TCR_Public/090209.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, February 9, 2009, Vol. 13, No. 39

                            Headlines


11488 WEST: Voluntary Chapter 11 Case Summary
1700 TIOGA: Voluntary Chapter 11 Case Summary
18071 FITCH: Voluntary Chapter 11 Case Summary
32592 VALLE: Voluntary Chapter 11 Case Summary
5215 DEVELOPMENT: Files for Chapter 11 Bankruptcy Protection

ABC PACIFIC: Voluntary Chapter 11 Case Summary
ACHELSWAR HOSPITALITY: Voluntary Chapter 11 Case Summary
ALADDIN SYNTHETIC: Moody's Junks Ratings on $250 Mil. Notes
ALERIS INTERNATIONAL: Moody's Pares Corp. Family Rating to 'Caa3'
ALICE BROYLES: Voluntary Chapter 11 Case Summary

ALLIANCE BANK: California Bank Fails & FDIC Named Receiver
ALLIS-CHALMERS: S&P Downgrades Rating to 'B' From 'B+'
AMERICA INSURANCE: A.M. Best Withdraws "C" Fin'l Strength Rating
AMERICAN GRAPHIC: Voluntary Chapter 11 Case Summary
AMERICAN INTERNATIONAL: SVP Dooley Discloses Stake in Company

AMKIM LLC: Voluntary Chapter 11 Case Summary
ARTISTDIRECT INC: Makes Changes to Capital Structure
AVIS BUDGET: Moody's Downgrades Corp. Family Rating to 'B2'
AVISTAR COMMUNICATIONS: Pares Net Loss to $231,000 in 4th Quarter
BABYSTYLE INC: To Sell Assets Under Chapter 11

BABYSTYLE INC: Voluntary Chapter 11 Case Summary
BEECHCRAFT ACQUISITION: Moody's Downgrades Corp. Rating to 'B3'
BENSALEM BUFFETS: Voluntary Chapter 11 Case Summary
BILLY WILLIAMS: Voluntary Chapter 11 Case Summary
BOOM DRILLING: Obtains Court's Authority to Sell Rig Assets

BOOM DRILLING: Obtains Court's Nod to Sell Oil & Gas Interests
BOOM DRILLING: May Sell Claims and Causes of Action Against Sedna
BON-TON STORES: S&P Gives Negative Outlook; Affirms 'B-' Rating
BRAINTECH INC: Appoints Jerry Osborn as Executive Vice President
BRAINTECH INC: Babak Habibi Resigns as Chief Technology Officer

BRUNO'S SUPERMARKETS: Returns to Chapter 11 After 11 Years
BRUNO'S SUPERMARKETS: DIP Loan to Fund "Orderly Liquidation"
BRUNO'S SUPERMARKETS: Receives Court Approval of 1st Day Motions
BRYANT PARK: Moody's Downgrades Ratings on Various Classes
CA INC: S&P Raises Corporate Credit Rating to 'BBB' From 'BB+'

CARBIZ INC: Illinois Bankruptcy Court Okays SWC Loan Transfer
CARITAS HEALTH: Case Summary & 20 Largest Unsecured Creditors
CDG RESEARCH: Voluntary Chapter 11 Case Summary
CENTRAL GARDEN: Posts $6.2 Million Net Loss for Fiscal 2009 1Q
CHARYS HOLDING: Deutsche Bank Discloses 4.3% Equity Stake

CHEMTURA CORPORATION: Moody's Downgrades Corp. Rating to 'B3'
CHEROKEE INT'L: F&C Asset Mgmt Disposes of All Equity Stake
CHRYSLER LLC: To Shut More Plants As Part of Viability Plan
CITY OF FLINT: Fitch Affirms 'BB+' Rating on $63 Mil. Bonds
CLEARPOINT BUSINESS: Amends Term Note Under Revolving Credit Pact

CLOROX CO: Reports Q2 Results and Updates Fiscal 2009 Outlook
COACHMAN INSURANCE: A.M. Best Hikes FS Rating to "B++" From "B"
CHRISTIAN CORPS: Files for Chapter 11 Bankruptcy Protection
CONTECH LLC: U.S. Trustee Forms Five-Member Creditors Committee
CONTECH LLC: Gets Initial OK to Use $7.2MM CIT Group DIP Facility

CORD BLOOD: Richard Neeson Resigns as Board Member
COSMETIC DENTAL: Voluntary Chapter 11 Case Summary
COUNTRY BANK: Calif. Bank Fails & FDIC Named Receiver
CULEBRA SA: Voluntary Chapter 11 Case Summary
DEAN CONSTRUCTION: Voluntary Chapter 11 Case Summary

