmington,
Delaware, Sommer Leigh Ross, Esq., at Duane Morris LLP, in
Philadelphia, and Sheryl L. Toby, Esq., at Dykema Gossett,
PLLC, represents the Debtors as counsel.  In its bankruptcy
petition, Comfort Co. estimated both assets and debts to be
between $100 million and $500 million.


CONCORD CAMERA: Voluntarily Delists From NASDAQ
-----------------------------------------------
On January 30, 2009, Concord Camera Corp. notified the NASDAQ
Stock Market of its intent to delist its common stock from the
NASDAQ Global Market.  The Company currently anticipates that, on
or about February 9, 2009, it will file with the Securities and
Exchange Commission and NASDAQ a Form 25 relating to the delisting
of its common stock.  The Company expects that trading in the
Company's common stock will be suspended on the date the Form 25
is filed, with the official delisting of its common stock becoming
effective ten days thereafter.  Accordingly, the Company
anticipates that trading of its common stock on the NASDAQ Global
Market will be suspended on or about February 9, 2009 and that its
common stock will be delisted from the NASDAQ Global Market on or
about February 19, 2009.

As previously announced, the Company's shareholders approved the
dissolution and liquidation of the Company at the Annual Meeting
of Shareholders on December 18, 2008.  Pursuant to the Plan of
Liquidation, the Company has initiated the process to dissolve the
Company's corporate existence in the State of New Jersey and
intends to sell and monetize or otherwise dispose of its non-cash
assets, satisfy or settle its remaining liabilities and
obligations, including contingent liabilities and claims, and make
one or more distributions to its shareholders of cash available
for distribution.  The execution of the Plan of Liquidation will
be completed as soon as practicable.

Headquartered in Hollywood, Florida, Concord Camera Corp.
(NASDAQ:LENS) -- http://www.concord-camera.com/-- through its
subsidiaries, provides easy-to-use 35mm single-use and traditional
film cameras.  Concord markets and sells its cameras on a private-
label basis and under the POLAROID and POLAROID FUNSHOOTER brands
through in-house sales and marketing personnel and independent
sales representatives.  The POLAROID trademark is owned by
Polaroid Corporation and is used by Concord under license from
Polaroid.


CORPORACION DURANGO: Reaches Standstill Accord on 2017 Notes
------------------------------------------------------------
Corporacion Durango SAB said it has reached a "standstill"
agreement with its main creditors on its 2017 bonds, Bloomberg
News reports.

The agreement expires on March 6 and may lead to the restructuring
of the notes, Durango said, according to the report.

Durango, Mexico-based Corporacion Durango S.A.B. de C.V. produces
brown paper and packaging products.  Its packaging division,
Empresas Titan, manufactures corrugated packaging in Mexico.  It
also produces newsprint through Grupo Pipsamex.

After the First Federal District Court in Durango approved the
Company's plan of reorganization and declared the termination
of its "Concurso Mercantil" proceeding, the Company filed for
Chapter 15 bankruptcy (Bankr. S.D. N.Y. Case No. 08-13911) on
Oct. 6, 2008.  Two affiliates filed for Chapter 11 bankruptcy
protection separately on the same day.

John K. Cunningham, Esq., at White & Case, LLP, represents the
Debtors in their restructuring efforts.  In its filing, the Lead
Debtor estimated assets to be more than US$1 billion and debts to
be more than US$1 billion.


COTT CORPORATION: Gets Wal-Mart's Notice to Terminate Supply Pact
-----------------------------------------------------------------
On January 27, 2009, Cott Corporation received written notice from
Wal-Mart Stores, Inc., stating that Wal-Mart was exercising its
right to terminate, without cause, the Supply Contract dated
December 21, 1998, between Cott Beverages Inc., a wholly-owned
subsidiary of the Company, and Wal-Mart.  The termination is
effective on January 28, 2012.  Pursuant to the terms of the
Agreement, the Company was the exclusive supplier to Wal-Mart of
retailer brand carbonated soft drinks in the United States.  The
termination provision of the Agreement provides for exclusivity to
be phased out over a period of three years following notice of
termination.  Accordingly, the Company has the right to supply at
least two-thirds of Wal-Mart's total carbonated soft drink volumes
in the United States during the first 12 months of the Notice
Period, and the Company has the right to supply at least one-third
of Wal-Mart's total carbonated soft drink volumes in the United
States during the second 12 months of the Notice Period.

Notwithstanding the receipt of notice of termination of the
Agreement, the Company continues to supply Wal-Mart with a variety
of retailer brand products in North America, the United Kingdom
and Mexico, including carbonated soft drinks, sparkling flavored
waters, bottled water, energy drinks and ready-to-drink teas.

                      About Cott Corporation

Cott Corporation -- http://www.cott.com/-- is one of the world's
largest non-alcoholic beverage companies and the world's largest
retailer brand soft drink company.  The Company commercializes its
business in over 60 countries worldwide, with its principal
markets being the United States, Canada, the United Kingdom and
Mexico.  Cott markets or supplies over 200 retailer and licensed
brands, and Company-owned brands including Cott, RC, Vintage, Vess
and So Clear. Its products include carbonated soft drinks,
sparkling and flavored waters, energy drinks, sports drinks,
juices, juice drinks and smoothies, ready-to-drink teas, and other
non-carbonated beverages.

                          *     *     *

The Troubled Company Reporter reported on Feb. 3, 2009, Standard &
Poor's Ratings Services lowered its long-term corporate credit
rating on Mississauga, Ontario-based Cott Corp. to 'CCC+' from
'B-'.  At the same time, S&P lowered the senior subordinated debt
rating on wholly owned U.S. subsidiary Cott Beverages Inc. to
'CCC-' from 'CCC'.  S&P also removed all ratings from CreditWatch
with negative implications, where they were placed Feb. 26, 2008.
The outlook is stable.

The company's consolidating balance sheets as of September 27,
2008, showed total assets of $995.4 million, total liabilities of
$682.3 million, minority interest of $18.2 million, and total
shareholders' equity of $294.9 million.


CV THERAPEUTICS: Confirms Astellas' Proposal & Starts 2nd Review
----------------------------------------------------------------
In light of an announcement made recently by Astellas Pharma Inc.,
CV Therapeutics, Inc., confirmed on January 27, 2009, that it had
received a letter dated November 13, 2008 from Astellas setting
forth an unsolicited proposal by Astellas to acquire CV
Therapeutics at a price of $16.00 per share, subject to due
diligence, Astellas Board approval and other conditions.

After careful deliberation, with the assistance of its financial
and legal advisors, the CV Therapeutics board of directors had, on
November 21, 2008, concluded that the Astellas proposal was not in
the best interests of CV Therapeutics and its stockholders.  Dr.
Louis Lange, chairman and chief executive officer of CV
Therapeutics, sent a letter dated November 21, 2008, to that
effect to Astellas on behalf of the board of directors of CV
Therapeutics.

Because Astellas, by its recent announcement, has sought to revive
its previously rejected proposal, the CV Therapeutics board of
directors will again review developments in the context of the
company's strategic plans and the long-term interests of its
stockholders, to pursue the best course of action to maximize
long-term value for stockholders.  As part of its ongoing review
of the current market environment and the recent developments
relating to CV Therapeutics, the board of CV Therapeutics
concluded that it was in the best interests of CV Therapeutics and
its stockholders to extend the expiration date of its shareholder
rights plan from February 1, 2009, to February 1, 2010.  CV
Therapeutics will keep its stockholders advised.

Barclays Capital is serving as financial advisor, and Latham &
Watkins LLP is serving as legal counsel, to CV Therapeutics.

                       About CV Therapeutics

Headquartered in Palo Alto, California, CV Therapeutics Inc.
(NasdaqGM: CVTX) -- http://www.cvt.com/-- is a biopharmaceutical
company focused on applying molecular cardiology to the discovery,
development and commercialization of novel, small molecule drugs
for the treatment of cardiovascular diseases.  CV Therapeutics
Ltd. is the company's European subsidiary based in the United
Kingdom.

                          *     *     *

For three months ended Sept. 30, 2008, the company posted net loss
of $25.3 million compared with net loss of $34.2 million for the
same period in the previous year.  For nine months ended Sept. 30,
2008, the company posted net loss of $61.5 million compared with
net loss of $146.8 million for the same period in the previous
year.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $391.9 million and total liabilities of $617.5 million,
resulting in total stockholders' deficit of $225.6 million.


CYBERDEFENDER CORP: Completes Sales & Note & Warrant Issuance
-------------------------------------------------------------
Cyberdefender Corporation disclosed that on January 28, 2009, the
company completed the sale and issuance of an additional
$1,000,000 in aggregate principal amount of its subordinated 10%
Convertible Promissory Notes, and five-year warrants to purchase
up to an additional 400,000 shares of its common stock.

Accordingly, the company received gross proceeds of $1,200,000
pursuant to the Offering, and paid its placement agent a total of
$72,000 in commissions and issued to its placement agent a five-
year warrant to purchase a total of 57,600 shares of the company's
common stock, at an exercise price of $1.25 per share.

On December 5, 2008, Cyberdefender reported the sale and issuance
of $200,000 in aggregate principal amount of its subordinated 10%
Convertible Promissory Notes, convertible into common stock of the
Registrant at a conversion price of $1.25 per share, along with
five-year warrants to purchase an aggregate of 80,000 shares of
common stock at an exercise price of $1.25 per share.

The Offering was exempt from registration under Section 4(2) of
the Securities Act of 1933, as amended, and Rule 506 of Regulation
D promulgated thereunder, inasmuch as the securities were issued
to accredited investors only without any form of general
solicitation or general advertising.

                  About CyberDefender Corporation

Based in Los Angeles, CyberDefender Corporation (OTC BB: CYDE) --
http://www.cyberdefender.com/-- is an Internet security software
company.  The company's Internet security technology offers the
earliest possible detection and most aggressive defense against
Internet security attacks.  CyberDefender uses a secure client-to-
client distributed network, enabling protection that the company
believes is unparalleled in speed and flexibility.

                      Going Concern Doubt

KMJ Corbin & Company LLP, in Irvine, California, expressed
substantial doubt about Cyberdefender Corp.'s ability to continue
as a going concern after auditing the company's financial
statements for the year ended Dec. 31, 2007.  The auditing firm
reported that the Company has recurring losses from operations
and has not generated significant revenues to cover costs to date.

CyberDefender Corporation's balance sheet at Sept. 30, 2008,
showed total assets of $1,303,450, total liabilities of $8,510,843
and stockholders' deficit of $7,207,393.

The company reported net loss for three months ended Sept. 30,
2008, of $3,933,630 compared to net loss of $1,274,275 for the
same period in the previous year.  For the nine months ended
Sept. 30, 2008, the company incurred net loss of $7,444,098
compared to net loss of $3,732,941 for the same period in the
prior year.


DAVID YOUNG: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: David Victor Young
        Tauna Marie Young
        f/d/b/a EquipRent, Inc.
        8964 New Castle Drive
        Middleton, ID 83644

Bankruptcy Case No.: 09-00174

Chapter 11 Petition Date: January 26, 2009

Court: United States Bankruptcy Court
       District of Idaho [LIVE] (Boise)

Judge: Terry L. Myers

Debtor's Counsel: D. Blair Clark, Esq.
                  1513 Tyrell Lane, Suite 130
                  Boise, ID 83706
                  Tel: (208) 475-2050
                  Fax: (208) 475-2055
                  Email: dbc@dbclarklaw.com

Total Assets: $1,114,049

Total Debts: $1,985,309

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

            http://bankrupt.com/misc/idb09-00174.pdf

The petition was signed by David Victor Young and Tauna Marie
Young.


DELPHI CORP: Low Auto Sales to Cue Layoffs, Changes to $4B Loan
---------------------------------------------------------------
Delphi Corporation said in a regulatory filing that on Jan. 30,
2009, it reached agreement with the required lenders to amend the
accommodation agreement in connection with its $4.35-billion
debtor-in-possession first priority revolving credit facility.

In support of Delphi's efforts to develop a modified
reorganization plan adapted to the current global economic
environment, the lenders have agreed to modify certain financial
covenants and pay-down requirements contained in the Accommodation
Agreement.  In addition, General Motors Corporation has agreed to
immediately accelerate $50 million in advances under the Partial
Temporary Accelerated Payments Agreement and to no later than
February 27, 2009, either accelerate an additional $50 million in
advances under the agreement or to increase from $300 million to
$350 million the amount which it is committed to advance under the
GM Advance Agreement.  The Amendment and GM's agreement to
accelerate payments are effective immediately; however, the
Amendment contains certain post-closing conditions, including the
payment of fees to the consenting lenders, which must be
satisfied.

Delphi is in the process of filing a motion with the U.S.
Bankruptcy Court for the Southern District of New York to be heard
February 24, 2009 seeking authority to pay the applicable fees set
forth in the Amendment.

             GM Help to Boost Liquidity Until June 30

Delphi said that if it is able to meet certain milestones in its
reorganization proceedings and obtain continued support from GM
per the terms of the Amendment, it projects that it will have
access to additional liquidity to support its working capital
requirements through the remainder of the term of the
accommodation period in the Accommodation Agreement.  Delphi
believes the Amendment and accelerated GM support will enable it
to preserve available liquidity given the difficult economic
environment, particularly in the global automotive industry.

While in chapter 11, Delphi has been supplementing cash from
operations in North America with borrowings under the Amended and
Restated DIP Credit Facility, which facility matured on
December 31, 2008.  Prior to expiration of the Facility, Delphi
entered into the Accommodation Agreement effective as of Dec. 12,
2008, allowing it to retain the proceeds of drawn amounts under
the Amended and Restated DIP Credit Facility, consisting of a
$1.1 billion first priority revolving credit facility, a $500
million first priority term loan and a $2.75 billion second
priority term loan until the earlier of June 30, 2009 (or if
certain milestones are not met in Delphi's reorganization
proceedings, May 5, 2009).

Notwithstanding the Accommodation Agreement, Delphi is in default
of the terms of its Amended and Restated DIP Credit Facility and
as a result was no longer able to make additional draws under the
facility after Dec. 12, 2008.  The Accommodation Agreement
contains covenants requiring Delphi to maintain a rolling 12-month
cumulative Global EBITDAR level, to periodically pay down amounts
outstanding under the Revolving Facility in excess of a specified
amount determined, in part, by the amount of outstanding
receivables, inventory and the value of certain fixed assets, and
to maintain a minimum liquidity level of $100 million.

Delphi also has the ability to draw down amounts pursuant to an
agreement with GM whereby GM agreed to advance payments to be made
by GM to Delphi following the effectiveness of the GM settlement
and restructuring agreements, which agreement was later extended
and amended to provide up to $300 million in advances through
June 30, 2009.  The GM Advance Agreement currently has a targeted
cash balance of $25 million dollars, and Delphi is required to use
any free cash flow above the targeted cash balance amount to repay
from time to time any amounts outstanding thereunder.  In
addition, GM has agreed to accelerate payment of certain payables
to Delphi, pursuant to the Partial Temporary Accelerated Payments
Agreement, which could result in an additional $300 million of
liquidity (inclusive of the immediate acceleration of $50 million)
to Delphi to be provided through May 2009.

Delphi noted that the Amendment was necessitated by the
significant production volume decreases and significantly lower
forecasted volumes through the first quarter of 2009.  In this low
production environment, the amount of outstanding accounts
receivable and inventory has been declining, thus requiring
periodic repayments of amounts outstanding under Tranches A and B
of the Amended and Restated DIP Credit Facility to maintain
compliance with the paydown covenants.  As of Jan. 31, 2009, there
was approximately $300 million outstanding under Tranche A and
approximately $400 million outstanding under Tranche B.  Reduced
volume projections were expected to result in a significant
decline in rolling 12-month cumulative Global EBITDAR at the end
of January 2009, which without the Amendment might have put
Delphi's ability to comply with the Global EBITDAR covenants at
risk.  In addition, this deterioration has reduced the amount of
outstanding receivables, potentially requiring Delphi to repay
significant additional amounts currently outstanding under the
Revolving Facility in the months of January and February 2009,
further reducing liquidity in its North American operations.
However, pursuant to the Amendment, the lenders have agreed to
modify certain covenants contained in the Accommodation Agreement.
Specifically the Amendment provides for:

  - Revised rolling 12-month cumulative Global EBITDAR covenant
levels based upon the current economic and automotive environment
as follows:

                                        Global LTM
                                          EBITDAR
      Period Ending                   (in millions)
      -------------                   -------------
      January 31, 2009                     $ 185
      February 28, 2009                    $ (50)
      March 31, 2009                       $(150)
      April 30, 2009                       $(250)
      May 31, 2009                         $(350)

  - An additional cash collateral basket of up to $117 million,
which solely for purposes of the prepayment provisions in the
Accommodation Agreement is considered an offset to amounts
outstanding under the Revolving Facility.  The Basket may be
released to Delphi upon the satisfaction of certain conditions.
GM has agreed that, by Feb. 27, 2009, it will either (a) convert,
subject to obtaining the approval of the Court and obtaining any
required approvals from the President's designee pursuant to its
loan agreement with the U.S. Treasury, the $50 million
acceleration of payment terms referred to above to increase the
amount available under the GM Advance Agreement to an aggregate of
$350 million or (b) accelerate an additional $50 million in
advances.  If GM chooses option (a), the Minimum Liquidity Level
covenant will be reduced to $50 million and the Target Cash
Balance in the GM Advance Agreement will be increased to $50
million, provided that all necessary approvals to amend the GM
Advance Agreement have been received, before March 25, 2009.  In
either event, Delphi believes it would have sufficient additional
liquidity to remain in compliance with the applicable covenants in
the Accommodation Agreement as amended by the Amendment through
late April 2009.

        Delphi Required to Submit New Plan by Feb. 27

To provide additional liquidity support from April 2009 through
the remainder of the accommodation period, the Amendment further
provides that the amounts in the Basket may be released to Delphi
if each of the following conditions are satisfied at the time of
the release:

     (a) by February 27, 2009, Delphi has filed a plan of
reorganization or modifications to Delphi's existing plan of
reorganization meeting the conditions specified in the
Accommodation Agreement and the 10 business day notice period
after February 27, 2009, has elapsed without the majority of
Tranche A and Tranche B lenders or majority of all lenders who
signed the Accommodation Agreement having delivered notice that
such plan of reorganization or modifications to Delphi's existing
Plan of Reorganization are not satisfactory,

     (b) after giving effect to the release, Delphi is compliant
with the mandatory prepayment provisions in the Accommodation
Agreement and all other covenants in the Amended and Restated DIP
Credit Facility as modified by the Accommodation Agreement and the
Amendment, and

     (c) by March 24, 2009 GM has agreed and has obtained all
required approvals to increase the available amounts under the GM
Advance Agreement to $450 million.

Notwithstanding, Delphi will be required to apply all amounts in
the Basket to pay down the Amended and Restated DIP Credit
Facility under these circumstances:

    (i) Delphi has not delivered to the agent under the Amended
        and Restated DIP Credit Facility a proposal to GM
        regarding Delphi's North American sites and the related GM
        plan to support Delphi's overall emergence plan by
        February 17, 2009;

   (ii) Delphi has not delivered to the agent under the Amended
        and Restated DIP Credit Facility a business plan
        incorporating the Proposal by February 20, 2009;

  (iii) a majority of lenders executing the Amendment direct the
        agent under the Amended and Restated DIP Credit Facility
        on or before March 6, 2009 that the Proposal or the
        Business Plan is not satisfactory,

   (iv) if Delphi fails to file a plan of reorganization or
        modifications to its existing plan of reorganization
        meeting the conditions specified in the Accommodation
        Agreement by February 27, 2009 or if within 10 business
        days of the filing the majority of Tranche A and Tranche B
        lenders or majority of all lenders who signed the
        Accommodation Agreement deliver notice that such filing is
        not satisfactory, or

    (v) if on March 24, 2009 there is less than $450 million of
        aggregate availability committed under the GM Advance
        Agreement.

         Cash Conservation Measures Include Job Cuts

To address the likelihood of continued low U.S. automotive
production volumes, Delphi has implemented and continues to
implement a number of cash conservation measures, including
temporary lay-offs and salaried benefit cuts, delay of capital and
other expenditures, permanent salaried work-force reductions, and
other cost saving measures to ensure adequate liquidity for
operations until volumes recover or until the Company is able to
complete further restructuring efforts in response to changes in
vehicle markets.

Delphi believes that the combination of its cost saving
initiatives, the additional liquidity support from GM and, subject
to continued compliance with the covenants contained therein, the
Amendment to the Accommodation Agreement and the Amended and
Restated DIP Credit Facility will provide the necessary U.S.
liquidity through the term of the accommodation period in the
Accommodation Agreement to seek to emerge from bankruptcy.

           Lenders' Accommodation May End May 5

Delphi, however, notes that its continued ability to access the
Basket remains subject to a number of conditions, including GM
agreeing to increase amounts available under the GM Advance
Agreement, and obtaining any required approvals of the President's
designee in accordance with the provisions of the government loans
GM has received and Court approval.

Therefore, Delphi says there can be no assurance as to whether it
will be able to access the additional $117 million in liquidity
provided for under the Amendment as necessary to provide
sufficient liquidity through the second quarter of 2009.  In
addition, there can be no assurance that the outside termination
date of the Accommodation Agreement will not be shortened from
June 30, 2009 to May 5, 2009 because there can be no assurance
that the company will be able to obtain binding commitments for
debt and equity financing sufficient to emerge from chapter 11
pursuant to a plan of reorganization satisfying the conditions set
forth in the Accommodation Agreement by the deadlines specified
therein or obtain necessary waivers.

Delphi notes that its ability to develop a revised
recapitalization plan and consummate a confirmed plan of
reorganization has been adversely effected by the substantial
uncertainty and a significant decline in capacity in the credit
markets, the global economic downturn generally and the current
economic climate of the global automotive industry.  In addition,
there can be no assurances that the cash conservation measures
Delphi implements now or in the future will not delay or limit its
ability to achieve its long range business objectives or
participate in future growth opportunities when economic
conditions improve.  Furthermore, should further cost saving
measures or other significant actions, including sales of assets
and wind-down of operations become necessary, whether because
constraints in the global credit market continue or worsen, the
global recession deepens, the current economic climate in the
global automotive industry does not improve over the course of
2009 or otherwise, Delphi's inability to conserve liquidity or
obtain alternative financing would likely have a detrimental
impact on the Company's financial condition and operations.

                        About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is the single supplier of vehicle
electronics, transportation components, integrated systems and
modules, and other electronic technology.  The company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  Delphi has regional
headquarters in Japan, Brazil and France.

The company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on Dec. 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
Jan. 25, 2008.  The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their
proposal to provide US$2,550,000,000 in equity financing to
Delphi.

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


DENNY'S CORP: Dr. Vera Farris Plans to Retire
---------------------------------------------
On January 28, 2009, Dr. Vera K. Farris notified Denny's
Corporation of her decision not to stand for re-election to the
Board of Directors at the company's upcoming Annual Stockholders
meeting on May 20, 2009.  Dr. Farris, 72, who served as a board
member since 1993, served as chair of the board's Compensation and
Incentives Committee and served on the board's Corporate
Governance and Nominating Committee.  She stated that her desire
to retire was the primary basis for her decision.  Dr. Farris
indicated that she had no disagreements with Denny's, its
management or the other directors.

On January 15, 2009, Denny's reported same-store sales for its
company-owned and franchised restaurants during the quarter and
year ended December 31, 2008, compared with the related periods in
fiscal year 2007.

The Denny's system is now comprised of 80% franchised and licensed
restaurants and 20% company restaurants compared with 66%
franchised and licensed restaurants and 34% company restaurants
prior to the launch of FGI in 2007.  In addition to the FGI
transactions completed in the fourth quarter, Denny's franchisees
opened 12 new restaurants bringing the total number of new Denny's
opened across the system in 2008 to 34, which represents a 48%
increase in new restaurant development over the prior year.

Based on preliminary, unaudited results for the fourth quarter of
2008, Denny's expects to meet or exceed its previous guidance for
full-year adjusted income before taxes of $20 million, which
represents an increase of more than 90% over the prior year.  The
improvement in Denny's 2008 earnings is attributable to growth in
its higher-margin franchise business and proactive food cost
management, as well as lower depreciation expense from asset sales
and lower interest expense from debt reduction.  In addition,
Denny's expects to report total operating revenue of approximately
$184 million compared with $220 million in the prior year period
due primarily to the sale of 79 company restaurants over the last
four quarters.

                 To Release Financials on Feb. 18

Denny's expects to release financial and operating results for its
fourth quarter and year ended December 31, 2008, after the markets
close on February 18, 2009.

                       About Denny's Corp.

Headquartered in Spartanburg, South Carolina, Denny's
Corporation (Nasdaq: DENN) -- http://www.dennys.com/-- is a
full-service family restaurant chain, consisting of 354 company-
owned units and 1,191 franchised and licensed units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

                          *     *     *

As reported in the Troubled Company Reporter on September 30,
2008, Standard & Poor's Ratings Services revised its outlook on
Denny's Corp. to stable from negative.  S&P also affirmed the
ratings, including the 'B+' corporate credit rating, on the
Spartanburg, South Carolina-based company.

The TCR reported on October 31, 2008, that Denny's Corporation's
consolidated balance sheet as of Sept. 24, 2008, showed
$357.68 million in total assets, $517.36 million in total
liabilities, resulting to $159.68 million in shareholders'
deficit.  At Sept. 24, 2008, the company's consolidated balance
sheet also showed strained liquidity with $54.17 million in total
current assets available to pay $112.435 million in total current
liabilities.


DREIER LLP: Govt. Says Criminal Suit, Foreclosure Exempt from Stay
------------------------------------------------------------------
The U.S. Department of Justice, on behalf of the U.S. Government,
wrote a letter to Judge Stuart M. Bernstein of the U.S. Bankruptcy
Court for the Southern District of New York that criminal
foreclosure proceedings by the U.S. government are not subject to
the automatic stay imposed in the Chapter 11 cases of Dreier LLP.

The official committee of unsecured creditors of Dreier has filed
an application seeking to employ Gerald B. Lefcourt, P.C. as
special counsel.  According to the application, the Committee
seeks to employ the Lefcourt Firm because of its "experience and
knowledge in the field of criminal law and the application of
relevant criminal and civil forfeiture provisions."  Specifically,
the Committee notes in its application that the Government "has
seized all artwork in the possession of Mr. Dreier and the Debtor,
including pieces that may separately and legitimately belong to
the Debtor," and that the Committee is "concerned that a blanket
application of the criminal and civil forfeiture provisions . . .
may deprive creditors of the Debtor of appropriate recovery from
assets seized pursuant to those provisions."

               Criminal Proceedings vs. Marc Dreier

Matthew L. Schwartz, Assistant United States Attorney, recounts
that on January 29, Marc Dreier was indicted on one count of
conspiracy to commit securities and wire fraud, in violation of 18
U.S.C. Section 371, one count of securities fraud, in violation of
15 U.S.C. Sections 78j(b) & 78ff, 18 U.S.C. Section 2, and 17
C.F.R. Section 240.10b-5, and one count of wire fraud, in
violation of 18 U.S.C. Sections 1342 & 1343.  The indictment also
contained forfeiture allegations.

According to the indictment, Dreier "shall forfeit to the United
States . . . all property, real and personal, that constitutes or
is derived from proceeds traceable to the commission of the [wire
and securities] fraud offenses, including but not limited to . . .
at least $400 million in United States currency, in that such sum
in aggregate is property representing the amount of proceeds
obtained as a result of the charged securities and wire fraud
offenses, including but not limited to" 181 separately and
specifically enumerated assets, including a yacht, four
waverunners, four cars, six pieces of real property, nine bank
accounts (including three held in the name Dreier LLP and one
held in the name Dreier LLP Master Escrow 2), 150 pieces of
artwork, and securities.

The forfeiture allegations in the indictment are made pursuant to
18 U.S.C. Section 981, which provides that "[a]ny property, real
or personal, which constitutes or is derived from proceeds
traceable to a violation of . . . any offense constituting
`specified unlawful activity' (as defined in section 1956(c)(7) of
this title), or a conspiracy to commit such offense" is "subject
to forfeiture to the United States." 18 U.S.C. Section
981(a)(1)(C).

When the criminal defendant is convicted of the underlying
offenses, "the court shall order the forfeiture of the property as
part of the sentence in the criminal case." 28 U.S.C. Sec.
2416(c).

                          Automatic Stay

Mr. Schwartz acknowledges that under the Bankruptcy Code, all
entities -- including the government -- are enjoined from, among
other things, "any act to obtain possession of property of the
estate or of property from the estate or to exercise control over
property of the estate." 11 U.S.C. Sec. 362(a)(3).

Notwithstanding this injunction, the automatic stay does not in
any way affect criminal forfeiture proceedings, which may continue
unabated during the pendency of a bankruptcy.  Mr. Schwartz notes
that:

   -- the automatic stay does not affect "the commencement or
      continuation of a criminal action or proceeding against the
      debtor." 11 U.S.C. Sec. Section 362(a)(1).

   -- the stay also does not affect "the commencement or
      continuation of an action or proceeding by a governmental
      unit . . . to enforce such governmental unit's . . . police
      and regulatory power." 11 U.S.C. Sec. 362(b)(4).

   -- Property subject to forfeiture is not estate property
      subject to the automatic stay, by virtue of the relation-
      back doctrine.

Under the criminal forfeiture statute, a third party may petition
for a hearing to adjudicate its alleged interest in property to be
forfeited in a so-called "ancillary proceeding," conducted after
the court enters its preliminary order of forfeiture.
However, Mr. Schwartz notes, citing United States v. Ribadeneira,
105 F.3d 833, 835-36 (2d Cir. 1997) (per curiam), general
creditors have no standing in ancillary proceeding because they
have no interest "in" specific forfeited property; section 853(n)
requires petitioners to demonstrate "an interest in a particular,
specific asset, as opposed to a general interest in an entire
forfeited estate or account");

Because title in any asset subject to forfeiture vested in the
United States prior to the bankruptcy, that property is not part
of the bankruptcy estate, Mr. Schwartz asserts.  Accordingly,
unsecured creditors have no ability to challenge the forfeiture
proceedings, including whether particular property is subject to
forfeiture, the U.S. government said.

The U.S. Government says the Attorney General has discretionary
authority to use forfeited property to compensate victims of the
federal criminal offense giving rise to the forfeiture. The
Attorney General may grant petitions for remission or mitigation
filed under 28 C.F.R. Part 9, use forfeited property to satisfy an
outstanding order of criminal restitution, or "take any other
action to protect the rights of innocent persons which is in the
interest of justice" and is not otherwise inconsistent with the
forfeiture statutes. 21 U.S.C. Sec. 853(i)(1).

                         About Dreier LLP

Headquartered in New York, Dreier LLP -- http://www.dreierllp.com/
-- is a law firm, which was found in 1996 by Marc Dreier.
On Dec. 8, 2008, the U.S. Securities and Exchange Commission filed
a suit, alleging that Mr. Dreier made fraudulent offers and sales
of securities in several cities, selling fake promissory notes to
hedge and other private investment funds.  The SEC asserted that
Mr. Dreier also distributed phony financial statements and audit
opinions, and recruited accomplices in connection with that
scheme.

Dreier LLP filed for Chapter 11 on Dec. 16, 2008 (Bankr. S. D.
N.Y., Case No. 08-15051).  Judge Robert E. Gerber handles the
case.  Stephen J. Shimshak, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP, has been retained as counsel.  The Debtor listed
assets between $100 million to $500 million, and debts between $10
million to $50 million in its filing.


DUTCH MILLS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Dutch Mills, Inc.
        1901 E. Kercher Road
        P.O. Box 805
        Goshen, IN 46527

Bankruptcy Case No.: 09-30251

Chapter 11 Petition Date: January 30, 2009

Court: United States Bankruptcy Court
       Northern District of Indiana (South Bend Division)

Judge: Harry C. Dees, Jr.

Debtor's Counsel: Daniel Serban, Esq.
                  1016 Standard Federal Plaza
                  200 E. Main Street
                  Fort Wayne, IN 46802
                  Tel: (260) 969-5000
                  Email: dserban@serbanlaw.com

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

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

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

            http://bankrupt.com/misc/inn09-30251.pdf

The petition was signed by Mark A. Liechty, President of the
company.


EAU TECHNOLOGIES: Ends Agreements With Perfect Water
----------------------------------------------------
On January 20, 2009, EAU Technologies, Inc., terminated certain of
its agreements with Perfect Water & Essentials, LLC.

On August 16, 2007, EAU and PWE entered into that certain
Agreement for Purchase and Sale of Assets--Perfect Empowered
Drinking Water and Perfect Essentials pursuant to which PWE had
the right to purchase certain assets of the Company which were
used in the operation of its consumer division, which division was
commonly referred to by the Company as the Perfect Essentials
Division.  The sale under the Asset Purchase Agreement was closed
on November 15, 2007.  At closing, the transactions with PWE
provided total cash proceeds of $2.5 million for EAU.  PWE
continues to owe principal of $150,000, plus accrued and unpaid
interest, to EAU, pursuant to the Promissory Note dated
November 15, 2007.

In connection with the purchase of the Perfect Essentials
Division, PWE was obligated under the Asset Purchase Agreement to
purchase a technology license from the Company to operate the
Perfect Essentials Division.  The form of the Technology License
Agreement was attached to the Asset Purchase Agreement and was
executed by the parties at closing.

At closing, in connection with the Technology License Agreement,
the parties also entered into (1) an equipment maintenance and
support agreement for the benefit of PWE for the equipment
purchased under the Asset Purchase Agreement, and future equipment
purchased by PWE from the Company, and (2) a trademark license
agreement to provide for the use of the Empowered WaterTM
trademark.

The Technology License Agreement provided for the payment of a
minimum annual fee by PWE to EAU.  In December 2008, the Company
notified PWE that PWE had failed to make the required payments
under the Technology License Agreement.  Pursuant to the terms of
the Post-Closing Agreements, on January 20, 2009, the Company
notified PWE that EAU was terminating the Post-Closing Agreements.
As a result of the termination, PWE is required to cease all use
of the technology and trademark under the Post-Closing Agreements.
In addition, the termination of these agreements results in the
termination of EAU's noncompetition obligations under the Asset
Purchase Agreement.  EAU is entitled to continue to pursue the
past due amounts under the Technology License Agreement.

As a result of the termination of the License Agreement, EAU may
now license the trademark and technology to other potential
licensees.  The Company plans to seek new license opportunities,
but has not to date indentified any specific candidates.

                      About EAU Technologies

Based in Kennesaw, Ga. EAU Technologies Inc., fka as Electric
Aquagenics Unlimited Inc. (OTC BB: EAUI) -- http://www.eau-x.com/
-- is a supplier of Electrolyzed Water Technology and other
complementary technologies with applications in diverse
industries.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 8, 2008,
HJ & Associates, LLC, in Salt Lake City, expressed substantial
doubt about EAU Technologies Inc., fka Electric Aquagenics
Unlimited Inc.'s ability to continue as a going concern after
auditing the company's financial statements for the years ended
Dec. 31, 2007, and 2006.  The auditing firm pointed to the
company's working capital and stockholders' deficits.

As of September 30, 2008, the company's balance sheet showed total
assets of $4,537,253 and total liabilities of $11,691,026,
resulting in total stockholders' deficit of $7,153,773.


EL PASO: Moody's Rates $500 Mil. Senior Notes Offering at 'Ba3'
---------------------------------------------------------------
Moody's rated El Paso Corporation's proposed $500 million senior
unsecured notes offering Ba3 (LGD 4, 59%).  Simultaneously,
Moody's affirmed EP's Ba3 Corporate Family Rating and Probability
of Default Rating, the Ba3 rating on the existing senior notes
(changing the LGD point estimate to LGD 4, 59% from LGD 4, 58%),
the Ba2 (LGD 3, 32%) rating on the existing $1.5 billion senior
secured revolving credit agreement, the B2 (LGD 6, 96%) rating on
the existing preferred stock, and the Baa3 rating for all four of
its majority-owned pipeline subsidiaries (El Paso Natural Gas
company, Southern Natural Gas, Tennessee Gas Pipeline Company, and
Colorado Interstate Gas Company).  Moody's also affirmed the SGL-3
Speculative Grade Liquidity Rating.  The outlook for EP and all
four of its majority-owned pipeline subsidiaries remains stable.
Proceeds from the new notes offering will be used for general
corporate purposes including 2009 debt maturities.

"The stable outlook reflects El Paso's adequate liquidity position
as it heads into 2009 with significant debt maturities and a still
aggressive capex plan.  While this additional debt will result in
slightly higher leverage and can be accommodated at the current
ratings, it has slowed the company's progress in moving up the
ratings scale" said Ken Austin, Vice President-Senior Analyst.
The proceeds of the recent notes offerings will enhance the
company's ability to handle the approximate $1.0 billion of debt
maturities by May 2009 in the face of a capital spending plan that
will result in EP outspending its cash flow over the course of the
year.

The Ba3 CFR reflects the company's combination of a very large and
diversified network of natural gas pipelines tempered by a need to
see clear positive results from the company's exploration and
production (E&P) business.  The pipelines maintain an investment
grade profile and contribute approximately 50% of EP consolidated
earnings and cash flows.  However, Moody's notes that given the
number of large scale projects planned for this business and the
capital requirements to complete them, the credit accretion for
this segment will be delayed as leverage for this segment will
rise until the bulk of these projects are completed and start to
contribute earnings and cash flow.

Moody's notes that the company will have a ceiling test write-down
related to the carrying value of its reserves in the range of $1.9
billion and a $0.1 billion write-down related to an impairment of
its investment in Four Star.  However, these write-downs do not
impact the ratings or outlook as Moody's continue to remain
focused on the impact on reserve volumes booked rather than on the
accounting effect of a ceiling test write-down.

The SGL-3 reflects adequate cover of interest expense, working
capital, capital expenditures, and dividends throughout 2009 given
the company's current budget.  EP enters 2009 with more than $2
billion in liquidity in the form of cash and revolver availability
and has plans to raise roughly $1 billion of additional capital
through various financing activities and asset sales during the
course of the year.  This liquidity, combined with anticipated
cash flows from operations, is likely to cover cash needs with an
adequate cushion given planned capital expenditures of
approximately $3 billion and debt maturities of approximately $1
billion.  The company also has unencumbered E&P assets, equity
interests in three of its pipelines, as well as its unit in El
Paso Pipeline Partners that can be either sold or pledged as
collateral for additional liquidity if needed.  The SGL-3 also
incorporates the expectation that EP will remain well within the
facilities maintenance covenants.

The last rating action was December 9, 2008, when the outlook was
changed to stable from positive.


ELEPHANT PHARM: Closes Stores; To File for Chapter 7 Liquidation
----------------------------------------------------------------
Victoria Colliver at San Francisco Chronicle reports that Elephant
Pharm has closed its three stores and disclosed plans of filing
for Chapter 7 liquidation.

According to San Francisco Chronicle, Elephant Pharm said that it
decided to liquidate due to the downturn in the economy.  Elephant
Pharm CEO Kathi Lentzsch said in a statement, "The company has
been burdened with obligations that were quite difficult for a
company of our size to carry....  The current management team and
board of directors worked diligently to grow the company to a size
that could bear these obligations, but due to the current economic
conditions and the tightening of the credit market, it has not
been possible to raise the capital required to continue the
business."

Elephant Pharma, San Francisco Chronicle relates, said that over
the past year, it continued talks with potential investors, cut
costs, and closed the Los Altos store to avoid a bankruptcy
filing.

San Francisco Chronicle relates that Elephant Pharm was founded by
Stuart Skorman.  The company opened its first store in Berkeley in
2002, the report says.

Berkeley-based Elephant Pharm is a small Bay Area drugstore chain
known for its holistic approach to health remedies.  It offered
traditional prescriptions along with Chinese herbs, yoga supplies
and other alternative products.  It has stores in Walnut Creek and
San Rafael.  The company employed about 190 people, including at
its home office.


ENTRAVISION COMM: S&P Puts B+ Corp. Credit Rating on WatchNeg.
--------------------------------------------------------------
Standard & Poor's Rating Services placed its ratings on Santa
Monica, California-based Spanish-language media company
Entravision Communications Corp., including the 'B+' corporate
credit rating, on CreditWatch with negative implications.

"The CreditWatch listing reflects S&P's increased concern
regarding the company's ability to maintain financial covenant
compliance based on our economic outlook and view of weak ad
demand in television and radio, which S&P expects will continue
through most or all of 2009," said Standard & Poor's credit
analyst Michael Altberg.

Per lenders' computations, senior secured debt to EBITDA was 5.46x
as of Sept. 30, 2008, against a 5.75x covenant that stepped down
to 5.25x in the fourth quarter, and tightens further to 5.0x at
the end of 2009.  Entravision had roughly $118 million of cash as
of Sept. 30, 2008, which S&P believes provides sufficient
liquidity for the company to comply with its year-end step-down.
Still, due to worsening economic trends, S&P now has less
confidence that the company will be able to maintain compliance in
2009 even if it uses all of its cash to repay debt.  For this
reason, S&P believes it's more likely that the company will have
to seek a credit amendment.