DELPHI CORP: Says Value May Not Cover Bankruptcy Debt
DELPHI CORP: GM's Add'l $100-Mil. Aid Tied Up to Treasury Loan
DELPHI CORP: Required to Submit New Plan by February 27
DENNIS BOLZE: Court Declares Missing Businessman Bankrupt
DEX MEDIA: Fitch Junks Issuer Default Rating from 'B'

DILLARD'S INC: S&P Puts 'B+' Rating on CreditWatch Negative
DOLE FOOD: Amends Senior Credit Facilities to Issue Junior Notes
DOLE FOOD: Reports Financial Results for 2008
DOLPHIN REAL ESTATE: Voluntary Chapter 11 Case Summary
EMIRATES INC: Voluntary Chapter 11 Case Summary

ENCAP GOLF: Court Dismisses Chapter 11 Bankruptcy Case
ESPRE Solutions: Voluntary Chapter 11 Case Summary
FAMILY PROPERTIES: Voluntary Chapter 11 Case Summary
FINE DIAMONDS LLC: Sent to Chapter 7 by Nedbank
FIRST ACCEPTANCE: A.M. Best Affirms "B" Financial Strength Rating

FIRSTBANK FINANCIAL: Regulators Close Bank; FDIC Named Receiver
FLUID ROUTING: Wants to Access $12 Million Sun Fluid DIP Facility
FLUID ROUTING: Seeks to Hire Epiq Bankruptcy as Claims Agent
FLUID ROUTING: Case Summary & 30 Largest Unsecured Creditors
FORD MOTOR: Mulls Job and Supplier Cuts, In Talks on Volvo Sale

FORTUNOFF HOLDINGS: Proposes Feb. 19 Auction for All Assets
FREESCALE SEMICONDUCTOR: $4.6BB Stockholders' Deficit at Dec. 31
GENERAL GROWTH: Moves Earnings Release Date to February 23
GENERAL MOTORS: Add'l $100-Mil. Aid to Delphi Tied Up to TARP Loan
GENERAL MOTORS: Starts Talks on Debt Restructuring

GENERAL MOTORS: To Shut More Plants as Part of Viability Plan
GEORGE BOLLING: Voluntary Chapter 11 Case Summary
GLOBAL AIRCRAFT: Voluntary Chapter 11 Case Summary
GLOBAL GEOPHYSICAL: S&P Affirms 'B-' Rating; Outlook Negative
GLOBE RE: New Collateral Arrangement Won't Affect Moody's Ratings

GMAC LLC: S&P Upgrades Senior Unsecured Debt Rating to 'CCC'
GP DEVELOPMENT: Voluntary Chapter 11 Case Summary
HAROLD TREGO: Voluntary Chapter 11 Case Summary
HAWAIIAN INSURANCE: A.M. Best Keeps "B" Financial Strength Rating
GRAMERCY CLUB: Voluntary Chapter 11 Case Summary

GYARMATHY & ASSOCIATES: Voluntary Chapter 11 Case Summary
HALO TECHNOLOGY: Committee Files Chapter 11 Reorganization Plan
HARRIS INTERACTIVE: Breaches Loan Covenants; Gets 30-Day Waiver
HEADWATERS INC: S&P Downgrades Corporate Credit Rating to 'B'
HEALTHCARE PARTNERS: Moody's Upgrades Corp. Family Rating to Ba3

HERCULES OFFSHORE: S&P Affirms 'BB-' Rating; Outlook Negative
HOME INTERIORS: Wants to Sell Computer Equipment to Home & Garden
IDEAEDGE INC: Meets With Investors to Discuss Milestones
IMPLANT SCIENCES: Receives NYSE Listing Determination Letter
INDEVUS PHARMA: Posts $7.6 Million Net Loss for 1Q Fiscal 2009

INNOVATIER INC: Voluntary Chapter 11 Case Summary
JAMES NELSON: Voluntary Chapter 11 Case Summary
JESUS CRUZ: Voluntary Chapter 11 Case Summary
JOHN WELLS JR: Voluntary Chapter 11 Case Summary
KING REAL ESTATE: Voluntary Chapter 11 Case Summary

KNOWLEDGE LEARNING: S&P Gives Neg. Outlook; Affirms 'B+' Rating
LEE ENTERPRISES: Receives Feb. 13 Extension of Covenant Waiver
LINENS 'N THINGS: Gordon Brothers & Hilco Acquire IP Assets
M. TANGREDI'S: Files Chapter 11 Bankruptcy Protection
MACARTHURCOOK INDUSTRIAL: Moody's Downgrades Corp. Rating to 'B1'