Revenue and EBITDA declined by 4.9% and 17.3%, respectively, in
the third quarter of 2008, due to advertising demand weakness and
significant declines in the key automotive category.  TV and radio
segment EBITDA margins contracted 352 basis points and 733 bps,
respectively, due to difficulty in containing costs in line with
revenue declines.  As a result, the company's consolidated EBITDA
margin declined to 32.8% for the 12 months ended Sept. 30,
2008 -- still very healthy, but down from the historical mid-30%
area.  The company has undertaken cost-cutting initiatives,
consisting mainly of headcount reduction, and expects to reduce
its operating expenses by about 6% to 7% in 2009.  Still, S&P
believes this will be insufficient to avoid further margin and
discretionary cash flow contraction.

Lease-adjusted debt to EBITDA was slightly high for the rating, at
6.1x for the 12 months ended Sept. 30, 2008, up from 5.6x at the
2007 year-end.  EBITDA coverage of total interest expense was 1.8x
as of the same date, due to a decrease in the fair value of
Entravision's interest rate swap agreements because of declining
interest rates.  EBITDA coverage of cash interest was around 2.6x.
S&P believes that in 2009, EBITDA coverage of cash interest could
drop below 2.0x due to further declines in EBITDA and an increase
in interest rates that would likely accompany a potential credit
amendment.  Entravision converted a healthy 53% of EBITDA to
discretionary cash flow for the 12 months ended Sept. 30, 2008,
which compares favorably with peers, but S&P also expect that this
measure will decline meaningfully in 2009.

In resolving the CreditWatch listing, Standard & Poor's will
continue to monitor Entravision's operating trends and prospects
for amending its credit facility covenants.  S&P believes the
company would be able to absorb fees and a potential increase in
its borrowing margin that would likely accompany a potential
amendment, but S&P would review the revised covenant terms in
conjunction with S&P's CreditWatch resolution.  At the current
rating level, S&P would expect the company to maintain an EBITDA
cushion of about 15% against financial covenants.  S&P currently
believes that the downside risk to the rating is limited to one
notch (to a 'B' corporate credit rating).


EPICEPT CORP: John Bedard Resigns as Director
---------------------------------------------
On February 3, 2009, EpiCept Corporation received notice from John
F. Bedard, a member of the company's Board of Directors of his
resignation from the Board solely for family health reasons,
effective February 3, 2009.  Following Mr. Bedard's resignation,
the company has five directors, of whom four are independent
directors.  As promptly as possible, the company intends to fill
the vacancy on its Board.  Mr. Bedard did not resign on account of
any disagreement with the Registrant's operations, policies, or
practices.

                         Fee to Hercules

On January 27, 2009, EpiCept disclosed positive results for its
Phase IIb trial of its prescription topical analgesic EpiCept NP-1
Cream in post-herpetic neuralgia. The trial met its primary
endpoints and demonstrated a favorable safety profile compared
with gabapentin.

The receipt of statistically significant results for the primary
endpoints in the Phase IIb trial of EpiCept NP-1 triggers the
Company's obligation to pay a non-refundable $250,000 fee to its
Senior Secured Lender, Hercules Technology Growth Capital, Inc.,
pursuant to the terms of the Second Amendment to Loan and Security
Agreement dated as of June 23, 2008, by and among the Company,
Maxim Pharmaceuticals Inc. and Hercules.

                       About EpiCept Corp.

Based in Tarrytown, New York, EpiCept Corporation (Nasdaq and OMX
Nordic Exchange: EPCT) -- http://www.epicept.com/-- is a
specialty pharmaceutical company focused on the development of
pharmaceutical products for the treatment of cancer and pain.  The
company has a portfolio of five product candidates in active
stages of development.  It includes an oncology product candidate
submitted for European registration, two oncology compounds, a
pain product candidate for the treatment of peripheral
neuropathies and another pain product candidate for the treatment
of acute back pain.  The two wholly owned subsidiaries of the
company are Maxim, based in San Diego, California, and EpiCept
GmbH, based in Munich, Germany, which are engaged in research and
development activities.

                     Going Concern Doubt

Deloitte & Touche LLP, in Parsippany, New Jersey, expressed
substantial doubt about EpiCept Corp.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's recurring losses from operations and
stockholders' deficit.


EpiCept's net loss in the third quarter of 2008 was $6.2 million
compared to $7.7 million for the same period in 2007.  For the
nine months ended Sept. 30, 2008, EpiCept's net loss was
$20.0 million compared to $22.4 million for the nine months ended
Sept. 30, 2007.  As of Sept. 30, 2008, EpiCept had approximately
76.2 million shares outstanding.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $4.9 million and total liabilities of $20.8 million, resulting
in a stockholders' deficit of $15.9 million.


EXCALIBUR MACHINE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Excalibur Machine, Co., Inc.
        d/b/a Core Manufacturing
        Route 198 South Street
        Saegertown, PA 16433

Bankruptcy Case No.: 09-10169

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Camelot Consolidated, Inc.                         09-10170
Blade Transport, Inc.                              09-10171
Multi-Plastics, Inc.                               09-10172
Multi-Tool, Inc.                                   09-10173
Multi-Plastics of New Mexico, Inc.                 09-10174
Sipco, Inc.                                        09-10175
E.A.H. Industries, Inc.                            09-10176

Chapter 11 Petition Date: January 31, 2009

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

Judge: Warren W. Bentz

Debtor's Counsel: Guy C. Fustine, Esq.
                  Knox McLaughlin Gornall & Sennett, P.C.
                  120 West Tenth Street
                  Erie, PA 16501
                  Tel: (814) 459-2800
                  Email: gfustine@kmgslaw.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/pawb09-10169.pdf

The petition was signed by Eric Hoover, President of the company.


FETERL MANUFACTURING: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Feterl Manufacturing Corp.
        PO Box 91645
        Sioux Falls, SD 57109
        Email: jasonollerich@sio.midco.net

Bankruptcy Case No.: 09-40045

Type of Business: The Debtor is a manufacturing company.

Chapter 11 Petition Date: January 31, 2009

Court: United States Bankruptcy Court
       District of South Dakota (Southern (Sioux Falls))

Debtor's Counsel: James A. Craig, Esq.
                  Craig Law Office
                  714 W. 41st St.
                  Sioux Falls, SD 57105-6406
                  Tel: (605) 373-0442
                  Email: jim@jimcraiglaw.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/sdb09-40045.pdf

The petition was signed by Randy Bauer, President of the company.


FIL FRANCK: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------
Crain's New York Business reports that Fil Franck Tours Inc. has
filed for Chapter 11 bankruptcy protection, citing $500,000 to
$1 million in liabilities and $100,000 to $500,000 in assets.

Crain's New York relates that creditors holding some of the
largest claims include:

     -- American Express Co.,
     -- Bank of America Corp.,
     -- J.P. Morgan Chase & Co., and
     -- Anxur Tours, which had a claim of $20,000.

According to Crain's New York, recession has hurt tourism, as
people avoid unnecessary expenses.  Crain's New York states that
last year's second half showed decreases in international travel,
and Fil Franck's specialty, Europe, was one of the hardest hit.

The World Tourism Organization said that international arrivals
declined by 3%, Crain's New York relates.  The report quoted the
World Trade Organization as saying, "Along with the Americas,
Europe will be the most affected region in terms of overall
tourism results as most of its source markets are already in, or
entering into, recession."

Fil Franck Tours Inc. is a tour operator which focuses on Europe.
The company is based in Manhattan.

Fil Franck filed for Chapter 11 bankruptcy protection on Feb. 3,
2009 (Bankr. S.D. N.Y. Case No. 09-10484).


FLYING J: Seeks Buyer for Longhorn Pipeline in Texas
----------------------------------------------------
Flying J Inc. said it is seeking a buyer for the assets of
Longhorn Pipeline Holdings, LLC and its subsidiaries.  Longhorn
Pipeline Holdings, LLC is a wholly-owned subsidiary of Flying J.

Longhorn Pipeline, whose primary asset is its common carrier
refined products pipeline, transports gasoline and diesel refined
products from the U.S. Gulf Coast's refining center in Houston,
Texas to Crane and El Paso, Texas.  It was placed in service in
2005, making it one of the most recent products pipelines to come
into service in the U.S. Longhorn Pipeline has recently operated
at or near its current throughput capacity of 72,000 barrels per
day. Further, its 18" diameter pipe will permit a maximum design
capacity in excess of 200,000 barrels per day.

On December 22, 2008, driven by the recent precipitous decline in
oil prices coupled with the disruption in the credit markets,
Flying J and certain of its subsidiaries, including Longhorn
Pipeline Holdings, LLC, filed voluntary petitions to reorganize
under chapter 11 of the U.S. Bankruptcy Code in the United States
Bankruptcy Court in Delaware. As part of its efforts to maximize
value for creditors, Flying J is pursuing the potential sale of
Longhorn Pipeline.

Aegis Energy Advisors Corp. and The Blackstone Group have been
selected to assist Longhorn Pipeline with the potential sale.
Qualified parties interested in obtaining information regarding
this acquisition opportunity should contact:

Aegis Energy Advisors Corp:

   Garfield Miller: 212-209-3393; glmiller@aegisenergy.com
   Rodney L. Triplett: 212-209-3392; rtriplett@aegisenergy.com

The Blackstone Group:

   Peter Laurinaitis: 212-583-5000; laurinaitis@blackstone.com
   Jonathan Kaufman: 212-583-5000; kaufman@blackstone.com

Meanwhile, Bloomberg reported that Big West of California LLC, a
subsidiary of Flying J, is "winding down" operations at its
Bakersfield, California, refinery because of an inability to buy
crude supplies.

                       About Flying J

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


FOREST CITY: Confirms Covenant Waiver; Lenders Hike Interest Rate
-----------------------------------------------------------------
Forest City Enterprises, Inc., confirmed that it has received a
waiver from its 14-member bank group related to the Company's
corporate line of credit.  The need for the waiver was triggered
by an unintentional non-compliance with one of the non-financial
covenants of the line of credit which occurred when the Company
purchased $15 million face value of its Puttable Equity-Linked
Senior Notes at a cost of approximately $10.6 million.

In a filing with the Securities and Exchange Commission, the
Company disclosed that effective January 30, 2009, Forest City
Enterprises, Inc., and Forest City Rental Properties Corporation,
a wholly owned subsidiary, entered into a Second Amendment to
Amended and Restated Credit Agreement and Amended and Restated
Guaranty of Payment of Debt with KeyBank National Association, as
Administrative Agent, National City Bank, as Syndication Agent,
Bank of America, N.A., as Documentation Agent, and the various
banks party thereto.

The Second Amendment amends the Amended and Restated Credit
Agreement, dated June 6, 2007, among FCRPC, KeyBank, NCB, BOA and
the Banks, as amended by a First Amendment, dated September 10,
2008, and the Amended and Restated Guaranty of Payment of Debt,
dated June 6, 2007, entered into by the Company for the benefit of
KeyBank, NCB, BOA and the Banks, as amended by a First Amendment,
dated September 10, 2008.  The Second Amendment was entered into
in connection with the waiver.

The Second Amendment increases the borrowing rate under the Credit
Agreement to prime plus 1.5% or LIBOR plus 2.5% and modifies the
definition of Base Rate. The Second Amendment further restricts
the Company's ability to purchase, acquire, redeem or retire any
of its capital stock and prohibits the Company from paying any
dividends on its capital stock through the Termination Date. As of
January 30, 2009, FCRPC has total borrowings under the Credit
Agreement of $365,500,000.

Certain of the lenders under the Second Amendment and their
affiliates have performed, and may in the future perform, various
commercial banking, investment banking and other financial
advisory service for the Company and its subsidiaries for which
they have received, and will receive, customary fees and expenses.

Commenting on the events leading to the waiver, Forest City
president and chief executive officer Charles A. Ratner said, "We
saw the opportunity to purchase these notes at a discount as a
prudent business decision, and we believed the purchase, which
occurred during the Company's fiscal 2008 third quarter, was in
compliance with our credit agreement. In subsequent review with
our lenders after the close of the third quarter, it was
determined that the transaction was not in compliance with one of
the non-financial covenants of the line. As a result, we
immediately entered into discussions to obtain a waiver to allow
the transaction, and reached agreement in less than one week with
members of the group.

"It is gratifying that our lenders understood that the
noncompliance was unintentional and responded with good-faith
discussions that allowed us to promptly secure the needed waiver,"
Mr. Ratner added.

A full-text copy of the Second Amendment to Amended and Restated
Credit Agreement and Amended and Restated Guaranty of Payment of
Debt, dated January 30, 2009, among Forest City Rental Properties
Corporation, Forest City Enterprises, Inc., KeyBank National
Association, as Administrative Agent, National City Bank, as
Syndication Agent, Bank of America, N.A., as Documentation Agent,
and the banks, is available at no charge at:

               http://ResearchArchives.com/t/s?3937

                         About Forest City

Based in Cleveland, Ohio, Forest City Enterprises, Inc. (FCE.A) --
http://www.forestcity.net/-- is a $10.9-billion, NYSE-listed
national real estate company.  The Company is principally engaged
in the ownership, development, management and acquisition of
commercial and residential real estate and land throughout the
United States.


FORTUNOFF HOLDINGS: Back in Bankruptcy, May Liquidate Assets
------------------------------------------------------------
About one year after filing for bankruptcy, Fortunoff Fine Jewelry and
Silverware
LLC found itself once again knocking on the bankruptcy court's door.

Fortunoff Holdings Inc. -- which acquired the assets of the jewelry
chain in the
previous bankruptcy -- together with its affiliates filed voluntary chapter 11
petitions on February 5, 2009, with the U.S. Bankruptcy Court for the Southern
District of New York.

Fortunoff Fine Jewelry and its two affiliates filed for chapter 11
petition on Feb. 4,
2008 in Manhattan to effectuate a sale to NRDC Equity Partners LLC, a private
equity firm that bought Lord & Taylor from Federated Department Stores.

NRDC Equity Partners LLC offered to pay $110 million, and more importantly
keep the business intact and Fortunoff employees at work.   At the
time of the sale,
NRDC CEO Richard Baker conveyed an ambitious plan -- despite the financial
woes of the retail industry -- NRDC will guide the $439 million,
23-unit Fortunoff
chain towards nearly doubling its size over the next five years.  The
plans included
creating Fortunoff jewelry and home shops with bridal registries in NRDC's 47
Lord & Taylor stores.

However, since the acquisition of the family-owned business of the Fortunoff
family, the retailer incurred net operating losses of $42.18 million
on $260 million
of revenues for the nine-month period ending Nov. 30, 2008.

Christopher Sim, chief financial officer of Fortunoff Holdings, LLC, said that
beginning in January 2009, Fortunoff began to experience a severe
liquidity crisis
that is attributable to a host of factors.

In part as a result of the prior bankruptcy proceedings of Fortunoff,
inventory at
the NRDC-owned Fortunoff stores was below normal operating levels upon
closing, and vendors to the Company tightened up their credit terms, putting
pressure on the Company's cash needs.  These constraints were substantially
exacerbated in the last several months by a host of other factors,
including, among
other things, dismal sales over the 2008 holiday season, increasing weakness in
consumer spending on high-end furniture and jewelry, and reduced borrowing
capacity under its credit agreement, and the costs associated with the proposed
strategic expansion of its jewelry line into the Lord & Taylor retail stores.

According to Mr. Sim, the Debtors' financial difficulties have been
exacerbated by
the recent national economic downturn, which has seriously limited consumers'
ability to purchase luxury goods, lenders' ability to extend credit, and retail
businesses' ability to make a profit.  He relates that specialty jewelers were
particularly hard hit in 2008, with unusually slow sales in the spring
and during the
fourth quarter holiday season, which is historically the peak season
for specialty
jewelers.

The high costs of materials and fuel prices have also increased
Fortunoff's cost of
goods and costs of operating, while its customers are not in a position to pay
higher prices.  In addition, the ongoing housing market decline has been
particularly damaging to the Debtors' housewares and indoor and
outdoor furniture
sales.

In response to the competitive pressures and financial constraints,
since the end of
the holiday season of 2008, the Debtors have aggressively pursued an equity
investment, or alternatively, a sale of some or all of their assets.
The Debtors
initially approached and were approached by numerous potential buyers,
investors
and partners.  These potential buyers, investors and partners included private
equity firms with experience or apparent interest in the industry
sectors in which
Fortunoff operates, as well as liquidators with extensive experience
in conducting
retail "going out of business" sales.

In addition, the Debtors commenced informal discussions with Wells
Fargo, as agent for the lenders under Fortunoff's revolver facility,
and prior to the
filing of the Chapter 22 cases, the Debtors, together with Zolfo
Cooper, LLC, as
their financial advisors, began a full and robust marketing of their
business.  The
Debtors entered into numerous confidentiality agreements with
potential investors
and purchasers, including liquidators, and began to disseminate marketing
materials to potential suitors.

               Sale of Assets in Ch. 22 Proceedings

In the past year, retailers like Circuit City Stores, Inc., and Linens
'n Things,
Mervyn's LLC, Sharper Image Corp., Tweeter, filed for Chapter 11
hoping to clean
up their balance sheets and emerge from bankruptcy intact as financially viable
companies.  These retailers, however, ended up liquidating their
assets after they
each failed to find financing for a bankruptcy exit plan or find
buyers for a going-
concern sale.

Mr. Sim relates that Fortunoff intends to file a motion seeking
approval of bidding
procedures and seeking authority to conduct an auction for the sale of
substantially
all of its assets.

While in bankruptcy, the Debtors seek to continue to operate their
businesses so
that they can continue the sale process in order to either

    (a) sell, as a going concern, in whole or in part,
        substantially all of its assets, or if such a transaction
        is not possible,

    (b) to wind down the business through an orderly liquidation
        and going out of business sales, to the highest bidder in
        order to maximize the Debtors' estates for the benefit of
        their creditors.

The Debtors intend to act quickly and efficiently to hold an auction
for the sale of
the Debtors' business, and by doing so, to preserve the value of their
assets and
maximize the value of their estates.

New York-based Fortunoff Fine Jewelry and Silverware LLC --
http://www.fortunoff.com/-- started out as a family-owned
business founded by Max and Clara Fortunoff in 1922, until it
merged with M. Fortunoff of Westbury, L.L.C. and Source Financing
Corporation in 2004.  Fortunoff offers customers fine jewelry and
watches, antique jewelry and silver, everything for the table,
fine gifts, home furnishings including bedroom and bath, fireplace
furnishings, housewares, and seasonal shops including outdoor
furniture shop in summer and enchanting Christmas Store in the
winter.  It opened some 20 satellite stores in the New Jersey,
Long Island, Connecticut and Pennsylvania markets featuring
outdoor furniture and grills during the Spring/Summer season and
indoor furniture (and in some locations Christmas trees and decor)
in the Fall/Winter season.


FORTUNOFF HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Fortunoff Holdings, LLC
        fka H Acquisition, LLC
        70 Charles Lindbergh Boulevard
        Uniondale, NY 11553

Bankruptcy Case No.: 09-10497

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Fortunoff Card Company, LLC                        09-10500

Related Information: The Debtors started out as a family-owned
                     business founded by Max and Clara Fortunoff
                     in 1922, until it merged with M. Fortunoff
                     of Westbury, L.L.C. and Source Financing
                     Corporation in 2004.  Fortunoff offers
                     customers fine jewelry and watches, antique
                     jewelry and silver, everything for the
                     table, fine gifts, home furnishings
                     including bedroom and bath, fireplace
                     furnishings, housewares, and seasonal shops
                     including outdoor furniture shop in summer
                     and enchanting Christmas Store in the
                     winter.  It opened some 20 satellite stores
                     in the New Jersey, Long Island, Connecticut
                     and Pennsylvania markets featuring outdoor
                     furniture and grills during the
                     Spring/Summer season and indoor furniture
                     (and in some locations Christmas trees and
                     decor) in the Fall/Winter season.

                     Fortunoff and its two affiliates filed for
                     chapter 11 petition on Feb. 4, 2008 (Bankr.
                     S.D.N.Y. Case Nos. 08-10353 through 08-
                     10355) in order to effectuate a sale to NRDC
                     Equity Partners LLC, a private equity firm
                     that bought Lord & Taylor from Federated
                     Department Stores.

                     Due to the U.S. Trustee's objection,
                     Fortunoff backed out of its request to
                     employ Skadden Arps Meagher & Flom LLC, as
                     bankruptcy counsel.  Fortunoff hired Togut
                     Segal & Segal LLP, as their general
                     bankruptcy counsel instead, but Skadden Arps
                     will continue to serve the Debtors as
                     special counsel in connection with the sale
                     the Debtors' assets.  Logan & Company, Inc.,
                     serves as the Debtors' claims, noticing, and
                     balloting agent.  FTI Consulting Inc. are
                     the Debtors' proposed crisis manager.

                     An Official Committee of Unsecured Creditors
                     has been appointed in this case.  Effective
                     March 6, 2008, Morrison & Foerster LLP is
                     counsel to the Creditors Committee in
                     substitution of Otterbourg Steidler Houston
                     & Rosen PC.  Mahoney Cohen & Company, CPA,
                     P.C., serves as financial advisor to the
                     Creditors' Committee.

                     In their schedules, Fortunoff listed
                     $5,052,315 total assets and $136,626,948
                     total liabilities.

                     Fortunoff sold substantially all of their
                     assets, including their "Fortunoff" and "The
                     Source" trademarks, on March 7, 2008, to
                     NRDC Equity Partners LLC's H Acquisition
                     LLC, now known as Fortunoff Holdings LLC.

                     See: http://www.fortunoff.com
                          http://www.nrdcequity.com

Chapter 11 Petition Date: February 5,2009

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Debtor's Counsel: Lee Stein Attanasio, Esq.
                  lattanasio@sidley.com
                  Sidley Austin LLP
                  787 Seventh Avenue
                  New York, NY 10019
                  Tel: (212) 839-5300
                  Fax: (212) 839-5599

Special Financial Advisor: Zolfo Cooper LLC

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Hanamint Corporation           trade debt        $1,560,485
Attn: Bill Kennedy
8010 Thorndike Road
Greensboro, NC 27409
Tel: (336) 855-9141
Fax: (336) 855-8482

Michael Werdiger, Inc.         trade debt        $992,232
Attn: Richard Werdiger
35 West 45th St.
New York, NY 10036
Tel: (212) 869-5160
Fax: (212) 869-5945

Agio International Co. Ltd.    trade debt        $875,122
Attn: Bob Wolf
847 Seahawk Circle
Virginia Beach, VA 23452
Tel: (617) 236-7135
Fax: (510) 594-6083

Disons Gems Inc.               trade debt        $624,534
Attn: Rahul Mehta
415 Madison Avenue, Ste. 800
New York, NY 10017
Tel: (212) 912-4133
Fax: (212) 730-8265

Lenox                          trade debt        $622,318
Attn: Fred Spivak
Tilton Road
Pomona, NJ 08240
Tel: (215) 493-9154
Fax: (609) 965-2852

Swatch Watch Group             trade debt        $589,921
Attn: Joe Mella
55 Metro Way, Suite 1
Secaucus, NJ 07094
Tel: (201) 271-4660
Fax: (201) 271-1400

Gucci Watch                    trade debt        $580,715
Attn: Michale Benavente
Gucci Group Watches
50 Hartz Way
Secaucus, NJ 07094
Tel: (866) 692-8244
Fax: (201) 770-2680

Victorinox Swiss Army          trade debt        $510,110
Attn: Keelan Dwyer
PO Box 845362
Boston, MA 02284
Tel: (914) 834-1348
Fax: (203) 944-2313

Le Vian                        trade debt        $506,883
Attn: Liz Etessami
235 Great Neck Road
Great Neck, NY 11021
Tel: (516) 466-7200
Fax: (516) 466-7201

Sunny Creations                trade debt        $491,502

E. Lee Martin Inc.             trade debt        $482,631

Quality Color Design           trade debt        $479,153

Croscill Curtain Co. Inc.      trade debt        $477,950

Quebecor World                 advertising and   $432,399
                               printing

Waterford/Wedgewood            trade debt        $399,598

Yotrio International LLC       trade debt        $382,782

Pride Family Brands Inc.       trade debt        $366,536

Fossil Partners LP             trade debt        $320,955

Ojm                            trade debt        $310,833

Asseal International Inc.      trade debt        $304,569

William Levine Inc.            trade debt        $301,945

Arco Design/Build              construction      $295,996

Erwin & Sons Direct Imports    trade debt        $292,074

Christopher Designs            trade debt        $284,990

Novell Enterprises Inc.       trade debt        $282,548

Seville Watch Corp.            trade debt        $277,758

Dow Schwartz Inc.              trade debt        $272,902

Sunjoy Indus Group Limited     trade debt        $268,770

Hanover Warehouse              warehousing       $259,321

Cast Classics Inc.             trade debt        $249,234

The petition was signed by Christopher Sim, chief financial
officer.


FREEDOM PLASTICS: Mounting Debt Leads to Firm's Sale
----------------------------------------------------
Jim Leute at GazetteXtra.com reports that Freedom Plastics' owners
have put the company on sale due to mounting debt and a shortage
of time and money to satisfy creditors.

Citing Freedom Plastics President Steve Scaccia, GazetteXtra.com
relates that the company has started a court-supervised
receivership sale that would let the firm operate without
interruption until a buyer is found.  Mr. Scaccia, says the
report, hopes that a buyer would be fond as soon as March.

GazetteXtra.com states that Mr. Scaccia said that Chapter 11
bankruptcy was rejected as an option because it's a long, costly
process, "bankruptcy can go on for years, and the bank isn't going
to fund you for years.  The bank has agreed to fund us for five
weeks. We believe this is the best option to get our creditors
paid and preserve the jobs of our employees."

Freedom Plastics, according to GazetteXtra.com, filed for Chapter
11 bankruptcy protection in 1987, after years of struggle.  Mr.
Scaccia collaborated with local businessman J. Michael Borden and
a handful of others to purchase the firm and pay off its
creditors.

According to GazetteXtra.com, one of Freedom Plastics' owners said
that he hopes none of the company's 155 workers would be laid off.
The owner, says the report, also hopes that Freedom Plastics can
double its workforce when the national economy improves.  There
are no guarantees a new owner would maintain jobs in Janesville,
the report states, citing Mr. Scaccia.  "This plant has been
perfectly maintained, is well-run and is recognized nationwide for
its efficiency.  Our assumption is that the new buyer would want
to keep the people that made that happen," the report quoted Mr.
Scaccia as saying.

Since its founding in 1976 in Janesville, Freedom Plastics has
grown to include warehouses and plants located across the United
States.  It operates a total of 28 PVC pipe extrusion lines in
Janesville and Fort Pierce, Florida, as well as a plant in Idaho.
Janesville manufacturer of PVC pipes and fittings up for sale.


GENERAL MOTORS: Govt. Taps Cadwalader to Advise on Restructuring
-----------------------------------------------------------------
The U.S. government hired Cadwalader, Wickersham & Taft LLP, a New
York law firm with bankruptcy expertise, to advise it on how to
restructure General Motors Corp. and Chrysler LLC, Bloomberg News
reported, citing two people involved in the work.

According to the report, Cadwalader will evaluate restructuring
scenarios, including a possible bankruptcy funded by the
government, the people said.

Cadwalader is working with Sonnenschein, Nath & Rosenthal, a
Chicago-based law firm, and Rothschild Inc., an investment bank,
both hired previously, the people said, according to Bloomberg.

As reported by the Troubled Company Reporter, the U.S. Treasury
completed on Dec. 31, 2008, a transaction with General Motors
Corp., under which the Treasury will provide GM with up to a total
of $13.4 billion in a three-year loan from the Troubled Assets
Relief Program, secured by various collateral.  On January 2,
2009, the Treasury provided a three-year $4 billion loan to
Chrysler Holding LLC.  The Treasury has required Chrysler and GM
to each submit by Feb. 17 a plan that would show the firm's long-
term viability.  The loan agreement provides for acceleration of
the loan if those goals under the plan, which are subject to
review by a designee of the U.S. President, are not met.

Bloomberg reported that Steve Girsky, a former auto-industry
analyst and adviser, may join a "car czar" team that will oversee
the Treasury's loans to General Motors and Chrysler.  According to
the report, Treasury Secretary Tim Geithner said Jan. 21 that
President Barack Obama's administration was putting together a
team with expertise in manufacturing and restructuring to advise
the president on auto issues.

Ford Motor Company has so far not sought Federal aid.  However,
Bloomberg notes that Ford's biggest annual loss in its 105-year
history may signal the need for more federal aid for the U.S.
automakers.  Ford has recently tapped $10.1 billion, to max out
its revolving credit line, in order to maintain cash, as it
struggles with lower sales.

                     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.

                       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.


GOLDSPRING INC: Names Jeffrey Pontius as Independent Director
-------------------------------------------------------------
GoldSpring, Inc., disclosed that effective January 27, 2009, the
company's Board of Directors has appointed Jeffrey Pontius to
serve as an independent director of the company.  Mr. Pontius is a
corporate leader and a builder of successful companies and
organizations.  Since 2006, he has been President and CEO of
International Tower Hill Mines Ltd. of Denver, Colorado and has
been instrumental in the acquisition of assets from AngloGold for
a Canadian junior exploration company as well as designing and
implementing company strategy.  From 2004-2006, he was the North
American Exploration Manager for AngloGold Ashanti Ltd. of Denver,
Colorado.   He managed company exploration activities throughout
North America, encompassing a broad range of projects and
acquisition evaluations.  From 1997-2004, he was Senior US
Exploration Manager for AngloGold North America Inc. of Elko,
Nevada and managed multi-million dollar exploration programs
covering western North America (Great Basin - Alaska - Central
America - Canada), including management of the  Jerritt Canyon
exploration program.

"Jeff's technical background, industry success, access to
financing sources, and his ability to contact senior officers and
directors at many of the successful precious metal mining
companies will add depth and strength to the board and value to
the company," stated Bill Nance, GoldSpring's Chairman of the
Board.

GoldSpring, Inc., is a North American precious metals mining
company, focused in Nevada, with extensive, contiguous property in
the Comstock Lode District.  The company was formed in mid-2003,
and it acquired two properties in the Comstock Lode before the end
of the year.  The company secured permits, built an infrastructure
and brought the exploration project into test mining production
within a year of its acquisition.  The company, in 2005, began
consolidating the Comstock Lode by acquiring additional properties
in the district, expanding its footprint and creating
opportunities for exploration and mining.

                       Going Concern Doubt

Jewett, Schwartz, Wolfe & Associates, in Hollywood, Florida,
expressed substantial doubt about Goldspring 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 company has year end losses from operations and had no
revenues from operations during the nine months ended
September 30, 2008.  During the nine months ended September 30,
2008, the company incurred a net loss of $5,902,295.  Further, the
company has inadequate working capital to maintain or develop its
operations, and is dependent upon funds from private investors and
the support of certain stockholders.

As of September 30, the company's balance sheet showed total
assets of total assets of $2,736,412, and total liabilities of
$19,579,153, resulting in total stockholders' deficiency of
$16,842,741.


GOTTSCHALKS INC: In Talks With Buyers; January Store Sales Up
-------------------------------------------------------------
Gottschalks Inc. relates that as part of its reorganization
process and in collaboration with its advisors, it is continuing
to pursue one or more options to create value for stakeholders,
including a sale of its business or other transaction with a
third-party investor through a process to be approved by the Court
in order to attain the highest and best offer from interested
parties.  The Company is currently in active discussions with
potential buyers and it continues to operate business as usual.

On Thursday, Gottschalks Inc. reported that same store sales for
the month of January increased 13.3% from the prior year.  Total
sales for the four-week period increased 10.6% to $33.3 million
compared to $30.1 million in the same period of fiscal 2008.

For the fourth fiscal quarter, which consisted of 13 weeks,
Gottschalks said same store sales decreased 7.1% and total sales
decreased 9.4% to $185.2 million, compared to $204.4 million for
the fourth fiscal quarter of 2007.  On a year- to-date basis,
which consisted of 52 weeks, same store sales decreased 8.8% from
the comparable period of fiscal 2007.  Total sales on a year-to-
date basis decreased 10.4% to $563.2 million compared to
$628.5 million in the same period of the prior year.  The Company
operated one less store for the month and the year-to-date periods
compared to the same periods in fiscal 2007.

Jim Famalette, chairman and chief executive officer of Gottschalks
said, "We are very pleased with our positive sales results for the
month.  We believe the closure of other retailers in many of our
core California markets, benefited our top line performance.  Our
stores in these locations realized sales gains greater than 15%
for the month.  This significant top-line growth was accomplished
with a lower mark down rate compared to the same period last year.
Our best performing categories were special sizes, intimate
apparel, better sportswear and home products, excluding big
ticket, while children's, furniture and juniors were the most
challenging.  At the close of the month our inventory was down 21%
compared to the same period of the prior year.  In the current
period, we are experiencing an increased flow of new receipts."

                        About Gottschalks

Headquartered in Fresno, California, Gottschalks Inc. (Pink
Sheets: GOTTQ) -- http://www.gottschalks.com-- is a regional
department store chain, currently operating 58 department stores
and three specialty apparel stores in six western states,
including California (38), Washington (7), Alaska (5), Oregon (5),
Nevada (1) and Idaho (2).  Gottschalks offers better to moderate
brand-name fashion apparel, cosmetics, shoes, accessories and home
merchandise.

The company filed for Chapter 11 protection on January 14, 2009
(Bankr. D. Del. Case No. 09-10157).  O'Melveny & Myers LLP
represents the Debtor in its restructuring efforts.  Lee E.
Kaufman, Esq., and Mark D. Collins, Esq., at Richards, Layton &
Finger, P.A., serves as the Debtors' co-counsel.  The Debtors
selected Kurtzman Carson Consultants LLC as claims agent.  The
U.S. Trustee for Region 3 appointed seven creditors serve on an
Official Committee of Unsecured Creditors.  In its bankruptcy
petition, Gottschalk listed $288,438,000 in total assets and
$197,072,000 in total debts as of Jan. 3, 2009.


GRAMERCY CAPITAL: Restructures $150 Million of TruPS
----------------------------------------------------
Gramercy Capital Corp. discloses that GKK Capital LP, a Delaware
limited partnership to which Gramercy Capital is the general
partner, entered into an Exchange Agreement, dated January 30,
2009, with certain affiliates of Taberna Capital Management, LLC.

The Operating Partnership and Taberna agreed to exchange
$150 million in newly issued junior subordinated notes due 2035 of
the Operating Partnership for an aggregate $150 million of
existing trust preferred securities issued by certain affiliates
of the Company and held by Taberna.

Simultaneous with the Exchange Agreement, the Operating
Partnership and The Bank of New York Mellon Trust Company,
National Association, as trustee, entered into a Junior
Subordinated Indenture, dated January 30, 2009.  The New Indenture
contains terms and conditions substantially similar in all
material respects to certain junior subordinated indentures
entered into between the Operating Partnership and the Trustee
pursuant to which the Operating Partnership issued certain junior
subordinated notes to the Trusts in connection with the issuances
of the TruPS.

Pursuant to the New Indenture, the Notes will mature on June 30,
2035 and will bear:

   (i) a fixed interest rate of 0.50% per annum for the period
       beginning on January 30, 2009 and ending on January 29,
       2012 and

  (ii) a fixed interest rate of 7.50% per annum for the period
       commencing on January 30, 2012 through and including the
       Maturity Date.

In addition, the Operating Partnership may, at its option, redeem
the Notes in whole at any time, or in part from time to time, at a
redemption price equal to 100% of the principal amount of the
Notes.  The optional redemption of the Note in part must be made
in at least $25,000,000 increments, to be applied to the Notes on
a pro-rata basis unless otherwise agreed in the sole discretion of
Taberna.

The New Indenture also contains additional covenants restricting,
among other things, the ability of the Operating Partnership to,
during the 2009 calendar year, declare or pay any dividends or
distributions on, or redeem or make liquidation payment with
respect to limited partnership interests of the Operating
Partnership or, make any payment or redeem any debt securities
ranked pari passu or junior to the Notes, except in certain
limited circumstances where the Operating Partnership is permitted
to:

   (i) make distributions to holders of Class B units of the
       Operating Partnership pursuant to the Agreement of Limited
       Partnership; and

  (ii) redeem or repurchase Class B units in connection with any
       internalization transaction of the Company.

The limitations and exceptions also apply to (i) any period during
which the Operating Partnership exercises its deferral right under
the New Indenture -- which right has been contractually waived
pursuant to the Exchange Agreement; or (ii) any other period in
which an Event of Default has occurred and be continuing.  The
Exchange Agreement contains certain representations, warranties
and covenants, including the agreement by the Operating
Partnership (i) to pay all accrued interest on the TruPS for the
period commencing on October 30, 2008 and continuing through and
including January 29, 2009 at a reduced interest rate of 0.50% per
annum and (ii) not to exercise its right to defer interest
payments on the Notes for a period of 10 years.

In connection with the Exchange, the Operating Partnership
cancelled the Original Notes and terminated the Original
Indentures in accordance with the terms of the Original Indentures
effective on January 30, 2009.  In addition, subsequent to the
satisfaction and discharge of the Original Indentures, the Trusts
will be dissolved.

A full-text copy of Junior Subordinated Indenture, dated as of
January 30, 2009, between GKK Capital LP and The Bank of New York
Mellon Trust Company, National Association, as Trustee, is
available at no charge:

               http://ResearchArchives.com/t/s?3936


GRAMERCY CLUB: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Susan Feyder at Star Tribune reports that Gramercy Club of Edina
has filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the District of Minnesota.

According to Star Tribune, Gramercy Club listed up to $50,000 in
assets and up to up to $10 million in liabilities.  The report
states that Mile Partners and Nichols Equities, two business
entities connected to Gramercy Club President Tim Nichols, were
listed as Gramercy Club's largest unsecured creditors, with claims
of about $2.29 million and $823,437, respectively.

Gramercy Club is a 126-unit development opened in 2007 and is a
cooperative.  Star Tribune relates that residents don't buy their
units but are instead shareholders in the Gramercy Club
corporation that owns the property.  According to the report, a
bank that filed a foreclosure suit in the Hennepin County District
Court against Gramercy Club after it defaulted on
$25 million in loans also sued each resident in 2008.  The report
states that the lender argued that all of the units were subject
to foreclosure.  The residents' attorney, the report says, said
that they were protected from foreclosure by releases they signed
when they purchased into the cooperative.

Gramercy Club of Edina --
http://www.gramercycos.com/ge_overview.htm-- is located along
Nine Mile Creek, at Metro Boulevard and 70th Street in Edina.  The
site provides access to shopping, entertainment, services, medical
facilities and transportation to the entire Metro area.


GREENSHIFT CORP: Enters Into 1st Amendment to ECCA Agreement
------------------------------------------------------------
Effective January 30, 2009, GreenShift Corporation entered into a
First Amendment to Membership Interest Purchase and Equity Capital
Contribution Agreement. The other parties to the ECCA Agreement
include:

   -- GS COES (Adrian I), LLC, a newly formed GreenShift
      subsidiary;

   -- Biofuel Industries Group, LLC, a Michigan limited liability
      company that was purchased by GreenShift in 2008;

   -- GS (NextDiesel I), LLC, a newly formed GreenShift
      subsidiary; and,

   -- CleanBioenergy  Partners,  LLC, a Delaware limited
      liability company, a newly formed joint venture company
      owned by two members: one is a subsidiary of GE Energy
      Financial Services, a unit of General Electric Company, and
      the other member is a subsidiary of YA Global Investments,
      L.P., a private investment firm managed by Yorkville
      Advisors, LLC.

The ECCA Agreement was signed on December 11, 2008.  Under the
terms of the ECCA Agreement, CleanBioenergy agreed to invest up to
$38 million in GS NextDiesel to help deploy twelve corn oil
extraction facilities and to double the capacity of GreenShift's
10 million gallon per year Michigan-based NextDiesel biodiesel
refinery to 20 million gallons per year.

The ECCA Agreement provides that 70% of the membership units in GS
NextDiesel will be issued to CleanBioenergy, and that the
remaining 30% of the membership units will be issued to GS Adrian.

At the time of the initial contribution of cash by CleanBioenergy,
GreenShift will contribute to GS NextDiesel all of its existing
COES Facilities and its membership interest in BIG.  Thereafter,
CleanBioenergy will continue to make cash contributions as
additional COES Facilities reach specified production thresholds.

The ECCA Agreement originally provided that CleanBioenergy could
terminate the ECCA Agreement if the Initial Equity Contribution
Date had not occurred by January 30, 2009.  The Amendment extended
that date to March 2, 2009.

                   About GreenShift Corporation

Headquartered in New York, GreenShift Corporation (OTC BB: GERS)
-- http://www.greenshift.com/-- develops and commercializes
clean technologies that facilitate the efficient use of natural
resources.  The company accomplishes this by developing and
integrating new technologies into existing agricultural
production facilities, by selling equipment and services based on
those technologies, and by using those technologies to directly
produce and sell biomass-derived oils and fuels.  The company
currently owns and operates five production facilities -- three
corn oil extraction facilities based on its patented and patent-
pending corn oil extraction technologies, one biodiesel production
facility based on its patent-pending biodiesel production
technologies, and one vegetable oilseed crushing facility based on
conventional process technology.