MANTIFF CHEYENNE: Voluntary Chapter 11 Case Summary
MARIA FONDAL: Voluntary Chapter 11 Case Summary
MARC DREIER: District Court Reduces Bail to $10 Million
MARK KUZEL: Voluntary Chapter 11 Case Summary
MC2 WINES: Voluntary Chapter 11 Case Summary

MCCLATHY COMPANY: Moody's Comments on 'B2' Corp. Family Rating
MERCEDES HOMES: Hires Michael P. Kahn as Financial Advisors
MERCEDES HOMES: Hires Odyssey Capital as Valuations Expert
MERCEDES HOMES: Hires Kurtzman Carson as Claims and Notice Agent
MERCEDES HOMES: Taps Alvarez & Marsal's Williamson as CRO

MGA INSURANCE: A.M. Best Affirms 'B' FSR; Hikes Issuer Rating
MINRAD INTERNATIONAL: Receives Delisting Notice From NYSE
MORGAN STANLEY: Moody's Cuts Ratings on $43 Mil. Notes to 'B3'
NAVISTAR INTERNATIONAL: Harbinger Dumps Almost a Million Shares
NEBRASKA BOOK: Moody's Confirms Corporate Family Rating at 'B3'

NEIMAN MARCUS: S&P Puts 'B+' Rating on CreditWatch Negative
NETWORK COMMUNICATIONS: Moody's Downgrades Corp. Rating to 'B3'
NEW CASTLE RE: A.M. Best Cuts Bermuda Unit's IC Rating to "bb-"
NEWELL RUBBERMAID: Moody's Cuts Subordinated Debt Rating to Ba1
NEXIA HOLDINGS: Discloses Recent Material Agreements & Events

NEXSTAR BROADCASTING: Brigade Capital Discloses 1.6% Equity Stake
NOBLE BUILDING: Voluntary Chapter 11 Case Summary
NOVA BIOSOURCE: Malone & Bailey Raises Going Concern Doubt
NOVASTAR FINANCIAL: To Restate Financial Statements
NOWLIN AGENCY: Voluntary Chapter 11 Case Summary

OCCULOGIX INC: To Replace E&Y Canada With E&Y US as Accountants
OILEXCO INC: Obtains Court Order for CCAA Creditor Protection
ON-SITE3: Goes Chapter 11 to Sell Assets to Integreon
OP1-RENO LP: Voluntary Chapter 11 Case Summary
PACIFIC ART: Voluntary Chapter 11 Case Summary

PACKAGING DIVISION: H.J. Heinz Selling Collateral on February 10
PALACIO GATE: Voluntary Chapter 11 Case Summary
PALM BLUFF: Voluntary Chapter 11 Case Summary
PARAMOUNT PROPERTIES: Voluntary Chapter 11 Case Summary
PARKER DRILLING: S&P Affirms 'B+' Rating; Outlook Stable

PASADERA COUNTRY: To File for Chapter 11; Seeks Investor/Buyer
PETE SCIARRINO: Voluntary Chapter 11 Case Summary
PFF BANCORP: Larry Rinehart Resigns as Non-Executive Director
PORTOFINO OFFICE: Voluntary Chapter 11 Case Summary
POST OAK-ROBINSON: Voluntary Chapter 11 Case Summary

PREMIER PIZZA: Pizza Hut Franchisee Files for Bankruptcy
PUREDEPTH INC: Amends Convertible Promissory Notes to K One W One
QIMONDA AG: To Close Virginia Plant; 1,500 Jobs Affected
R.E. BARNETT: $1.1MM in Unpaid Bills Lead to Bankruptcy Filing
R.E. BARNETT: Voluntary Chapter 11 Case Summary

RAILPOWER TECH: U.S. Court Recognizes & Enforces CCAA Proceedings
REDDY ICE: Wells Fargo & JPMorgan Disclose Equity Stake
REFLECTION DEVELOPMENTS: Voluntary Chapter 11 Case Summary
REILLY PLUMBING: Voluntary Chapter 11 Case Summary
REMOTE DYNAMICS: Repays Series A Noteholder to Cure Default

RH DONNELLEY: Fitch Junks Issuer Default Rating from 'B'
RIGHT START: To Sell Assets Under Chapter 11
ROC PREFERRED: S&P Downgrades Rating on Preferred Shares to 'BB-'
ROYAL PALM: Carbon Capital Selling Collateral at Feb. 18 Auction
SAKS INC: S&P Puts Negative Outlook on 'B' Rating

SATV 10: Voluntary Chapter 11 Case Summary
SCOTTISH RE: A.M. Best Cuts FS Ratings on Main Units to "D"
SCRIPPS LORO: Voluntary Chapter 11 Case Summary
SEARS HOLDINGS: S&P Puts 'BB-' Rating on CreditWatch Negative
SEANERGY MARITIME: Gets Waiver on Loan Covenant; Suspends Dividend

SGB ACQUISITIONS: Voluntary Chapter 11 Case Summary
SMART MODULAR: Moody's Says Firm to Have Enough Cash Near-Term
SOURCE INTERLINK: Weak Market Conditions Cue Moody's Junk Rating
SOUTHERN STAR: Voluntary Chapter 11 Case Summary
SPECTRUM BRANDS: Gets Green-Light to Access DIP Financing

SPRAYTEX INC.: Voluntary Chapter 11 Case Summary
ST LAWRENCE: Case Summary & 20 Largest Unsecured Creditors
STATEWIDE HEALTHCARE: Voluntary Chapter 11 Case Summary
STEELCLOUD INC: Grant Thornton Raise Going Concern Doubt
STEVEN PALMIERI: Voluntary Chapter 11 Case Summary

STEWART & STEVENSON: S&P Affirms 'B' Rating; Outlook Stable
SWAMP FOX: Voluntary Chapter 11 Case Summary
SYNAGRO TECHNOLOGIES: Moody's Junks Corp. Family Ratings from B3
TABER-D'ANGELO: Voluntary Chapter 11 Case Summary
TEAM MINISTRY GROUP: Voluntary Chapter 11 Case Summary

TEASLEY PARK: Voluntary Chapter 11 Case Summary
TENET HEALTHCARE: Extends Critical Dates Regarding Exchange Offer
THOMAS MURPHY: Voluntary Chapter 11 Case Summary
TRUMP ENTERTAINMENT: Short Loan Extension Won't Alter Moody's Ca
TURBO COMMANDER: Voluntary Chapter 11 Case Summary

UBS AG: Moody's Downgrades Ratings on Credit Linked Notes to 'B3'
UN-THINKABLE INC: Voluntary Chapter 11 Case Summary
URBAN TELECOMMUNICATIONS: Voluntary Chapter 11 Case Summary
USHEALTH GROUP: A.M. Best Affirms "B" FS Rating on Subsidiaries
VALLEY BAPTIST: A.M. Best Cuts Financial Strength Rating to "B"

VALUE CITY: Court Sets March 10 Deadline for Proofs of Claim
VERASUN ENERGY: Obtains $280MM Bid from Valero for All Assets
VERASUN ENERGY: No. 1 Ethanol Producer Poet LLC May Bid for Assets
VERSACOLD INTERNATIONAL: S&P Keeps 'B' Corporate Credit Rating
VISTEON CORP: To Release 2008 Earnings Results on Feb. 25

WESTERN PIPELINE: Voluntary Chapter 11 Case Summary
WOOD HOLLOW: Voluntary Chapter 11 Case Summary
WORKSTREAM INC: $4.4MM Deficit at Nov. 30; Affirms Liquidity
WORKSTREAM INC: Feb. 18 Deadline to Comply with Nasdaq Looms
YRC WORLDWIDE: Barclays Reports 9% Stake; Tontine Dumps Shares

* S&P Says Rise in 'B-' & 'CCC' Ratings to Increase Defaults
* Treasury Mulls Partnership With Private Cos. to Help Out Banks

* BOND PRICING -- Week from Feb. 2 to Feb. 6, 2009


                            *********

11488 WEST: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: 11488 West Kagel Canyon Street LLC
        24911 Avenue Stanford, Suite 204
        Valencia, CA 91355

Bankruptcy Case No.: 09-11145

Chapter 11 Petition Date: February 3, 2009

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Philip E. Koebel, Esq.
                  P.O. Box 94799
                  Pasadena, CA 91109
                  Tel: (626) 797-6342
                  Fax: (626) 410-1149
                  Email: lawofpek@gmail.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/ccb09-11145.pdf

The petition was signed by Nasir Eftekari, managing member of the
company.


1700 TIOGA: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: 1700 Tioga Avenue, LLC
        740 Saint Nicholas Avenue
        New York, NY 10032

Bankruptcy Case No.: 09-10740

Chapter 11 Petition Date: February 5, 2009

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Stephen Raslavich

Debtor's Counsel: Maggie S. Soboleski, Esq.
                  Center City Law Offices LLC
                  2705 Bainbridge Street
                  Philadelphia, PA 19146
                  Tel: (215) 620-2132
                  Email: msoboles@yahoo.com

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

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

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

The petition was signed by Federico Frazer, President of the
company.