                          *     *     *

"The company had a working capital deficit of $56,299,852 at
September 30, 2008, which includes $3,979,437 in purchase
obligations, $9,004,018 in amounts due to the prior owners of our
oilseed crush facility, $11,977,824 in convertible debt, and
$1,572,068 in related party debt.  These matters raise substantial
doubt about the Company's ability to continue as a going concern,"
Kevin Kreisler, chief executive officer, and Edward R. Carroll,
chief financial and accounting officer, disclosed in a regulatory
filing dated November 19, 2008.

As of September 30, 2008, the company's balance sheet showed total
assets of $71.1 million, total liabilities of
$97.3 million, and minority interest of $1.1 million, resulting in
total stockholders' deficit of $27.3 million.


GRF MEDSPA: John Street Holdings' Chapter 11 Case Summary
---------------------------------------------------------
Debtor: John Street Holdings LLC
        d/b/a Pure Med Spa
        3440 Preston Ridge Road, Suite 450
        Alpharetta, GA 30005

Bankruptcy Case No.: 09-62039

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
GRF Medspa Broadway Plaza, LLC                     08-85038
GRF Medspa Clackamas Town Center, LLC              08-85311
GRF Medspa North Town Mall, LLC                    08-85315
GRF Medspa Rdmond TownCnenter Mall, LLC            08-85039
GRF Medspac Santa Ana, LLC                         08-85040
GRF Medspa Santa Clara, LLC                        08-85041
GRF Medspa Southcenter, LLC                        08-85042
GRF Medspa Washington Square Mall, LLC             08-85043
GRF Medspa Village at Corte Madera, LLC            08-85044

Chapter 11 Petition Date: January 27, 2009

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

Debtor's Counsel: J. Robert Williamson, Esq.
                  Scroggins and Williamson
                  1500 Candler Building
                  127 Peachtree Street, N.E.
                  Atlanta, GA 30303
                  Tel: (404) 893-3880
                  Email: rwilliamson@swlawfirm.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/ganb09-62039.pdf

The petition was signed by William C. Korner, President of the
company.


GRF MEDSPA: Pure Laser's Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Pure Laser Hair Removal & Treatment Clinics, Inc.
        d/b/a Pure Med Spa
        3440 Preston Ridge Road, Suite 450
        Alpharetta, GA 30005

Bankruptcy Case No.: 09-62038

        Entity                                     Case No.
        ------                                     --------
GRF Medspa Broadway Plaza, LLC                     08-85038
GRF Medspa Clackamas Town Center, LLC              08-85311
GRF Medspa North Town Mall, LLC                    08-85315
GRF Medspa Rdmond TownCnenter Mall, LLC            08-85039
GRF Medspac Santa Ana, LLC                         08-85040
GRF Medspa Santa Clara, LLC                        08-85041
GRF Medspa Southcenter, LLC                        08-85042
GRF Medspa Washington Square Mall, LLC             08-85043
GRF Medspa Village at Corte Madera, LLC            08-85044

Chapter 11 Petition Date: January 27, 2009

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

Debtor's Counsel: J. Robert Williamson, Esq.
                  Scroggins and Williamson
                  1500 Candler Building
                  127 Peachtree Street, N.E.
                  Atlanta, GA 30303
                  Tel: (404) 893-3880
                  Email: rwilliamson@swlawfirm.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/ganb09-62038.pdf

The petition was signed by William C. Korner, President of the
company.


HAIGHTS CROSS: Files Amendments to Financial Reports
----------------------------------------------------
Haights Cross Communications, Inc., amends its Report on 2007 Form
10-K  filed on March 31, 2008, with regard to Item 8, Financial
Statements and Supplementary Data, and Item 15, Exhibits,
Financial Statements and Schedules, including certifications
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the
Original Report.

A full-text copy of the amended Form 10-K is available for free
at: http://researcharchives.com/t/s?391f

The company also amended its Report on Form 10-Q for the quarterly
period ended March 31, 2008, filed on May 15, 2008, solely with
regard to Part II, Item 6, Exhibits, including certifications
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the
Original Report.

A full-text copy of the amended Form 10-Q is available for free
at: http://researcharchives.com/t/s?3920

Founded in 1997 and based in White Plains, New York, Haights Cross
Communications -- http://www.haightscross.com/-- is an
educational and library publisher of books, audio products,
software and online services, serving these markets: K-12
supplemental education, public library and school publishing and
audio books. Haights Cross companies include: Triumph Learning
(New York, NY), Buckle Down Publishing (Iowa City, IA), Options
Publishing (Iowa City, IA), and Recorded Books (Prince Frederick,
MD).

                          *     *     *

The Troubled Company Reporter reported on Aug. 29, 2008, that
Standard & Poor's Ratings Services affirmed its 'CCC' corporate
credit rating on Haights Cross Communications Inc. (HCC) and
removed the ratings from CreditWatch, where they were placed with
negative implications on June 16, 2008, based on Standard & Poor's
concern about the company's ability to repay its
$124.5 million senior secured term loan on Aug. 15, 2008. The
outlook is stable.

The TCR also reported on Aug. 29, 2008, that Moody's Investors
Service affirmed Haights Cross Communications, Inc.'s Caa3
Corporate Family rating while upgrading its Probability of Default
rating to Caa3 from Ca, following the company's announcement that
it has successfully refinanced its prior senior secured term loan.

As of September 30, 2008, the company's balance sheet showed total
assets of $283,825,000 and total liabilities of $425,112,000,
resulting in total stockholders' deficit of $141,287,000.


HARMAN INTERNATIONAL: Moody's Cuts Corp. Family Rating to 'Ba2'
---------------------------------------------------------------
Moody's Investors Service has lowered the Corporate Family and
Probability of Default ratings of Harman International Industries,
to Ba2 from Ba1.  In a related action the rating on the company's
multicurrency revolving credit facility was lowered to Ba3 from
Ba2.  The Speculative Grade Liquidity Rating was also lowered to
SGL-3 from SGL-2.  The rating outlook is negative.

The lowered Corporate Family Rating reflects the dramatic
deterioration of the company's operating performance during the
company's second quarter evident in the company's earnings
announcement released earlier .  The weak economic conditions have
caused significant reductions in demand for the company's products
going into 2009, and Moody's now anticipates that Harman's
financial performance will no longer be supportive of the Ba1
rating.  The economic downturn has impacted all of the company's
business segments, which include automotive infotainment systems,
and fidelity audio products and electronic systems for the
consumer and professional markets.  Harman is experiencing
dramatically reduced OEM production levels, particularly in its
European operations, which the company expects to continue through
the remainder of calendar year 2009.  Harman maintains low
exposure to the Detroit-3 auto companies.  While the company
maintains a strong competitive position in the premium audio
market for professionals and consumers, globally weak economic
conditions have sharply cut into consumer and professional
spending.  Harman has initiated restructuring actions to help
mitigate market conditions.

The negative outlook considers that absent successful execution of
additional restructuring actions the ratings could be subject to
downgrade.  Amid the currently reduced automotive production
volume environment, Harman also will continue to be challenged by
a large number of product launches.  While the company has a
leading competitive position in automotive infotainment systems,
this segment's performance is expected to continue to weaken over
the near-term.  For the LTM period ending December 31, 2008,
Harman's EBIT/Interest and Debt/EBITDA credit metrics approximated
3.6x and 2.5x, respectively.

The SGL-3 rating indicates adequate liquidity over the next twelve
months.  As of December 31, 2008, the company maintained $182
million of cash and cash equivalents.  Positive free cash flow
generation over the next 12 months will be challenged by the weak
economic conditions impacting all of the company's end markets.
The company's $300 million multi-currency revolving credit
facility due June 2010 had approximately $42.5 million of
outstandings and $6 million of letters of credit as of
December 31, 2008.  Moody's continues to expect the company to
operate with sufficient covenant headroom over the near-term to
maintain financial flexibility.  Harman has capacity for
additional borrowings, subject to lien limitations under its
multicurrency revolver and a debt incurrence test under its
convertible notes.

Ratings lowered:

  -- Corporate Family Rating, to Ba2 from Ba1,

  -- Probability of Default Rating, to Ba2 from Ba1,
     $300 million multicurrency revolving credit due 2010, to Ba3
     (LGD 5, 76%) from Ba2 (LGD 5, 76%),

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

The last rating action for Harman was on December 9, 2008 when the
Ba1 Corporate Family Rating was assigned.

Harman International Industries, headquartered in Stamford,
Connecticut, is a leading manufacturer of high quality, high
fidelity audio products and electronic systems for the consumer,
automotive, and professional markets.  Revenues for fiscal 2008
were approximately $4.1 billion.


HAWAIIAN TELCOM: Lazard Retention Approved on Revised Terms
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii authorized
Hawaiian Telcom Communications Inc. and its affiliates to hire
Lazard Freres & Co. LLC, as their investment banker and financial
advisor.

Tiffany Carroll, the Acting United States Trustee for Region 15,
conveyed opposition to the retention of Lazard.  She noted that
Lazard represents Lehman Commercial Paper, Inc., in its own
pending Chapter 11 case in the Southern District of New York, and
thus cannot represent the Debtors in their dispute with Lehman
Commercial.  As financial consultant to Lehman Commercial, the
U.S. Trustee insists that Lazard's loyalty compromises its loyalty
to the Debtors.  Lehman Commercial Paper holds a secured claim
against the Debtors, which contains significant defects, and the
Debtors' challenge to that claim is a critical aspect that could
make substantial equity available for the unsecured creditors, the
U.S. Trustee cites.

Pacific Investment Management Company LLC and Capital Research
and Management Company, representing the Debtors' largest
unsecured creditors, also objected to the retention of Lazard and
another firm Zolfo Cooper Management LLC, which will provide the
services of Kevin Nystrom as chief operating officer of the
Debtors, and the proposed $6,000,000 in fees.  The Noteholders
pointed out that, "if the compensation scheme . . . is approved
without modifications, Lazard and ZCM will qualify for $6,000,000
in fees -- without any further right of review by parties in
interest -- simply upon confirmation of a plan or a sale of the
Debtors' assets, regardless of whether or not that plan or sale is
supported by creditors or results in any distribution whatsoever
to unsecured creditors.  To make matters worse, the Debtors
propose to pay Lazard and ZCM half of those success fees -- upon
"agreement in principle" even before a qualifying transaction
actually is approved by the Court and then consummated."

According to Bill Rochelle, Hawaiian Telcom was authorized to hire
Lazard although the terms were modified to satisfy the fee
objections.  Lazard will be entitled to claim a restructuring fee
of $4 million.  If the assets are sold to secured creditors who
pay with their secured claims and not cash, creditors have the
right to argue that the fee wasn't earned.

Mr. Rochelle relates that the compromise with creditors provides:

    -- the $4 million fee won't be earned if the Chapter 11 case
       is converted to Chapter 7 before the sale.

    -- No part of the success fee will be paid until a sale has
       been completed and the court has approved the fee.

    -- Creditors retained the right to object to the
       "reasonableness" of the $4 million fee and the $200,000
       monthly fee.

                       About Hawaiian Telcom

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

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

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

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of Sept. 30, 2008.

Bankruptcy Creditors' Service, Inc., publishes Hawaiian Telcom
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by Hawaiian Telcom Communications, Inc. and seven of
its affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


HCA INC: Reports Fourth Quarter and Year End 2008 Results
---------------------------------------------------------
HCA Inc. disclosed on February 3, 2009, financial and operating
results for its fourth quarter ended December 31, 2008.

Fourth Quarter Summary:

   * Revenues increased 5.6 percent to $7.265 billion.

   * Net income totaled $276 million, compared to $278 million in
     the fourth quarter of 2007.

   * Adjusted EBITDA totaled $1.237 billion, compared to
     $1.153 billion in the fourth quarter of 2007.

   * Interest expense decreased to $500 million, from
     $541 million in the fourth quarter of 2007.

   * Same facility admissions increased 0.5 percent, and same
     facility equivalent admissions increased 1.8 percent.

   * Same facility revenue per equivalent admission increased
     4.8 percent.

   * Same facility total surgeries increased 0.4 percent.

Revenues during the fourth quarter of 2008 totaled
$7.265 billion, compared to $6.883 billion in the fourth quarter
of 2007.  On a same facility basis, revenues in the fourth quarter
of 2008 increased 6.8 percent compared to the fourth quarter of
2007.  Adjusted EBITDA in the fourth quarter of 2008 totaled
$1.237 billion, compared to $1.153 billion in the fourth quarter
of 2007.  Net income for the fourth quarter of 2008 totaled $276
million, compared to $278 million in the fourth quarter of 2007.
Results for the fourth quarter of 2008 include gains on sales of
facilities of $7 million compared to
$139 million in the fourth quarter of 2007.  Fourth quarter 2008
results also include an $11 million charge for impairment of long-
lived assets.

The provision for doubtful accounts decreased to $889 million, or
12.2 percent of revenues, in the fourth quarter of 2008 from
$912 million, or 13.2 percent of revenues, in the fourth quarter
of 2007.  Same facility uninsured admissions decreased 0.4 percent
in the fourth quarter of 2008 compared to the fourth quarter of
2007.  Interest expense decreased to $500 million in the fourth
quarter of 2008, compared to $541 million in the fourth quarter of
2007, due primarily to a reduction in the average effective
interest rate on total debt.

The provision for income taxes resulted in low effective tax rates
for the fourth quarters of both 2008 (11 percent effective tax
rate) and 2007 (20 percent effective tax rate).  The provision for
income taxes for the fourth quarter of 2008 was reduced, primarily
due to a favorable revision to the proposed disallowance of a
portion of prior period expense and related interest.  The
provision for income taxes for the fourth quarter of 2007 was
reduced, primarily due to the recognition of certain state tax
benefits.

Same facility admissions increased 0.5 percent and same facility
equivalent admissions increased 1.8 percent in the fourth quarter
of 2008 compared to the fourth quarter of 2007.  Same facility
inpatient surgeries declined 0.7 percent, while outpatient
surgeries increased 1.1 percent in the fourth quarter of 2008
compared to the fourth quarter of 2007.  Same facility revenue per
equivalent admission increased 4.8 percent in the fourth quarter
of 2008 compared to the fourth quarter of 2007.  Same facility
charity and uninsured discounts totaled $985 million in the fourth
quarter of 2008 compared to $781 million in the fourth quarter of
2007.

Revenues for the year ended December 31, 2008, increased 5.6
percent to $28.374 billion compared to $26.858 billion in 2007.
Adjusted EBITDA totaled $4.574 billion for 2008 compared to $4.592
billion in 2007.  Net income totaled $673 million for 2008
compared to $874 million in 2007.  The operating results include
gains on sales of facilities of $97 million in 2008 compared to
$471 million in 2007 and impairments of long-lived assets of
$64 million in 2008 compared to $24 million in 2007.

As of December 31, 2008, HCA's balance sheet reflected cash and
cash equivalents of $465 million, total debt of $26.989 billion,
and total assets of $24.280 billion. Capital expenditures totaled
$485 million for the fourth quarter of 2008 and $1.600 billion for
the year ended December 31, 2008.

As of December 31, 2008, HCA operated 166 hospitals and 105
freestanding surgery centers, including eight hospitals and eight
freestanding surgery centers operated through equity method joint
ventures.

                        About HCA Inc.

Headquartered in Nashville, Tennessee, HCA Inc. --
http://www.hcahealthcare.com/-- is the nation's leading provider
of healthcare services.  As of June 30, 2008, HCA operated 169
hospitals and 107 freestanding surgery centers, including eight
hospitals and eight freestanding surgery centers operated through
equity method joint ventures.

                         *     *     *

As reported in the Troubled Company Reporter on May 23, 2008,
Fitch Ratings affirmed HCA Inc.'s Issuer Default Rating at 'B';
Secured bank credit facility at 'BB/RR1'; and Senior unsecured
notes at 'CCC+/RR6'.

The TCR also reported on January 8, 2009, that Participations in a
syndicated loan under which HCA Inc. is a borrower traded in the
secondary market at 77.05 cents-on-the-dollar during the week
ended January 2, 2009, according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  This represents an
increase of 3.11 percentage points from the previous week, the
Journal relates.  HCA Inc. pays interest at 225 points above
LIBOR.  The bank loan matures on November 6, 2013.  The bank loan
carries Moody's Ba3 rating and Standard & Poor's BB rating.


HEALTHSOUTH CORP: To Release 4th Quarter Results on Feb. 24
-----------------------------------------------------------
John P. Whittington, executive vice president, general counsel,
and corporate secretary of HealthSouth Corporation disclosed on
February 2, 2009, that while the company has not finalized its
audited results for the year ended December 31, 2008, the company
has shared its early observations on the fourth quarter of 2008 in
a couple of conferences hosted by J.P. Morgan.

Among others, Mr. Whittington disclosed that:

   * Volumes continued to show solid same store discharge growth.
     However, quarter-over-quarter and year-over-year comparisons
     were favorably impacted due to the fact that the Company's
     hospitals were limiting admissions in the fourth quarter of
     2007 due to the anticipated phase-in of the 65% threshold
     under the 75% Rule.

   * There was no significant sequential change in pricing
     compared to the third quarter of 2008.  Quarter-over-quarter
     and year-over-year comparisons will show a decline in
     pricing due to the Medicare pricing roll-back that became
     effective on April 1, 2008.

   * The Company continued to show improvement in productivity
     and its ability to manage labor costs.  As it is routine to
     provide merit increases to its non-management employees on
     October 1 of each year, which normally coincides with the
     annual Medicare pricing adjustment, the Company provided an
     average 3% merit increase to its non-management employees
     effective October 1, 2008.

According to Mr. Whittington, the Company uses "same store"
comparisons to explain the changes in certain performance metrics
and line items within its financial statements.  Same store
comparisons are calculated based on hospitals open throughout both
the full current periods and throughout the full prior periods
presented.  These comparisons include the financial results of
market consolidation transactions in existing markets, as it is
difficult to determine, with precision, the incremental impact of
these transactions on the Company's results of operations.

The results for the quarter and year ended December 31, 2008, as
well as guidance for 2009, will be provided during the Company's
earnings conference call scheduled for 9:30 a.m. EST on
February 24, 2009.

                     About HealthSouth Corp.

Headquartered in Birmingham, Alabama, HealthSouth Corp. (NYSE:
HLS) -- http://www.healthsouth.com/-- provides inpatient
rehabilitation services.  Operating in 26 states across the
country and in Puerto Rico, HealthSouth serves more than 250,000
patients annually through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $1.9 billion and total liabilities of $3.3 billion, resulting
in a shareholders' deficit of about $1.4 billion.

For three months ended Sept. 30, 2008, the company's net income
was $6.6 million compared with net income of $287.6 million for
the same period in the previous year.

For nine months ended Sept. 30, 2008, the company reported net
income of $70.5 million compared with net income of
$699.2 million for the same period in the previous year.

In total and through October 2008, the company has reduced its
total debt outstanding by approximately $208 million since
Dec. 31, 2007.  Total debt outstanding approximated $1.8 billion
as of Oct. 31, 2008.


HICKORY AUTOMOTIVE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Hickory Automotive Group, Inc.
        aka Volvo of Hickory
        aka Porsche of Hickory
        aka Volkswagen of Hickory
        aka Cube Discount Auto Sales
        aka Lincoln Mercury of Hickory
        aka Cadillac of Hickory
        1712 8th Street Drive, SE
        Hickory, NC 28602

Bankruptcy Case No.: 08-51464

Type of Business: The Debtor is an automotive dealer.

Chapter 11 Petition Date: December 19, 2008

Court: Western District of North Carolina (Wilkesboro)

Judge: J. Craig Whitley

Debtor's Counsel: Paul R. Baynard, Esq.
                  pbaynard@rcdlaw.net
                  Shelley Koon Abel, Esq.
                  sabel@rcdlaw.net
                  Rayburn, Cooper & Durham, P.A.
                  227 West Trade St., Suite 1200
                  Charlotte, NC 28202
                  Tel: (704) 334-0891
                  Fax: (704) 377-1897

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
   ------                      ---------------   ------------
Reynolds & Reynolds                              $12,312
23150 Network Place
Chicago, IL 60673

Enviro-Shred                                     $11,387
PO Box 5072
Hickory, NC 28603

Key Benefit Aministrator Inc.                    $10,120

Duke Power                                       $6,874

Cox Auto Trader                                  $6,277

Auto Supply Company Inc.                         $6,251

G&K Services                                     $5,583

Exxonmobil Oil Corp.                             $5,547

DEX                                              $5,190

BZ Results                                       $5,109

Auto Body Solutions of NC                        $5,013

On-Line Administrators Inc.                      $4,719

Performance Specialties                          $3,584

Tires Now                                        $3,328

Carolina BG                                      $2,675

Media General                                    $2,554

Auto Trader.Com LLC                              $2,366

Western Piedmont Symphony                        $2,000

Norling, Kolsrud, Sifferman                      $1,910
Davis

The petition was signed by Charles Faulkner, secretary and
treasurer.


HOME INTERIORS: Trustee May Sell Domistyle and Larendo Assets
-------------------------------------------------------------
Bloomberg's Bill Rochelle reports that the U.S. Bankruptcy Court
for the Northern District of Texas authorized the Chapter 11
trustee appointed for Home Interiors & Gifts Inc. to sell the
assets of Domistyle Inc. and Laredo Candle Co. for $6.25 million.

In December, the Court approved the sale of substantially all of
the domestic assets of Home Interior & Gifts, Inc. and Home
Interiors de Puerto Rico, Inc., to Home & Garden Party, Ltd., a
Texas limited partnership, free and clear of all liens, claims,
encumbrances, and interests, for the purchase price of $6,882,000.

                      About Home Interiors

Headquartered in Carrollton, Texas, Home Interiors & Gifts, Inc.
-- http://www.homeinteriors.com/-- manufactures, imports and
distributes indoor and outdoor home decorative accessories.  It
was founded by Mary Crowley in 1957.  Through its affiliates, the
company has a significant presence in Mexico, Puerto Rico, and
Canada. Annual revenue in 2007 reached $300 million.  When Mary
Crowley, died in 1986, her son, Don Carter continued the business
operation nearly debt-free.  In a leveraged transaction in 1998,
private equity firm of Hicks, Muse, Tate, and Furst acquired 66%
of the parent company, which resulted in the imposition of more
than $500 million in debt on the Debtors.  In the face of
decreased sales and increased debt load, bondholders canceled
their debts in February 2006 in exchange for receiving most of the
outstanding equity of the Debtors.

About 40% of the goods the Debtors sell are now acquired from
manufacturers in China.  In the last decade, sales volume in the
U.S. has waned, but the Debtors reported that sales in Mexico and
Puerto Rico significantly increased.

The company and six of its affiliates filed for Chapter 11
protection on April 29, 2008 (Bankr. N.D. Tex. Lead Case No.
08-31961).  Andrew Jillson, Esq., Cameron Kinvig, Esq., Robert
McCormick, Esq., and Mike Massad, Esq., at Hunton & Williams, LLP,
represent the Debtors as counsel.  Richard A. Lindenmuth
at Boulder International LLC, is designated as CRO.  The U.S.
Trustee for Region 6 has appointed seven creditors to serve on an
Official Committee of Unsecured Creditors.  Munsch Hardt Kopf &
Harr, PC represents the Committee in these cases.  Kurtzman Carson
Consultants LLC is the Official Noticing and Balloting Agent.  In
its schedules, Home Interiors & Gifts, Inc. listed $88,653,051 in
total assets, and $510,451,698 in total liabilities.

As reported in the Troubled Company Reporter on Dec. 11, 2008,
the Court approved the appointment by the United States Trustee of
Dennis Faulkner as Chapter 11 trustee in the Debtors' bankruptcy
cases.  Dennis Faulkner, of the accounting firm of Lain, Faulkner
& Co., P.C., is a member of the American Bankruptcy Institute and
the Association of Insolvency and Restructuring Advisors.  Lain,
Faulkner & Co., P.C. is an accounting firm which specializes in
bankruptcy, litigation and business advisory services.


HPG INT'L: Will Auction Firm; 130 Employees Back to Work
--------------------------------------------------------
David Falchek at Citizensvoice.com reports that HPG International
Inc. will be auctioned.

According to Citizensvoice.com, HPG International Chief Financial
Officer Doug Siegrist said that he has spoken to several potential
buyers.  "All the buyers we have talked to are interested in
keeping the business," the report quoted him as saying.

Citizensvoice.com relates that 130 of HPG International's 170
employees are back to work.  According to the report, Mr. Siegrist
said, "We have a good order backlog and have negotiated deals with
raw material suppliers.  So we have enough to keep busy."

Citizensvoice.com states that HPG International temporarily
stopped its operations in January 2009 and laid off most of its
workers.  HPG International went back in production this week,
according to the report.  The company filed for bankruptcy filing,
securing temporary financing, and filed the Worker Adjustment and
Retraining Notification Act in the event that efforts to save the
company fall short, the report says.

                      About HPG International

Headquartered in Mountaintop, Pennsylvania, HPG International Inc.
-- http://www.hpg-intl.com-- designs and make plastics PV sold
primarily to the fabricating industries throughout the United
States, Canada and Mexico for commercial use in roofs, pool,
liners, wallcoverings, label applications and shower panels.  The
company and its affiliate, VIG Holdings Ltd., filed for Chapter 11
protection on January 23, 2009 (Bankr. D. Del. Lead Case No. 09-
10231).  Jeffrey M. Carbino, Esq., Buchanan Ingersoll & Rooney PC,
represents the Debtors in their restructuring efforts.  The
Debtors proposed Kurtzman Carson Consultants LLC as their claims
agent.  When the Debtors filed for protection from their
creditors, they listed assets and debts between $10 million and
$50 million.


HOWELL UTILITY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Howell Utility & Excavation, Inc.
        1658 B. Hwy 300
        Houston, AR 72070

Bankruptcy Case No.: 09-10518

Chapter 11 Petition Date: January 26, 2009

Court: United States Bankruptcy Court
       Eastern District of Arkansas (Little Rock)

Judge: James G. Mixon

Debtor's Counsel: Andrew L. Clark, Esq.
                  Clark, Byarlay & Sparks
                  620 West Third Street, Ste. 100
                  Little Rock, AR 72201
                  Tel: (501) 376-0550 ext. 104
                  Fax: (501) 421-8365
                  Email: lawyerclark@msn.com

Total Assets: $2,655,266

Total Debts: $900,776

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

            http://bankrupt.com/misc/areb09-10518.pdf

The petition was signed by Robert W. Howell, Jr., President of the
company.


HRP MYRTLE: Trustee Abandons Rock 'N' Roll Theme Park
-----------------------------------------------------
Bloomberg's Bill Rochelle reports that the Chapter 7 trustee for
the rock `n' roll theme park in Myrtle Beach, South Carolina,
named Hard Rock Park decided to abandon the property and its
contents, having concluded it has no value in view of secured
debt.

As reported by the Troubled Company Reporter on Jan. 7, 2009,
the U.S. Bankruptcy Court for the District of Delaware converted
the chapter 11 case of HRP Myrtle Beach Holdings to Chapter 7
liquidation proceedings.  The U.S. Trustee for Region 3 appointed
Alfred T. Giuliano as Chapter 7 trustee.

Lisa Fleisher at The Sun News said the Debtor sought Chapter 7
conversion after failing to find a buyer.  Court documents say
that, because the bid and sale process has been unsuccessful,
"there exists no reasonable prospect of success in the immediate
future.  Regrettably, conversion of [the park's] Chapter 11
bankruptcy cases to cases under Chapter 7 of the bankruptcy code
thus appears to be the only remaining means of allowing the
debtors' assets to be liquidated and potential causes of action to
be pursued and monetized for the benefit of creditors."

Based in Myrtle Beach, South Carolina, HRP Myrtle Beach Holdings,
LLC -- owns and operates Hard Rock Park, a rock-n-roll theme park
in Myrtle Beach, South Carolina, under a long-term license
agreement with Hard Rock Cafe International (USA), Inc.  The
company and six of its affiliates filed for Chapter 11 protection
on Sept. 24, 2008 (Bankr. D. Del. Lead Case No. 08-12193).  Steven
Goodwin will serve as the Debtors' chief executive officer.  The
U.S. Trustee for Region 3 has not appointed creditors to serve on
an Official Committee of Unsecured Creditors.  Richards, Layton &
Finger represents the Debtors as counsel.  Dorsey & Whitney LLP
represents the Officiala Committee of Unsecured Creditors as
counsel.  When the Debtors filed for protection from their
creditors, they listed assets and debts of between $100 million
and $500 million each.  The case was converted to liquidation
proceedings under Chapter 7 in January 2009.


HURKEY MEDICAL: Moody's Affirms 'Ba1' Long-Term Rating on Bonds
---------------------------------------------------------------
Moody's Investors Service has affirmed Hurley Medical Center's Ba1
long-term rating.  This action affects approximately
$63 million of outstanding bonds issued through the City of Flint
Hospital Building Authority as listed at the conclusion of this
report.  The outlook remains stable.

Legal Security: The bonds are secured by a pledge of net revenues
of the obligated group, as defined in the bond documents.  Hurley
is the only member of the obligated group. The bonds are not
secured by the full faith and credit of the City of Flint.

Interest Rate Derivatives: On April 30, 2008, Hurley terminated a
fixed-to-floating interest rate swap that had been in place in
connection with the Series 2003 fixed rate bonds.  Piper Jaffray
was the counterparty.  Hurley made a termination payment of
approximately $70,000.

                             Strengths
* Differentiation of essential high-end tertiary services (e.g.,
  burn unit and Level I trauma) generates a strong draw of
  patients beyond the City of Flint and Genesee County for this
  regional referral center

* Improved operating results in fiscal year (FY) 2007 and FY 2008
  due to management initiatives implemented during prior period
  challenges, although performance remains modest (-1.0%
  operating loss margin and 3.3% operating cash flow margin in FY
  2008)

* Good debt coverage measures for a Ba rated credit (120% cash-
  to-debt, 3.8 times debt-to-cash flow, and 2.6 times Moody's-
  adjusted maximum annual debt service coverage based on FY 2008
  results)

* Significant liquidity growth in recent months; unrestricted
  cash and investments increased to $91 million at December 31,
  2008 (translating to 89 days cash on hand) from $74 million at
  fiscal year end 2008 (June 30 year end) (75 days cash on
  hand); as a city-owned hospital, Hurley is precluded from
  investing in equity investments

* Despite modest operating margins, Hurley management is
  committed to reinvesting in the hospital's physical plant,
  which constrains short-term liquidity growth; Hurley's capital
  spending ratio has averaged 1.0 times over the last five years;
  management expects to invest at a capital spending ratio of at
  least 1.25 times in the coming years

* Consistency in state funding as a major recipient of
  disproportionate share and provider tax monies in the state

                            Challenges

* Located in demographically challenged Flint, Michigan leads to
  weak payor mix with Medicaid representing a high and growing
  36% of gross patient revenues; Hurley's combined charity care
  and bad debt expense increased more than 20% in both FY 2007
  and FY 2008; Moody's note that Hurley is the number two
  provider in a three hospital market (capturing approximately
  30% market share)

* Vulnerable economy in Michigan threatens Medicaid budget and
  other state healthcare funding programs on which Hurley depends

* Track record of variable operating performance and weak
  operating margins; as recently as FY 2006 Hurley recorded an
  operating loss margin of -5.1% and negative operating cash flow
  margin of -0.5%

* Competitive service area, with the presence of two like-sized
  competitors in the immediate Flint area, both of which are part
  of larger healthcare systems

                  Recent Developments/Results

Moody's views Hurley's location in Flint, Michigan with concern,
as the city's economy has been challenged for years.  Hurley is a
22,500-admission tertiary regional referral center owned by the
City of Flint.  General Motors has had a sizeable presence in
Flint and is facing considerable challenges.  The city is
characterized by a declining industrial base, high unemployment
rate, a low median income level, and population decline.
Accordingly, Hurley's payor mix is weak, as Medicaid represents a
high and increasing 36% of gross revenues.

In addition to poor demographics, Hurley faces strong competition
in the area.  Hurley's primary competitors are 25,000-admission
Genesys Regional Medical Center (a member of Aa1-rated multi-state
Ascension Health) and 20,500-admission McLaren Regional Medical
Center (a member of A1-rated multi-hospital McLaren Health Care).
Genesys is the market leader in the primary service area --
defined as Genesee County -- with approximately 34% market share.
Hurley holds the number two position, capturing nearly 30% share,
while McLaren captures more than 25% of the market.  Moody's note
that Hurley continues to have a number of cooperative joint
ventures with both Genesys and McLaren.

Moody's notes favorably that Hurley's service differentiation as
the only market provider of high-end essential services in the
broader region such as a burn unit, Level I trauma, and neonatal
intensive care unit, help to provide a regional draw for services.
As a result, more than 40% of Hurley's admissions come from
outside of the City of Flint.

Hurley's operating performance improved materially in fiscal years
2007 and 2008, although margins remain modest.  In audited FY
2008, Hurley recorded an operating loss of $3.6 million (-1.0%
operating margin) and operating cash flow of $12.2 million (3.3%
operating cash flow margin).  In FY 2007, Hurley recorded an
operating loss of $5.8 million (-1.7% margin) and operating cash
flow of $9.9 million (2.9% margin).  While still modest, these
results are significantly better than the $16.8 million operating
loss (-5.1% margin) and $1.7 million negative operating cash flow
(-0.5% margin) recorded in FY 2006.

The improved performance in FY 2007 and FY 2008 is due to a number
of factors.  Most notably, despite state budgetary challenges,
total net revenue from various state special funding sources
increased significantly in recent years from
$12.6 million in FY 2006 to $25.0 million in FY 2007 to
$34.6 million in FY 2008.  In total, management expects Hurley to
receive approximately the same level of support in the next two
years.  Special funding from the state to Hurley largely is a
result of Hurley's high Medicaid and indigent care patient base.
While these funding sources demonstrate significant public policy
support from the state, Moody's view these revenues as "at risk"
and any contraction of these funds will require commensurate cost
reductions.  This concern is elevated given the economic and
budget challenges in the state.

Other factors contributing to improved performance include: (a) a
rebound in certain key patient volumes in FY 2008, after at least
two years of decline, as inpatient admissions increased 1.5% in FY
2008 and surgical volumes increased 3.6%, due in part to the
addition of two new surgeons to the medical staff; (b) a reduction
in full time equivalents; (c) improved coding efforts and a focus
on high acuity services resulted in an increase in the Medicare
case mix index (from 1.39 in FY 2006 to 1.46 in FY 2007 to 1.58 in
FY 2008); (d) days in accounts receivable decreased steadily and
materially in recent years, from 80 days at FYE 2005 to 48 days at
FYE 2008, and continues in interim FY 2009; (e) the restructuring
of two primary care practices from an employed model to private
practice; and (f) improved joint venture profit.

Hurley management is projecting continued operating improvement in
FY 2009, budgeting operating cash flow of $16.9 million (4.4%
margin) for the medical center.  Through six months FY 2009, the
medical center recorded an operating cash flow margin of 2.4%,
compared to a 2.9% operating cash flow margin for the same period
FY 2008 and 2.9% margin for six months budget FY 2009.

As a result of stronger operating performance in FY 2008 and a low
debt load relative to Hurley's revenue base (17% total debt-to-
total operating revenue), Hurley's debt ratios are good for a Ba
rated credit.  Based on FY 2008 results, Moody's-adjusted debt-to-
cash flow measured a low 3.8 times and Moody's-adjusted maximum
annual debt service coverage measured an adequate 2.6 times.
Assisted by improved cash flow generation, Hurley's unrestricted
cash position increased in FY 2008.  At FYE 2008, absolute
unrestricted cash and investments increased to
$74 million from $62 million at FYE 2007.  As a result, cash on
hand increased to an adequate 75 days at FYE 2008 from 66 days at
FYE 2007 while cash-to-debt increased to 120% from 94%.  Despite
recent market challenges, unrestricted cash improved materially by
December 31, 2008, to $91 million (as a city-owned hospital,
Hurley is precluded from investing in the equity markets),
translating to good 89 days cash on hand and 154% cash-to-debt.
Other factors contributing to the cash growth include a material
reduction in days in accounts receivable (from 48 days at FYE 2007
to 31 days at December 31, 2008) and a reduction in the restricted
funds of the retiree health trust fund.

Hurley management continues to pursue the ability to obtain
county-wide taxing authority in Genesee County.  This issue may be
presented to county voters for approval in summer 2009.

                             Outlook

The stable outlook reflects Moody's belief that Hurley will match
improved operating results achieved in FY 2007 and FY 2008 in FY
2009.  Despite the stable outlook, Moody's recognize the longer
term challenges that Hurley faces given the demographic trends in
Flint and the overall challenges currently faced in the state.

                What could change the rating -- UP

Increase in profitable patient volumes resulting in sustained
elevated cash flow generation and improved debt ratios;
significant market share gain; liquidity strengthening

               What could change the rating -- DOWN

Material decline in liquidity measures; failure to sustain
operating improvements achieved in FY 2007 and FY 2008; sustained
loss of inpatient admission and/or surgical volumes; increase in
debt without commensurate growth in cash flow

                          Key Indicators

Assumptions & Adjustments:

  -- Based on Hurley Medical Center consolidated financial
     statements

  -- First number reflects consolidated audited FY 2007 for the
     year ended June 30, 2007

  -- Second number reflects consolidated audited FY 2008 for the
     year ended June 30, 2008

  -- Bad debt expense and interest expense reclassified as
     operating expenses

  -- Investment returns smoothed at 5%

* Inpatient admissions: 22,245; 22,571

* Total operating revenues: $348 million; $369 million

* Moody's-adjusted net revenues available for debt service:
  $13.4 million; $20.4 million

* Total debt outstanding: $65.9 million; $62.0 million

* Maximum annual debt service (MADS): $7.8 million; $7.8 million

* MADS Coverage with reported investment income: 1.70 times; 2.40
  times

* Moody's-adjusted MADS Coverage with normalized investment
  income: 1.70 times; 2.60 times

* Debt-to-cash flow: 7.43 times; 3.82 times

* Days cash on hand: 65.8 days; 75.2 days

* Cash-to-debt: 93.6%; 119.9%

* Operating margin: -1.7%; -1.0%

* Operating cash flow margin: 2.9%; 3.3%

Rated Debt (debt outstanding as of June 30, 2008)

Issued through City of Flint Hospital Building Authority:

  -- Series 1998A Fixed Rate Hospital Revenue Bonds
     ($12.8 million outstanding), rated Ba1

  -- Series 1998B Fixed Rate Hospital Revenue Bonds
     ($17.2 million outstanding), rated Ba1

  -- Series 2003 Fixed Rate Hospital Revenue Bonds ($33.3 million
     outstanding), rated Ba1


INDALEX HOLDING: Moody's Downgrades Corp. Family Rating to 'Ca'
---------------------------------------------------------------
Moody's Investors Service downgraded Indalex Holding Corp.'s
corporate family rating and probability of default rating to Ca
from Caa2.  The rating on the company's $200 million 11.5% second
priority senior secured notes due 2014 was downgraded to C from
Caa3.  The outlook is negative.

Indalex failed to make the scheduled interest payment on its
$200 million of 11.5% second priority senior secured notes on
February 2, 2009.  The rating action incorporates the company's
announcement that it will avail itself of the thirty day grace
period with respect to the semi-annual interest payment on its
second priority senior secured notes to evaluate alternatives to
reduce the overall debt level of the company.  The downgrades
reflect Moody's opinion that an event of default is highly likely
in the near term and Moody's concern that the operating
environment will remain challenging.

The outlook is negative reflecting Moody's expectation that
Indalex may default.  Moody's will continue to evaluate Indalex's
ability to develop and execute a debt restructuring plan.  Moody's
would likely respond to a default event-including non-payment of
interest within the thirty day grace period or a debt
restructuring-by further lowering the probability of default
rating.

These ratings were impacted:

  -- Corporate Family Rating lowered to Ca from Caa2

  -- Probability of Default Rating lowered to Ca from Caa2

  -- Senior Unsecured Note Rating lowered to C (LGD 5; 75%) from
     Caa3 (LGD 5; 75%)

  -- Speculative Grade Liquidity rating affirmed at SGL-4

  -- Outlook remains negative

The last rating action was on May 28, 2008 when the corporate
family rating was downgraded to Caa2 from Caa1 and a negative
outlook was assigned.

Indalex Holding Corp. is an aluminum extruder that was acquired in
2006 by Sun Capital Partners from Honeywell International, Inc.
Residential housing and transportation are the company's primary
end markets.


INNOVATIER INC: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Tampa Bay Business Journal reports that Innovatier Inc. has filed
for Chapter 11 bankruptcy protection.

Court documents say that Innovatier listed $1 million to
$10 million in assets and $1 million to $10 million in
liabilities.  According to court documents, Innovatier's
liabilities include business debts, shareholder loans, and salary
shortfalls.

Lakeland-based Innovatier Inc. manufactures plastic molded
packaging for radio frequency identification and powered cards
used in financial transactions, gift cards, security, and other
applications.


INROB TECH: Amends Ben-Tsur Joseph's Employment Agreement
---------------------------------------------------------
On January 26, 2009, Inrob Tech Ltd. entered into an Amendment to
Employment Agreement with Ben-Tsur Joseph, the company's Chief
Executive Officer.  Pursuant to the Agreement, Mr. Joseph will be
entitled to an annual cash bonus equal to 5% of the company's
annual gross revenues.  In addition, Mr. Joseph will also be
entitled to an annual incentive cash bonus equal to 20% of any
increase in gross revenues from the prior fiscal year. The
Agreement will commence for the fiscal year ended December 31,
2009.  The company's Board of Directors approved the Agreement on
January 26, 2009.

A full-text copy of the Amendment to Employment Agreement is
available for free at: http://researcharchives.com/t/s?3925

Headquartered in Las Vegas, Nevada, InRob Tech Ltd. (OTC BB:
IRBL.OB) -- http://www.inrobtech.com/-- is an Israeli-based high-
tech company specializing in the planning, manufacturing and
service support of advanced wireless and remote control systems,
operating all types of robots and other vehicles.  The company is
Israel's leader in its field, and supports the IDF (Israeli
Defence Forces), Israeli police, and other military and civilian
companies dealing with security.  Founded in 1988, the company
works closely with other high-tech companies to provide the most
advanced and comprehensive UGV solutions on the market.

                       Going Concern Doubt

Davis Accounting Group P.C., in Cedar City, Utah, expressed
substantial doubt about Inrob Tech 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
pointed to the company's operating losses and negative working
capital.

The company has incurred significant operating losses through
September 30, 2008, and has insufficient cash resources and
revenues to cover its on-going operating costs. These and other
factors raise substantial doubt about the Company's ability to
continue as a going concern.

As of September 30, 2008, the company's balance sheet showed total
assets of $4,999,747 and total liabilities of $5,073,861, and
total stockholders' deficit of $74,114.  The company also showed
strained liquidity with only $1,068,163 in total current assets
available to pay $4,823,759 in total current liabilities.

The company posted a net loss of $208,422 for the three months
ended September 30, 2008, compared to a net loss of $891,434 for
the same period a year earlier.


INTELSAT LTD: Moody's Assign 'B3' Rating on $400 Mil. Note Issue
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Intelsat Ltd.'s
new $400 million note issue (in the name of Intelsat's indirect,
wholly-owned subsidiary, Intelsat Subsidiary Holding Company,
Ltd.; terms and conditions of the new notes mirror those of an
existing senior unsecured 8.875% note issue that matures
January 15, 2015).  The proceeds will be used to fund a tender
offer for a portion of Intelsat Ltd.'s 7.625% notes due 2012 and
its 6.5% notes due 2013.

In a separate rating action, Moody's also adjusted Intelsat's
probability of default rating to Ca from Caa1.  Owing to the
sizeable discount from face value that is being contemplated by
the purchase offer for the above-noted Intelsat Ltd. notes
(approximately 30%), the substitution of relatively senior for
relatively junior debt that is also Intelsat's nearest material
maturity, the fact that the tender offer is being initiated by a
Caa1-rated issuer, the company's use of payment in kind interest
elections to bolster liquidity, and given ongoing pervasive
general economic weakness and financial market dislocation,
Moody's interprets the transaction as constituting a so-called
"distressed exchange" that is -- for ratings purposes only --
tantamount to and deemed to be a default.  In turn, Intelsat's PDR
has been repositioned to Ca to reflect the strong likelihood of
the transaction closing.

Upon the tender offer closing, the PDR will be further adjusted to
Caa1/LD, a level that will prevail for three business days to
reflect the limited default that will be deemed to have occurred.
However, since the transaction is seen as being a one-time event
(Intelsat does not appear to have the requisite restricted payment
or permitted investment capacity with which to launch an
additional materially sized transaction (until such time as the
requisite "baskets" are replenished from subsequent earnings and
cash flow)) that has only a limited impact on the company's credit
profile (if successful, total debt will decline by only 1.2% and
annual interest expense will be unchanged), the transaction is
assessed as having no impact on Intelsat's CFR.  Consequently,
Intelsat's Caa1 CFR will remain unchanged through-out this process
and, four days after the tender offer has closed, the PDR will be
restored to its pre-tender offer level of Caa1 (effectively
removing the "/LD" moniker).  Similarly the rating outlook will
continue to be stable.

In addition, the prevailing ratings of individual debt instruments
will also remain unchanged.  However, owing to the partial re-
constitution of the company's consolidated waterfall of
liabilities, loss given default assessments have been revised.
With the small increase in the relative proportion of senior debt,
several LGD assessments were adjusted downwards by similarly small
proportions (see rating listing below).

Lastly, Moody's affirmed Intelsat's SGL-3 speculative grade
liquidity rating (indicating adequate liquidity).  The tender
offer contemplates liquidity being bolstered by approximately
$60 million.  Even with that, given significant capital
expenditure activity over the next year or so, Intelsat may need
to draw on its revolving credit facilities (with the amount
reduced by any advance payments received from key customers) in
order to fund the expenditures.  Given this and the above-noted
use of PIK elections to bolster liquidity, Intelsat's liquidity
arrangements are assessed as adequate.

Rating Actions:

Assignments:

Issuer: Intelsat Subsidiary Holding Co. Ltd.

  -- Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD3,
     34%) Downgrades:

Issuer: Intelsat, Ltd.

  -- Probability of Default Rating, Downgraded to Ca from Caa1

Affirmations and LGD Assessment Adjustments:

Issuer: Intelsat, Ltd.

  -- Senior Unsecured Regular Bond/Debenture, unchanged at Caa3
     (LGD6, 95%)

Issuer: Intelsat (Bermuda), Ltd.

  -- SeniorUnsecured Regular Bond/Debenture, unchanged at Caa2
     with the LGD assessment revised to (LGD5, 82%) from (LGD5,
     80%)

Issuer: Intelsat Jackson Holdings, Ltd.

  -- SeniorUnsecured Bank Credit Facility, unchanged at B3 with
     the LGD assessment revised to (LGD3, 34%) from (LGD3, 32%)

  -- SeniorUnsecured Regular Bond/Debenture, unchanged at B3 with
     the LGD assessment revised to (LGD3, 34%) from (LGD3,
     32%/33%)

  -- SeniorUnsecured Regular Bond/Debenture, unchanged at Caa2
     with the LGD assessment revised to (LGD4, 62%) from (LGD4,
     60%)

Issuer: Intelsat Intermediate Holding Company, Ltd.

  -- SeniorUnsecured Regular Bond/Debenture, unchanged at Caa1
     with the LGD assessment revised to (LGD4, 56%) from (LGD4,
     53%)

Issuer: Intelsat Subsidiary Holding Co. Ltd.

  -- SeniorSecured Bank Credit Facilities, unchanged at B1 (LGD1,
     5%)

  -- SeniorUnsecured Regular Bond/Debenture, unchanged at B3 with
     the LGD assessment revised to (LGD3, 34%) from (LGD3,
     32%/33%)

Issuer: Intelsat Corporation

  -- SeniorSecured Bank Credit Facilities, unchanged at B1 (LGD1,
     5%)

  -- SeniorUnsecured Regular Bond/Debenture, unchanged at B3 with
     the LGD assessment revised to (LGD3, 34%) from (LGD3,
     32%/33%)

Outlook Actions:

Issuer: Intelsat, Ltd.

  -- Outlook, unchanged at stable


Moody's most recent rating action concerning Intelsat was taken on
July 15, 2008, at which time $658 million 9.25% senior notes due
August 15, 2014, and $581 million 9.25% senior notes due
June 15, 2016, were rated B3 (at the same time, Moody's also
affirmed Intelsat's Caa1 CFR, Caa1 PDR and SGL-3 speculative grade
liquidity rating while maintaining the stable ratings outlook).
Headquartered in Penbroke, Bermuda, Intelsat is the largest fixed
satellite service operator in the world and is privately held by
financial investors.


INTERNATIONAL HOME: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: International Home Warehouse Outlet, In
        d/b/a International Home Furnishings
        Attn: Paul Yurasha
        35 Tripp Street
        Framingham, MA 01702

Bankruptcy Case No.: 09-10743

Chapter 11 Petition Date: January 30, 2009

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

Judge: Frank J. Bailey

Debtor's Counsel: James P. Ehrhard, Esq.
                  Ehrhard & Associates, P.C.
                  418 Main Street, 4th Floor
                  Worcester, MA 01608
                  Tel: (508) 791-8411
                  Email: ehrhard@ehrhardlaw.com

Total Assets: $658,847

Total Debts: $1,227,328

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

            http://bankrupt.com/misc/mab09-10743.pdf

The petition was signed by Paul Yurasha, President of the company.


JC BUILDERS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: JC Builders, Corp.
        HC-22 Buzon 9024
        Bo. Lirios, KM. 1.5 Carr. 929
        Juncos, PR 00777
        Tel: (787) 633-6048

Bankruptcy Case No.: 09-00416-11

Chapter 11 Petition Date: January 26, 2009

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Jesus Santiago Malavet, Esq.
                  Santiago Malavet And Santiago Law Office
                  470 Sagrado Corazon Street
                  San Juan, PR 00915
                  Tel: (787) 727-3058
                  Fax: (787) 726-5906
                  Email: smslopsc@prtc.net

Total Assets: $2,280,000

Total Debts: $1,263,424

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

The petition was signed by Juan Ramon Garcia Patron, President of
the company.


JOHN STREET: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: John Street Holdings LLC
        d/b/a Pure Med Spa
        3440 Preston Ridge Road, Suite 450
        Alpharetta, GA 30005

Bankruptcy Case No.: 09-62039

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
GRF Medspa Broadway Plaza, LLC                     08-85038
GRF Medspa Clackamas Town Center, LLC              08-85311
GRF Medspa North Town Mall, LLC                    08-85315
GRF Medspa Rdmond TownCnenter Mall, LLC            08-85039
GRF Medspac Santa Ana, LLC                         08-85040
GRF Medspa Santa Clara, LLC                        08-85041
GRF Medspa Southcenter, LLC                        08-85042
GRF Medspa Washington Square Mall, LLC             08-85043
GRF Medspa Village at Corte Madera, LLC            08-85044

Chapter 11 Petition Date: January 27, 2009

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

Debtor's Counsel: J. Robert Williamson, Esq.
                  Scroggins and Williamson
                  1500 Candler Building
                  127 Peachtree Street, N.E.
                  Atlanta, GA 30303
                  Tel: (404) 893-3880
                  Email: rwilliamson@swlawfirm.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/ganb09-62039.pdf

The petition was signed by William C. Korner, president of the
company.


JOHNSON COUNTY GAS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Johnson County Gas Company, Inc.
        PO Box 339
        Harold, KY 41635

Bankruptcy Case No.: 09-70085

Chapter 11 Petition Date: January 30, 2009

Court: United States Bankruptcy Court
       Eastern District of Kentucky (Pikeville)

Debtor's Counsel: Paul Stewart Snyder, Esq.
                  PO Box 1067
                  Ashland, KY 41105-1067
                  Tel: (606) 325-5555
                  Email: ps@ws5.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/kye09-70085.pdf

The petition was signed by Bud Riffe, President of the company.


K & T INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: K & T, Inc.
        dba Budget Rent-A-Car
        641 North 3800 West
        AMF 22112
        Salt Lake City, UT 84122

Bankruptcy Case No.: 08-29069

Type of Business: The Debtor rents automobiles.

Chapter 11 Petition Date: December 19, 2008

Court: District of Utah (Salt Lake City)

Judge: Judith A. Boulden

Debtor's Counsel: George B. Hofmann, Esq.
                  gbh@pkhlawyers.com
                  Parsons Kinghorn & Harris
                  111 East Broadway, 11th Floor
                  Salt Lake City, UT 84111
                  Tel: (801) 363-4300
                  Fax: (801) 363-4378

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
   ------                      ---------------   ------------
GE Fleet Services              secured:          $11,462,471
c/o David Leta - Snell &       $10,362,417
Wilmer
15 West South Temple, #1200
Salt Lake City, UT 84115

Hinkclease Inc.                equipment lease   $1,689,955
2309 South State Street
Salt Lake City, UT 84115

Budget Rental Group            license fees      $246,352
Virginia Beach Processing
Center
200 Centre Pointe Drive
Virginia Beach, VA 23462

Salt Lake City Dept. of        rent              $133,952
Airports

Hinkley's Dodge Inc.           auto parts and    $82,473
                               services

Leslie Saunders Insurance and  insurance         $53,383
Marketing

Jackson Hole Airport           rent              $36,669

Boise Air Terminal             concession/rent   $29,568

Selland Auto Transport Inc.    transportation    $27,693
                               expenses

Spider Transport               transportation    $27,650
                               expenses

Windshield Doctor              repair expenses   $23,505

Deals On Wheels                transportation    $22,265
                               expenses


Valley Glass Salt Lake         windshield        $12,327

Ada County Treasurer           property tax      $18,057

Million Air                                      $10,970

Sopus Products                 chemical          $9,308
                               supplies

JL Von Arx & Associates        fleet insurance   $8,800

Tanner LC                      accounting        $8,768

Auto Transport Group           transportation    $8,340
                               expenses

The Rubicon Group                                $8,210

The petition was signed by Paul Michael Taylor, president.


KENNETH TURNER: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Kenneth H. Turner
        d/b/a Ken Turner Real Estate, LLC
        d/b/a Coldwater Properties LLC
        d/b/a Excellere LLC
        d/b/a Pineview Real Estate
        P.O. Box 745
        Eden, UT 84310

Bankruptcy Case No.: 09-20747

Chapter 11 Petition Date: January 30,2009

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

Judge: William T. Thurman

Debtor's Counsel: Matthew M. Boley, Esq.
                  Parsons Kinghorn Harris
                  111 E. Broadway, 11th Floor
                  Salt Lake City, UT 84111
                  Tel: (801) 363-4300
                  Fax: (801) 363-4378
                  Email: mmb@pkhlawyers.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 its 20 largest unsecured
creditors together with its petition.

The petition was signed by Kenneth H. Turner.


KIWA BIO-TECH: Signs New Employment Pact With Wei Li
----------------------------------------------------
On February 2, 2009, Kiwa Bio-Tech Products Group Corporation
entered into a new Employment Agreement between the Company and
Wei Li, President and Chief Executive Officer and Chief Financial
Officer of the Company for a term of three years beginning
January 1, 2009.  Pursuant to the Agreement Mr. Li is entitled to
an annual salary of $72,000 and a performance bonus of $24,000. If
Mr. Li is terminated without cause, he will be entitled to a lump
sum payment equal to three months' salary.

A copy of the Employment Agreement is available for free at:

              http://researcharchives.com/t/s?3930\

Headquartered in Claremont, Calif., Kiwa Bio-Tech Products Group
Corporation (OTC BB: KWBT.OB) -- http://www.kiwabiotech.com/--
develops, manufactures, distributes and markets bio-technological
products for agricultural and natural resources and environmental
conservation.  The company has established two subsidiaries in
China: (1) Kiwa Shandong in 2002, a wholly owned subsidiary, and
(2) Kiwa Tianjin in July 2006, of which the company holds 80%
equity.

                          *     *     *

As reported by the Troubled Company Reporter on May 14, 2008, New
York-based Mao & Company CPAs, Inc., raised substantial doubt on
the ability of Kiwa Bio-Tech Products Group Corporation to
continue as a going concern after it audited the company's
financial statements for the year ended Dec. 31, 2007.  The
auditor pointed to the company's recurring losses from operations,
working capital deficit and net capital deficiency.

As of September 30, 2008, the company's balance sheet showed total
assets of $3.7 million and total liabilities of
$6.6 million, resulting in total stockholders' deficit of
$2.9 million.

For the three months ended September 30, 2008, the company posted
a net loss of $567,770.  The company also posted a net loss of
$1,884,986 for the nine months ended September 30, 2008.


KMN-MA LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: KMN-MA, LLC
        a/k/a KMN, LLC
        35 Slocum Farm Drive
        North Dartmouth, MA 02747

Bankruptcy Case No.: 09-10580

Chapter 11 Petition Date: January 27, 2009

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

Judge: Joan N. Feeney

Debtor's Counsel: John M. McAuliffe, Esq.
                  McAuliffe & Associates, P.C.
                  430 Lexington Street
                  Newton, MA 02466
                  Tel: (617) 558-6889
                  Email: mcauliffeassociates@hotmail.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 its 20 largest unsecured
creditors together with its petition.

The petition was signed by Michael Formisano, Managing Member of
the company.


LAKE AT LAS VEGAS: Court Moves Plan Filing Deadline to March 17
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada extended Lake
at Las Vegas Joint Venture, LLC, and its debtor-affiliates'
exclusive period to file a plan from Jan. 13, 2009, to March 17,
2009, and their exclusive period to solicit acceptances of said
plan from March 16, 2009, to May 15, 2009.  This is the Debtor's
second extension of exclusivity.

The Debtors and the Official Committee of Unsecured Creditors will
use this second extension to negotiate the remaining economic
issues under the Debtors' proposed plan with the DIP Lenders and
certain of the Debtors' prepetition secured lenders before the
plan is filed with the Court.

                     About Lake at Las Vegas

Headquartered in Henderson, Nevada, Lake at Las Vegas Joint
Venture, LLC and 14 of its debtor-affiliates --
http://www.lakelasvegas.com/-- are owners and developers of
3,592-acre residential and resort destination Lake Las Vegas
Resort in Las Vegas, Nevada.  Centered around a 320-acre man-made
lake, Lake Las Vegas contains more than 9,000 residential units,
and also includes two luxury resort hotels (a Loews and a Ritz-
Carlton), a casino, a specialty retail village shopping area,
marinas, three signature golf courses and related clubhouses, and
other real property.

The Debtors filed separate petitions for Chapter 11 relief on
July 17, 2008 (Bankr. D. Nev. Lead Case No. 08-17814).  When Lake
at Las Vegas Joint Venture, LLC filed for protection from its
creditors, it listed assets of $100 million to $500 million, and
debts of $500 million to $1.0 billion.  Courtney E. Pozmantier,
Esq., Martin R. Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern
LLP, Jason D. Smith, Esq., at Santoro, Driggs, Walch, Kearney,
Holley & Thompson, Jeanette E. McPherson, Esq., Lenard E.
Schwartzer, Esq., at Schwartzer & McPherson Law Firm,
represent the Debtors as counsel.  Kaaran E. Thomas, Esq., Ryan J.
Works, Esq., at McDonald Carano Wilson LLP, represent the
Official Committee of Unsecured Creditors as counsel.


LEE COUNTY: S&P Downgrades Standard Long-Term Rating to 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its standard long-term
rating and underlying rating to 'BB+' from 'BBB-' on Lee County
Industrial Development Authority, Florida's various health care
facilities bonds, issued for Shell Point Village.  At the same
time, Standard & Poor's placed its 'BB+' ratings on SPV on
CreditWatch with negative implications.

In addition, Standard & Poor's affirmed its 'AA+/A-1+' dual rating
on the authority's series 1999B and 2002A variable-rate demand
bonds, issued for SPV based upon joint criteria, whereby the
ratings reflect the security of both a Bank of America N.A. ('AA-
/A-1+') letter of credit in effect for the two issues and the
'BB+' SPUR on SPV.  Standard & Poor's placed the 'AA+/A-1+'
joint rating on the series 1999B bonds on CreditWatch with
negative implications to reflect the potential that Standard &
Poor's may lower the long-term component of the rating if the SPUR
is lowered below 'BB+'.  The 'AA+/A-1+' dual rating on the series
2002A bonds remains on CreditWatch with negative implications.

The rating downgrade reflects S&P's view of SPV's weakened
operating results in fiscal 2008 partly due to lower occupancy
resulting from the troubled housing market, coupled with a
weakening local and regional economy.  Furthermore, SPV's
liquidity, which in S&P's view has been historically light for the
rating, has declined further over the past several years and is a
contributing factor to Standard & Poor's decision to lower the
rating.  While SPV has implemented some measures to improve demand
and operating performance, which is evident in the interim results
through the first six months ended December 2008, SPV reports that
it is still generating an operating loss and its overall credit
profile, particularly light liquidity, is more reflective of a
speculative-grade credit in S&P's opinion.

The ratings' placement on Creditwatch reflects SPV's violation of
a days' cash on hand liquidity covenant on Dec. 31, 2008, with
respect to approximately $71 million of exposure to variable-rate
debt and other loans.  The obligated group is required to maintain
certain financial covenants with respect to the outstanding $47.64
million series 1999B and 2002A VRDBs, the
$18 million revolving line of credit, and the $5.2 million
construction loan.

If the covenant violation exceeds a threshold set forth in the
applicable documents and constitutes an event of default, the
financial institutions who are parties to the agreements would
need to grant a waiver to SPV, or they could seek certain
remedies, including an acceleration of debt or substitution
of LOC providers. S&P believes that, given SPV's weak liquidity
position, the uncertainty surrounding the covenant violation puts
SPV at risk for further credit deterioration.  Management is
currently in discussions with the financial institutions and
expects some resolution over the next one to three months.
Standard & Poor's will continue to monitor the developments and
potential credit effect when further details are known.

Total debt outstanding as of June 30, 2008, is approximately
$234 million.


LEHI LOGG: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Lehi Logg, LLC
        136 East South Temple, Suite 1700
        Salt Lake City, UT 84111

Bankruptcy Case No.: 08-29005

Chapter 11 Petition Date: December 18, 2008

Court: District of Utah (Salt Lake City)

Debtor's Counsel: Theodore E. Kanell, Esq.
                  Plant Wallace Christensen & Kanell
                  136 East South Temple, #1700
                  Salt Lake City, UT 84111
                  Tel: (801) 363-7611

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

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

The petition was signed by Theodore E. Kanell, manager.


LEHMAN BROTHERS: Moody's Downgrades Ratings on 74 Tranches
----------------------------------------------------------
Moody's Investors Service has downgraded seventy-four tranches in
eight deals issued by Lehman Brothers Small Balance Commercial.
The securitized pools consist of real estate-secured small
business loans originated primarily by the Lehman Brothers Small
Business Finance division of Lehman Brothers Bank, a subsidiary of
Lehman Brothers Holdings, Inc.

The rating actions are due mainly to an increase in delinquencies
in the pools of the underlying loans and Moody's resulting
expectations for defaults and losses.  Moody's believe this
reflects the difficult economic environment.  Although to date
cumulative defaults on the collateral pools have been fairly low,
there has been a rapid increase in late stage delinquencies over
the past year and high delinquency roll rates imply significantly
higher cumulative default levels than originally expected.  Based
on the analysis of the delinquency pipeline and roll rates, and
assumptions about the duration of the current economic downcycle,
Moody's has reassessed cumulative expected defaults relative to
the credit enhancement available in each transaction, which
includes overcollateralization, cash reserve accounts and excess
spread.  In assessing the value of excess spread, Moody's gave
greater credit than originally given, due to structural features
which utilize excess spread to offset seriously delinquent loans.
Nevertheless Moody's found that the revised probability of default
of each security and the severity of loss upon default were not
consistent with the originally assigned ratings.

Other methodologies and factors that may have been considered in
the process of rating this issue can also be found at
www.moodys.com in the Credit Policy & Methodologies directory.

The complete rating actions are:

Issuer: Lehman Brothers Small Balance Commercial, Series 2005-1

  -- Class A Notes, Downgraded to Aa1 from Aaa; previously on
     9/18/2008 Confirmed at Aaa

  -- Class A-IO Notes, Downgraded to Aa1 from Aaa; previously on
     9/18/2008 Confirmed at Aaa

  -- Class M1 Notes, Downgraded to Baa2 from Aa2; previously on
     9/18/2008 Confirmed at Aa2

  -- Class M2 Notes, Downgraded to B1 from A2; previously on
     9/18/2008 Confirmed at A2

  -- Class B Notes, Downgraded to B3 from Baa1; previously on
     9/18/2008 Confirmed at Baa1

Issuer: Lehman Brothers Small Balance Commercial, Series 2005-2

  -- Class 1-A Notes, Downgraded to Aa3 from Aaa; previously on
     9/18/2008 Confirmed at Aaa

  -- Class 2-A Notes, Downgraded to Aa3 from Aaa; previously on
     9/18/2008 Confirmed at Aaa

  -- Class A-IO Notes, Downgraded to Aa3 from Aaa; previously on
     9/18/2008 Confirmed at Aaa

  -- Class M1 Notes, Downgraded to Ba2 from Aa2; previously on
     9/18/2008 Confirmed at Aa2

  -- Class M2 Notes, Downgraded to B2 from A1; previously on
     9/18/2008 Confirmed at A1

  -- Class M3 Notes, Downgraded to B3 from A3; previously on
     9/18/2008 Confirmed at A3

  -- Class B Notes, Downgraded to Caa1 from Baa2; previously on
     9/18/2008 Confirmed at Baa2

Issuer: Lehman Brothers Small Balance Commercial, Series 2006-1

  -- Class 1A Notes, Downgraded to Aa2 from Aaa; previously on
     9/18/2008 Confirmed at Aaa

  -- Class 2A Notes, Downgraded to Aa2 from Aaa; previously on
     9/18/2008 Confirmed at Aaa

  -- Class 3A1 Notes, Downgraded to Aa2 from Aaa; previously on
     9/18/2008 Confirmed at Aaa

  -- Class 3A2 Notes, Downgraded to Aa2 from Aaa; previously on
     9/18/2008 Confirmed at Aaa

  -- Class 3A3 Notes, Downgraded to Aa2 from Aaa; previously on
     9/18/2008 Confirmed at Aaa

  -- Class M1 Notes, Downgraded to Baa3 from Aa2; previously on
     9/18/2008 Confirmed at Aa2

  -- Class M2 Notes, Downgraded to Ba2 from A1; previously on
     9/18/2008 Confirmed at A1

  -- Class M3 Notes, Downgraded to B1 from A3; previously on
     9/18/2008 Confirmed at A3

  -- Class B Notes, Downgraded to B2 from Baa2; previously on
     9/18/2008 Confirmed at Baa2

Issuer: Lehman Brothers Small Balance Commercial, Series 2006-2

  -- Class 1A Notes, Downgraded to Aa1 from Aaa; previously on
     9/18/2008 Confirmed at Aaa

  -- Class 2A1 Notes, Downgraded to Aa1 from Aaa; previously on
     9/18/2008 Confirmed at Aaa

  -- Class 2A2 Notes, Downgraded to Aa1 from Aaa; previously on
     9/18/2008 Confirmed at Aaa

  -- Class 2A3 Notes, Downgraded to Aa1 from Aaa; previously on
     9/18/2008 Confirmed at Aaa

  -- Class M1 Notes, Downgraded to Baa1 from Aa2; previously on
     9/18/2008 Confirmed at Aa2

  -- Class M2 Notes, Downgraded to Baa3 from A1; previously on
     9/18/2008 Confirmed at A1

  -- Class M3 Notes, Downgraded to Ba3 from A3; previously on
     9/18/2008 Confirmed at A3

  -- Class B Notes, Downgraded to B2 from Baa2; previously on
     9/18/2008 Confirmed at Baa2

Issuer: Lehman Brothers Small Balance Commercial, Series 2006-3

  -- Class 1A Notes, Downgraded to Aa1 from Aaa; previously on
     9/18/2008 Confirmed at Aaa

  -- Class 2A1 Notes, Downgraded to Aa1 from Aaa; previously on
     9/18/2008 Confirmed at Aaa

  -- Class 2A2 Notes, Downgraded to Aa1 from Aaa; previously on
     9/18/2008 Confirmed at Aaa

  -- Class 2A3 Notes, Downgraded to Aa1 from Aaa; previously on
     9/18/2008 Confirmed at Aaa

  -- Class M1 Notes, Downgraded to Baa1 from Aa2; previously on
     9/18/2008 Confirmed at Aa2

  -- Class M2 Notes, Downgraded to Ba1 from A1; previously on
     9/18/2008 Confirmed at A1

  -- Class M3 Notes, Downgraded to B1 from A3; previously on
     9/18/2008 Confirmed at A3

  -- Class B Notes, Downgraded to B2 from Baa2; previously on
     9/18/2008 Confirmed at Baa2

Issuer: Lehman Brothers Small Balance Commercial, Series 2007-1

  -- Class 1A Notes, Downgraded to Aa1 from Aaa; previously on
     9/18/2008 Confirmed at Aaa

  -- Class 2A1 Notes, Downgraded to Aa1 from Aaa; previously on
     9/18/2008 Confirmed at Aaa

  -- Class 2A2 Notes, Downgraded to Aa1 from Aaa; previously on
     9/18/2008 Confirmed at Aaa

  -- Class 2A3 Notes, Downgraded to Aa1 from Aaa; previously on
     9/18/2008 Confirmed at Aaa

  -- Class M1 Notes, Downgraded to Baa1 from Aa2; previously on
     9/18/2008 Confirmed at Aa2

  -- Class M2 Notes, Downgraded to Baa3 from A1; previously on
     9/18/2008 Confirmed at A1

  -- Class M3 Notes, Downgraded to Ba3 from A3; previously on
     9/18/2008 Confirmed at A3

  -- Class M4 Notes, Downgraded to B1 from Baa2; previously on
     9/18/2008 Confirmed at Baa2

  -- Class B Notes, Downgraded to B2 from Baa3; previously on
     9/18/2008 Confirmed at Baa3

Issuer: Lehman Brothers Small Balance Commercial, Series 2007-2

  -- Class 1A1 Notes, Downgraded to Aa1 from Aaa; previously on
     9/18/2008 Confirmed at Aaa

  -- Class 2A1 Notes, Downgraded to Aa1 from Aaa; previously on
     9/18/2008 Confirmed at Aaa

  -- Class 2A2 Notes, Downgraded to Aa1 from Aaa; previously on
     9/18/2008 Confirmed at Aaa

  -- Class 2A3 Notes, Downgraded to Aa1 from Aaa; previously on
     9/18/2008 Confirmed at Aaa

  -- Class 1A2 Notes, Downgraded to Aa1 from Aaa; previously on
     9/18/2008 Confirmed at Aaa

  -- Class 1A3 Notes, Downgraded to Aa1 from Aaa; previously on
     9/18/2008 Confirmed at Aaa

  -- Class 1A4 Notes, Downgraded to Aa1 from Aaa; previously on
     9/18/2008 Confirmed at Aaa

  -- Class M1 Notes, Downgraded to A3 from Aa2; previously on
     9/18/2008 Confirmed at Aa2

  -- Class M2 Notes, Downgraded to Baa3 from A1; previously on
     9/18/2008 Confirmed at A1

  -- Class M3 Notes, Downgraded to Ba1 from A3; previously on
     9/18/2008 Confirmed at A3

  -- Class M4 Notes, Downgraded to Ba3 from Baa2; previously on
     9/18/2008 Confirmed at Baa2

  -- Class M5 Notes, Downgraded to B1 from Baa3; previously on
     9/18/2008 Confirmed at Baa3

  -- Class B Notes, Downgraded to B2 from Ba1; previously on
     9/18/2008 Confirmed at Ba1

Issuer: Lehman Brothers Small Balance Commercial, Series 2007-3

  -- Class 1A1 Notes, Downgraded to Aa1 from Aaa; previously on
     9/18/2008 Confirmed at Aaa

  -- Class 2A1 Notes, Downgraded to Aa1 from Aaa; previously on
     9/18/2008 Confirmed at Aaa

  -- Class 2A2 Notes, Downgraded to Aa1 from Aaa; previously on
     9/18/2008 Confirmed at Aaa

  -- Class 2A3 Notes, Downgraded to Aa1 from Aaa; previously on
     9/18/2008 Confirmed at Aaa

  -- Class 1A2 Notes, Downgraded to Aa1 from Aaa; previously on
     9/18/2008 Confirmed at Aaa

  -- Class 1A3 Notes, Downgraded to Aa1 from Aaa; previously on
     9/18/2008 Confirmed at Aaa

  -- Class 1A4 Notes, Downgraded to Aa1 from Aaa; previously on
     9/18/2008 Confirmed at Aaa

  -- Class AM Notes, Downgraded to Aa1 from Aaa; previously on
     9/18/2008 Confirmed at Aaa

  -- Class AJ Notes, Downgraded to Aa1 from Aaa; previously on
     9/18/2008 Confirmed at Aaa

  -- Class M1 Notes, Downgraded to A3 from Aa2; previously on
     9/18/2008 Confirmed at Aa2

  -- Class M2 Notes, Downgraded to Baa3 from A1; previously on
     9/18/2008 Confirmed at A1

  -- Class M3 Notes, Downgraded to Ba2 from A3; previously on
     9/18/2008 Confirmed at A3

  -- Class M4 Notes, Downgraded to Ba3 from Baa2; previously on
     9/18/2008 Confirmed at Baa2

  -- Class M5 Notes, Downgraded to B1 from Baa3; previously on
     9/18/2008 Confirmed at Baa3

  -- Class B Notes, Downgraded to B2 from Ba1; previously on
     9/18/2008 Confirmed at Ba1


LITHIUM TECHNOLOGY: Gets Initial Orders Totaling EUR600,000
-----------------------------------------------------------
On January 29, 2009, Lithium Technology Corporation disclosed that
a number of business developments have taken place over the past
several month, resulting for LTC in gaining a strong foothold in
the automotive market place and positioning the company for
further growth in this market area.  The initial orders amounting
to approximately EUR600.000, and position the company for
substantial repeat orders in 2009 and beyond from the same
customers.

LTC has equiped 5 vans of Dutch carmaker DuraCar named Quicc DiVa
with Li-ion batteries.  DuraCar is a newly founded company,
targeting a promising niche: fleets of battery-powered light
commercial vehicles for short-range city deliveries.  In 2009,
DuraCar plans to add a minimum 350 vans to its fleet, as the
company announced in its October, 2 press release that the will
start producing in Osnabruck, Germany, by Karmann in June 2009.
LTC will continue to be involved as an battery supplier for
DuraCar.

British based Frazer-Nash Research designs full electric, all-
wheel drive systems, in combination with a small combustion motor
as range extender (Series Hybrid), resulting in very fuel
efficient vehicles capable of driving with zero emission in the
areas with pollution restrictions.  FNR plans to launch Series
Hybrid taxi for London in 2009.  Other large European cities,
including the city of Amsterdam, the Netherlands show interest for
these vehicles as well.  TCA the largest taxi company in Amsterdam
is in negotiations with FNR for a minimum of 50 taxis in 2009.  In
the fully operational prototype of the Series Hybrid taxis, LTC
cells are being used, LTC will continue to work closely with FNR
on the taxi-project and any other vehicle in the future.

New car industry start-up Mindset, from Switzerland, has announced
plans to sell a gasoline-electric hybrid next year.  The 2+2-
seater hybrid, called the Six50, boasts an electric-only range of
100 km (62 miles) via a built-in Li-ion battery, produced by LTC.

As released several month ago LTC delivered battery for Hybrid
Racing AG of the former Formula 1 racer Heinz Harald Frentzen.
This successful concept in which Hybrid Racing AG used a
powertrain developed by Punch Powertrains, Belgium, resulted in
exclusive supply agreement of LTC batteries to Punch for other
hybrid applications.  In the next few weeks at least 2 additional
batteries will be supplied to Punch.

The initiative of Green Mobility, Rotterdam the Netherlands, to
refurbish Toyota Prius's with LTC's Li-Ion batteries, has resulted
in the expected agreement with one of the largest energy suppliers
in The Netherlands to refurbish several tenths of vehicles in
2009, with the concept as shown by LTC at the IAA in Frankfurt
some time ago.  The proposed configuration will give the Prius the
possibility to drive full electrical up to speeds of approximately
50 kmh well as a range of approximately 50km, improving on the
original configuration.

US Hybrid a California-based company specialized in the design and
manufacture of integrated power conversion components for electric
and hybrid vehicles, as well as renewable energy generation and
storage recently ordered several batteries from LTC.

ArvinMeritor, Inc, (NYSE: ARM) and LTC are working on a
collaborated effort in delivering an advanced high-power lithium
ion battery for the dual-mode diesel-electric hybrid Class 8
tractor prototype, which ArvinMeritor is currently building.  The
new tractor is expected to significantly improve fuel economy.

The battery is part of a prototype hybrid drive system currently
being developed by ArvinMeritor to be evaluated first by Wal-
Mart's truck fleet and subsequently others to improve motor
carriers' overall fuel efficiency and emissions reduction.  The
battery will supply the power for the hybrid system which is
capable of delivering full performance in battery electric mode,
overnight hotel operation, and full accessory electrification.
The custom high power battery delivered by LTC will store energy
supplied by the diesel engine driven generator during regenerative
braking.

"Our new strategic focus on the transportation market is clearly
paying of," says Theo Kremers, the CEO of LTC.  "We are excited to
be an important part of the fast growing market of hybrid and
electrical vehicles and are pleased that so may different
manufacturers of vehicles and drive trains for electric vehicles
are looking at LTC's first class technology to help them realize
their objectives.  At the same time, these orders and the prospect
of future orders in 2009 will lead to value for our shareholders
as well."

                  About Lithium Technology Corp.

Lithium Technology Corp. is a global manufacturer of Li-ion cells
and a global provider of power solutions for diverse applications.
LTC is especially well positioned in the fast growing markets of
electrical cars and stationary power.  The company expects results
to substantially improve in the near future.

The Troubled Company Reporter reported on January 7, 2009, as of
June 30, 2008, the company's balance sheet showed total assets of
$14,127,000 and total liabilities of $23,838,000 (consisting of
all current liabilities), resulting in total stockholders' deficit
of $9,711,000.  As of June 30, the company's working capital
deficit was $18,698,000.  The company posted a net loss of
$5,343,000 for the three months ended June 30.  The company
expects to incur substantial operating losses as it continues its
commercialization efforts.

"Since inception, we have incurred substantial operating losses
and expect to incur additional operating losses over the next
several years.  As of June 30, 2008, we had an accumulated deficit
of approximately $132,881,000.  We have financed our operations
since inception primarily through equity financings, loans from
shareholders and other related parties, loans from silent partners
and bank borrowings secured by assets.  We have recently entered
into a number of financing transactions and are continuing to seek
other financing initiatives.  We will need to raise additional
capital to meet our working capital needs and to complete our
product commercialization process.  Such capital is expected to
come from the sale of securities and debt financing. No assurances
can be given that such financing will be available in sufficient
amounts or at all.  Continuation of our operations in the future
is dependent upon obtaining such further financing.  These
conditions raise substantial doubt about our ability to continue
as a going concern," Chief Executive Officer Theo M. M. Kremers
disclosed in a regulatory filing.


LOCATEPLUS HOLDINGS: Names Patrick Murphy as Corporate Secretary
----------------------------------------------------------------
LocatePLUS Holdings Corp. disclosed that at a meeting of the Board
of Directors held on January 29, 2009, the Board voted to appoint
current Director, Patrick Murphy to the position of Corporate
Secretary.

Mr. Murphy is Chairman of the Pulsar Network, Inc., Board of
Directors.  A graduate of the Harvard Law School practicing in
Massachusetts, he also provides consulting services to growing
businesses.  He is familiar with government relations, public
relations, and has experience in developing resources and assets.
Prior to his career in law he was a manager at a prominent social
service agency and handled personnel and operation issues in a
crisis-based environment.  For the past ten years since September
of 1998, Mr. Murphy has been an attorney for the Commonwealth of
Massachusetts Department of Mental Retardation.  Mr. Murphy
beneficially owns no shares of the Common Stock of the Company.
The business address of Mr. Murphy is 68 N. Main St. Ste. 101
Carver, MA 02330.

Based in Beverly, Mass., LocatePLUS Holdings Corp. --
http://www.locateplus.com/-- and its subsidiaries provides public
information and investigative solutions that are used in homeland
security, anti-terrorism and crime fighting initiatives.  The
company's proprietary, Internet-accessible database is marketed to
business-to-business and business-to-government sectors worldwide.

As of September 30, 2008, the company's balance sheet showed total
assets of $2,201,513 and total liabilities of $9,340,423,
resulting in total stockholders' deficit of $7,138,910.

The company incurred significant net losses in each of the last
two years as well as during the nine months ended September 30,
2008 -- $408,660.  In addition, the company incurred an
accumulated deficit of approximately $49 million through
September 30, 2008.  The company raised approximately $3 million
and $1.3 million through the issuance of debt and equity during
2007 and 2006 respectively.  The ultimate success of the company
is still dependent upon its ability to secure additional financing
to meet its working capital and ongoing project development needs.

As reported in the Troubled Company Reporter on Aug. 26, 2008,
Livingston & Haynes, P.C., raised substantial doubt about the
ability of LocatePLUS Holdings Corporation to continue as a going
concern after it audited the company's financial statements for
the year ended Dec. 31, 2007.


MAGNITUDE INFORMATION: Shareholders Approve Increase in Shares
--------------------------------------------------------------
Magnitude Information Systems, Inc., disclosed on January 30,
2009, the developments concerning its recent shareholder voting
proxy results, completed January 29, 2009.

Over 98% of the votes cast by shareholders approved an increase in
the number of authorized common shares available for corporate
actions.  "Except as previously disclosed," stated Rudolf Hauke,
Magnitude's President and Chief Executive Officer, "we have no
present intentions to issue any material amount of common shares."

"With this increase, however," continued Mr. Hauke, "Magnitude
will be in a position to develop an incentive based stock plan for
its Kiwibox employees, directors and consultants as well as to
provide the necessary equity for future strategic partnerships and
growth opportunities, all with the goal to increase shareholder
value."  Prior to the proxy vote, Magnitude had an insufficient
number of available common shares in reserve for these potential
corporate activities.