18071 FITCH: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: 18071 Fitch Building LLC
        18071 Fitch
        Irvine, CA 92164

Bankruptcy Case No.: 09-10839

Chapter 11 Petition Date: February 32, 2009

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

Judge: Robert N. Kwan

Debtor's Counsel: Leonard W. Stitz, Esq.
                  987 N Enterprise
                  Orange, CA 92867
                  Tel: (714) 633-3794
                  Fax: (714) 464-5442

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/ccb09-10839.pdf

The petition was signed by James Riper, manager of the company.


32592 VALLE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: 32592 Valle Road, LLC
        32592 Valle Road
        San Juan Capistrano, CA 92675

Bankruptcy Case No.: 09-10642

Type of Business: The company is a single asset real estate
                  debtor.

Chapter 11 Petition Date: January 28, 2009

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

Judge: Robert N. Kwan

Debtor's Counsel: Michael G. Spector, Esq.
                  Law Offices of Michael G. Spector
                  2677 N Main StSte. 800
                  Santa Ana, CA 92705
                  Tel: (714) 835-3130
                  Fax: (714) 558-7435
                  Email: mgspector@aol.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 Geoffrey Hirson, Managing Member of the
company.


5215 DEVELOPMENT: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Michael Hinman at Tampa Bay Business Journal reports that 5215
Development Inc. and Phoenix Restructuring Group LLC have filed
for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court
for the Middle District of Florida.

According to Tampa Bay Business, 5215 Development and Phoenix
Restructuring listed up to $500,000 in assets and up to
$10 million in liabilities.  Tampa Bay Business relates that 5215
Development listed unsecured claims of $1.6 million from its top
20 creditors, while Phoenix Restructuring listed about $2 million
worth.  The report says that the two firms shared about
$1.5 million in claims, including:

     -- $1.1 million to Rentrak Corp.;
     -- $328,000 to VPD; and
     -- $14,000 to Baker & Taylor.

Tampa Bay Business relates that Phoenix Restructuring bought 56
video stores from West Coast Entertainment in Pennsylvania, New
York, New Jersey, Ohio and Massachusetts in March 2001.  According
the report, West Coast had already sold about 77 stores to Phoenix
Restructuring for $2.5 million in January 2001.  West Coast, Tampa
Bay Business states, completed the March 2001 sale after it became
clear that a proposed merger with another video rental chain
wouldn't go through.

According to Tampa Bay Business, 5215 Development and Phoenix
Restructuring CEO Mark Jasperson had told trade publication Video
Business that West Coast's secured lender told him that the
company was in a financial crisis and was being prepared to be
shut down "within hours."  Mr. Jasperson, Tampa Bay Business
relates, said that he could use video inventory acquired through
its liquidation unit to bolster product in the new stores.

Buddy Ford assists 5215 Development and Phoenix Restructuring in
their restructuring efforts, Tampa Bay Business reports.

5215 Development Inc., which sells videos, and liquidation group
Phoenix Restructuring Group LLC are located at 1411 N. West Shore
Boulevard in Tampa, Florida.  The companies operate Video One
Liquidators, Video Pursuit, Video Den, West Coast Video, Bradley
Video and Video Smith in Virginia, Pennsylvania, Colorado,
Massachusetts, New Jersey and Ohio.


ABC PACIFIC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor:  ABC Pacific Realty, LLC
         c/o Abraham Grinberger
         1139 55th Street
         Brooklyn, NY 11219

Bankruptcy Case No.: 09-35203

Chapter 11 Petition Date: February 3, 2009

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

Judge: Cecilia G. Morris

Debtor's Counsel: Thomas Genova, Esq.
                  Genova & Malin
                  Hampton Business Center, 1136 Route 9
                  Wappingers Falls, NY 12590
                  Tel: (845) 298-1600
                  Fax: (845) 298-1265
                  Email: genmallaw@optonline.net

Total Assets: $511,159

Total Debts: $2,009,758

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

          http://bankrupt.com/misc/nysb09-35203.pdf

The petition was signed by Abraham Grinberger, managing member of
the company.