Magnitude's principal business unit, Kiwibox Media, Inc., operates
the Kiwibox Web site -- http://Kiwibox.com/-- a leading social
networking destination and online magazine for teens. Recent
Kiwibox alliances include relationships with YouTube, Universal
Music Group, Burst Media, Quattro Wireless and 4INFO. In August,
the company launched Kiwibox 2.0 with new innovations including:
enhanced profiles, daily entertainment news, a revamped game
section, exclusive video content and a mobile version of the site.

"We see tremendous opportunities in today's teen marketplace",
noted Mr. Hauke, "and our business development plans are now
reinforced by our shareholders' vote to provide equity for future
expansion."

In addition to the voting for an increase in authorized common
shares, shareholders voted to ratify the appointment of its
independent accountants to audit Magnitude's financial statements
for the current fiscal year.

A full-text copy of the total shareholder voting results is
available for free at: http://researcharchives.com/t/s?3924

                   About Magnitude Information

Headquartered in Branchburg, New Jersey, Magnitude Information
Systems Inc. (OTC BB: MAGY.OB) -- http://www.magnitude.com/-- was
prior to its change in its strategic business plan in 2007,
engaged in marketing of the company's integrated suite of
proprietary ergonomic software modules.  Following the company's
acquisition of Kiwibox Media Inc. on Aug. 16, 2007, the company
derives its revenues from advertising on the KiwiBox Web site.

Founded in 1999, Kiwibox.com is the first social networking
destination and online magazine where teens produce, discover, and
share content.

                       Going Concern Doubt

Rosenberg Rich Baker Berman & Company, in Bridgewater, N.J.,
expressed substantial doubt about Magnitude Information Systems
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 pointed to the company's
significant operating losses and significant working capital
deficiency.

Magnitude Information Systems's Inc.'s consolidated balance sheet
at June 30, 2008, showed $3,711,218 in total assets and $4,238,690
in total liabilities, resulting in a $527,472 in total
stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $473,860 in total current assets
available to pay $4,238,690 in total current liabilities.


MARC DREIER: Released From Jail, Put on House Arrest
----------------------------------------------------
Chad Bray at The Wall Street Journal that U.S. District Judge Jed
S. Rakoff in Manhattan has agreed to release Marc Dreier from jail
on an unsecured $10 million personal recognizance bond, which
would be co-signed by his son and mother so that they would be on
the hook if Mr. Dreier were to flee.

Mr. Dreier, WSJ says, has been in jail since his arrest on
December 7, 2008, on fraud charges upon returning from Toronto.
Mr. Dreier was charged with impersonating another person to
complete a business transaction in Canada, according to WSJ.

WSJ relates that prosecutors had filed an appeal on a magistrate
judge's decision to set bail for Mr. Dreier at $20 million in
January 2009 and were seeking to keep him jailed on allegations
that he was a flight risk.  WSJ states that the $20 million bond
was required at the time to be secured by $10 million in cash or
property.  The attorneys for Mr. Dreier had argued that the bond
was excessive.

According to WSJ, Mr. Dreier will be subject to electronic
monitoring and that armed guards would be present at his Manhattan
apartment 24 hours a day to make sure that he doesn't flee.  The
report says that Judge Rakoff ordered that all means of
communication, other than a land-line telephone needed for
electronic monitoring, be removed from Mr. Dreier's apartment and
that no visitors would be allowed without the government's
permission.

WSJ quoted Judge Rakoff as saying, "The court is confident that
this considerable set of conditions will be sufficient to
reasonably assure the defendant's appearance in court as required.
At the same time, it is a set of conditions that the defendants
may reasonably be expected to meet."

WSJ says that Judge Rakoff ordered the lawyers in the case to
provide him with a proposed ruling for Mr. Dreier's release by
Friday.  Judge Rakoff would issue a formal bail order on Monday,
WSJ states.

                       About Marc S. Dreier

Marc S. Dreier founded law firm Dreier LLP that filed for Chapter
11 on Dec. 16, 2008 (Bankr. S.D.  N.Y., Case No. 08-15051).  Judge
Robert E. Gerber handles the case.  Stephen J. Shimshak, Esq., at
Paul, Weiss, Rifkind, Wharton & Garrison LLP, has been retained as
counsel.  The Debtor listed assets between
$100 million to $500 million, and debts between $10 million to $50
million in its filing.


MATTRESS KING: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: The Mattress King, Inc.
        6000 B West Broad Street
        Richmond, VA 23230

Bankruptcy Case No.: 09-30575

Chapter 11 Petition Date: January 30, 2009

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

Debtor's Counsel: Bruce E. Arkema, Esq.
                  Cantor Arkema, P.C.
                  P.O. Box 561
                  Richmond, VA 23218-0561
                  Tel: (804) 644-1400
                  Email: barkema@cantorarkema.com

Total Assets: $1,386,178

Total Debts: $3,188,183

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

            http://bankrupt.com/misc/vaeb09-30575.pdf

The petition was signed by Anil K. Gulati, President of the
company.


MBD INC: Court Okays Cash Collateral Stipulation with Umpqua Bank
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
approved on Jan. 13, 2009, MBD Inc.'s cash collateral stipulation
with Umpqua Bank relating to the use of rents and common area
charges on the Debtor's Fleetwood Property for the purpose of
paying the operating and maintenance expenses associated with the
Fleetwood Real Property, in accordance with a budget.

As reported in the Troubled Company Reporter on Jan. 12, 2009,
Umpqua Bank holds two deeds of trust on the Fleetwood property
which is also cross-collateralized with other properties of the
Debtor which are subject to secured claims by the bank.  Unless
sooner terminated due to certain events of default, the
stipulation expires on July 25, 2009.

As adequate protection, Umpqua Bank is granted replacement liens
on collateral of the same type as it had before commencement of
the Debtor's case.  The replacement lien shall be subordinate to
all administrative expenses (excluding professional fees) incurred
in any case under Chapter 7 of the Bankruptcy Code into which this
case may be hereafter be converted, and shall not apply to any
claims for relief arising in favor of the Debtor under the
Bankruptcy Code, including without limitation avoidance claims
under Sections 547, 548, 549 and 550 of the Bankruptcy Code.

The replacement lien shall not apply to the real property commonly
known as Lot 54 in the Debtor's Belvedere Heights subdivision and
the improvements constructed thereon, which the Debtor
acknowledges are collateral of Northern California National Bank.

In the event and to the extent that the replacement lien is
insufficient to provide adequate protection for the Debtor's use
of cash collateral, the Bank shall be entitled, after notice and a
hearing, to an administrative expense claim pursuant to Sections
503(b)(1) and 507(a)(2) of the Bankruptcy Code, which claim shall
be given a super-priority status pursuant to Bankruptcy Code
507(b).

                           About MBD

Chico, California-based MBD, Inc., a.k.a. Meghdadi Builder
Developer, operates a construction company.  The Debtor filed for
Chapter 11 protection on Oct. 6, 2008 (Bankr. E. D. Calif. Case
No. 08-34347).  William C. Lewis, Esq., who has an office in Palo
Alto, California, represents the Debtor in its restructuring
efforts.  The company listed assets of $10 million to $50 million
and debts of $10 million to $50 million.


MCCLATCHY CO: Posts $21.7MM 4th Quarter Loss; Seeks to Cut Costs
----------------------------------------------------------------
The McClatchy Company reported a net loss from continuing
operations in the fourth quarter of 2008 of $20.4 million, or 25
cents per share, including pre-tax non-cash impairment charge of
$59.6 million related to newspaper mastheads.  Adjusted earnings
from continuing operations were $21.8 million, or 26 cents per
share, in the fourth quarter of 2008 after excluding several
unusual items.  Total net loss including discontinued operations
was $21.7 million, or 26 cents per share in the 2008 fourth
quarter.

Management conducted its annual impairment testing of goodwill and
other long-lived assets as of the end of its fiscal year, December
28, 2008.  Upon completion of that testing, the company recorded a
pre-tax non-cash impairment charge of $59.6 million to newspaper
mastheads. The company did not record an impairment charge related
to goodwill in 2008.

For the fourth quarter of 2007, the company reported an after-tax
loss from continuing operations of $1.43 billion, or $17.42 per
share, including the effect of non-cash after-tax impairment
charges related to goodwill and newspaper mastheads of
$1.47 billion, or $17.86 per share.  Adjusted earnings from
continuing operations were $36.1 million, or 44 cents per share,
in the fourth quarter of 2007 after excluding the non-cash
impairment charges.  The company's total net loss, including the
results of discontinued operations, was $1.43 billion, or $17.46
per share.

Revenues in the fourth quarter of 2008 were $470.9 million, down
17.9% from revenues from continuing operations of $573.4 million
in the fourth quarter of 2007.  Advertising revenues were
$388.3 million, down 20.7% from 2007, and circulation revenues
were $67.0 million, up 1.4%.  Online advertising revenues grew
10.3% in the fourth quarter of 2008 and were 10.9% of total
advertising revenues compared to 7.8% of total advertising
revenues in the fourth quarter of 2007.

Using cash from operations and proceeds from asset sales, the
company repaid $30 million of debt in the quarter and
$433 million for all of 2008.  Debt at the end of the fiscal year
was $2.038 billion, down from $2.471 billion at the end of 2007.

Restructuring Plan

McClatchy noted that the duration and depth of the economic
recession have taken a severe toll on its advertising revenues.
Given the unprecedented deterioration in revenues and with no
visibility of an improving economy, the company is continuing to
reduce expenses.  McClatchy announced that it is developing a plan
to reduce costs by an additional $100 million to
$110 million, or approximately seven percent of 2008 cash
expenses, over the next 12 months beginning later in the first
quarter of 2009.  Details of the plan have not yet been finalized
and as a result, costs to complete the plan are not yet known.  In
addition, the company will freeze its pension plans and
temporarily suspend the company match to its 401(k) plans,
effective March 31, 2009.  The company will extend a salary freeze
for senior executives in 2009 that was implemented in 2007.  The
company previously announced that it had implemented a company-
wide salary freeze from September 2008 through September 2009.
Gary Pruitt, McClatchy's chairman and chief executive officer,
also has declined any bonus for 2008 and 2009.  In addition, other
senior executives will not receive bonuses for 2008.

As previously reported, McClatchy will suspend its quarterly
dividend after paying the first quarter 2009 dividend, which was
declared on January 27, 2009, in order to preserve cash for debt
repayment.  The first quarter 2009 dividend of $.09 (nine cents)
per share is half the per share dividend paid in the 2008 first
quarter.

Full Year Results

Net income from continuing operations for fiscal 2008 was
$2.8 million, or three cents per share, and was affected by the
impact of the non-cash impairment charges and other unusual items.
Adjusted earnings from continuing operations were
$55.4 million, or 67 cents per share, in fiscal 2008.  Total net
income including discontinued operations was $1.4 million, or two
cents per share.

In addition to the impairment charges previously noted, results in
2008 included the impact of several unusual items including:

     -- a gain on the sale of a one-third interest in SP
        Newsprint Company;

     -- a gain on the extinguishment of debt;

     -- write-offs of deferred financing costs as a result of
        amendments to the company's credit agreement;

     -- charges related to the implementation of previously
        disclosed restructuring plans;

     -- the write-down of certain internet investments; and

     -- adjustments for certain discrete tax items.

The loss from continuing operations for full year 2007 was
$2.73 billion, or $33.26 per share, including the effect of the
non-cash impairment charges taken in 2007.  Adjusted earnings from
continuing operations were $110.9 million, or $1.35 per share, in
fiscal 2007 after considering the non-cash impairment charges and
adjustments for certain discrete tax items.  The company's total
net loss, including the results of discontinued operations, was
$2.74 billion, or $33.37 per share.

Revenues from continuing operations in 2008 were $1.9 billion,
down 15.9% compared to $2.26 billion in 2007. Advertising revenues
in 2008 totaled $1.6 billion, down 17.9% and circulation revenues
were $265.6 million, down 3.7%.  Online advertising revenues grew
10.6% in 2008 and represented 11.6% of total advertising revenues
compared to 8.6% for all of 2007.

Management's Comments

Commenting on McClatchy's results, Mr. Pruitt said, "2008 was a
difficult and disappointing year.  We faced troubled economic
times and structural changes in our business.  Still, 2008 was a
good year for our online business; online audiences and revenues
rose sharply.  In the fourth quarter, average monthly unique
visitors to our websites were up 25.3% and were up 33.5% for all
of 2008.  Online advertising revenues grew 10.3% in the fourth
quarter of 2008 and were up 47.3% excluding employment
advertising, a category that has been impacted both online and in
print by the nationwide decline in jobs."

"But the economy remains mired in recession and our industry is
still in a period of transition.  The advertising environment
continues to be weak and we expect print advertising revenues to
continue to be down.  While we do not have final advertising
revenue results for January, we know that the month was slower
than the fourth quarter.  We don't have any better sense than
other market observers as to how long the current recession will
last and we do not yet have visibility of revenue trends," Mr.
Pruitt stated.

"We must respond with both continued rigor in driving our revenue
results as well as permanently reducing our cost structure.  At
McClatchy we are quickly becoming a hybrid print and online news
and information company.  Evidence of our cost reduction efforts
can be found in our results.  Excluding severance and other
benefit charges related to our previously announced restructuring
plans, cash expenses were down 14.4% in the fourth quarter and
were down 11.5% in all of 2008.  This necessary transition to a
more efficient company is especially painful in a horrible economy
and we have had to make some very difficult decisions to keep the
company safe," Mr. Pruitt said.  "Even so, we are determined to
treat our employees well and secure their retirement as best we
can.  So while we have announced that we are freezing our pension
plans and will temporarily suspend 401(k) matching contributions
as of March 31, we will continue to offer competitive benefits for
our employees.  We expect to offer a new 401(k) plan later this
year that will include both a matching contribution (once
reinstated), plus a supplemental contribution that is tied to cash
flow performance.  I recognize the sacrifices our employees are
making to help us get though this difficult time and I appreciate
their loyalty to McClatchy.  I am confident that the McClatchy
team is up to this challenge and we will see brighter days when
the economy finally turns."

Pat Talamantes, McClatchy's chief financial officer, said, "Our
new cost initiatives, combined with our 2008 efforts, are designed
to save approximately $300 million annually before severance
costs.  Approximately $60 million of savings has been realized in
2008, and $44.7 million of severance costs associated with these
programs has been expensed in 2008 and largely paid."

"Despite the downturn in advertising revenues, we still continue
to generate significant cash and are using it to repay debt,"
Talamantes said.  "Our debt at year end is $2.038 billion, down
$433 million from the end of 2007.  Based on our trailing 12
months of cash flow, our leverage ratio is currently 5.1 times
cash flow and our interest coverage ratio is 2.8 times cash flow
as defined by our bank agreement -- well within the allowable
covenant thresholds.  We have $159 million in availability under
our bank credit lines, and have no significant debt maturities
until June 2011.  We believe that we can work through this
difficult environment, and we expect to make further progress in
paying down debt in 2009."

Possible Delisting From NYSE

McClatchy reported that it was notified by the New York Stock
Exchange that it is not in compliance with the NYSE's continued
listing standards.  The NYSE's notice dated February 4, 2009,
indicated that on February 2, 2009, the company's average share
price over the previous 30 trading days was $0.98, which is below
the NYSE's quantitative listing standards.  Such standards require
NYSE listed companies to maintain an average closing price of any
listed security above $1.00 per share for any consecutive thirty
trading-day period.  McClatchy plans to notify the NYSE of its
intent to cure this deficiency and has six months from the date of
the NYSE notice to cure the non-compliance.  The company's Class A
common stock will continue to be listed on the NYSE during this
interim period, subject to compliance with other NYSE listing
requirements and the NYSE's right to reevaluate continued listing
standards.

McClatchy will discontinue issuing monthly revenue and statistical
reports.  McClatchy is among the last newspaper companies to
report advertising results monthly, and without comparable
industry information, management does not believe monthly revenues
are as useful to investors.  The company will continue to provide
revenue trends and other statistical information on a quarterly
basis with its earnings releases.

                   About The McClatchy Company

Headquartered in Sacramento, California, The McClatchy Company
(NYSE: MNI) -- http://www.mcclatchy.com/-- is the third largest
newspaper company in the United States, with 30 daily newspapers,
approximately 50 non-dailies, and direct marketing and direct mail
operations.  McClatchy also operates leading local websites in
each of its markets.  McClatchy-owned newspapers include The Miami
Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The
Kansas City Star, the Charlotte Observer, and The (Raleigh) News &
Observer.

McClatchy also owns a portfolio of premium digital assets,
including 14.4% of CareerBuilder, an online job site, and 25.6% of
Classified Ventures, a newspaper industry partnership that offers
the auto Web site, cars.com, and the rental site, apartments.com.

At Sept. 28, 2008, The McClatchy Company's balance sheet showed
total assets of $3.65 billion, total liabilities of $3.27 billion
and stockholders' equity of about $380.00 million.  For three
months ended Sept. 28, 2008, the company reported net income of
$4.23 million compared with net loss of $1.34 billion for the same
period in the previous year.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 3, 2008,
Fitch Ratings issued there ratings for McClatchy: (i) issuer
default rating 'B-'; (ii) senior secured credit facility 'B+/RR2';
(iii) senior secured term loan 'B+/RR2'; and (iv) senior unsecured
notes/debentures 'CCC/RR6'.  The rating outlook is negative.  The
company has approximately $2.1 billion of debt outstanding.


MEDICAL SOLUTIONS: Lowell Fisher & Shad Stastney Resign
-------------------------------------------------------
On January 27, 2009, Lowell Fisher resigned as President and
Interim Chief Executive Officer of Medical Solutions Management
Inc. stating as reasons Mr. Fisher's wife's recent death and his
"awareness of an ongoing federal investigation that involves
MSMT."  The company has to date had no opportunity to investigate
the underlying substance or circumstances of the investigation.

On January 28, 2009, Shad Stastney resigned from the Board of
Directors effective immediately.

Headquartered in Marlborough, Massachusetts, Medical Solutions
Management, Inc., (OTC BB: MSMT.OB) -- markets and sells
orthopedic and podiatric durable medical equipments in the United
States.  It enables orthopedic and podiatric practices to dispense
an array of durable medical equipment directly to their patients
during office visits through its turnkey programs.  The company
also provides billing services, inventory management, and
insurance verifications, as well as offers related management
services.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 14, 2008,
Boston-based Wolf & Company, P.C., expressed substantial doubt
about Medical Solutions Management Inc.'s ability to continue as
a going concern after auditing the company's financial statements
for the year ended Dec. 31, 2007.

The Company's losses have resulted in an accumulated deficit of
$158,648,786 as of September 27, 2008.  Operating activities
consumed $5,067,386 in cash in the nine months ended
September 27, 2008.  In addition, the Company has negative working
capital of $91,859 as of September 27, 2008.

Medical Solutions Management Inc.'s consolidated balance sheet at
September 27, 2008, showed total assets of $8,103,070, total
liabilities of $8,104,703 and Series D Convertible Preferred stock
of $8,124,432, resulting in total stockholders' deficiency of
$8,126,065.


METROMEDIA STEAKHOUSES: Panel Seeks Subordination of Owner Claims
-----------------------------------------------------------------
According to Bloomberg's Bill Rochelle, the official committee of
unsecured creditors in the bankruptcy cases of Metromedia
Steakhouses Company, L.P., seeks to recharacterize $225 million in
debt as equity or equitably subordinate owner John Kluge's claim
to the claims of creditors.

The Committee alleges, according to the report, that Mr. Kluge's
$165 million loan way back in 1993, which was used to purchase the
Bonanza Steakhouse and Ponderosa Steakhouse restaurant chains, was
a "loan in name only and equity in reality."  The creditors group
notes that the loan was in default for seven years while almost
$52 million of interest was accruing, and Mr. Kluge never
attempted to exercise remedies following the payment default.

The Creditors Committee was authorized to pursue those claims and
actions as part of the arrangements where Mr. Kluge's companies
provided financing for Metromedia's Chapter 11 case, which began
in October.

Plano, Texas-based Metromedia Steakhouses Company, L.P. owned,
operated and franchised family-focused restaurants operating under
the Ponderosa Steakhouse and Bonanza Steakhouse brands

Metromedia and three affiliates filed Chapter 11 petitions on
Oct. 22, 2008 (Bankr. D. Del. Lead Case No. 08-12490).  Judge Mary
Walrath handles the case.  Bruce Grohsgal, Esq., and Laura Davis
Jones, Esq., at Pachulski, Stang, Ziehl Young & Jones LLP,
represent the Debtors in their chapter 11 cases.  In its
bankruptcy petition, Metromedia estimated assets of $1 million to
$10 million and debts of $100 million to $500 million.


METROMEDIA STEAKHOUSES: Wants Electricity Pact Rejection Recalled
-----------------------------------------------------------------
Metromedia Steakhouses Company, L.P., and its affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to reconsider
an earlier order that approved their rejection of an Illinois
Electric Supplier Agreement dated January 5, 2007, between MSC and
MidAmerican Energy Company.

The Debtors had intended to reject a different contract, an
Illinois Retail Electric Supplier Agreement dated Dec. 18, 2006.

MSC and MidAmerican Energy Company are parties to both of the
foregoing contracts, and the description of the two contracts is
similar.  As a result, the Debtors inadvertently listed the 2007
Contract on an exhibit to their Rejection Motion, explains Laura
Davis Jones, Esq., at Pachulski Ziehl & Jones LLP.

Ms. Jones notes that the Debtors are not seeking to reject the
2007 Contract at this time.  Pursuant to the 2007 Contract,
MidAmerican contracts with third party suppliers to ensure that
MSC will receive electric energy and related services for one of
its operating restaurants located in Fairview Heights, Illinois.
Further, the 2007 Contract provides this restaurant with these
critical services on terms that are favorable to the Debtors.  The
Debtors believe they will be substantially prejudiced, and their
estates materially harmed, if the Court refuses to grant their
request and, in turn, requires rejection of the 2007 Contract.
Among other things, rejection of the 2007 Contract would require
the Debtors to immediately locate alternative electricity
providers, with terms that may not be as beneficial as the 2007
Contract.  Conversely, the Debtors believe that MidAmerican would
suffer little, if any, hardship if the Debtors' request is
granted, given the immediacy of the Debtors' request.

                   About Metromedia Steakhouses

Plano, Texas-based Metromedia Steakhouses Company, L.P. owned,
operated and franchised family-focused restaurants operating under
the Ponderosa Steakhouse and Bonanza Steakhouse brands

Metromedia and three affiliates filed Chapter 11 petitions on Oct.
22, 2008 (Bankr. D. Del., Lead Case No. 08-12490).  Judge Mary
Walrath handles the case.  Bruce Grohsgal, Esq., and Laura Davis
Jones, Esq., at Pachulski, Stang, Ziehl Young & Jones LLP,
represent the Debtors in their chapter 11 cases.  In its
bankruptcy petition, Metromedia estimated assets of $1 million to
$10 million and debts of $100 million to $500 million.


MNM PROPERTIES: Case Summary & Four Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: MNM Properties, LLC
        19 S. LaSalle St., Suite 1300
        Chicago, IL 60603

Bankruptcy Case No.: 09-03491

Chapter 11 Petition Date: February 4, 2009

Court: Northern District of Illinois (Chicago)

Judge: Carol A. Doyle

Debtor's Counsel: Chester H. Foster, Jr., Esq.
                  chf@fosterkallen.com
                  Foster, Kallen & Smith
                  3825 W 192nd St.
                  Homewood, IL 60430
                  Tel: (708) 799-6300
                  Fax: (708) 799-6339

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Lake County Treasurer                            $118,738
2293 North Main Street
Crown Point, IN 46307

Woodbury Property Management                     $30,292
2921 Garfield Ave
Highland, IN 46322

Orkin Pest Control                               $127
2640 E. 84th Pl.
Merrillville, IN 46410

Indiana American Water                           $98
P.O. Box 578
Alton, IL 62002

The petition was signed by Mike James, sole member.


MOUNTAIN VIEW: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Mountain View Village Assisted Living and Retirement
        Cottages, LLC
        dba Chehalem Springs Assisted Living Community
        dba Chehalem Springs Senior Living Community
        c/o J Wallace Gutzler
        P.O. Box 3006
        Salem, OR 97302-0006

Bankruptcy Case No.: 08-36991

Debtor-affiliates filing separate Chapter 11 petitions
August 17, 2008:

        Entity                                     Case No.
        ------                                     --------
Anderson Senior Living Property, LLC               08-07255
Briarwood Retirement and                           08-07339
Assisted Living Community, LLC
Century Fields Retirement                          08-07338
  and Assisted Living Community, LLC
Charlotte Oakdale Property, LLC                    08-07256
Colonial Gardens, LLC                              08-36655
Greensboro Oakdale Property, LLC                   08-07257
Hendersonville Senior Living, LLC                  08-36673
Medallion Assisted Living Limited Partnership      08-36638
Mt. Pleasant Oakdale I Property, LLC               08-07258
Mt. Pleasant Oakdale II Property, LLC              08-07259
Nashville Senior Living, LLC                       08-07254
Pinehurst Oakdale Property, LLC                    08-07260
Portland Senior Living, LLC                        08-36630
Stayton SW Assisted Living, L.L.C.                 08-36637
Winston-Salem Oakdale Property, LLC                08-07261

Type of Business: The Debtor owns a housing community.

Chapter 11 Petition Date: December 18, 2008

Court: District of Oregon

Judge: Trish M Brown

Debtor's Counsel: Albert N. Kennedy, Esq.
                  al.kennedy@tonkon.com
                  Leon Simson, Esq.
                  leon.simson@tonkon.com
                  Timothy J. Conway, Esq.
                  tim.conway@tonkon.com
                  Tonkon Torp LLP
                  888 SW 5th Ave., #1600
                  Portland, OR 97204
                  Tel: (503) 802-2013

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
   ------                      ---------------   ------------
Contract Interiors LLC         trade debt        $69,926
Attn: Sunny Shauer
4676 Commercial St., SE
Salem, OR 97302-0006
Tel: (503) 371-7821

Yamhill City Tax Collector     taxes             $57,589
Attn: Ilene Slater
535 NE 5th
McMinnville, OR 97128
Tel: (503) 434-7521

HRH of Colorado                trade debt        $47,404
File 50968
Los Angeles, CA 90074-0968

LRS Architects Inc             trade debt        $22,855

Liberty Mutual                 trade debt        $18,161

Sysco Food Svc                 trade debt        $5,443

Capital Premium Financing      trade debt        $4,101
Inc.

Pike Sign and Graphic          trade debt        $3,205

Office Depot                   trade debt        $3,118

OHCA                           trade debt        $2,762

Forever Green Landscapes       trade debt        $1,750

The Balloon Fair               trade debt        $681

HD Supply Facilities Maint     trade debt        $666

IKON Office Solutions          trade debt        $478

George Washington              trade debt        $384
Plumbing

Mt Hood Solutions              trade debt        $369

Former Resident #MVAL-01       resident refund   $295

Illustratus                    trade debt        $290

Former Resident #MVAL-02       trade debt        $276

A/V Rentals and Svcs           trade debt        260

The petition was signed by Jon M. Harder, manager.


NCI BUILDING: Moody's Downgrades Corp. Family Rating to 'Ba3'
-------------------------------------------------------------
Moody's Investors Service downgraded NCI Building Systems' CFR to
Ba3 from Ba2, and downgraded the ratings of its senior secured
credit facilities to Ba2 from Ba1.  The rating outlook is
negative.

The downgrade is driven by expectations that slowing demand for
the company's products will result in deterioration in a range of
credit metrics over the next year.  The downgrade also reflects
deterioration in the company's liquidity profile, as its
$125 million revolving credit facility is set to mature in June of
2009, and its $180 million 2.125% Convertible Senior Subordinated
Notes due 2024 reach their first put date in November of 2009.
Moody's anticipates that construction of mid-rise commercial
properties will continue to slow through 2009, which will reduce
demand for a range of the company's products, including its core
metal roof and wall systems, and its engineered building systems
for low rise structures.

The negative outlook results from anticipated deterioration in
industry fundamentals, and the company's need to secure sufficient
replacement capital for its put-able bonds.  The low coupon on its
convertible bonds, and their high conversion price, make it likely
that most, if not all, bondholders will exercise their put rights.
Until replacement capital is raised, the company's substantial
cash position, track record for cash generation, and generally
modest trailing credit metrics, only partially mitigate this
liquidity risk.  The cost of replacement capital will likely be
significantly higher, and will therefore weaken interest coverage
metrics.

The last rating action for NCI was on September 9, 2008, when the
corporate family rating was affirmed at Ba2 and ratings were
assigned to proposed credit facilities that ultimately did not
close.

NCI Building Systems, Inc. is one of North America's largest
integrated manufacturers of metal products for the nonresidential
building industry.  NCI is comprised of a family of companies
operating 39 manufacturing facilities across the United States and
Mexico, with additional sales and distribution offices throughout
the nation and Canada.  In its fiscal 2008 ending November 2,
2008, the company generated approximately
$1.76 billion in revenues.


NEW CREATIVE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: New Creative Enterprises, Inc.
        401 Milford Parkway
        Milford, OH 45150

Bankruptcy Case No.: 08-17134

Type of Business: The Debtor sells house accessories like
                  flags, chimes, stepping stones, statuary,
                  birdbaths, bird feeders, birdhouses, lighting,
                  and planters, among other things.

                  See: http://www.ncegifts.com/

Chapter 11 Petition Date: December 19, 2008

Court: Southern District of Ohio (Cincinnati)

Judge: Jeffery P. Hopkins

Debtor's Counsel: W. Timothy Miller, Esq.
                  1800 Star Bank Center
                  Taft Stettinius & Hollister LLP
                  425 Walnut Street
                  Cincinnati, OH 45202
                  Tel: (513) 381-2838
                  miller@taftlaw.com

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
   ------                      ---------------   ------------
Gleacher Mezzanine             Subordinated Note $4,118,294
660 Madison Ave. 19th Floor
New York, NY 10021

Morning Street Capital         Subordinated Note $1,078,852
20 West 22nd Street
12th Floor
New York, NY 10010

Corporate Property             Subordinated Note $719,242
Associates 14, Inc.
50 Rockefeller Plaza
2nd Floor
New York, NY 10020

Hong Kong Oriental Ltd.        Trade Debt        $700,323
Room 909 Star House
3 Salisbury Road
Kowloon, Hong Kong

LEG Partners                   Subordinated Note $539,442
551 Madison Ave.
6th Floor
New York, NY 10022

Chung Mao Limited              Trade Debt        $416,616

Shenzhen Wanbo Industry        Trade Debt        $351,285

Sinomart International         Trade Debt        $270,368

Mighty Riches Holdings, Inc.   Subordinated Note $236,061

Holt Asia LLC                  Trade Debt        $229,133

Rosanco International Co. H.K. Trade Debt        $204,945

Topfair Industry & Trading     Trade Debt        $151,018

Chung Yong Metal Ind Co        Trade Debt        $115,971

Strauss & Troy                 Subordinated Note $97,884

Ropes & Gray                   Legal Fees        $86,481

Good Chance Enterprises        Trade Debt        $85,235
Limited HK

Teters                         Trade Debt        $75,255

Youthful Company (HK) Ltd.     Trade Debt        $65,543

CEVA EGL Global Brokerage      Trade Debt        $53,277

Kang Li Technic (H.K.)         Trade Debt        $45961
Limited

The petition was signed by Benno Duenkelsbuehler, president and
chief executive officer.


NOIVADHANA REALTY: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Noivadhana Realty, LLC
        153 North Lakeshore Drive
        Brookfield, CT 06804

Bankruptcy Case No.: 09-50172

Type of Business: The company is a single asset real estate
                  debtor.

Chapter 11 Petition Date: January 31, 2009

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Scott M. Charmoy, Esq.
                  Charmoy & Charmoy
                  1261 Post Road
                  P.O. Box 804
                  Fairfield, CT 06824
                  Tel: (203) 255-8100
                  Fax: 203-255-8101
                  Email: scottcharmoy@charmoy.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/ctb09-50172.pdf

The petition was signed by Karl Noivadhana, a member of the
company.


NORTEL NETWORKS: JDSU & Opnext Disclose Exposure to Bankruptcy
--------------------------------------------------------------
JDS Uniphase Corporation says revenue for the second fiscal
quarter excluded roughly $10 million for optical communications
products that were shipped to Nortel Networks Inc., for which
payment was not received prior to its bankruptcy filing on
January 14, 2009.  This revenue has been deferred.

JDSU on Thursday reported results for its second fiscal quarter
ended December 27, 2008.  Net revenue for the second fiscal
quarter was $357.0 million and the net loss was $705.3 million,
primarily due to an impairment of goodwill and long-lived assets
of $699.6 million.  This compares to net revenue of
$399.2 million and net income of $21.2 million in the second
fiscal quarter of 2008.

JDSU provides communications test and measurement solutions and
optical products for telecommunications service providers, cable
operators, and network equipment manufacturers.

Meanwhile, Opnext, Inc., reports that operating expenses increased
$6.7 million, or 27.3%, to $31.1 million from
$24.4 million in the quarter ended September 30, 2008. The
sequential increase primarily relates to a $5.7 million goodwill
impairment charge resulting from the current weakness in the
communications market, a $0.9 million increase in bad debt expense
associated with the recent bankruptcy filing by Nortel Networks,
Inc., and the negative effect from foreign currency exchange
fluctuations, partially offset by a decrease in spending for R&D
materials.

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

Nortel Networks Corp., Nortel Networks Inc. and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTHPARK OFFICE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Northpark Office Tower, L.P.
        1415 N. Loop W.
        Mezzanine Level
        Houston, TX 77008

Bankruptcy Case No.: 09-30600

Chapter 11 Petition Date: January 30, 2009

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

Judge: Karen K. Brown

Debtor's Counsel: Calvin C. Braun, Esq.
                  Adair & Myers, P.L.L.C.
                  3120 Southwest Freeway, Suite 320
                  Houston, TX 77098
                  Tel: (713) 522-2270
                  Fax: (713) 522-3322
                  Email: ccb@am-law.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 its 20 largest unsecured
creditors together with its petition.

The petition was signed by Kevin Orton, President of the company.


NOVA CHEMICALS: Moody's Downgrades Corp. Family Rating to 'B2'
--------------------------------------------------------------
Moody's Investors Service lowered Nova Chemicals Corporation's
Corporate Family Rating to B2 from Ba3, its rating on unsecured
notes to B3 from Ba3, and its Speculative Grade Liquidity rating
to SGL-4 from SGL-3.

Furthermore, all of the company's ratings, with the exception of
the SGL, are under review for possible downgrade.  The review will
focus on NOVA's ability to raise additional capital and the likely
timing for these infusions.

These actions follow the company's disclosure of its weaker than
expected fourth quarter financial metrics, the potential for
additional cash outlays in the first quarter, as well as the terms
of an amendment to its $350 million syndicated secured revolving
credit facility.  Under this amendment, the company will receive
covenant relief during the first quarter of 2009, subject to
raising an additional $100 million in financing by February 28,
2009.  Nova is required to raise an additional
$100 million in capital by June 1, 2009 to remain in compliance
with the terms of the amendment.  However, no further covenant
relief is given.  "The two notch downgrade reflects the increasing
liquidity risk and the onerous terms under the new bank
amendment;" stated John Rogers, Senior Vice President at Moody's
"moreover, the ratings could be lowered in the next two weeks, if
the company is unable to conclude the current negotiation for
additional capital."  The capital infusion can be in the form of
debt or equity.

The B2 CFR reflects uncertainty over NOVA's ability to adhere to
the terms of the amended revolver, its unusually weak performance
in the fourth quarter of 2008, and the lack of a sufficient
improvement in the Alberta "Advantage" (relative to US producers)
in January 2009.  The review will also seek to determine the
magnitude of cash that can be generated in 2009 from the announced
cost reduction and streamlining efforts, and if NOVA can take
additional steps to limit any increase in inventories over the
next six months, thereby reducing stress on the company's
liquidity.  NOVA has previously discussed the potential for a
significant reduction in crude oil inventories via a third-party
financial conduit.  However, this funding concept may be difficult
to conclude in the current financial environment.

Ratings downgraded and under review for potential downgrade

NOVA Chemicals Corporation

  -- Corporate family rating to B2 from Ba3
  -- Probability of default to B2 from Ba3
  -- Unsecured notes to B3, LGD4/61% from Ba3, LGD4/57%

Ratings downgraded

  -- Speculative grade liquidity rating to SGL-4 from SGL-3

The last rating action on NOVA was September 23, 2007, when
Moody's changed NOVA's outlook to negative.  The last publication
on NOVA was an Issuer Comment on January 23, 2009 when Moody's
commented that the company's was unlikely to meet the financial
targets set by Moody's that would prevent a downgrade.

Nova Chemicals Company, headquartered in Calgary, Alberta, Canada,
is a leading producer of ethylene and polyethylene.  NOVA reported
revenues of $7.4 billion for 2008.


ON-SITE LA: Case Summary & 21 Largest Unsecured Creditors
---------------------------------------------------------Debtor:
On-Site LA Inc.
        550 South Hope Street, Suite 800
        Los Angeles, CA 90071

Bankruptcy Case No.: 09-10818

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------

On-Site Sourcing, Inc.                             09-10816
Docuforce Financial Corp.                          09-10817

Type of Business: The Debtors provide litigation support services.

Chapter 11 Petition Date: February 4, 2009

Court: Eastern District of Virginia (Richmond)

Judge: Douglas O. Tice Jr.

Debtors' Counsel: Michael A. Condyles, Esq.
                  michael.condyles@kutakrock.com
                  Kutak Rock LLP
                  1111 E. Main Street, Suite 800
                  Richmond, VA 23219-3500
                  Tel: (804) 644-1700

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtors' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Integreon Discovery Solutions  guaranty          $34,000,000
(DC) Inc.
c/o Karen B. Dine, Esq.
1540 Broadway
New York, NY 10036

Clearwell Systems, Inc.                          $660,464
441 Logue Avenue
Mountain View, CA 94043

Key Equipment Finance                            $535,473

Nepasoft Solutions, LLC                          $483,583

Tricom Document Management, Inc.                 $399,591

Open Systems Solutions, Inc.                     $177,397

Canon Financial Services, Inc.                   $166,567

Vornado/Charles E. Smith L.P.                    $133,580

Villaneda, Frank                                 $118,880

One Penn Associates, L.P.                        $124,981

Xerox Corporation                                $112,201

CIT Technology Fin Serv, Inc.                    $93,881

22 Light Street, LLC                             $82,835

GE Capital GE Capital                            $78,259

Kirkland & Ellis LLP                             $77,765

SPRINT                                           $73,346

Dell Financial Services                          $74,181

Tetra Financial Group                            $72,121

Cisco Systems Capital Corp.                      $69,600

Softchoice Corporation                           $68,774

Canon Business Solutions                         $66,555

The petition was signed by Robert Ballou, chief executive officer
and president.


OXFORD BOOKBINDING: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Oxford Bookbinding Company
        3101 Red Lion Road
        Philadelphia, PA 19114

Bankruptcy Case No.: 09-10689

Chapter 11 Petition Date: February 1, 2009

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Aris J. Karalis, Esq.
                  Maschmeyer Karalis P.C.
                  1900 Spruce Street
                  Philadelphia, PA 19103
                  Tel: (215) 546-4500
                  Email: akaralis@cmklaw.com

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

Estimated Debts: $1,000,000 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/paeb09-10689.pdf

The petition was signed by Stewart Gritz, President of the
company.


PAPER INTERNATIONAL: Court Extends Plan Filing Period to June 3
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended Paper International, Inc., and Fiber Management of
Texas, Inc.'s exclusive period to file a plan to June 3, 2009, and
their exclusive period to solicit acceptances of said plan to
Aug. 2, 2009.

In their motion, the Debtors told the Court that they have been
working closely with various parties, including counsel to the
Official Committee of Unsecured Creditors, to evaluate their
options for a proposed sale of Paper International's largest
asset, the stock of Durango McKinley Paper Company.

The Debtors added that their efforts to explore a possible sale of
McKinley have only just begun.

                    About Paper International

Headquartered in Prewitt, New Mexico, Paper International, Inc.
-- http://www.internationalpaper.com/-- is the wholly-owned
direct subsidiary of Corporacion Durango, S.A.B. de C.V., a
corporation organized under the laws of Mexico, which maintains
its principal place of business in Durango, Mexico.  The Debtor
currently owns 100% of the equity shares in Fiber Management of
Texas, Inc., a corporation organized under the laws of Texas, as
well as 100% of the equity shares in non-debtor Durango McKinley
Paper Company, a New Mexico company.  Paper International is a
holding company which has no employees, no operations, and whose
primary assets are its ownership interests in Durango McKinley and
Fiber Management.

Before August 2008, Fiber Management's primary business was the
procurement of paper materials to manufacture recycled paper
products for use by Durango McKinley and other paper manufacturing
affiliates of Corporacion Durango located in Mexico.  In August
2008, Fiber Management ceased procuring fiber and began winding up
all of its business operations.

The company and Fiber Management filed for Chapter 11 protection
on Oct. 6, 2008 (Bankr. S.D. N.Y. Lead Case No.08-13917).  Larren
M. Nashelsky, Esq., and Lorenzo Marinuzzi, Esq., at Morrison &
Foerster LLP, represent the Debtors as counsel.  APS Services,
LLC, serves as the Debtors' crisis managers.  The Debtors
designated Meade Monger, a managing director of AlixPartners, LLP,
an affiliate of AP Services, as its chief restructuring officer.
The Court appointed Kurtzman Carson Consultants, LLC as claims
agent in the Debtors' bankruptcy case.

Corporacion Durango filed a voluntary petition for Chapter 15 on
Oct. 6, 2008 (Bankr. S.D. N.Y. case no. 08-13911) in connection
with its reorganization case in Mexico under Mexico's Ley de
Concurson Mercantiles in the District Court for Civil Matters for
the District of Durango.


PAPER INT'L: Court Sets March 16 Proofs of Claim Filing Deadline
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has set a March 16, 2009 deadline for the filing of proofs of
claim in Paper International, Inc., and Fiber Management of Texas,
Inc.'s bankruptcy cases.

The bar date for any governmental unit holding a prepetition claim
against the Debtor is April 6, 2009.

Proofs of claim must be filed either by U.S. Postal Service mail
or overnight delivery, with Paper International Claims Processing
Center c/o Kurtzman Carson Consultants LLC, 2335 Alaska Avenue, in
El Segundo, CA 90245, or by delivering the original proof of claim
by hand to the aforementioned address and party.

                    About Paper International

Headquartered in Prewitt, New Mexico, Paper International, Inc.
-- http://www.internationalpaper.com/-- is the wholly-owned
direct subsidiary of Corporacion Durango, S.A.B. de C.V., a
corporation organized under the laws of Mexico, which maintains
its principal place of business in Durango, Mexico.  The Debtor
currently owns 100% of the equity shares in Fiber Management of
Texas, Inc., a corporation organized under the laws of Texas, as
well as 100% of the equity shares in non-debtor Durango McKinley
Paper Company, a New Mexico company.  Paper International is a
holding company which has no employees, no operations, and whose
primary assets are its ownership interests in Durango McKinley and
Fiber Management.

Before August 2008, Fiber Management's primary business was the
procurement of paper materials to manufacture recycled paper
products for use by Durango McKinley and other paper manufacturing
affiliates of Corporacion Durango located in Mexico.  In August
2008, Fiber Management ceased procuring fiber and began winding up
all of its business operations.

The company and Fiber Management filed for Chapter 11 protection
on Oct. 6, 2008 (Bankr. S.D. N.Y. Lead Case No.08-13917).  Larren
M. Nashelsky, Esq., and Lorenzo Marinuzzi, Esq., at Morrison &
Foerster LLP, represent the Debtors as counsel.  APS Services, LLC
serves as the Debtors' crisis managers.  The Debtors designated
Meade Monger, a managing director of AlixPartners, LLP, an
affiliate of AP Services, as its chief restructuring officer.  The
Court appointed Kurtzman Carson Consultants, LLC as claims agent
in the Debtors' bankruptcy case.

Corporacion Durango filed a voluntary petition for Chapter 15 on
Oct. 6, 2008 (Bankr. S.D. N.Y. case no. 08-13911) in connection
with its reorganization case in Mexico under Mexico's Ley de
Concurson Mercantiles in the District Court for Civil Matters for
the District of Durango.


PATIENT SAFETY: Closes on $2.5 Million of New Senior Notes
----------------------------------------------------------
On January 29, 2009, Patient Safety Technologies, Inc., entered
into a Senior Secured Note and Warrant Purchase Agreement,
pursuant to which, the company sold Senior Secured Promissory
Notes in the principal amount of $2,550,000 and warrants to
purchase 1,530,000 shares of the company's common stock, to
several accredited investors.  The Investors paid $2,000,000 in
cash and converted $550,000 of existing debt and accrued interest
into the new Notes.  The Notes accrue interest at 10% per annum,
throughout the term of the notes, and unless earlier converted
into a Financing Round, have a maturity date of January 29, 2011.
The Warrants have an exercise price of $1.00 and expire on
January 29, 2014.

The Note Holders have the option to participate in the next
issuance of Securities issued by the company for cash or the
exchange of debt, taking place after the Closing and prior to the
Note's maturity date.  The company has the right to prepay the
unpaid principal and interest due on the Notes without any
prepayment penalty.  The Notes are secured by essentially all of
the company's assets including but not limited to the company's
interest in their primary operating subsidiary, SurgiCount Medical
Technologies, Inc.

The financing was completed through a debt placement to one or
more accredited investors and was exempt from registration under
the Securities act of 1933, as amended, pursuant to Section 4(2)
thereof and Rule 506 thereunder.  The Warrants and the shares
issuable upon exercise of the Warrants have not yet been
registered under the Securities Act or any state securities laws.
Unless so registered, those securities may not be offered or sold
absent an exemption from, or in a transaction not subject to, the
registration requirement of the Securities Act and any applicable
state securities laws.

"As hospitals face greater scrutiny, disclosure requirements and
fines related to surgical complications that should be avoidable,
so called 'Never Events', the value proposition of the Safety-
SpongeTM system continues to translate into increased customer
adoption.  The system has been successfully used in over 250,000
procedures at a growing list of leading institutions," stated Dave
Bruce, CEO of Patient Safety Technologies.

                      About Patient Safety

Headquartered in Los Angeles, Patient Safety Technologies Inc.
(OTC BB: PSTX.OB) -- http://www.patientsafetytechnologies.com/--
through its wholly owned subsidiary, SurgiCount Medical Inc., is a
developer and manufacturer of patient safety products including
the Safety-Sponge(TM) System.  The system helps in reducing the
number of retained sponges and towels in patients during surgical
procedures ans allows for faster and more accurate counting of
surgical sponges.

                        Going Concern Doubt

Squar, Milner, Peterson, Miranda & Williamson, LLP, in San Diego,
expressed substantial doubt about Patient Safety 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 reported that the company has
reported recurring losses from operations through Dec. 31, 2007,
and has a significant accumulated deficit and a significant
working capital deficit at Dec. 31, 2007.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $8,807,000, total liabilities of $8,255,000 and stockholders'
equity of $552,000.

At Sept. 30, 2008, the company has an accumulated deficit of
approximately $40.4 million and a working capital deficit of
approximately $5.1 million.  For the nine months ended Sept. 30,
2008, the company incurred a loss of approximately $3.8 million
and has used approximately $3.0 million in cash in its operations.

                   Defaults on Senior Securities

In its Form 10-Q for the quarter ended September 30, 2008, the
company disclosed that it is in the process of attempting to
restructure these debts:

   -- On May 1, 2006, the company entered into a secured
      promissory note with Herbert Langsam, a Class II Director
      of the company, in the principal amount of $500 thousand.
      This note was due to be repaid on Nov. 1, 2006.

   -- On Nov. 13, 2006, the company entered into a secured
      promissory note with Mr. Langsam in the principal amount of
      $100,000.  This note was due to be repaid on May 13, 2007.

   -- On Nov. 1, 2006, the company entered into a convertible
      promissory note with Michael G. Sedlak in the principal
      amount of $71,000. This note was due to be repaid on
      Jan. 31, 2008.


PR PHARMACEUTICALS: Biotech to Write Down EUR997,706
----------------------------------------------------
According to Bloomberg News, KBC Private Equity Fund Biotech will
write down EUR997,706 on its investment in PR Pharmaceuticals Inc.
after the company filed for Chapter 11.

Biotech, Bloomberg relates, said in a statement on its Web site
the writedown includes both its equity investment as well as a
loan.

Colorado-based PR Pharmaceuticals, Inc. --
http://www.prpharm.com/aboutUs.asp?id=43-- is a privately held
biopharmaceutical company focused on developing, bioactive
compounds in sustained-release formulations.  The company
specializes in injectable, biodegradable formulations and has a
significant Intellectual Property position in the encapsulation of
large molecules such as proteins and peptides as well as
encapsulation of classic small molecules into biodegradable
microparticles.  PRP is applying compelling and patented
technology to create a diverse range of candidate pharmaceutical
products to address unmet medical needs.

PR Pharmaceutical, Inc., filed for Chapter 11 on Nov. 14, 2008
(Bankr. D. Col., Case No. 08-28223).  Judge Sidney B. Brooks
handles the Chapter 11 case.  Peter J. Lucas, Esq., at Appel &
Lucas P.C., in Denver, Colorado.  It estimated assets and debts of
$10 million to $50 million each.


PRO STORAGE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Pro Storage, Inc.
        400 West Street
        Uxbridge, MA 01569

Bankruptcy Case No.: 09-40263

Chapter 11 Petition Date: January 27, 2009

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

Judge: Joel B. Rosenthal

Debtor's Counsel: James L. O'Connor, Jr., Esq.
                  Nickless and Phillips, PC
                  625 Main Street
                  Fitchburg, MA 01420
                  Tel: (978) 342-4590
                  Fax: (978) 343-6383
                  Email: joconnor.nandp@verizon.net

The Debtor did not disclose its assets and liabilities in its
petition.

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

The petition was signed by Robert F. Cherrier, President of the
company.


PURE LASER: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Pure Laser Hair Removal & Treatment Clinics, Inc.
        d/b/a Pure Med Spa
        3440 Preston Ridge Road, Suite 450
        Alpharetta, GA 30005

Bankruptcy Case No.: 09-62038

        Entity                                     Case No.
        ------                                     --------
GRF Medspa Broadway Plaza, LLC                     08-85038
GRF Medspa Clackamas Town Center, LLC              08-85311
GRF Medspa North Town Mall, LLC                    08-85315
GRF Medspa Rdmond TownCnenter Mall, LLC            08-85039
GRF Medspac Santa Ana, LLC                         08-85040
GRF Medspa Santa Clara, LLC                        08-85041
GRF Medspa Southcenter, LLC                        08-85042
GRF Medspa Washington Square Mall, LLC             08-85043
GRF Medspa Village at Corte Madera, LLC            08-85044

Chapter 11 Petition Date: January 27, 2009

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

Debtor's Counsel: J. Robert Williamson, Esq.
                  Scroggins and Williamson
                  1500 Candler Building
                  127 Peachtree Street, N.E.
                  Atlanta, GA 30303
                  Tel: (404) 893-3880
                  Email: rwilliamson@swlawfirm.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/ganb09-62038.pdf

The petition was signed by William C. Korner, President of the
company.


QIMONDA AG: To Close Virginia Plant; 1,500 Jobs Affected
--------------------------------------------------------
Nicola Leske and Michael Shields at Reuters report that Qimonda AG
on Tuesday said it will close its plant in Virginia.

Reuters discloses around 1,500 jobs will be affected by the move.

Qimonda executive board member Thomas Seifert, as cited by
Reuters, said the closure of the plant in Sandston near the
Virginia state capital of Richmond "was unavoidable to improve
production efficiency and to focus on the next generation of
chips" called buried wordline technology.

In a Feb. 3 release, Qimonda said given the current macroeconomic
climate, it is not possible to finance a conversion of the
facility for buried wordline technology production.

According to Qimonda, no final decisions have yet been taken
concerning the future structure of the company, including whether
those of its businesses that can be continued will be held through
Qimonda AG or placed in a new company owned by new investors.
However, it noted in the latter case, or if investors cannot be
found to finance the continuation of Qimonda's businesses, Qimonda
AG would likely be liquidated.

In a separate report, Reuters relates European Union Industry
Commissioner Guenter Verheugen told German daily Saechsische
Zeitung in an interview on Tuesday that he sees no chance to save
Qimonda with the tools available to the EU.

"Nobody can save a company whose owner does not want to save it,"
Mr. Verheugen told the paper.  "If a company no longer believes in
a location, then the die is cast in a free market economy."

Mr. Verheugen added that in general, public subsidies must not be
spent in order to bail out companies, Reuters recounts.

Reuters recalls Saxony's Economy Minister Thomas Jurk earlier
asked for EU help for the European chip industry.

As reported in the Troubled Company Reporter on Feb. 4, 2009,
citing Bloomberg News, Qimonda will shut at the end of March
unless an investor is found.

The company is having its first contact with potential investors
and will close by the end of March if an investor isn't found,
Jaffe's spokesman, who declined to be named, told Bloomberg News
in a telephone interview from Munich.

As reported in the Troubled Company Reporter, Qimonda 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.

According to Bloomberg News, Qimonda filed for insolvency after a
plan announced in December for a loan of EUR325 million
(US$418 million) from the German state of Saxony, Infineon
Technologies AG, Europe's second-largest maker of semiconductors,
and an unidentified Portuguese bank wasn't completed in time.

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


RAILPOWER HYBRID: Voluntary Chapter 15 Case Summary
---------------------------------------------------
Chapter 15 Debtor: Railpower Hybrid Technologies Corp.
                   fdba Railpower Corp.
                   dba Technologies Hybrides Railpower
                       Corporation
                   9955 de Catania Avenue Suite 105
                   Brossard Quebec J4Z 3V5
                   Canada

Chapter 15 Case No.: 09-10198

Type of Business: The Debtor (CA:P) develops, constructs, and
                  markets locomotives and power plants for the
                  transportation and related industries.
                  Railpower makes and sells an array of
                  locomotives for the North American low and
                  medium horsepower locomotive market.  It has
                  also designed and is marketing hybrid power
                  plants for rubber tyred gantry cranes (Eco-
                  Cranes(R)).  Its technologies have broader
                  potential and applications in other markets and
                  industries.

                  See: http://www.railpower.com

Chapter 15 Petition Date: February 5, 2009

Court: Western District of Pennsylvania (Erie)

Judge: Warren W. Bentz

Chapter 15 Petitioner's Counsel: Paul J. Cordaro, Esq.
                                 pjc@camlev.com
                                 Campbell & Levine LLC
                                 1700 Grant Building
                                 Pittsburgh, PA 15219
                                 Tel: (412) 261-0310
                                 Fax: (412) 261-5066

Estimated Assets: $1 million to $10 million

Estimated Debts: $100 million to $500 million


RICHARD FRIEDBERG: Case Summary & Seven Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Richard H. Friedberg
        4 Danbury Avenue
        Westport, CT 06880

Bankruptcy Case No.: 08-51245

Chapter 11 Petition Date: December 18, 2008

Court: District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

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

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
   ------                      ---------------   ------------
Georgia Capital                                  $10,500,000
3525 Piedmont Road, Ste. 305
Atlanta, GA 30305

Epstein, Becker & Green        legal fees        $800,000
250 Park Avenue
New York, NY 10177

Matthew S. Moore, III, Esq.    legal fees        $200,000
1201 Peachtree Street N.E.
400 Colony Square, Ste. 200
Atlanta, GA 30361

Stuart B. Ratner, Esq.         legal fees        $137,912

Thomas M. Shanley, Esq         legal fees        $125,000

Internal Revenue Service                         $1

State of New York, Rev. Coll.                    $1


ROCKETT BURKHEAD: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Rockett, Burkhead & Winslow, Inc.
        8601 Six Forks Road, 7th Fl
        Raleigh, NC 27615

Bankruptcy Case No.: 09-00732

Chapter 11 Petition Date: January 30, 2009

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

Judge: A. Thomas Small

Debtor's Counsel: Kevin L. Sink, Esq.
                  Nicholls & Crampton, P.A.
                  PO Box 18237
                  Raleigh, NC 27619
                  Tel: (919) 781-1311
                  Fax: (919) 782-0465
                  Email: ksink@nichollscrampton.com

Total Assets: $1,582,567

Total Debts: $7,266,796

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

            http://bankrupt.com/misc/nceb09-0053.pdf

The petition was signed by Grant O'Neal, President of the company.


SAMLEE CORP: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Samlee, Corp.
        d/b/a Zeff Photo Supply
        11 Brighton Street
        Belmont, MA 02478

Bankruptcy Case No.: 09-10678

Chapter 11 Petition Date: January 30, 2009

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

Judge: Frank J. Bailey

Debtor's Counsel: Leonard Ullian, Esq.
                  The Law Office Of Ullian & Associates
                  220 Forbes Road, Suite 106
                  Braintree, MA 02184
                  Tel: (781) 848-5980
                  Email: karen@ullianlaw.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 its 20 largest unsecured
creditors together with its petition.


SFK PULP: Moody's Changes Outlook to Negative; Affirms B1 Rating
----------------------------------------------------------------
Moody's Investors Service revised SFK Pulp Fund's rating outlook
to negative from stable and affirmed the company's existing
ratings.  The negative outlook reflects expectations that SFK's
margins will be pressured from rapidly declining global pulp
prices and relatively high virgin fiber costs.  At the same time,
Moody's affirmed SFK's B1 corporate family rating, Ba3 senior
secured debt ratings, and SGL-2 speculative grade liquidity
rating.

Moody's anticipates that declining pulp prices resulting from
excess supply in the global pulp market, high virgin fiber costs
and declining demand from paper producers will put negative
pressure on SFK's margins despite the anticipated benefits from
declining recycled fiber and energy costs, and the weakened
Canadian dollar.  Pulp producers' efforts at taking significant
downtime in recent months to match supply with reduced demand have
not been successful in stabilizing the price of market pulp.

Moody's expects that pulp producers may need to permanently close
some capacity in order to stabilize prices.  SFK has announced
that it will extend its current shut downs at both of its US
recycled mills to help balance its order book with inventory
levels.  This follows downtime taken at its Canadian virgin pulp
mill in December.  Margin compression and weaker debt protection
metrics are expected for the next 12 to 18 months.

SFK's B1 corporate family rating reflects the company's relatively
low cost asset base with good backward integration in energy and
fiber supply, its modest profit margins, and its good liquidity
profile.  Offsetting these strengths is SFK's small scale, single
product focus, geographic concentration and volatile product
profile.  The company has limited operational flexibility with
only one virgin fiber based market pulp mill in Canada and two
recycled based pulp mills in the US.  In addition, the company is
structured to distribute its free cash flow to its unit holders.
Although the company has demonstrated discipline in sizing cash
distributions (and even suspending them) in line with market
conditions, the company's distribution focus corporate structure
constrains the ratings.

The SGL-2 rating, indicating good liquidity, results from the
company's cash balance, good third party liquidity, and
expectations that financial covenants will not limit access to the
credit facility over the next several quarters.  In the current
declining pulp pricing environment, the SGL rating also
incorporates the possibility of negative cash flow over the next
four quarters, but with the cash balance sufficient to fund
capital expenditures and operating expenses.  Moody's considers
the company's alternative liquidity as weak due to the absence of
non-core assets that can be sold to augment liquidity should the
need arise.

Upgrades:

Issuer: SFK Pulp Fund

  -- Senior Secured Bank Credit Facility, Upgraded to LGD3, 37%
     from LGD3, 41%

Outlook Actions:

Issuer: SFK Pulp Fund

  -- Outlook, Changed To Negative From Stable

Moody's last rating action was on September 11, 2006, when SFK was
initially assigned the B1 corporate family rating, Ba3 senior
secured debt ratings, SGL-2 speculative grade liquidity rating and
a stable outlook.

Headquartered in Saint-Felicien, Quebec, SFK is a publicly traded
income trust that operates a northern bleached softwood kraft pulp
mill in Saint-Felicien, Quebec (approximately 450 kilometers north
of Montreal) and two recycled bleached kraft pulp mills in
Menominee, Michigan and Fairmont, West Virginia.


SHAW DEVELOPMENT: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Shaw Development, LLC
        615 Twin Brook Lane
        Joppa, MD 21085

Bankruptcy Case No.: 08-26838

Type of Business: The Debtor operates a homebuilding company.

Chapter 11 Petition Date: December 18, 2008

Court: District of Maryland (Baltimore)

Judge: Robert A. Gordon

Debtor's Counsel: Richard H. Gins, Esq.
                  richard@ginslaw.com
                  The Law Office of Richard H. Gins, LLC
                  3 Bethesda Metro Center, Suite 530
                  Bethesda, MD 20814
                  Tel: (301) 718-1078
                  Fax: (301) 718-8359

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
TMI                                              $1,000,000
1800 One Liberty Place
Philadelphia, PA 19103

EMC Mortgage                                     $191,117
P.O. Box 619063
Dallas, TX 75261

Somerset County Government                       $104,328
P.O. Box 309
30513 Prince William Street
Princess Anne, MD 21853

Southern Builders                                $94,502

City of Crisfield                                $69,423

Barbara Thomas                                   $17,500

Brown & Sheehan                                  $13,642

PASCO Properties                                 $12,865

Ross Excavation                                  $12,200

Tawes Insurance                                  $11,690

Clear Channel                                    $7,350

Scott Drewer & Sons                              $6,500

Celerius                                         $6,150

Captains Quarters Condo                          $5,520
Association

Sobo Productions                                 $496

The petition was signed by James W. Shaw, Jr., managing member.


SILICON GRAPHICS: Dec. 26 Balance Sheet Upside-Down by $136MM
-------------------------------------------------------------
Silicon Graphics Inc. reported $390.4 million in total assets and
$526.5 million in total liabilities, resulting in $136.0 million
stockholders' deficit as of December 26, 2008.

On Thursday, Silicon Graphics announced financial results for its
second fiscal quarter ended December 26, 2008.  Revenue for the
second quarter was $82.8 million, compared to $92.8 million in the
previous quarter and $90.1 million in the second quarter of the
prior year. The company's net loss for the quarter was
$49.2 million, versus a net loss of $33.7 million last quarter and
$42.2 million in the second quarter of the prior year.

Excluding charges for restructuring and impairment of investments,
earnings before interest, taxes, depreciation, and amortization
for the second quarter was a loss of $17.3 million, compared to a
loss of $13.2 million for the previous quarter and a loss of $22.1
million in the second quarter of the prior year.

"With our strong foundation of government customers and our long-
term strategy, our leading products and services continue to gain
traction in a difficult economic situation," said Silicon Graphics
CEO Robert "Bo" Ewald.  "We'll remain focused on our core
strengths and strategy of helping customers solve large data,
compute and visually intensive problems, while we work inside the
company to improve our operations and financial footing."

"Given the economic environment, we are very focused on managing
our expenses and working capital.  We continue to implement the
cost reduction measures we announced in December," said Silicon
Graphics CFO Greg Wood.  "The benefit of these measures should
begin to be seen in the second half of our fiscal year as we take
aggressive action to return to profitability."

"As we move into 2009, we have received very positive feedback
from customers about our current and upcoming products, which
include the recently announced VUE visualization tools and our
ISLE software family," added Mr. Ewald.  "Meanwhile, governments
around the world are beginning to take actions that should
increase investments in IT spending in core government R&D
programs.  Many of our existing customers should see additional
budgets and we are hopeful that we can serve their increasing
needs."

                       About Silicon Graphics

Based in Sunnyvale, California, Silicon Graphics, Inc. (SGIC) --
http://www.sgi.com/-- delivers a complete range of high-
performance server and storage solutions along with industry-
leading professional services and support that enable its
customers to overcome the challenges of complex data-intensive
workflows and accelerate breakthrough discoveries, innovation and
information transformation.


SPECTRUM BRANDS: Seeks to Borrow Up to $235-Mil. in DIP Financing
-----------------------------------------------------------------
Spectrum Brands, Inc., and its 13 debtor affiliates ask Judge
Ronald King of the U.S. Bankruptcy Court for the Western District
of Texas (San Antonio) for authority to obtain up to $235,000,000
of secured postpetition loans from Wachovia Bank, National
Association, as administrative and collateral agent, for a
syndicate of lenders party to the Debtors' existing asset-based
revolving loan agreement.

Judge King convened a hearing February 5, 2009, at 9:30 o'clock
a.m., to consider interim approval of the Debtors' request.  The
Court has yet to rule on the request as of press time.

The DIP Facility, provided under a Ratification and Amendment
Agreement, will be provided by the Debtors' Prepetition Revolving
Lenders and D.E. Shaw & Co., Avenue Capital Management and
Harbinger Management or their affiliates who collectively hold in
excess of 70% of the face amount of outstanding public bonds.

The commitment consists of:

  (i) Revolving Loans in an amount up to $190 million, subject
      to the Borrowing Base and other terms described in the DIP
      Agreement, including a letter of credit facility up to a
      maximum of $20 million and a swingline facility up to a
      maximum of $20 million; and

(ii) a Supplemental Loan, in the form of an asset based
      revolving loan, in an amount up to $45 million.

Availability of funds under the DIP Facility will be subject to a
borrowing base and use of those funds will be limited to a 13-
Week Budget from the week ending January 30, 2009, to the week
ending April 24, 20009, a full-text copy of which is available
for free at http://bankrupt.com/misc/spectrum_budget.pdf

The DIP Loans will be used to boost the Debtors' liquidity
because they do not have sufficient available sources of working
capital and financing to operate their business.

                            DIP Terms

The salient terms of the $235,000,000 DIP Facility are:

  Borrower              Spectrum Brands, Inc.

  Guarantors            Certain of Spectrum Brand's subsidiaries

  DIP Facility          Up to $235 million on a final basis

  DIP Agent             Wachovia Bank, National Association

  Supplemental Loan
  Participants          D.E. Shaw & Co., Avenue Capital
                        Management, and Harbinger Management or
                        their affiliates

  DIP Budget            Each week starting February 11, 2009,
                        Borrower will furnish to DIP Lenders a
                        report that sets forth for the
                        immediately preceding week a comparison
                        of the actual cash receipts, cash
                        disbursements, loan balance and loan
                        availability to the Projected
                        Information for the weekly periods set
                        forth in the DIP Budget on a cumulative,
                        weekly roll-forward basis, together with
                        a certification from the chief financial
                        officer of Borrower that no Material
                        Budget Deviation has occurred.

  Availability and
  Maximum Loans         Amounts available under the DIP Facility
                        are subject to the then current
                        Borrowing Base, and may be borrowed and,
                        after repayment, reborrowed until
                        maturity.

                        The aggregate amount of Revolving Loans
                        available will not exceed at any time
                        the lesser of (x) $190 million and (y)
                        the Borrowing Base minus the
                        Availability Block Loan Maximum Amount.

                        The DIP Facility provides for
                        overadvances up to the Overadvance
                        Maximum Amount, that amount to be
                        determined by Agent in its discretion
                        not to exceed $5 million at any time;
                        provided that Agent and Required Lenders
                        may increase the Overadvance Maximum
                        Amount to $10 million.

                        The Availability Block is $25 million.
                        The Special Agent Loan Maximum Amount is
                        $0.

  Borrowing Base        For the Revolving Loans means, at any
                        time, the amount equal to:

                         (a) the sum of:

                           * 85% of the Eligible Accounts of
                             Borrower and Subsidiary Guarantors
                             minus the Dilution Reserve plus

                           * the lesser of (A) 65% of the Value
                             of Eligible Inventory of
                             Borrower and Designated
                             Subsidiaries, (B) 85% of the Net
                             Recovery Percentage multiplied by
                             the Value of the Eligible Inventory
                             and (C) $120 million minus, without
                             duplication,

                         (b) the Other Reserves, other than the
                             Specified Reserves.

                        The Supplemental Loan Borrowing Base
                        means, at any time, the amount equal to
                        the sum of (i) 100% of the Eligible
                        Accounts of Borrower and Subsidiary
                        Guarantors and (ii) the lesser of (A)
                        100% of the Value of Eligible Inventory
                        of Borrower and Designated Subsidiaries,
                        and (B) 100% of the Net Recovery
                        Percentage multiplied by the Value of
                        the Eligible Inventory minus any amounts
                        available to be borrowed under the
                        Revolving Loans.

  Maturity              The DIP Facility and the Supplemental
                        Loan will mature on the earliest of (a)
                        12 months after the Petition Date, (b)
                        45 days after entry of the Interim Order
                        if the Final Order has not been entered,
                        (c) substantial consummation of a
                        confirmed plan of reorganization, or (d)
                        termination of the commitment with
                        respect to the DIP Facility in
                        accordance with the Loan Documents.

                        If certain exit conditions are satisfied
                        prior to the maturity of the
                        Supplemental Loan, the maturity of the
                        Supplemental Loan will be automatically
                        extended to March 31, 2012; provided
                        that a portion of the Supplemental Loan
                        will be rolled on terms agreed between
                        the Supplemental Loan Participants and
                        the Borrower and will contain waterfall
                        provisions that will give Avenue Capital
                        Management priority as to a portion of
                        the rolled facility.

  Interest              All borrowings under the DIP Facility
                        will bear interest, at Borrower's
                        option, at (i) the Base Rate plus 3.50%
                        per annum, or ii) the Adjusted
                        Eurodollar Rate plus 4.50% per annum,
                        except that, the Supplemental Loan will
                        bear interest at the Adjusted Eurodollar
                        Rate plus 14.50% per annum.  All
                        Swingline Loans are Base Rate Loans.

The DIP Facility provides for customary for credit facilities of
similar nature.

The DIP Facility, each Guarantee and any cash management and
hedging obligations of Borrower owed to a Lender or its
affiliates, whether arising pre- or postpetition, is secured by a
lien on the DIP Collateral and the ABL Collateral only and not on
the Non-ABL Collateral and their proceeds.

All amounts owing by Borrower and the Subsidiary Guarantors under
the DIP Facility at all times will constitute allowed super-
priority administrative expense claims in the Chapter 11 Cases
having priority over all other administrative expenses of the
kind specified in Sections 503(b) and 507(b) of the Bankruptcy
Code, subject only to the Carve-Out Expenses.

The DIP Lenders' claims and security interests in the Collateral
and their Superpriority Claim will be subject only to the right
of payment of these Carve-Out Expenses:

   * statutory fees payable to the U.S. Trustee pursuant to
     Section 1930(a)(6) of Tile 28 of the U.S. Code;

   * fees payable to the Clerk of the Court; and

   * the fees and expenses incurred by professionals retained by
     the Debtors and any committee(s) under Section 327 or
     1103(a), in a cumulative, aggregate sum not to exceed
     $3 million.

The DIP Credit Agreement also provides for the payment of fees
and expenses related to the DIP Facility.  Among others, the
Borrower will pay all costs and expenses and customary
administrative charges incurred by Agent and all costs and
expenses and costs of settlement incurred by Agent, Lenders,
Supplemental Loan Participants and LC Issuers.

  Unused Line Fee       1.00% per annum.

  Up Front Fee          2.00% of the Maximum Credit, which fee
                        will be fully earned and payable on the
                        Closing Date.  With respect to the
                        Supplemental Loan, 3.00% of the Maximum
                        Supplemental Loan Amount, which fee will
                        also be fully earned and payable on the
                        Closing Date.

  Arranger Fee.         1.00% of the Maximum Credit

  Collateral
  Monitoring Fee        $100,000 per annum.

  L/C  Fee              The applicable margin payable for
                        Eurodollar Rate Loans times the average
                        daily maximum aggregate amount available
                        to be drawn under all Letters of Credit
                        payable quarterly in arrears to the
                        Lenders.  In addition, a fronting fee to
                        be agreed upon between an Issuing Bank
                        and the Borrower is payable to the
                        Issuing Bank with respect to Letters of
                        Credit issued by it.  Customary fees
                        will also be assessed by the Issuing
                        Bank.

  Final Approval Fee    With respect to the Supplemental Loan,
                        the Borrower will pay to Supplemental
                        Loan Lender, for the account of the
                        Supplemental Loan Participants, a
                        closing fee in an amount equal to 1.00%
                        of the Maximum Supplemental Loan Amount,
                        which fee will be fully earned and
                        payable on the date upon which the Final
                        Order is entered.

  Prepayment and Exit
  Fees                  With respect to the Supplemental Loan,
                        Borrower will pay to Supplemental Loan
                        Lender, a prepayment fee in an amount
                        equal to 2.00% of any principal amount
                        payable at the time any the principal is
                        repaid.

                        Upon (x) emergence of Borrower from the
                        Chapter 11 Cases, (y) confirmation of a
                        plan of reorganization, other than a
                        plan of reorganization contemplated by
                        the Restructuring Support Agreement, or
                        (z) a material portion of the assets of
                        Borrower or the Subsidiary Loan Parties
                        being sold, transferred or otherwise
                        disposed of pursuant to Section 363 or
                        otherwise, then (i) Supplemental Loan
                        Lender will receive, for the account of,
                        and allocable to, the Supplemental Loan
                        Participants, shares of common equity of
                        Borrower, as reorganized, or the
                        applicable reorganized affiliate or
                        successor to Borrower, equal to 9.9% of
                        the outstanding common stock thereof on
                        a fully diluted basis.

  Rollover Commitment
  Fee                   To the extent the maturity of the
                        Supplemental Loan is extended or the
                        Supplemental Loan is rolled, the
                        Borrower will pay to Supplemental Loan
                        Lenders, for the account of the
                        Supplemental Loan Participants, a
                        rollover fee in an amount equal to 5.00%
                        of the principal amount of the
                        Supplemental Loan as so extended and
                        rolled.

A full-text copy of the DIP Credit Agreement is available for
free at http://bankrupt.com/misc/spectrum_dippact.pdf

On February 4, 2009, the Debtors filed with the Court an amended
DIP Credit Agreement, which included several definitions of terms
but which did not materially modify the terms of the DIP
Facility.  A blacklined version of the DIP Agreement is available
for free at http://bankrupt.com/misc/spectrum_amendeddip.pdf

                       About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc. and 13 subsidiaries filed separate Chapter
11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead Case No.
09-50455).  The Hon. Ronald B. King presides over the cases.  D.
J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr., Esq.,
at Vinson & Elkins LLP, in Houston, Texas; and William B. Kingman,
Esq., in San Antonio, serve as the Debtors' counsel.  Sutherland
Asbill & Brennan LLP acts as special counsel; Perella Weinberg
Partners LP, as financial advisor; Deloitte Tax LLP as tax
consultant; and Logan & Company Inc. as claims and noticing agent.
As of September 30, 2008, Spectrum Brands had $2,247,479,000 in
total assets and $3,274,717,000 in total liabilities.

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


SPECTRUM BRANDS: Has Until Feb. 6 to Use Cash Collateral
--------------------------------------------------------
Judge Ronald King of the U.S. Bankruptcy Court for the Western
District of Texas (San Antonio) granted, on an interim basis,
Spectrum Brands, Inc., and its 13 debtor-affiliates authority to
use the cash collateral securing obligations to their prepetition
lenders.

The Court convened a hearing on February 5, 2009, to consider the
Debtors' request.  The lenders under the Debtors' prepetition
revolving credit and term loan facilities objected to the use of
the cash collateral.  The Lenders and the Debtors negotiated at
arm's-length and in good faith regarding the Debtors' use of the
cash collateral to fund administration of their bankruptcy estates
and continued operation of their businesses.

The Lenders agreed to permit the Debtors to use the cash
collateral to fund payroll obligations and other critical
operating expenses not exceeding $6,000,000.  The Debtors' right
to use cash collateral will terminate on the earliest to occur of:

   -- February 6, 2009, at 5:00 p.m. Eastern Time;
   -- the entry of a Court order terminating that right; or
   -- the entry of a Court order dismissing any of the Debtors'
      Chapter 11 cases or converting any of the Debtors'
      Chapter 11 cases to a case under Chapter 7 of the Bankruptcy
      Code.

The Debtors and the Lenders may mutually agree in writing to an
extension of the cash collateral Period without further Court
order, but may not increase the amount of cash collateral in
excess of the limit without further Court order.

The Debtors have told the Court that, in addition to the need for
the postpetition financing, their other pressing concern is the
need for use of the collateral securing their $1.6 billion
prepetition term loan indebtedness.  The Debtors require use of
the Cash Collateral to be able to pay operating expenses,
including payroll and to pay vendors to ensure a continued supply
of services and materials essential to their continued viability.

If unable to use the Cash Collateral, the Debtors would be unable
to operate their business, their proposed counsel, D.J. Baker,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York,
said.

To the extent of any diminution in value resulting from (i) the
use, sale, or lease of the Prepetition Term Collateral, including
the Cash Collateral, or (ii) the imposition of the automatic stay
pursuant to Section 362 of the Bankruptcy Code, the Debtors
proposed to provide the Prepetition Term Lenders with these
adequate protection, subject to the Carve-Out Expenses;

  (a) the replacement liens on all Postpetition Collateral
      excluding the DIP Collateral; and

  (b) superpriority claims under Section 364(c)(1), junior only
      to the superpriority claims of the DIP Lenders and the
      Carve-Out Expenses.

                       About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc. and 13 subsidiaries filed separate Chapter
11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead Case No.
09-50455).  The Hon. Ronald B. King presides over the cases.  D.
J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr., Esq.,
at Vinson & Elkins LLP, in Houston, Texas; and William B. Kingman,
Esq., in San Antonio, serve as the Debtors' counsel.  Sutherland
Asbill & Brennan LLP acts as special counsel; Perella Weinberg
Partners LP, as financial advisor; Deloitte Tax LLP as tax
consultant; and Logan & Company Inc. as claims and noticing agent.
As of September 30, 2008, Spectrum Brands had $2,247,479,000 in
total assets and $3,274,717,000 in total liabilities.

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


SPECTRUM BRANDS: Seeks Waiver of 341 Meeting & Panel Appointment
----------------------------------------------------------------
Spectrum Brands, Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Western District of Texas (San Antonio)
to enter an order waiving or deferring the (a) scheduling of a
meeting of creditors pursuant to Section 341 of the Bankruptcy
Code and (b) establishment of a general proof of claim bar date.

The Debtors further ask the Court to approve a special notice of
commencement that contains all necessary initial information about
these pre-negotiated cases, including the setting of a disclosure
hearing.

The Debtors' proposed counsel, D.J. Baker, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, in New York, tells Judge Ronald
B. King that in this scenario where the Debtors have filed a
prepackaged plan of reorganization, many of the administrative
procedures that are routine in traditional cases are simply not
necessary.  Indeed, he says those procedures have the potential to
delay confirmation, thereby negatively impacting not only the
Debtors' opportunity for a successful reorganization but also the
interests of all parties.

Mr. Baker asserts that the unimpaired creditors do not need a
meeting to gather information that will help them to protect their
claims under a reorganization plan.  He adds that the noteholders
do not need a meeting given the support they gave to the
restructuring proposed under the Plan.

However, the Debtors state that if the Disclosure Statement is not
approved by April 4, 2009, then the Court may schedule a Section
341 meeting on June 3, 2009.

The Debtors also ask for a deferral or waiver of the appointment
of an official unsecured creditors' committee given that the pre-
negotiated Plan intends to reinstate the claims of general
unsecured creditors, with those claims being paid on terms as
would otherwise apply had the Debtors' bankruptcy cases not been
filed.

The Debtors ask that an appointment of an official creditors'
committee be deferred until June 3, if the Disclosure Statement is
not approved by April 4.  If during the deferral period the
Debtors withdraw the Plan or amend the Plan in a manner that
impairs treatment of general unsecured creditors, the deferral
would automatically terminate and the U.S. Trustee can proceed to
appoint a creditors' committee.

                       About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc. and 13 subsidiaries filed separate Chapter
11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead Case No.
09-50455).  The Hon. Ronald B. King presides over the cases.  D.
J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr., Esq.,
at Vinson & Elkins LLP, in Houston, Texas; and William B. Kingman,
Esq., in San Antonio, serve as the Debtors' counsel.  Sutherland
Asbill & Brennan LLP acts as special counsel; Perella Weinberg
Partners LP, as financial advisor; Deloitte Tax LLP as tax
consultant; and Logan & Company Inc. as claims and noticing agent.
As of September 30, 2008, Spectrum Brands had $2,247,479,000 in
total assets and $3,274,717,000 in total liabilities.

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


SPECTRUM BRANDS: Chapter 11 Filing Cues Moody's 'D' Rating
----------------------------------------------------------
Moody's Investors Service downgraded Spectrum Brand's ratings
following the announcement that it had filed for bankruptcy
protection.  The outlook is negative.

On February 3, 2009, Spectrum Brands filed a pre-negotiated
bankruptcy plan after failing to make a $25.8 million interest
payment on its 7 3/8% Senior Subordinated Notes on February 2,
2009.  If approved, the subordinated note holders, who hold over
$1 billion of subordinated notes in the aggregate, will receive
20% of the outstanding amounts and 100% equity of the company.
Neither the term loan nor the ABL facility is impaired under the
plan that was submitted.  The plan of reorganization will reduce
outstanding debt by $840 million.  Based on the expected
recoveries of the notes and the secured term loan and ABL, Moody's
expects a higher than average overall recovery percentage.

The downgrade of the CFR, PDR and subordinated note reflects the
bankruptcy filing.  "The one notch downgrade of the secured
facilities, despite the two notch downgrade of the CFR and multi
notch downgrade of the PDR, reflects its lack of impairment in the
prepackaged bankruptcy filing, while at the same time recognizing
the increased uncertainty that any bankruptcy filing entails" said
Kevin Cassidy, Senior Credit Office at Moody's Investors Service.
All of Spectrum's ratings will be subsequently withdrawn.