ACHELSWAR HOSPITALITY: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Achelswar Hospitality, LLC
        Dba Super 8 Motel
        1819 Mountain Industrial Blvd.
        Tucker, GA 30084

Bankruptcy Case No.: 09-62727

Chapter 11 Petition Date: February 2, 2009

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

Judge: Margaret Murphy

Debtor's Counsel: Alvin J. Mitchell, Esq.
                  Leeper, Mitchell, George & Jones, Ste. 374
                  3555 Koger Blvd.
                  Duluth, GA 30096
                  Tel: (770) 931-3600
                  Fax: (770) 925-7303
                  Email: aj@ajmitchell-law.com

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

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

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

The petition was signed by Rajeev Rai, Attorney-in-fact of the
company.


ALADDIN SYNTHETIC: Moody's Junks Ratings on $250 Mil. Notes
-----------------------------------------------------------
Moody's Investors Service announced that it has downgraded its
ratings of notes issued by Aladdin Synthetic CDO II SPC
referencing corporate obligations.

Moody's explained that the rating action taken is the result of
(i) the application of revised and updated key modeling parameter
assumptions that Moody's uses to rate and monitor ratings of
corporate synthetic CDOs and (ii) the deterioration in the credit
quality of the transaction's reference portfolio.  The revisions
affect key parameters in Moody's model for rating corporate
synthetic CDOs: default probability, asset correlation, and other
credit indicators such as ratings reviews and outlooks.

Moody's initially analyzed and continues to monitor this
transaction using primarily the methodology for corporate
synthetic CDOs as described in Moody's Special Report:

  -- Moody's Approach to Rating Corporate Collateralized Synthetic
     Obligations (December 2008)

The rating action is:

Class Description: US$250,000,000 Series A-3 Floating Rate Notes
Due 2014 (the "Notes")

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Prior Rating Date: 10/22/2008
  -- Current Rating: Caa3


ALERIS INTERNATIONAL: Moody's Pares Corp. Family Rating to 'Caa3'
-----------------------------------------------------------------
Moody's Investors Service downgraded Aleris International Inc.'s
corporate family rating and its probability of default rating to
Caa3 from Caa1.  At the same time, Moody's downgraded the ratings
on the senior secured term loans at Aleris and Aleris Deutschland
Holding GMBH (due 2013) to Caa3 from Caa1, the rating on Aleris's
9% senior unsecured notes due 2014 to Ca from Caa2, and the rating
on its 10% senior subordinated notes due 2016 to Ca from Caa3.
The rating outlook is negative.

The downgrade reflects Moody's expectation that the company's
performance in the fourth quarter of 2008 contracted significantly
over the prior quarters' weak performance and that the challenging
conditions in the aluminum industry will continue in 2009.  Across
the U.S. and Canadian industry, shipments of aluminum extruded
products, aluminum sheet (excluding canstock) and plate all showed
meaningful declines in the fourth quarter, while end market demand
in key markets such as automotive and building and construction
(contribute roughly 45% of Aleris's revenue) continued to
contract.  Slowing automotive sales in Europe, which have lagged
the decline in the U.S., as well as softening in aerospace demand
in the fourth quarter, will also further negatively impact Aleris'
performance.  Based upon further deterioration in the markets
served by Aleris, Moody's expects the company to experience losses
in segment performance.

The Caa3 corporate family rating reflects Moody's expectation that
ongoing volume declines and resultant losses will contribute to
very weak to negative coverage ratios, notwithstanding the
company's exercise of the PIK option in its 9% notes due 2014 from
the December 2008 to June 2009 period, and an increase in an
already highly leveraged position.  The rating also reflects the
likely ongoing contraction in borrowing base availability under
the company's asset-based revolver as receivables and inventory
continue to contract due to lower aluminum prices and sales.
Given the rapidness and steepness of the aluminum price decline,
Moody's believes that availability is contracting at a faster rate
than working capital conversion to cash for debt repayment and has
contracted significantly since September 30, 2008, when it was
approximately $293 million (before considering the excess
availability requirement for the springing fixed charge coverage
ratio).

The negative outlook reflects Moody's expectation that market
conditions will not evidence improvement in the near term and that
Aleris's performance will continue to be adversely impacted,
resulting in continued liquidity contraction.

Downgrades:

Issuer: Aleris Deutschland Holding GMBH

  -- Senior Secured Bank Credit Facility, Downgraded to Caa3,
     (LGD 3, 44%) from Caa1

Issuer: Aleris International Inc.

  -- Probability of Default Rating, Downgraded to Caa3 from Caa1

  -- Corporate Family Rating, Downgraded to Caa3 from Caa1

  -- Senior Subordinated Regular Bond/Debenture, Downgraded to
     Ca, (LGD 6, 93%) from Caa3

  -- Senior Secured Bank Credit Facility, Downgraded to Caa3,
     (LGD 3, 44%) from Caa1

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ca
     (LGD 4, 64%) from Caa2

Outlook Actions:

Issuer: Aleris Deutschland Holding GMBH

  -- Outlook, Changed To Negative From Stable

Issuer: Aleris International Inc.