These ratings were downgraded:

  -- Corporate family rating to Caa3 from Caa1;

  -- Probability of default rating to D from Caa2;

  -- $700 million 7.375% senior subordinated bonds due 2015 to Ca
     from Caa3 (LGD4, 62%) - LGD assessment did not change

  -- $350 million variable rate toggle senior subordinated notes
     due 2013 to Ca from Caa3 (LGD4, 62%) - LGD assessment did
     not change $1.55 billion senior secured credit facility due
     2013 to B2 (LGD 2, 11%) from B1 (LGD 2, 13%);

  -- $50 million synthetic letter of credit facility due 2013 to
     B2 (LGD 2, 11%) from B1 (LGD 2, 13%)

Headquartered in Atlanta, Georgia, Spectrum Brands, Inc. is a
global consumer products company with a diverse product portfolio
including consumer batteries, lawn and garden, electric shaving
and grooming, and household insect control.  Spectrum reported
sales of $2.7 billion for the year ended September 2008.
The last rating action was on July 25, 2008.


SPECTRUM BRANDS: Chapter 11 Filing Prompts S&P's 'D' Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Atlanta, Georgia-based Spectrum Brands
Inc. to 'D' from 'CCC+'.  In addition, S&P lowered the issue-level
ratings on the senior secured bank loan and subordinated debt
notes to 'D' from 'B-' and 'CCC-', respectively.

"The rating actions stem from the Feb. 3, 2009 announcement that
Spectrum Brands and its U.S. subsidiaries filed voluntary
petitions for reorganization under Chapter 11 in the U.S.
Bankruptcy Court for the Western District of Texas, San Antonio
Division," said Standard & Poor's credit analyst Susan H. Ding.
The company's non-U.S. operations, which are legally separate, are
not included in the Chapter 11 proceedings.  This follows the
company's failure to make a $25.8 million interest payment that
was due Feb. 2, 2009 on its 7.375% senior subordinated notes due
2015, triggering a default with respect to the notes.  Spectrum
concurrently announced a prenegotiated reorganization plan,
and that it has received commitments for a $235 million in
debtor-in-possession financing from certain of its existing asset-
backed lenders and a participating interest from certain
noteholders.

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


SPEED4U PL: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: SPEED4U, P.L.
        201 Penndale Road
        Wampum, PA 16157

Bankruptcy Case No.: 09-20478

Chapter 11 Petition Date: January 27, 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: $1,000,001 to $10,000,000

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

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

The petition was signed by Thomas W. Silbaugh, President of the
company.


STARWOOD HOTELS: Fitch Downgrades Issuer Default Rating to 'BB+'
----------------------------------------------------------------
Fitch Ratings has downgraded Starwood Hotels & Resorts Worldwide
Inc.'s Issuer Default Rating and outstanding debt ratings:

  -- IDR to 'BB+' from 'BBB-';
  -- Senior unsecured credit facility to 'BB+' from 'BBB-';
  -- Senior unsecured term loans to 'BB+' from 'BBB-';
  -- Senior unsecured notes to 'BB+' from 'BBB-'.

The Rating Outlook remains Negative.  The ratings downgrade
affects Starwood's $1.875 billion credit facility, $1.375 billion
of outstanding term loans, and $2.25 billion of outstanding senior
unsecured notes.

The downgrade reflects the continued rapid deterioration in
lodging operating trends since Fitch revised Starwood's Rating
Outlook to Negative on Dec. 5, 2008.  Last week, Starwood revised
its 2009 operating expectations to a level well below Fitch's
outlook from early December.  Specifically, Starwood now expects a
12% revenue per available room decline in 2009 for its comparable
company-operated properties worldwide and a 15% RevPAR decline for
its owned hotel portfolio, which is exposed to markets under
significant pressure, such as New York, Hawaii and Phoenix.

Currently, Starwood's outlook incorporates flat RevPAR growth by
fourth quarter-2009 (Q4'09), as it anniversaries weakness from
Q4'08 and travel demand trends stabilize.  However, there is
extremely limited operating visibility, and Fitch maintains a
macro economic view of a deepening global recession.  As such,
Fitch's Negative Outlook incorporates the potential for additional
pressure on Starwood's operating performance in 2009 and 2010.

Although cost-cutting measures and supply growth will help to
cushion the EBITDA decline, Starwood's current 2009 outlook
implies a 24%-25% decline in 2009 EBITDA to $875 million, and
year-end debt leverage of roughly 4.1 times (x).  Fitch's current
expectations incorporate a 25%-30% decline in 2009 EBITDA followed
by a generally flat to low-single digit increase in 2010.  In this
scenario, leverage may increase closer to the mid-4x range in
2009, but due to expected debt reduction funded with free cash
flow and a dividend cut, leverage could decline below 4x in 2010.
However, this leverage measure does not incorporate other
adjustments, including operating leases, securitized timeshare
portfolio debt, loan guarantees, and other off-balance sheet
liabilities.  Therefore, Starwood's adjusted leverage would be
above these levels, resulting in weak metrics for the current
rating.

Starwood management expects to remain inside its bank facility
leverage covenant of 4.5x in 2009.  The company is currently in
discussions with its lenders regarding a number of amendments to
the facility that may incorporate an easing of the leverage
covenant and a refinancing of a term loan due this year.
Starwood's three TLs are currently scheduled to mature over the
next 18 months.  The company has a $500 million TL due June 2009,
another $500 million TL due June 2010, and a $375 million TL due
April 2010, but that maturity is extendable until February 2011,
which is when Starwood's revolving credit facility expires.  Fitch
believes the company can meet the 2009 maturity with cash on hand,
proceeds from an IRS settlement and availability on its revolver.

In the event that the company approaches its credit facility
covenant, Fitch believes that it would likely be able to obtain a
waiver or amendment due to its solid free cash flow profile.
The ratings continue to reflect Starwood's solid brands; quality
assets, which include a sizeable, unencumbered owned asset
portfolio that could be used as collateral if needed; and
substantial product and geographic diversification.  In addition,
the ratings are supported by Starwood's solid free cash flow
profile despite the significant industry and economic headwinds.


STATION CASINOS: Moody's Downgrades Corp. Family Rating to 'Ca'
---------------------------------------------------------------
Moody's Investors Service lowered Station Casinos Inc.'s
Probability of Default and Corporate Family ratings to Ca from
Caa3 in response to the company's announcement that it did not
make the February 1, 2009 scheduled interest payment on its 6.5%
senior subordinated notes due 2014.  Moody's also affirmed
Station's Speculative Grade Liquidity Rating of SGL-4 reflecting
weak liquidity.

The company also announced a Solicitation of Acceptance for a
restructuring plan.  The restructuring proposal offers existing
unsecured senior and subordinate bondholders a combination of new
secured notes and cash in exchange for existing bonds at discounts
of 50% and 90%, respectively.

"The downgrade and negative outlook reflect the high probability
that the company will default either through a distressed exchange
of its various debt and credit facilities and/or a Chapter 11
filing" stated Peggy Holloway, Senior Credit Officer at Moody's.

Ratings downgraded:

  -- Corporate Family rating to Ca from Caa3

  -- Probability of Default rating to Ca from Caa3

  -- $250 million six year senior secured bank term loan to B3
     (LGD 2, 11%) from B2 (LGD 2, 11%)

  -- $650 million six year senior secured revolving credit
     facility to B3 (LGD 2, 11%) from B2 (LGD 2, 11%)

  -- Senior unsecured notes to Ca (LGD 3, 49%) from Caa3 (LGD 3,
     49%)

  -- Senior subordinated notes to C (LGD 5, 84%) from Ca (LGD 5,
     84%)

Rating Affirmed

  -- Speculative grade liquidity rating an SGL-4

Moody's last rating action for Station occurred on December 15,
2008 when its Corporate Family rating was downgraded to Caa3 from
Caa2.

Station Casinos, Inc. wholly owns and operates 13 gaming and
entertainment facilities all located in Las Vegas, Nevada.  The
company also holds 50% joint venture interests in five casinos and
manages several Native American gaming facilities.


STERLING MINING: Mulls Bankruptcy; Comments on Mining Lease Rift
----------------------------------------------------------------
Sterling Mining Company is considering all alternatives available
to it to guard its assets and preserve value for its shareholders
including the filing of a reorganization case under the Bankruptcy
Laws and in accordance with Idaho corporate law.

On Thursday, Sterling Mining clarified recent news articles
indicating that the Company had "lost" the lease on the Sunshine
Mine located near Kellogg, Idaho, and the owner of the Mine,
Sunshine Precious Metals intended to repossess the property.
Sterling Mining said that SPMI has in the past and continues to
claim that material defaults have occurred in several provisions
of the mining lease.  These allegations, Sterling Mining said,
have been responded to in a timely manner and the Company does not
believe that any of the defaults are material or non-curable,
although these issues will ultimately likely be determined through
the judicial process. The Company is maintaining a small crew at
the mine on a 24-hour basis for security and basic maintenance.

Sterling Mining also disclosed that Ken Berscht has resigned as a
Director of the Company effective February 3, 2009.  Due to the
resignation of Mr. Berscht, the Company is required to replace him
as signer of a brokerage account located at Cannacord Capital in
Vancouver, BC.  This brokerage account is in the name of the
former subsidiary of the Company, Sterling de Mexico, and the
funds therein belong to the Company.  This process has resulted in
the funds in this account to be placed on hold until a new
signatory authority can be substituted.  The Company is unaware of
any missing funds as has been reported in local news articles. The
Company is working with counsel in Canada and in Mexico to
expedite the release of these funds to the Company.

Sterling Mining said it is committed to keeping its shareholders
and the investment community apprised of all further developments
by providing timely and, to the best of the knowledge of the
Company, accurate reports of the developing situation.

                        Other Developments

In a regulatory filing with the Securities and Exchange
Commission, Sterling Mining disclosed that on December 17, 2008,
it sold its Sterling de Mexico subsidiary and remaining
concessions to Cedar Mountain Exploration for gross proceeds of
$240,000 and 3.8 million shares of Source Exploration Corp.  The
Sterling de Mexico assets encompassed roughly 54,000 hectares,
which included the Panfilo Natera, Jimenez de Teul, La Blanca,
Ojocaliente, La Esperanza and the past producing Barones tailings
project.

On January 16, 2009, Moore & Associates, resigned as Sterling
Mining's independent accountant.  Since learning of the
resignation the Company has been contacting and interviewing
potential successor accounting firms which will fulfill the role
of outside auditor.

On January 21, 2009, Private Capital Group served the Company with
a lawsuit for $1.5 million plus continued interest.

John Ryan, the Company CEO, said in January, "Obviously these are
very difficult times as the Company is faced with numerous
collection actions from creditor parties.  We are answering these
lawsuits and, in limited instances, considering counterclaims if
appropriate.  Concurrently, we remain focused on cost containment
as we continue to seek investment partners to assist with the
financial challenges facing us.  However, given the very difficult
economic climate in general, and the specific problems of the
Company, there can be no assurance that we will have success at
raising additional capital on any terms at this time."

                      About Sterling Mining

Based in Coeur d'Alene, Idaho, Sterling Mining Company (OTCBB:SRLM
and FSE:SMX) -- http://www.SterlingMining.com/-- is a mineral
resource development and exploration company.  The Company has a
long term lease on the Sunshine Mine in North Idaho's Coeur
d'Alene Mining District.  The Sunshine Mine is comprised of 5,930
patented and unpatented acres, and historically produced over 360
million ounces of silver from 1884 until its closure in early
2001.  Sterling Mining leased the Sunshine mine in June 2003,
along with a mill, extensive mining infrastructure and equipment,
a large land package, and a database encompassing a long history
of exploration, development and production.

As of September 30, 2008, Sterling Mining had $31.9 million in
total assets, and $13.2 million in total current liabilities and
$1.6 million in total long-term liabilities.


STEVE MCKENZIE: Case Summary & 40 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Steve Allen McKenzie
        107 Bentley Park Drive
        Cleveland, TN 37312

Bankruptcy Case No.: 08-16987

Chapter 11 Petition Date: December 20, 2008

Court: Eastern District of Tennessee (Chattanooga)

Judge: R. Thomas Stinnett

Debtor's Counsel: Kyle R. Weems, Esq.
                  weemslaw@earthlink.ne
                  Weems & Ronan
                  5312 Ringgold Road, Suite 203
                  Chattanooga, TN 37412
                  Tel: (423) 624-1000

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Green Bank                                       $15,000,000
10201 Parkside Drive
Knoxville, TN 37922

Regions Bank                                     $14,613,595
Department 2521
P.O. Box 2153
Birmingham, AL 35287-2521

Synovus Capital                                  $12,000,000
c/o Burr & Forman
420 N 20th Street., Ste. 3400
Birmingham AL 35203

Integrity Bank                                   $11,561,056
1650 Cumberland Parkway
Smyrna, GA 30080

First Tennessee Bank                             $10,000,000
P.O. Box 31
Memphis, TN 37101-0031

Regions Bank                                     $7,500,000
Department 2521
P.O. Box 2153
Birmingham, AL 35287-2521

Community Trust & Banking Co.                    $6,500,000
P.O. Box 747
Ooltewah, TN 37363

Northwest Georgia Bank                           $5,103,815
P.O. Box 789
Ringgold, GA 30736

Regions Bank                                     $4,763,042
Department 2521
P.O. Box 2153
Birmingham, AL 35287-2521

Athens Federal Community Bank                    $4,681,515
106 Washington Ave.
P.O. Box 869
Athens, TN 37371

BB&T                                             $4,453,000
P.O. Box 1847
Wilson, NC 27894

SunTrust Bank                                    $4,500,000
Consumer Loan Payments
P.O. Box 791144
Baltimore, MD 21279-1144

Regions Bank                                     $4,421,514
Department 2521
P.O. Box 2153
Birmingham, AL 35287-2521

SunTrust Bank                                    $3,776,677
Consumer Loan Payments
P.O. Box 791144
Baltimore, MD 21279-1144

National Bank of Tennessee                       $3,750,000
262 East Broadway
Newport, TN 37821

Regions Bank                                     $3,582,749
Department 2521
P.O. Box 2153
Birmingham, AL 35287-2521

Bank of Cleveland                                $3,335,999
75 First Street
Cleveland, TN 37320

Northwest Georgia Bank                           $3,041,631
P.O. Box 789
Ringgold, GA 30736

FSG Bank                                         $3,000,000
817 Broad Street
Chattanooga, TN 37402

Southern Heritage Bank                           $2,955,306
P.O. Box 4730
Cleveland, TN 37320-4730

First Bank of Tennessee                          $1,988,852
P.O. Box 99
Spring City, TN 37381

Sevier County Bank                               $1,800,000
111 East Main Street
P.O. Box 5288
Sevierville, TN 37864

Corn Belt Bank & Trust                           $1,800,000
Attn: Jeff Stark
543 West Jefferson Street
Pittsfield, IL 62363

Regions Bank                                     $1,713,103
Department 2521
P.O. Box 2153
Birmingham, AL 35287-2521

FSG Bank                                         $1,664,108
817 Broad Street
Chattanooga, TN 37402

BB&T                                             $1,648,818
P.O. Box 1847
Wilson, NC 27894

Bank of Cleveland                                $1,561,969
75 First Street
Cleveland, TN 37320

Regions Bank                                     $1,545,000
P O Box 11007
Birmingham, AL 35207

AmSouth Bank/Regions                             $1,407,747
Commercial Loan Servicing
P.O. Box 11407
Birmingham, AL 35246-0054

BB&T                                             $1,383,311
P.O. Box 1847
Wilson, NC 27894

Southeast Bank & Trust                           $1,359,482
P.O. Box 1806
Athens, TN 37371-1806

Cornerstone Community Bank                       $1,247,975
6401 Lee Highway, Suite B
Chattanooga, TN 37421

First Volunteer Bank                             $1,074,812
Ward & Commerce St.
P.O. Box 270
Benton, TN 37307

Bank of Cleveland                                $1,056,500
75 First Street
Cleveland, TN 37320

FSG Bank                                         $982,701
817 Broad Street
Chattanooga, TN 37402

BB&T                                             $927,474
P.O. Box 1847
Wilson, NC 27894

Internal Revenue Service                         $2

Tenn. Dept. of Revenue                           $1

TN Dept of Labor Empl. Sec. Div.                 $1

City of Cleveland                                $1

Glenn Stophel, Trustee                           $1


SYNOVICS PHARMACEUTICALS: Can't File Annual Report on Time
----------------------------------------------------------
Chief Financial Officer Mahendra Desai disclosed in a regulatory
filing dated January 30, 2009, that Synovics Pharmaceuticals,
Inc., cannot timely file its annual report on Form 10-K for the
fiscal year ended October 31, 2008, without unreasonable effort or
expense.

"Based on information available to us at this time, gross profit
increased from approximately $6.6 million in fiscal year ended
2007 to approximately $9 million in fiscal year ended 2008, total
expenses reduced from approximately $16.9 million in fiscal year
ended 2007 to approximately $11.5 million in fiscal year ended
2008, other expense reduced from approximately $10.6 million in
fiscal year ended 2007 to approximately $1.8 million in fiscal
year ended 2008 resulting in the reduction of net loss from
approximately $20.9 million in fiscal year ended 2007 to
approximately $4.3 million for fiscal year ended 2008.  The
improvement in our results of operations is the consequence of our
continued growth in business, tighter conservation of cash, the
impact of our debt and equity financings which have significantly
reduced our outstanding debt and liabilities as well as the
reduction in impairment loss from the non-reoccurrence of an
extraordinary impairment loss which took place in fiscal year
ended 2007," CFO Mahendra Desai said.

                   About Synovics Pharmaceuticals

Based in Ft. Lauderdale, Florida, Synovics Pharmaceuticals Inc.
(OTC BB: SYVC) -- http://www.bionutrics.com/-- through its
subsidiaries, engages in the development, manufacture, and
commercialization of generic over-the-counter (OTC) pharmaceutical
products and generic prescription drug products.  The company's
OTC product categories include analgesics, cough, cold,
antihistamines, asthma relief, and laxatives.  It also offers
private label solid dosage Rx products, including Estratest, a
product used by post-menopausal women.

Synovics Pharmaceuticals packages and distributes its private
label, or store brand OTC products to chain drug stores,
wholesalers, and distributors in the United States.  It has a
strategic partnership with Maneesh Pharmaceuticals Pvt. Ltd.  The
company was founded in 1983.  It was formerly known as Bionutrics
Inc.

                       Going Concern Doubt

Miller, Ellin & Company LLP, in New York, expressed substantial
doubt about Synovics Pharmaceuticals Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Oct. 31,
2007.  The auditing firm stated that the company has negative
working capital and has experienced significant losses and
negative cash flows.

Synovics Pharmaceuticals Inc.'s posted $4.7 million in net losses
on $18.1 million in net revenues for nine months ended July 31,
2008, compared with $16.6 million in net losses on $18.1 million
in net revenues for nine months ended July 31, 2008.

Synovics Pharmaceuticals Inc.'s consolidated balance sheet at
July 31, 2008, showed $23.6 million in total assets and
$19.6 million in total liabilities, and $4.0 million in
stockholders' equity.

At July 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $6.8 million in total current
assets available to pay $14.1 million in total current
liabilities.


TEAM CHEVROLET: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Team Chevrolet, LLC
        PO Box 816
        Smyrna, TN 37167

Bankruptcy Case No.: 09-00838

Chapter 11 Petition Date: January 27, 2009

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtor's Counsel: Samuel K. Crocker, Esq.
                  Crocker & Niarhos
                  611 Commerce St. Ste. 2720
                  Nashville, TN 37203
                  Tel: (615) 726-3322
                  Fax: (615) 726-6330

Total Assets: $3,855,216

Total Debts: $4,732,012

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

            http://bankrupt.com/misc/tnmb09-00838.pdf

The petition was signed by Joseph P. Tortorich, President and CEO
of the company.


TEXTRON FINANCIAL: Moody's Reviews 'Ba1' Minority Shelf Rating
--------------------------------------------------------------
Moody's Investors Service placed all the ratings of Textron Inc.
and its finance subsidiary Textron Financial Corporation under
review for possible downgrade, including the Baa2 senior unsecured
ratings and the Prime-2 short term rating.

The review was prompted by increasing uncertainty in the timing of
collections of TFC's finance receivables and other actions to
raise cash, and potentially weaker cash flow from the Cessna
business jet unit.  Textron plans to draw the entire $3 billion of
its bank credit facilities, including an unexpected additional
$1.2 billion beyond what is needed to repay outstanding commercial
paper.  Moody's anticipated Textron would be steadily reducing
debt from peak levels with the run-off of the TFC receivables and
asset sales, yet the $1.2 billion of increased debt weakens debt
metrics to levels which could be indicative of a lower rating,
particularly if the non-financial operations of Textron weaken.
While this cash could be used to meet TFC's debt maturities later
in the year, the incremental drawdown could also reflect the need
for additional cushion in the collection plans.  Moody's last
rating action cited the expectation that Textron would make near
term progress on asset sales to meet the TFC debt maturities
without relying on the revolver, so a draw beyond the refinancing
of commercial paper was one potential action that could lead to
rating pressure.

The review will consider Textron's plans to raise cash to reduce
debt from this new peak over the rest of the year.  The review
will also evaluate the portfolio quality at TFC, and the rating
could be lowered if charge-offs to average managed assets exceeds
2.5%, or non-performing assets to managed assets exceeds 5.5%.
The rating could be lowered if free cash flow at Textron's non-
finance business were to turn negative, if capital contributions
to TFC exceed Textron's free cash flow, or if the operating margin
at Cessna falls to approach single-digit levels.

On Review for Possible Downgrade:

Issuer: Textron Financial Corporation

  -- Commercial Paper, Placed on Review for Possible Downgrade,
     currently P-2

  -- Junior Subordinated Regular Bond/Debenture, Placed on Review
     for Possible Downgrade, currently Baa3

  -- Senior Unsecured Medium-Term Note Program, Placed on Review
     for Possible Downgrade, currently a range of Baa2 to P-2

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Downgrade, currently Baa2

  -- Senior Unsecured Shelf, Placed on Review for Possible
     Downgrade, currently (P)Baa2

Issuer: Textron Inc.

  -- Commercial Paper, Placed on Review for Possible Downgrade,
     currently P-2

  -- Multiple Seniority Medium-Term Note Program, Placed on
     Review for Possible Downgrade, currently a range of Baa3 to
     Baa2

  -- Multiple Seniority Shelf, Placed on Review for Possible
     Downgrade, currently a range of (P)Ba1 to (P)Baa2

  -- Senior Unsecured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently Baa2

  -- Senior Unsecured Commercial Paper, Placed on Review for
     Possible Downgrade, currently P-2

  -- Senior Unsecured Medium-Term Note Program, Placed on Review
     for Possible Downgrade, currently a range of Baa2 to P-2

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Downgrade, currently Baa2

Issuer: Wichita (City of) KS, Wichita Airport Auth.

  -- Senior Unsecured Revenue Bonds, Placed on Review for
     Possible Downgrade, currently Baa2

Issuer: Greater Orlando Aviation Authority, FL

  -- Senior Unsecured Revenue Bonds, Placed on Review for
     Possible Downgrade, currently a range of Baa2 to P-2

Issuer: Independence (City of) KS

  -- Senior Unsecured Revenue Bonds, Placed on Review for
     Possible Downgrade, currently Baa2

Issuer: Ransomes plc

  -- Senior Unsecured Commercial Paper, Placed on Review for
     Possible Downgrade, currently P-2

Issuer: Textron Capital B.V.

  -- Senior Unsecured Commercial Paper, Placed on Review for
     Possible Downgrade, currently P-2

Issuer: Textron Financial Canada Funding Corporation

  -- Senior Unsecured Medium-Term Note Program, Placed on Review
     for Possible Downgrade, currently Baa2

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Downgrade, currently Baa2

  -- Senior Unsecured Shelf, Placed on Review for Possible
     Downgrade, currently (P)Baa2

Outlook Actions:

Issuer: Textron Financial Corporation

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Textron Inc.

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Ransomes plc

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Textron Capital B.V.

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Textron Financial Canada Funding Corporation

  -- Outlook, Changed To Rating Under Review From Negative

The last rating action on Textron and TFC was a downgrade of the
senior unsecured rating to Baa2, with a negative outlook on
January 20, 2009.  Textron Inc. based in Providence, Rhode Island,
has interests in general aviation, defense, other industrial
operations and commercial finance through Textron Financial
Corporation.


THORNBURG MORTGAGE: Agrees to Exchange $11.1 Million of 8% Notes
----------------------------------------------------------------
Pursuant to exchange agreements dated January 29, 2009, and
January 30, 2009, Thornburg Mortgage, Inc., agreed to exchange
$2,600,000 aggregate principal amount of Company's 8% Senior Notes
due 2013 for 6,063,621 shares of the Company's common stock, par
value $0.01 per share and $3,684,750 aggregate principal amount of
the Company's Senior Subordinated Secured Notes due 2015 for
4,421,700 Shares from certain holders of the Notes.  The Shares
were issued on or about January 29, 2009, and January 30, 2009.
After giving effect to the issuance in the exchange, there were
approximately 457,430,140 shares outstanding.

Pursuant to exchange agreements dated February 2, 2009, and
February 3, 2009, Thornburg Mortgage agreed to exchange $8,562,000
aggregate principal amount of the Company's 8% Senior Notes for
21,138,627 shares of the Company's common stock, par value $0.01
per share, $12,500,700 aggregate principal amount of the Company's
Senior Subordinated Secured Notes due 2015 for 15,000,840 Shares,
and $4,000,000 aggregate principal amount of the Company's
Floating Rate Junior Subordinated Notes due January 2036 for
8,016,527 Shares from certain holders of the Notes.  The Shares
were issued on or about February 2, 2009, and February 3, 2009.
After giving effect to the issuances in the exchanges, there were
approximately 501,652,147 shares outstanding.

The Company issued the Shares pursuant to the exemption from the
registration requirements afforded by Section 3(a)(9) of the
Securities Act of 1933, as amended.

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- is a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable-
rate mortgages.  It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 22, 2008,
Standard & Poor's Ratings Services raised its counterparty credit
rating on Thornburg Mortgage Inc. to 'CC' from 'D'.  At the same
time, S&P also raised its rating on Thornburg's senior notes to
'CC' from 'D'.  The outlook is negative.


TRANSIT TELEVISION: Files for Chapter 7 in Wilmington
-----------------------------------------------------
Torstar Corporation reports the closure of Transit Television
Network.  Each of Transit Television Network, LLC and Transit
Television Network California, LLC has filed a voluntary petition
for relief under Chapter 7 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware.

Torstar expects to take a charge in the fourth quarter of
approximately $1.5 million related to Transit Television Network.

Toronto, Ontario-based Torstar Corporation --
http://www.torstar.com/-- is a broadly based media company listed
on the Toronto Stock Exchange (TS.B).  Its businesses include the
Star Media Group led by the Toronto Star, Canada's largest daily
newspaper and digital properties including thestar.com,
toronto.com, Wheels.ca, Workopolis, Olive Media, and eyeReturn;
Metroland Media Group, publishers of community and daily
newspapers in Ontario; and Harlequin Enterprises, a leading global
publisher of books for women.


TRUMP ENTERTAINMENT: Forbear Agreements Extended to Feb. 11
-----------------------------------------------------------
Trump Entertainment Resorts Holdings, L.P. and Trump Entertainment
Resorts Funding, Inc., said that its noteholders have agreed to
extend their forbearance agreement to Feb. 11, 2009.

Trump did not make the interest payment due December 1, 2008 on
their 8.5% Senior Secured Notes due 2015.

On December 31, 2008, the company obtained a forbearance agreement
from the holders of an aggregate of approximately 70% of the
outstanding principal amount of the Notes, pursuant to which such
holders agreed to forbear from exercising their rights and
remedies under the indenture governing the Notes relating to the
missed interest payment, and from directing the trustee under the
indenture from exercising any such rights and remedies on the
holders' behalf, until January 21, 2009, unless certain events
occur.

On January 21, the parties to the Noteholder Forbearance amended
the Noteholder Forbearance to extend its term until February 4.
On February 4, the parties to the Noteholder Forbearance amended
the Noteholder Forbearance in a second amendment to extend its
term until 4:00 p.m. on February 11, 2009.  No other material
amendments were made.

             Forbearance Under $490MM Term Loan

In addition, on December 31, 2008, the company obtained a
forbearance agreement from the lenders under the company's $490
million senior secured term loan agreement, pursuant to which the
lenders agreed to forbear from exercising certain of their other
rights and remedies that may exist as a result of the missed
interest payment on the Notes, until January 21, 2009, unless
certain events occur.  On January 21, the parties to the Lenders
Forbearance amended the Lenders Forbearance to extend its term
until February 4, and again on February 4, the parties to the
Lenders Forbearance amended the Lenders Forbearance to extend its
terms until 4:00 p.m. on February 11, unless certain events occur.
No other material amendments were made.

Trump said it remains in discussions with its lenders and certain
Note holders regarding a possible restructuring of the company's
capital structure. There can be no assurance that any agreement
with respect to any restructuring will be reached or, if any
agreement is reached, as to the terms thereof.

               About Trump Entertainment Resorts Inc.

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/--  owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the company and, as its non-
executive Chairman, is not involved in the daily operations of the
company.  The company is separate and distinct from Mr. Trump's
privately held real estate and other holdings, which the company
understands encompasses substantially all of his net worth.

As reported in the Troubled Company Reporter on Nov. 12, 2008,
Trump Entertainment Resorts, Inc. reported that for three months
ended Sept. 30, 2008, its net loss was 139.1 million compared to
net income of $6.6 million for the same period in the previous
year.

For nine months ended Sept. 30, 2008, the company's net loss was
$187.6 million compared to net loss of $15.0 million for the same
period in the previous year.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $2.07 billion, total liabilities of $2.03 billion and
shareholders' deficit of about $44.8 million.

                            *     *     *

Trump Entertainment Resorts Inc.'s 8-1/2% senior secured notes due
2015 carry Moody's Investors Service's Caa1 rating which was
placed in April 2008 and Standard & Poor's CCC+ rating which was
placed in May 2008.


VICORP RESTAURANTS: Court Okays March 9 Auction for Assets
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved on
Feb. 4, 2009, bidding procedures for the sale of substantially all
of the assets of VI Acquisition Corp. and VICORP Restaurants to
Fidelity National Special Opportunities, Inc., Newport Global
Opportunities Fund LP and Blue Ribbon Holdings, LLC (the "stalking
horse" bidder), or to another bidder at the auction.

If the stalking horse bidder is not designated as the Successful
Bidder at the conclusion of the auction, the Court also authorized
the payment of a Break-Up fee in the amount equal to 3% of the
Cash Portion of the Purchase Price, a maximum of $1,770,000, based
upon the cash bid of $59,000,000, and an expense reimbursement not
to exceed $750,000.  The Break-Up Fee and Expense Reimbursement
will be paid in cash irrespective of the form of consideration
received by the Debtors.

The auction will take place at 10:00 a.m. Eastern Time on
March 9, 2009, at Reed Smith LLP, 1201 North Market Street, in
Wilmington, Delaware 19801 or such later time or other place as
the Debtors will notify all qualified bidders who have submitted
qualified bids.

The sale approval hearing will be held on March 13, 2009, at 12:30
p.m. Eastern Time at which time the Court will consider approval
of the sale to the purchaser or the successful bidder.  The
deadline for filing objections to the approval of the sale is at
12:00 noon Eastern Time on March 6, 2009.

The deadline for the submission of bids is 12:00 noon (Eastern
Time) on March 6, 2009.

To participate in the bidding process, each potential bidder must
deliver to the Debtors and their bankruptcy counsel:

   (i) an executed confidentiality agreement in form and
       substance satisfactory to the Debtors; and

  (ii) evidence satisfactory to the Debtors, in the Debtors'
       business judgment, that the potential bidder is qualified
       to bid on the purchased assets, has the financial
       capability to consummate the sale, and is able to
       consummate the sale if selected as the successful bidder.

A full-text copy of the Bidding Procedures Order, dated Feb. 4,
2009, is available for free at:

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

Headquartered in Denver, Colorado, VICORP Restaurants, Inc. and VI
Acquisition Corp. -- http://www.vicorpinc.com/-- operate family-
dining restaurants under the Village Inn and Bakers Square brands.
The Debtors also operate 3 pie production facilities that produce
pies that are offered in the Debtors' restaurants and are sold to
select third-party customers including supermarkets and other
restaurant chains.

The Debtors filed separate petitions for Chapter 11 relief on
April 3, 2008 (Bankr. D. Del. Lead Case No. 08-10623).  Kimberly
Ellen Connolly Lawson, Esq., Kurt F. Gwynne, Esq., and Richard A.
Robinson, Esq., at Reed Smith LLP, Ann C. Cordo, Esq., and Donna
L. Culver, Esq., at Morris Nichols Arsht & Tunnell, and Joseph E.
Cotterman, Esq., at Gallagher & Kennedy, P.A., represent the
Debtors as counsel.  The Debtors selected The Garden City
Group, Inc. as their claims agent.  Abhilash M. Raval, Esq.,
Dennis Dunne, Esq., and Samuel Khalil, Esq., at Milbank Tweed
Hadley & McCloy LLP, Domenic E. Pacitti, Esq., and Michael W.
Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg & Ellers,
represent the Official Committee of Unsecured Creditors of the
Debtors.

When the Debtors filed for protection from their creditors, they
listed estimated assets of $100 million to $500 million and debts
of $100 million to $500 million.


VISTEON CORP: Draws $30 Million Under JPMorgan Credit Agreement
---------------------------------------------------------------
On January 28, 2009, Visteon Corporation drew $30 million under
its Credit Agreement, dated as of August 14, 2006, among the
company, certain subsidiaries of the company from time to time
party thereto, and a syndicate of financial institutions,
including JPMorgan Chase Bank, N.A., as administrative agent,
Citicorp USA, Inc., as syndication agent, and Bank of America, NA,
Sumitomo Mitsui Banking Corporation, New York and Wachovia Capital
Finance Corporation (Central), as documentation agents, which
provides for up to $350 million in secured revolving loans. This
borrowing bears interest at a rate per annum of 200 basis points
over LIBOR (approximately 1.2% at date of borrowing) and is due
April 28, 2009.  To date, the Company has borrowed a total of $105
million under the Credit Agreement and had $64 million of
outstanding letters of credit issued thereunder, representing
substantially all of the availability under the Credit Agreement
at this time.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company also has corporate offices
in Shanghai, China; and Kerpen, Germany; the company has
facilities in 26 countries and employs approximately 38,500
people.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 4, 2008,
Visteon Corporation's balance sheet at Sept. 30, 2008, showed
total assets of US$5.9 billion and total liabilities of
US$6.4 billion, resulting in shareholders' deficit of roughly
US$530 million.

The company reported a net loss of US$188 million on total sales
of US$2.11 billion.  For third quarter 2007, Visteon reported a
net loss of US$109 million on sales of US$2.55 billion.  Visteon
reported a net loss of US$335 million for the first nine months of
2008, compared with a net loss of US$329 million for the same
period a year ago.

The TCR said on Jan. 14, 2009, that Standard & Poor's Ratings
Services lowered its corporate credit rating on Visteon Corp. to
'CCC' from 'B-' and removed all the ratings from CreditWatch,
where they had been placed on Nov. 13, 2008, with negative
implications.  The outlook is negative.  At the same time, S&P
also lowered its issue-level ratings on the company's debt.

The TCR reported on Nov. 27, 2008, that Moody's Investors Service
lowered Visteon Corporation's corporate family and probability of
default ratings to Caa2, and Caa1, respectively.  In a related
action, Moody's also lowered the ratings of Visteon's senior
secured term loan to B3 from Ba3, unguaranteed senior unsecured
notes to Caa3 from Caa2, and guaranteed senior unsecured notes to
Caa2 from Caa1.  Visteon's Speculative Grade Liquidity remains
SGL-3.  The outlook is negative.


WAREHOUSE SALES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Warehouse Sales, Inc.
        Attn: Paul Yurasha
        35 Tripp Street
        Framingham, MA 01702

Bankruptcy Case No.: 09-10748

Chapter 11 Petition Date: January 30, 2009

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

Judge: Frank J. Bailey

Debtor's Counsel: James P. Ehrhard, Esq.
                  Ehrhard & Associates, P.C.
                  418 Main Street, 4th Floor
                  Worcester, MA 01608
                  Tel: (50) -791-8411
                  Email: ehrhard@ehrhardlaw.com

Total Assets: $5,602

Total Debts: $1,315,979

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

            http://bankrupt.com/misc/mab09-10748.pdf

The petition was signed by Paul Yurasha, President of the company.


WARNER MUSIC: Revenue Drops to $878 Mil. in First Quarter 2009
--------------------------------------------------------------
Warner Music Group Corp. released its first-quarter financial
results for the period ended December 31, 2008.

For the first quarter 2009, revenue declined 11.2% to
$878 million from $989 million in the prior-year quarter, and was
down 6.3% on a constant-currency basis.  This performance
reflected the ongoing transition in the recorded music industry
characterized by a shift in consumption patterns from physical
sales to new forms of digital music as well as the impact of the
turbulent global economy on retailers.  In addition, domestic
revenue declined 18.8% as a result of particularly difficult
comparisons against domestic recorded music results in the first
quarter of fiscal 2008, which included nearly 4 million units of
Josh Groban's blockbuster album "Noel."  Although international
revenue declined 4.9%, it improved 5.1% on a constant-currency
basis with revenue growth throughout Europe.

Digital revenue of $171 million grew 20.4% over the prior-year
quarter, or 23.9% on a constant-currency basis.  Digital revenue
grew 2.4% sequentially from the fourth quarter of fiscal 2008 and
represented 19.5% of total revenue.  Solid global digital revenue
growth was still impacted by worldwide economic pressures, though
to a lesser extent than physical revenue.

Operating income from continuing operations fell 33.9% to
$41 million from $62 million in the prior-year quarter and
operating margin from continuing operations was down 1.6
percentage points to 4.7%. OIBDA from continuing operations
decreased 17.1% to $107 million from $129 million in the prior-
year quarter and OIBDA margin from continuing operations declined
0.8 percentage points to 12.2%.  The decline in operating income
and OIBDA margins was primarily due to margin benefits in last-
year's comparable quarter related to "Noel" as well as negative
operating leverage from lower sales on a similar fixed-cost base.

Income from continuing operations was $23 million, or $0.15 per
diluted share, for the quarter, up from income from continuing
operations of $2 million, or $0.01 per diluted share, in the
prior-year quarter.  The first quarter of fiscal 2009 included a
gain of $0.24 per diluted share from the gain on the previously
disclosed sale of a minority stake in Front Line Management.

The company reported a cash balance of $549 million as of December
31, 2008, a 33.6% increase from the September 30, 2008 balance of
$411 million and a more than three-fold increase from the December
31, 2007 balance of $160 million.  As of
December 31, 2008, the company reported total long-term debt of
$2.22 billion and net debt (total long-term debt minus cash) of
$1.67 billion.

For the quarter, net cash provided by operating activities was $43
million compared to negative $36 million in the prior-year
quarter.  Free Cash Flow (defined as cash flow from operations
less capital expenditures and cash paid or received for
investments) was $160 million, compared to negative Free Cash Flow
of $155 million in the comparable fiscal 2008 quarter.

Unlevered After-Tax Cash Flow (defined as Free Cash Flow excluding
cash interest paid) was $195 million, compared to negative
Unlevered After-Tax Cash Flow of $104 million in the comparable
fiscal 2008 quarter

Recorded Music

Revenue from the company's Recorded Music business declined 11.9%
from the prior-year quarter to $749 million, and was down 7.4% on
a constant-currency basis.  The decline in constant-currency
revenue primarily reflects strength in Europe, particularly
France, Germany, Spain, and Italy, offset by continued contracting
demand for physical product by U.S. retailers and the soft
economic and retail conditions.

Recorded Music digital revenue of $156 million grew 18.2% over the
prior-year quarter, or 20.9% on a constant-currency basis, and
represented 20.8% of total Recorded Music revenue.  Domestic
Recorded Music digital revenue amounted to $99 million, or 31.4%,
of total domestic Recorded Music revenue.  Year-over-year digital
revenue growth was driven by both global online downloads as well
as mobile.

Major sellers in the quarter included the Twilight soundtrack and
titles from Seal, Nickelback, Enya and Johnny Hallyday.
International Recorded Music revenue declined 3.6% from the prior-
year quarter to $434 million, but was up 6.1% on a constant-
currency basis, while domestic Recorded Music revenue declined
21.3% from the prior-year quarter to $315 million.

Year-over-year revenue differences in the global Recorded Music
business were due to continued contracting demand for physical
product by retailers primarily in the U.S. This was offset by
international strength, which was largely driven by strong local
and international repertoire, increased digital revenue and
revenue from our artist services business as the company continues
to broaden its revenue mix into growing areas of the music
business, including sponsorship, fan club, websites,
merchandising, touring, ticketing, and artist management.

Quarterly Recorded Music operating income from continuing
operations fell 32.6% to $60 million, resulting in an operating
margin from continuing operations of 8.0% compared to 10.5% in the
prior-year quarter.  Recorded Music OIBDA from continuing
operations fell 20.6% to $108 million for the quarter.  Recorded
Music OIBDA margin from continuing operations contracted 1.6
percentage points to 14.4% from the prior-year quarter.  The
margin contraction largely reflected margin benefits in last-
year's quarter related to unusually strong sales from "Noel."