  -- Outlook, Changed To Negative From Stable

The last rating action on Aleris was November 19, 2008, when the
corporate family and probability of default ratings were
downgraded to Caa1, the senior secured term loan ratings were
downgraded to Caa1, the 9% senior unsecured notes were downgraded
to Caa2 and the 10% senior subordinated notes were downgraded to
Caa3.

Headquartered in Beachwood, Ohio, Aleris is a leading global
producer of aluminum rolled and extruded products and participates
in the aluminum recycling and alloy products markets.  For the LTM
ended September 2008, the company generated revenue of
approximately $6.3 billion.


ALICE BROYLES: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Alice Lynn Broyles
        P.O. Box 1326
        Fallon, NV 89407

Bankruptcy Case No.: 09-50253

Chapter 11 Petition Date: February 4, 2009

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Gregg W. Zive

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

Total Assets: $1,022,600

Total Debts: $626,353

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

            http://bankrupt.com/misc/nvb09-50253.pdf

The petition was signed by Alice Lynn Broyles.


ALLIANCE BANK: California Bank Fails & FDIC Named Receiver
----------------------------------------------------------
Alliance Bank, based in Culver City, California, was closed on
Feb. 6, 2009, by the California Department of Financial
Institutions, and the Federal Deposit Insurance Corporation (FDIC)
was named receiver.  To protect the depositors, the FDIC entered
into a purchase and assumption agreement with California Bank &
Trust, based in San Diego, California, to assume all of the
deposits of Alliance Bank.

Alliance Bank's five offices will reopen on Mon., Feb. 9, 2009, as
branches of California Bank & Trust.  Depositors of Alliance Bank
will automatically become depositors of California Bank & Trust.
Deposits will continue to be insured by the FDIC, so there is no
need for customers to change their banking relationship to retain
their deposit insurance coverage.  Customers of both banks should
continue to use their existing branches until California Bank &
Trust can fully integrate the deposit records of Alliance Bank.

As of December 31, 2008, Alliance Bank had total assets of
approximately $1.14 billion and total deposits of $951 million.
In addition to assuming all of the deposits of the failed bank,
including those from brokers, California Bank & Trust agreed to
purchase approximately $1.12 billion in assets at a discount of
$9.9 million.  The FDIC will retain the remaining assets for later
disposition.

The FDIC and California Bank & Trust entered into a loss-share
transaction.  California Bank & Trust will share in the losses on
the asset pools covered under the loss-share agreement.  The loss-
sharing arrangement is projected to maximize returns on the assets
covered by keeping them in the private sector.  The agreement also
is expected to minimize disruptions for loan customers as they
will maintain a banking relationship.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $206.0 million.  California Bank & Trust's acquisition of
all deposits was the "least costly" resolution for the FDIC's
Deposit Insurance Fund compared to alternatives.  Alliance Bank is
the eighth to fail in the nation this year, and the second in
California.  The last bank to fail in the state was 1st Centennial
Bank, Redlands, on January 23.


ALLIS-CHALMERS: S&P Downgrades Rating to 'B' From 'B+'
------------------------------------------------------
Standard & Poor's Ratings Services said that it took several
rating actions on companies in the oilfield services and drilling
industry.  The rating actions reflect S&P's expectation that
financial performance and credit quality will deteriorate
significantly, particularly for those companies exposed to land
and shallow water drilling activity.  In addition, some issuers
may bump up against covenants under their revolving credit
facilities, which could restrict liquidity.  The expected
deterioration in the sector stems from the meaningful cuts
announced in North American exploration and production capital
spending in 2009 and possibly 2010.

Although S&P took several rating actions, S&P's sector review is
not completed and, over the coming days, S&P expects more negative
rating actions.

                          Ratings Lowered

  Allis-Chalmers Energy Inc. To B/Negative/-- From B+/Negative/--

The rating action reflects S&P's concern that the company's
financial performance could deteriorate significantly over the
next several quarters due to considerable cutbacks in spending by
E&P companies.  Although Allis-Chalmers will generate a
significant portion of its 2009 EBITDA from South America,
primarily from its DLS subsidiary, lower utilization rates in its
North American focused segments -- oilfield services and the
rental segment -- could quickly erode profitability.  Furthermore,
lower profitability measures weigh on the company's covenants,
particularly its maximum net debt to EBITDA covenant of 4x.  As of
Sept. 30, 2008, it was slightly over 3x.  S&P could take further
negative rating actions if the covenant is breached or if
liquidity materially decreases from current levels.