Music Publishing

Music Publishing revenue declined 6.9% from the prior-year quarter
to $134 million, but was up 0.8% on a constant-currency basis.
Music Publishing revenue grew 2.1% domestically and was down 11.3%
internationally, but was flat internationally on a constant-
currency basis.  Digital revenue from Music Publishing grew 50.0%
to $15 million, representing 11.2% of total Music Publishing
revenue.

On a constant-currency basis, the decline in mechanical revenue of
16.4% was offset by a 10.0% increase in synchronization revenue, a
4.3% rise in performance revenue and a strong 66.7% increase in
digital revenue.  The increase in synchronization revenue on a
constant-currency basis was due in part to timing of receipts,
while mechanical revenue weakness primarily reflects an industry-
wide decline in physical record sales.

Music Publishing operating income was $5 million, up 25.0% from $4
million in the prior-year quarter, resulting in an operating
margin of 3.7%, up 0.9 percentage points from the prior-year
quarter.  Music Publishing OIBDA remained flat at $21 million and
OIBDA margin of 15.7% increased 1.1 percentage points from the
prior-year quarter due primarily to the change in sales mix.

"Though facing difficult economic conditions and tough prior-year
comparisons, we executed on our strategy and remain confident in
achieving our long-term goals," said Edgar Bronfman, Jr., Warner
Music Group's Chairman and CEO.  "We continue to develop new music
business solutions and maintain our digital leadership position,
while managing costs, gaining share and delivering strong returns
on A&R investments."

"To enhance financial flexibility, we remain focused on managing
our balance sheet by generating significant free cash flow,
evidenced by our impressive $549 million cash balance," Steve
Macri, Warner Music Group's Executive Vice President and CFO
added.  "Additionally, we still believe that our fiscal 2009
performance will be back-end weighted, due to the timing of our
releases."

                      About Warner Music

Warner Music Group Corp. -- http://www.wmg.com/-- (NYSE: WMG)
is a publicly traded in the United States.  With its broad
roster of new stars and legendary artists, Warner Music Group is
home to a collection of the best-known record labels in the
music industry including Asylum, Atlantic, Bad Boy, Cordless,
East West, Elektra, Lava, Nonesuch, Reprise, Rhino, Roadrunner,
Rykodisc, Sire, Warner Bros. and Word.  Warner Music
International, a leading company in national and international
repertoire, operates through numerous international affiliates
and licensees in more than 50 countries.  Warner Music Group
also includes Warner/Chappell Music, one of the world's leading
music publishers, with a catalog of more than one million
copyrights worldwide.

Outside the United States, the company has two subsidiaries in
Austria, one in Nova Scotia and another in Luxembourg.  It has
Latin American operations in Argentina, Brazil and Chile.

As reported by the Troubled Company Reporter on Nov. 27, 2008,
Warner Music's balance sheet for the full-year ended Sept. 30,
2008, showed total assets of $4.4 billion and total liabilities of
$4.5 billion, resulting in stockholders' deficit of roughly $86
million.


WESTAFF INC: Can't File 2008 Annual Report on Time
--------------------------------------------------
On February 2, 2009, Christa C. Leonard, senior vice president and
chief financial officer, disclosed that Westaff, Inc., is unable
to file its Annual Report on Form 10-K for the fiscal year ended
November 1, 2008, without unreasonable effort or expense because,
among other things, the due diligence process and negotiations
related to its Merger Agreement  with Koosharem Corporation and
Select Merger Sub Inc. diverted significant staff resources and
time from the company's normal process of reviewing and completing
the 2008 Form 10-K.  Westaff is currently in the process of
receiving and reviewing certain financial information necessary to
finalize the 2008 Form 10-K and the consolidated financial
statements.  The company and its independent accountants are
working to complete the 2008 Form 10-K as expeditiously as
possible.  The company expects to file the 2008 Form 10-K on or
before the fifteenth calendar day following the prescribed due
date.

According to Ms. Leonard, Westaff expects to report revenue for
fiscal year 2008 of $324.5 million, representing a decrease of
approximately $115.3 million, or approximately 26.2%, compared to
the revenue for fiscal year 2007.  The company expects to report
an operating loss from continuing operations for fiscal year 2008
of $24.9 million, representing an increase of approximately
$19.4 million, or approximately 352.7%, compared to the operating
loss from continuing operations in fiscal year 2007.  Westaff
expects to report a net loss for fiscal year 2008 of approximately
$46.3 million, representing an increase of approximately $44.4
million, or approximately 2,293.6%, compared to the net loss for
fiscal year 2007.  The company believes the increase in net loss
in fiscal year 2008 compared to fiscal year 2007 is primarily due
to the establishment of a valuation allowance of approximately
$23.2 million against the registrant's deferred tax assets in the
second quarter of fiscal year 2008, the recording of a pre-tax,
non-cash charge of approximately $11.5 million in the third
quarter of fiscal year 2008 related to the impairment of
intangible assets and goodwill of the U.S. operations and the
decline in revenues. These results are estimates and are subject
to change.

                         About Westaff

Based in Walnut Creek, California, Westaff Inc. (Nasdaq: WSTF)
-- http://www.westaff.com/-- provides staffing services and
employment opportunities for businesses in global markets.
Westaff annually employs in excess of 125,000 people and services
more than 20,000 client accounts from more than 177 offices
located throughout the United States, Australia and New Zealand.

                         *     *     *

The company has incurred operating losses and negative operating
cash flow since the second quarter of fiscal 2007, offset by
slight operating income in the fourth quarter of fiscal 2007.  The
company says it expects to incur additional losses in the
future, particularly because of current soft economic conditions.

In addition, the company is currently in default under the primary
credit facility that it uses to finance its operations.   If the
company is unable to obtain a waiver or continued forbearance from
the U.S. Bank National Association on acceptable terms, the
company may be unable to access the funds necessary for its
liquidity requirements or may be unable to obtain letters of
credit under the facility needed for the company to obtain
workers' compensation insurance.  In that case, its business and
operating results would be adversely affected.

The Troubled Company Reporter reported on Dec. 22, 2008, that
Westaff (USA), Inc., a subsidiary of Westaff, Inc., entered into a
Second Amendment to Second Amended and Restated Forbearance
Agreement, with the company, as parent guarantor, certain lenders
party thereto and U.S. Bank National Association, as agent for the
Lenders.  The parties to the Second Amendment to Second Amended
and Restated Forbearance Agreement are parties to a Financing
Agreement, dated as of Feb. 14, 2008.  Pursuant to the terms of
the Second Amendment to Second Amended and Restated Forbearance
Agreement, the Agent and the Lenders have agreed to continue to
forbear from exercising any of their default rights and remedies
through Dec. 19, 2008, with regard to the Existing Events of
Default so long as no additional Events of Default occur through
Dec. 19, 2008.


WESTAFF INC: Signs Merger Agreement With Select Staffing
--------------------------------------------------------
Westaff, Inc., (NASDAQ: WSTF), and Koosharem Corporation, doing
business as Select Staffing, disclosed that they have entered into
a merger agreement under which Select would acquire all of the
outstanding shares of Westaff common stock not held by DelStaff,
LLC, for $1.25 per share in cash, which would represent an
approximate 71% premium to the $0.73 per share closing price of
Westaff's common stock on January 28, 2009.  In a separate
transaction that would occur immediately prior to the proposed
merger, DelStaff would sell all of the Westaff common stock that
it holds, which represents approximately 49.7% of the outstanding
common stock of Westaff, together with approximately $2.7 million
in outstanding subordinated loans previously advanced from
DelStaff to Westaff, to Select in exchange for first lien debt of
Select.

Until the closing of the transactions, Westaff and Select will
continue operations as separate entities.  All of the members of
Westaff's board of directors not affiliated with DelStaff, upon
the unanimous recommendation of a special committee of independent
directors of Westaff, approved the merger agreement and recommend
Westaff stockholders adopt the merger agreement.  Consummation of
the merger is subject to approval of at least 51% of Westaff
stockholders, completion of Select's planned financing, and other
customary closing conditions.  The parties are working towards a
proposed transaction consummation date by the end of March 2009.

DelStaff has agreed to vote its shares in favor of the
transaction.

Select's obligation to consummate the transaction is conditioned
on its ability to finalize existing financing commitments from
Bank of the West and certain other bank lenders on terms
satisfactory to the underwriter of Westaff's existing workers
compensation insurance program and to satisfy contingencies to the
availability of those commitments.  Skadden, Arps, Slate, Meagher
& Flom LLP is acting as legal counsel to Select.  Robert W. Baird
& Co. Incorporated provided a fairness opinion to Westaff's
special committee of independent directors, and Morrison &
Foerster LLP is acting as legal counsel to Westaff and to
Westaff's special committee.

                         About Westaff

Based in Walnut Creek, California, Westaff Inc. (Nasdaq: WSTF)
-- http://www.westaff.com/-- provides staffing services and
employment opportunities for businesses in global markets.
Westaff annually employs in excess of 125,000 people and services
more than 20,000 client accounts from more than 177 offices
located throughout the United States, Australia and New Zealand.

                         *     *     *

The company has incurred operating losses and negative operating
cash flow since the second quarter of fiscal 2007, offset by
slight operating income in the fourth quarter of fiscal 2007.  The
company says it expects to incur additional losses in the
future, particularly because of current soft economic conditions.

In addition, the company is currently in default under the primary
credit facility that it uses to finance its operations.   If the
company is unable to obtain a waiver or continued forbearance from
the U.S. Bank National Association on acceptable terms, the
company may be unable to access the funds necessary for its
liquidity requirements or may be unable to obtain letters of
credit under the facility needed for the company to obtain
workers' compensation insurance.  In that case, its business and
operating results would be adversely affected.

The Troubled Company Reporter reported on Dec. 22, 2008, that
Westaff (USA), Inc., a subsidiary of Westaff, Inc., entered into a
Second Amendment to Second Amended and Restated Forbearance
Agreement, with the company, as parent guarantor, certain lenders
party thereto and U.S. Bank National Association, as agent for the
Lenders.  The parties to the Second Amendment to Second Amended
and Restated Forbearance Agreement are parties to a Financing
Agreement, dated as of Feb. 14, 2008.  Pursuant to the terms of
the Second Amendment to Second Amended and Restated Forbearance
Agreement, the Agent and the Lenders have agreed to continue to
forbear from exercising any of their default rights and remedies
through Dec. 19, 2008, with regard to the Existing Events of
Default so long as no additional Events of Default occur through
Dec. 19, 2008.


WEST HAWK: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: West Hawk Energy USA, LLC
        8310 S. Valley Highway, 3rd Floor
        Englewood, CO 80112

Bankruptcy Case No.: 08-30241

Type of Business: The Debtor provide energy products (e.g. oil
                  and gas) from a variety of sources.  Assets
                  under development include the figure four
                  natural gas property located in the Piceance
                  Basin, Colorado, being developed under a
                  drilling and development agreement; and the
                  Groundhog coal property located in northwest
                  British Columbia.

                  See: http://www.westhawkdevelopment.com/

Chapter 11 Petition Date: December 18, 2008

Court: District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: Cecilia Kupchik, Esq.
                  Kupchik Rossi LLC
                  3171 W. 38th Ave.
                  Denver, CO 80211
                  Tel: (303) 642-3136

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

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

The petition was signed by Gonzalo E. Torres Macchiavello,
president of West Hawk Energy USA LLC.


WETNIGHT RV: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Wetnight RV Sales & Service, Inc.
        P.O. Box 5197
        Terre Haute, IN 47805

Bankruptcy Case No.: 09-80129

Chapter 11 Petition Date: January 30, 2009

Court: United States Bankruptcy Court
       Southern District of Indiana (Terre Haute)

Judge: Frank J. Otte

Debtor's Counsel: David R. Krebs, Esq.
                  Hostetler & Kowalik P.C.
                  101 W. Ohio St. Suite 2100
                  Indianapolis, IN 46204
                  Tel: (317) 262-1001
                  Fax: (317) 262-1010
                  Email: drk@hostetler-kowalik.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 its 20 largest unsecured
creditors together with its petition.

The petition was signed by Thomas J. Wetnight, President of the
company.


W.G. HEATING: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: W.G. Heating & Cooling, Inc., W.G. Heating & Cooling, Inc.
        1402 Industrial Center Drive
        Shelby Township, MI 48315

Bankruptcy Case No.: 09-41868

Chapter 11 Petition Date: January 27, 2009

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

Debtor's Counsels: Adam Samuel Tracy, Esq.
                   The Mercantile Exchange
                   30 S. Wacker Drive
                   Chicago, IL 60606
                   Tel: (312) 496-6607
                   Fax: (630) 689-9471
                   Email: at@tracyfirm.com

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 available
for free at:

            http://bankrupt.com/misc/mieb09-41868.pdf

The petition was signed by William J. Georges, President of the
company.


WILLIAM DEL BIAGGIO: Pleads Guilty to Securities Fraud
------------------------------------------------------
Brandon Bailey and Julia Prodis Sulek at Mercury News report that
William Del Biaggio III has pleaded guilty to securities fraud and
admitted misusing millions he raised from investors to pay for his
lavish lifestyle.

Mr. Del Biaggio, Mercury News says, pleaded guilty to a fraud in
which he used fake collateral to secure $48 million in loans from
banks and business associates, some of which were used to purchase
a stake in the National Hockey League team.

As reported by the Troubled Company Reporter on Oct. 8, 2008, The
Nashville Predators filed a claim with the United States
Bankruptcy Court for the Northern District of California, alleging
damages caused by former team co-owner Mr. Del Biaggio.  Mr. Del
Biaggio's 27% share of the National Hockey League team has been
under the control of the Bankruptcy Court since Mr. Del Biaggio
filed for bankruptcy in June 2008.  Mr. Del Biaggio is under
investigation by U.S. federal authorities, and is facing several
lawsuits which claim that he defrauded lenders when he was
obtaining financing to purchase his share of the team.

Mercury News states that Mr. Del Biaggio admitted to separate
schemes in which he misappropriated at least $20 million from
investors.  Those schemes, says Mercury News, weren't part of the
criminal case.  Mercury News reports that a federal bankruptcy
trustee is now sorting out claims from Mr. Del Biaggio's
creditors, totaling more than $500 million.

According to Mercury News, most of the money came from Mr. Del
Biaggio's old San Jose friends.

Mercury News relates that Mr. Del Biaggio will be sentenced to
federal prison on June 10, 2009, under a plea agreement that could
give him more than eight years in jail.  Mercury News quoted Judge
Charles Breyer as saying, "There's no question he's going to
jail."  According to the report, Judge Breyer said that he will
order restitution, but it's unclear how much money Mr. Del Biaggio
will be able to repay.

Mr. Del Biaggio's home on a hillside in the Almaden area of San
Jose is being sold for $4 million, Mercury News reports.

Menlo Park, California-based BDB Management LLC and its affiliates
filed for Chapter 11 protection on June 7, 2008 (Bankr. N.D.
Calif. Lead Case No. 08-31001).  William J. del Biaggio, III, an
interest holder of the companies, filed for personal chapter 11
bankruptcy on June 6, 2008.  Judith Whitman, Esq., at Diemer
Whitman and Cardosi LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $50 million to
$100 million in assets and $50 million to $100 million in debts.

The TCR reported on July 9, 2008, that Sara L. Kistler, acting
U.S. Trustee for Region 17, appointed R. Todd Nelson as the
chapter 11 trustee in BDB Management LLC and its debtor-
affiliates' bankruptcy cases.

Sand Hill Capital Partners III, the investment fund that Mr. Del
Biaggio co-founded, also filed for chapter 7 bankruptcy.  Sand
Hill disclosed $10.6 million in debts.  Established in 1996, Sand
Hill Capital has four debt funds under management, of which two
are actively investing.  Sand Hill has provided debt financing and
equity co-investing in multiple portfolio companies of top-tier
venture capital firms, including Broadcom, a semiconductor company
specializing in VoIP, wireless networking, and broadband
communications solutions; Commerce One, a provider of On-Demand
Supplier Relationship Management solutions and The Open Supplier
Network; IBahn, a provider of secure broadband-to-go at premium
hospitality locations; and Odwalla, maker of fruit drinks and
snacks.


WINSTAR COMM: Appeals Court Affirms $188MM Ruling vs. Lucent
------------------------------------------------------------
Christine C. Shubert, as Chapter 7 Trustee for the estate of
Winstar Communications, Inc., will have $188.2 million in
additional distributions available for the creditors of the
defunct telecommunications company.

According to Bloomberg News, the U.S. Court of Appeals in
Philadelphia decided that an Alcatel-Lucent SA unit must return to
the trustee of Winstar a $188.2 million loan payment it accepted
in 2000.  As a business partner to the telecommunications company,
Lucent Technologies Inc. was an "insider" under U.S. bankruptcy
law and owes Winstar's trustee the money, the appeals court said.

The three-judge panel noted, "Not only was Lucent both a major
creditor and supplier of Winstar, but, according to the bankruptcy
court, it had the ability to coerce Winstar into a series of
transactions that were not in Winstar's best interests."

"We did disagree with the original court verdict in this
case," said Mary Ward, a spokesman for Paris-based Alcatel-
Lucent. "We are continuing our review of the decision from the
court of appeals and considering our options."
Reserve Posted Ward said Alcatel-Lucent posted a reserve for the
judgment when it was first entered in 2005 and that the ruling
won't affect the company's cash position.

As reported by the Troubled Company Reporter on Dec. 12, 2008, at
a hearing before the Honorable Dolores K. Sloviter, Honorable
Morton I. Greenberg, Honorable Joseph E. Irenas of the U.S. Court
of Appeals for the Third Circuit, Craig Goldblatt, Esq., at
Wilmer Cutler Pickering Hale and Dorr, LLP, in Washington D.C.,
on behalf of Lucent Technologies, Inc., contended that the facts
as found by the U.S. Bankruptcy Court for the District of Delaware
are insufficient to give rise to Lucent's liability to Winstar.

The Bankruptcy Court had found that Christine C. Shubert, the
Chapter 7 Trustee for Winstar Communications, Inc., was entitled
to recover a $188,000,000 repayment of Winstar's debt to Lucent,
which constitutes a preference transfer.  The Bankruptcy Court
also awarded $62,000,000 after finding that Lucent had breached a
contract with a Winstar subsidiary.

The Bankruptcy Court held that Lucent was an insider because
Lucent used its influence over Winstar, which was "derived from
the parties' strategic relationship, to pressure Winstar to
engage in improper transactions."

Mr. Goldblatt argued that the $188,000,000 Repayment is not a
preference transfer, since Lucent received the payment more than
90 days before Winstar's bankruptcy filing.  Moreover, it could
only be a preference if the Winstar Chapter 7 Trustee proved that
Lucent was an insider of Winstar.  To be a person in control, a
creditor must have the power to direct the operations of the
debtor and to exercise managerial control over the debtor's
affairs, Mr. Goldblatt asserted.

                 About Winstar Communications

Based in New York, Winstar Communications, Inc., provides
broadband services to business customers.  The company and its
debtor-affiliates filed for chapter 11 protection on April 18,
2001 (Bankr. D. Del. Case Nos. 01-01430 through 01-01462).  As
part of their chapter 11 restructuring strategy, the Debtors sold
their domestic telecom assets to IDT Winstar Acquisition, Inc.
IDT later sold the Winstar Assets to GVC Networks, LLC, resulting
in the creation of GVCwinstar, a wholly owned subsidiary of GVC
Networks.

On Jan. 24, 2002, the Bankruptcy Court converted the Debtors'
cases to a chapter 7 liquidation proceeding .  Christine C.
Shubert serves as the Debtors' chapter 7 trustee.  The chapter 7
trustee is represented by Fox Rothschild LLP and Kaye Scholer LLP.
When the Debtors filed for bankruptcy, they listed $4,975,437,068
in total assets and $4,994,467,530 in total debts.

The Debtors are currently embroiled in a legal battle before the
U.S. Court of Appeals for the Third Circuit to recover about $200
million in payments made to Lucent Technologies.  The parties also
allege breach of contract claims.

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


XERIUM TECHNOLOGIES: Issues Investor Update
-------------------------------------------
Xerium Technologies, Inc. (NYSE: XRM), issued on February 3, 2009,
an update to shareholders from Stephen R. Light, President, Chief
Executive Officer and Chairman.

Among others, Mr. Light told shareholders about the company's new
three element strategy:

   -- The company plans reduce its financial leverage by
      generating cash in every manner possible and by applying
      this cash to debt reduction.  "This will be accomplished by
      improving the earnings the company derives from its sales
      by removing all non-value adding work from our operations
      and processes and likewise using this increased cash flow
      to reduce debt.

   -- The company plans to develop new products that add clearly
      demonstrative value to its customers, and with these new
      products, earn their loyalty and enjoy improved pricing and
      market share.  "We also will invest modestly in products
      for markets that are parallel to ours where the barriers to
      entry are low and our technology and distribution processes
      make entry attractive."

   -- The company plans to maximize the contribution of every
      person in the organization to these efforts by removing
      performance barriers and developing incentives that serve
      to align their efforts with the first two strategies.  "We
      will have a smaller workforce of the best people, aligned
      to our strategies, and assigned to the tasks most
      appropriate to their skills and abilities."

Mr. Light adds that the company anticipates reporting 2008
revenues in the range of $620 to $640 million and "bank" adjusted
EBITDA increased more than twelve percent compared to 2007.  "At
year end, our balance sheet contained more than $25 million of
cash after having made our loan payments on December 31, 2008."

"Our preliminary results show we managed our Capex investment to
between $36 and $42 million during the year, a substantial
reduction from the $48 million invested in 2007 and reflects our
new strategies.  Much of the spending in 2008 was committed in
late 2007 for the Asia Strategy and could not be cancelled.
Consequently, in 2009 we expect to have ample Capex to serve our
needs."

Mr. Light recounts that plant closures and other personnel actions
during 2008 reduced the company's workforce by nearly 100 people.
More than 230 additional reductions will be implemented in the
first quarter of 2009.

In 2009, Mr. Light said they expect Xerium to generate less
revenue and lower "bank" adjusted EBITDA than in 2008.  "Our
financial models show us in compliance with all of our loan
restrictions and covenants throughout 2009."

A full-text copy of Mr. Light's letter is available for free at:

               http://researcharchives.com/t/s?392f

                    About Xerium Technologies

Based on Youngsville, North Carolina, Xerium Technologies Inc.
(NYSE: XRM) -- http://www.xerium.com/-- manufactures and supplies
two types of consumable products used in the production of paper:
clothing and roll covers.  With 35 manufacturing facilities in 15
countries around the world, Xerium has approximately 3,700
employees.

                          *     *     *


As related in the Troubled Company Reporter on June 5, 2008,
Standard & Poor's Ratings Services affirmed its ratings on Xerium
Technologies Inc., including the 'CCC+' corporate credit rating,
and removed them from CreditWatch, where they were originally
placed with negative implications on March 19, 2008.  At the same
time, S&P assigned a positive outlook.

The TCR on June 9, 2008, reported that Moody's Investors Service
revised Xerium Technologies, Inc.'s outlook to positive from
negative, upgraded its speculative grade liquidity rating to
SGL-3 from SGL-4, and upgraded its probability of default rating
to Caa1 from Caa2.

At Sept. 30, 2008, the company's balance sheet showed total assets
$832.1 million, total liabilities of $821.4 million and
stockholders' equity $10.7 million.

The TCR reported on January 16, 2009, that Xerium Technologies,
Inc., received notification from the New York Stock Exchange that
it was not in compliance with two NYSE standards for continued
listing of the company's common stock on the exchange.


YELLOWSTONE CLUB: CrossHarbor Affiliate May Buy Co. for $100MM
--------------------------------------------------------------
The Associated Press reports that an affiliate of CrossHarbor
Capital Partners LLC has agreed to acquire Yellowstone Club for
$100 million.

Court documents say that the CrossHarbor will pay $30 million in
cash and $70 million in a promissory note for Yellowstone Club.
The AP relates that CrossHarbor has also agreed to invest
$50 million in capital improvements at Yellowstone Club and
$25 million for other expenses.

According to The AP, Yellowstone Club has been valued from
$310 million to $780 million.  Other offers are still being
sought, as the Crossharbor agreement is a "benchmark from which to
start," the report says, citing Yellowstone Club spokesperson Bill
Keegan.

The AP states that CrossHarbor is controlled by club member Sam
Byrne, who in 2007 and 2008 came close to acquiring the
Yellowstone Club for a reported $455 million.

Yellowstone Club attorneys have asked the Hon. Ralph Kirscher of
the U.S. Bankruptcy Court for the District of Montana to move the
deadline for the club to come up with its reorganization plan, in
hopes of attracting "higher and better offers" than the
CrossHarbor deal, The AP reports.  Deadline for the plan is now at
the end of March and would not have to be confirmed until the end
of April, the report states.

According to court documents, a dozen parties have shown interest
in Yellowstone Club, although CrossHarbor and another party have
entered "meaningful acquisition negotiations."

                    About Yellowstone Club

Yellowstone Club -- http://www.theyellowstoneclub.com/-- is a
private golf and ski community with more than 350 members,
including Bill Gates and Dan Quayle.  It is located near Big Sky,
Montana.  It was founded in 1999.

As reported in the Troubled Company Reporter on Nov. 13, 2008,
Yellowstone Club filed for Chapter 11 bankruptcy protection in the
U.S. Bankruptcy Court for the District of Montana.  In its
bankruptcy petition, it listed debts of more than $360 million.


* Paul Driscoll Joins Hampton Roads as Associate General Counsel
----------------------------------------------------------------
Hampton Roads Bankshares, Inc., the financial holding company for
Bank of Hampton Roads, Shore Bank and Gateway Bank & Trust,
reported that Paul A. Driscoll has joined the company as Associate
General Counsel.

Prior to joining Hampton Roads Bankshares, Mr. Driscoll practiced
law for twelve years at Pender & Coward, P.C. in Virginia Beach;
he had served as counsel in the law firm since 2005.  In his
private practice he specialized in bankruptcy and creditors
rights, commercial litigation, and immigration.  Mr. Driscoll is
admitted in the state courts of Virginia and North Carolina as
well as the United States District and Bankruptcy Courts for the
Eastern and Western Districts of Virginia and the United States
District Courts for the Eastern and Middle Districts of North
Carolina.

Mr. Driscoll also has a distinguished military career.  He
currently serves as a Lieutenant Colonel in the United States Army
Reserve and recently returned from active duty in Iraq where he
served as National Police Transition Team Chief, Baghdad.  His
military badges and awards include the Combat Infantryman's Badge,
Ranger Tab, Bronze Star and the Iraq Campaign Medal.
Mr. Driscoll is a cum laude graduate of Washington and Lee
University, where he obtained his undergraduate and law degree.
He is currently pursuing a Master of Strategic Studies at the
United States Army War College.

                   About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. --
www.hamptonroadsbanksharesinc.com -- is a financial holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987; Shore Bank, which opened
in 1961; and Gateway Bank & Trust Co., which opened in 1998.  The
Banks engage in general community and commercial banking business,
targeting the needs of individuals and small to medium-sized
businesses.  Currently, Bank of Hampton Roads operates eighteen
banking offices in the Hampton Roads region of southeastern
Virginia.  Shore Bank serves the Eastern Shore of Maryland and
Virginia through eight banking offices and twenty-two ATMs.
Gateway Bank & Trust Co. serves Virginia and North Carolina
through thirty-seven banking offices.  Through various affiliates,
the Banks also offer mortgage banking services, insurance, title
insurance and investment products.  Shares of the Company's common
stock are traded on the NASDAQ Global Select Market under the
symbol HMPR.  Additional information about the Company and its
subsidiaries can be found at.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 9, 2009,
Standard & Poor's Ratings Services revised the implications of its
CreditWatch review of YRC Worldwide Inc. (CC/Watch Dev/--) to
developing from negative.  The revision follows news of the
Overland Park, Kansas-based trucking company's terminated debt
tender offer and negotiations with its bank group to modify terms
on its revolving credit and asset backed securitization
facilities.

On January 13, the TCR said Fitch Ratings downgraded the Issuer
Default Ratings and debt ratings of YRC (IDR to 'CCC' from 'B';
Secured credit facilities to 'B/RR1' from 'BB/RR1'; and Senior
unsecured to 'C/RR6' from 'CCC+/RR6') and its subsidiary, YRC
Regional Transportation, Inc. (IDR to 'CCC' from 'B'; and Senior
secured notes to 'C/RR6' from 'CCC+/RR6'.)

On February 2, the TCR reported that YRC Worldwide Inc. closed the
first part of the sale and financing leaseback transaction from a
contract with NATMI Truck Terminals, LLC entered on December 19,
2008.  The company received approximately
$101 million of proceeds and expects to receive approximately
$50 million more in the second closing.

In the company's waivers filed with the SEC on January 22, 2009,
it stated that it now has the ability to use the proceeds from
this transaction for operating purposes, which is the company's
current intention.  The company will account for the proceeds as a
financing transaction, therefore, the assets remain on the books
and a lease obligation will be recorded as long-term debt. The
company will recognize the lease payments through interest expense
with no impact to depreciation expense.

As reported by the TCR on January 19, 2009, YRC obtained waivers
under its credit facilities.  The company previously announced
discussions with its banking group to modify certain terms of its
credit facilities, including changes to its leverage ratio, in
addition to early renewal of its asset-backed securitization
facility.  The company's banking group provided waivers for the
credit facilities until mid-February 2009 to allow sufficient time
to amend the facilities and renew the ABS without a delay in
reporting the company's 2008 results scheduled for after market on
January 29, 2009.  Given that YRC canceled its tender offer in
late December and retained the $250 million of cash drawn on the
revolver in October 2008, the company expects its total debt to
exceed 3.5 times (a limit established in its credit facilities)
its trailing 12 months earnings before interest, taxes,
depreciation and amortization as of December 31, 2008.


* FDIC Eyes Over $40 Billion Losses to Deposit Insurance Fund
-------------------------------------------------------------
Michael R. Crittenden and Jessica Holzer at The Wall Street
Journal report that the Federal Deposit Insurance Corp. has
increased its estimate for the cost of U.S. bank failures,
expecting losses to its deposit insurance fund to surpass
$40 billion over the next few years.

WSJ states that bank failures this year has eroded the FDIC's
deposit insurance fund, which declined by more than $10 billion to
$35 billion during the third quarter.  The FDIC had said that $40
billion would be the most likely cost to the fund from 2008
through 2013.

According to WSJ, FDIC is asking the Congress to increase its
credit line with the Treasury to $100 billion from $30 billion and
allow the FDIC to borrow even more in emergency situations.  WSJ
states that the Congress last increased the line of credit with
the Treasury in 1991, from $5 billion to $30 billion.  The report
says that the Financial Services Committee is discussing a
legislation that would increase FDIC's borrowing authority.

WSJ reports that the House legislation sponsored by Financial
Services Committee Chairperson Barney Frank would also make
permanent a temporary increase in the FDIC's deposit insurance
limit to $250,000, from $100,000.

FDIC is also seeking authority to impose special assessments on
bank-holding companies, WSJ relates.  Citing Mr. Bovenzi, WSJ
states that the FDIC should have authority to assess not just
insured depository institutions.

WSJ quoted FDIC Chief Operating Officer John F. Bovenzi as saying,
"The uncertain and changing outlook for bank failures and the
events of the past year have demonstrated the importance of
contingency planning to cover unexpected developments in the
financial-services industry."


* Senate Okays Amendment in TARP to Tighten Executive Pay Limits
----------------------------------------------------------------
Patrick Yoest at The Wall Street Journal reports that the Senate
has approved an amendment on the Treasury Department's Troubled
Asset Relief Program, or TARP, which would tighten executive-
compensation limits for companies getting funds from the program.

President Barack Obama said on Wednesday that he would impose a
$500,000 compensation limit on top executives at firms that
receive "exceptional government" financial support, WSJ states.

WSJ relates that Senate Banking Chairperson Christopher Dodd
proposed the amendment.  According to WSJ, the amendment would
prevent companies receiving TARP funds from paying bonuses to
their 25 highest-paid employees and the Treasury Department could
increase the number of workers prohibited from receiving bonuses
from those firms.  The amendment, says the report, would require a
retroactive review of those companies to determine if they had
given improper bonuses while getting funds from TARP.  The
government could also "claw back" or rescind bonuses or incentives
paid to executives if the pay was based on false earnings reports,
the report states.


* Auto Suppliers Seek Aid from U.S. Treasury
--------------------------------------------
U.S. auto parts suppliers are in talks with the U.S. Treasury for
funding that would
help auto suppliers survive the current  recession and low auto sales
by the Big 3
automakers Ford Motor Company, Chrysler LLC and General Motors Corp.

According to a joint statement by the Motor Equipment and Manufacturing
Association and the Original Equipment Suppliers Association, no formal request
for financial help has been made and no dollar amount has been requested,

Various reports have said that the auto suppliers are asking up to
$20.5 billion in
aid.  Automotive News, citing Neil De Koker, president of the Original
Equipment
Suppliers Association, reported that suppliers are asking Treasury for
$10 billion in
direct loans and another $10.5 billion through the Detroit Three automakers.

According to Bloomberg, the suppliers may ask up to $25 billion from the
Treasury.  Three scenarios for government action include a "quickpay"
program to
speed payments to partsmakers through General Motors Corp. and Chrysler LLC,
the Motor & Equipment
Manufacturers Association trade group said in a presentation this week to the
Treasury Department, Bloomberg said.  No companies were mentioned in the
presentation.

On Dec. 31, 2008, the U.S. Treasury completed a transaction with General Motors
Corp., under which the Treasury will provide GM with up to a total of $13.4
billion in a three-year loan from the Troubled Assets Relief Program,
secured by
various collateral.  On
January 2, 2009, the Treasury provided a three-year $4 billion
loan to Chrysler Holding LLC.

The Treasury has required Chrysler and GM to each submit by Feb. 17 a plan that
would show the firm's long-term viability.  The loan agreement provides for
acceleration of the loan if those goals under the plan, which are
subject to review
by a designee of the U.S. President, are not met.

                 Supplier Group's Joint Statement

As a result of the ongoing credit crisis and resulting reductions in automobile
production, the Motor & Equipment Manufacturers Association (MEMA) and
Original Equipment Suppliers Association (OESA) are exploring options to
address the immediate cash needs and longer term viability of the motor vehicle
parts supplier industry. The associations have been in active
communication with
the U.S. Department of the Treasury, members of Congress and the Obama
administration to address the financial urgency faced by suppliers,
but state that no
formal request has been submitted to Treasury.

"We have had constructive conversations with Treasury and elected officials in
Washington, but no official request has been submitted at this time," said Bob
McKenna, president and CEO of MEMA. "Suppliers now face unprecedented
challenges that have created a crisis in our industry with consequences for the
nation's economy as a whole."

McKenna noted that the supplier industry, which represents the largest
manufacturing sector in the United States, cannot access credit from
traditional
lenders to fund normal operating expenditures. Without immediate credit
availability, an onslaught of supplier company bankruptcies is
inevitable in the
coming weeks and months, which would have a devastating long-term effect on
the U.S. economy, ultimately costing more money and significantly weakening the
country's manufacturing base.

For more than a decade, the parts manufacturing industry has experienced
significant consolidation and will continue to do so. According to OESA, 20,000
companies supplied automakers in 1990; today, that number is less than 5,000,
primarily due to mergers, acquisitions and companies exiting the industry.
However, without access to traditional credit, the attrition that has
been occurring
at a rapid and healthy pace cannot continue.

Considering the interwoven relationships between parts manufacturers and
carmakers, as well as the impact of these organizations on their communities,
supplier bankruptcies will be disruptive to every automaker worldwide
and costly
to the already fragile U.S. economy.

MEMA and OESA have presented national leaders with three options which could
be individually or collectively implemented:

    * Provide funds for vehicle manufacturers that have received
      previous funding through the Troubled Asset Relief Program
      (TARP) to institute an immediate, quicker pay program for
       their suppliers.

    * Guarantee the receivables of suppliers of Chrysler, Ford and
      General Motors. This option will enable suppliers to use
      receivables once again as collateral for working capital
      loans from traditional banking sources.

    * Provide suppliers with direct access to TARP funds.

In addition, MEMA and OESA state that the financial crisis, coupled with a
continued decline in vehicle sales, necessitates the administration's
appointment of
a car czar.

"These options are being evaluated and discussed actively with Treasury and
congressional representatives. Because of the urgency, we believe all options -
including these - should be fully explored, and we will continue to
work with our
nation's leaders on these important issues," said Neil De Koker, OESA president
and CEO. "Action is needed because it is impossible to separate the financial
health of suppliers from that of vehicle manufacturers. The failure of
one or more
key suppliers - large or small - can shut down entire supply chains
and result in
the closing of multiple vehicle assembly plants, directly affecting the future
viability of domestic and foreign manufacturers."

                        About MEMA & OESA

MEMA represents motor vehicle parts suppliers, the nation's largest
manufacturing sector and the largest manufacturing employer in seven states.
These jobs contribute to 4.5 million private sector jobs across the country.
Suppliers manufacture the parts and technology used in domestic production of
more than 11 million new cars and trucks produced each year, and the
aftermarket
products necessary to repair and maintain more than 247 million vehicles on the
road today.  MEMA supports its members through its three market segment
associations, Automotive Aftermarket Suppliers Association (AASA), Heavy Duty
Manufacturers Association (HDMA), and Original Equipment Suppliers
Association (OESA).  For more information on the motor vehicle parts supplier
industry, visit http://www.mema.org/or http://www.automotivesupplier.org/

With over 400 members having global automotive sales exceeding $300 billion,
OESA represents more than 65 percent of North American automotive supplier
sales.  OESA is a market segment association of the Motor & Equipment
Manufacturers Association. More information is available at http://www.oesa.org/


* Bankruptcies Up 27% to 89,000 in January
------------------------------------------
Bill Rochelle of Bloomber says more than 89,000 bankruptcy
petitions were filed in January in the U.S., a 27% rise over the
same month in 2008.

"On an annual basis, filings in January were slightly behind the
almost 1.1 million for 2008 as a whole.  During the past three
years, January had the fewest filings of the year.  By the time
2008 closed, filings for the year were 32 percent more than 2007."

To recall, bankruptcy filings exceeded 1 million for the first
time since Congress changed the law in 2005 by restricting
individuals' ability to discharge debt.  According to Mr.
Rochelle, the all-time record was 2.1 million in 2005, when
Americans filed bankruptcy before the new law became effective.


* BOOK REVIEW: Taking America - How We Got from the First Hostile
-----------------------------------------------------------------
Author: Jeff Madrick
Publisher: BeardBooks
Softcover: 310 pages
Review by Henry Berry

Taking America connotes the indiscriminate buying up of the
nation's assets of large corporations by investment bankers,
insider stock traders, arbitrageurs, and the like. This occurred
in the mid-1970s, when low stock prices made many large
corporations attractive as takeover targets. At the time, they
were not ready for what was going to hit them. This was the
business era when the term "hostile takeover" came into use. Ivan
Boesky, Carl Icahn, and T. Boone Pickens became household names
for their inconceivable, bold attempts to buy out corporations. In
doing so, they would stand to make hundreds of millions of dollars
as the stock of the acquired company rose. But in most cases, such
a stock rise would come at the cost of breaking up the newly-
acquired company by selling off its most prized and valuable
operations and assets or by drastically reducing its work force to
save on wage and benefits costs. In many ways, this wave of
buyouts and mergers fundamentally changed the way corporations did
business; and it changed the way corporations were seen by
businesspersons and the public. Corporations came to be seen not
mainly as businesses relating to a particular business sector or
making a particular product or product line.

Such considerations as operations and growth within a particular
or closely-related sector, employee security, and long-term
strategic planning were swept aside by the single-minded aim of
using a corporation's cash and other assets as leverage to
takeover vulnerable, and often unsuspecting, corporations for
quick, huge profit. Running a corporation became like playing the
stock market. Madrick's Taking America was originally published in
1987, just after this wave of takeovers and mergers waned. But it
waned not from any restoration of rationality or temperance, but
mainly from having succeeded so well. There were scarcely any big
companies worth taking over left after the takeover frenzy, as it
was described by many.

Madrick follows this unprecedented, transformational takeover
spree occurring over the decade of the mid 1970s to the mid 1980s
mainly by following the activities of the key individuals driving
it, and as much as possible getting into their thinking, the
scheming, and the strategies. Most of the participants in the
takeover movement who are referred to in this book were
interviewed by the author. Most of the book's content is based on
these interviews. Other recognizable names in the author's long
listing of individuals he interviewed are Peter Drucker, Richard
Cheney, Robert Rubin, and Felix Rohatyn.

Looking back over this period, Madrick sees a takeover movement
that lost touch with business's first principles. These principles
take into consideration broad economic well-being for employees
and the public, not quickly-gained riches for a few. Although
Boesky and others were heavily fined or imprisoned for illegal
conduct, their view of business and business activity was taken in
by the business field. The "dot-com bubble" of the 1990's, when
many young entrepreneurs in the field of computer technology tried
to create businesses with the hope of soon being taken over by
larger companies, is one instance of the legacy of this takeover
era. The Enron approach to business is another; as are the
business activities, particularly the financial legerdemain, of
WestCom, Tyco, and Adelphia, to name a few. In Taking America,
Madrick sheds much light on the origins of widespread problems in
today's business world.



                            *********

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,
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 ***