                         Outlooks Revised

   Hercules Offshore Inc. To BB-/Negative/-- From BB-/Stable/--

The outlook revision reflects Hercules' weaker financial
performance and credit metrics due to the decline in the North
American oil and gas industry, especially the soft U.S. Gulf of
Mexico market.  Weak commodity prices and cutbacks in the E&P
companies' capital expenditure budgets have caused the dayrates
for jackups in the U.S. Gulf of Mexico to drop dramatically, thus
causing Hercules to cold-stack an additional eight jackups and six
inland barges.  With the company's current backlog at
approximately $800 million, S&P expects Hercules to focus on
liquidity and debt payment for 2009.  Should operating performance
continue to worsen, so that debt to EBITDA exceeds 3.5x, a
downgrade may be warranted.

      Parker Drilling Co. To B+/Stable/-- From B+/Positive/--

The outlook revision reflects S&P's expectation for weakness in
the North American oil and gas industry, and hence worsening
operating margins for Parker.  Despite the 81% contract cover on
Parker's international rigs through 2009, lower exploration and
production spending by the industry could adversely affect
Parker's rental tools business and the barge drilling business,
which has already weakened considerably.  Given the company's
required capital expenditures for 2009, S&P expects Parker to be
free cash flow negative for 2009 but have sufficient cash balances
to fund the deficit and provide a sufficient cushion.  S&P could
revise the outlook to negative if liquidity weakens considerably
or if declining operational performance leads to debt to EBITDA of
more than 3.5x.

     Stewart & Stevenson LLC To B/Stable/-- From B/Positive/--

The rating action reflects S&P's expectations that the current low
commodity price environment will have a significant impact on the
company's financial performance in 2009.  The company relies on
the volatile and cyclical exploration and production industry,
which accounts for approximately 70% of its revenues.  Stewart &
Stevenson will see its credit metrics weaken considerably.
Although the adjusted debt to EBITDA and EBITDA to interest
coverage ratios were respectable at 2.6x and 4.6x, respectively,
at the end of the third quarter, S&P expects these metrics to
weaken going into 2009 as E&P operators reduce capital spending.
Also, the company's backlog has decreased significantly since its
peak in 2007.  Nevertheless, Stewart & Stevenson derives
approximately 30% of its revenues from the more stable aftermarket
parts and service business, and the company has relatively low
maintenance capital expenditure requirements of approximately $4
million.  Management has enacted various cost-cutting measures in
an attempt to preserve margins in 2009.

        Global Geophysical Services Inc. To B-/Negative/--
                      From B-/Developing/--

The outlook revision reflects the deterioration in credit metrics
and financial performance due to significant reductions in E&P
spending for 2009.  As exploration and production companies focus
more on production than on exploration, S&P expects the land
seismic business to be negatively affected.  Also, the company's
debt to EBITDA covenant tightens throughout 2009 to 1.6x at year
end from 2.0x currently.  Worsening operating performance or
possible covenant breaches could lead to a downgrade.

                           Ratings List

                            Downgraded
                     Allis-Chalmers Energy Inc.

                                To                From
                                --                ----
Corporate credit rating        B/Negative/--     B+/Negative/--

                          Outlook Action
                       Hercules Offshore Inc.

                                 To                From
                                 --                ----
Corporate credit rating        BB-/Negative/--   BB-/Stable/--

                        Parker Drilling Co.

                                 To                From
                                 --                ----
Corporate credit rating        B+/Stable/--      B+/Positive/--

                     Stewart & Stevenson LLC

                                 To                From
                                 --                ----
Corporate credit rating        B/Stable/--       B/Positive/--

                  Global Geophysical Services Inc.

                                To                From
                                --                ----
Corporate credit rating        B-/Negative/--    B-/Developing/--


         N.B. -- This does not include all ratings affected.


AMERICA INSURANCE: A.M. Best Withdraws "C" Fin'l Strength Rating
----------------------------------------------------------------
A.M. Best Co. withdrawn on January 21, 2009, the financial
strength rating (FSR) of C (Weak) and issuer credit rating (ICR)
of "ccc" of Life of America Insurance Company (Life of America)
and assigned a category NR-5 (Not Formally Followed) to the FSR
and an "nr" to the ICR.

Effective December 1, 2008, Life of America was merged with its
former subsidiary, Republic American Life Insurance Company
(Republic American), with Republic American being the surviving
insurer.

In connection with the merger, Republic American changed its name
to Life of America Insurance Company, and its ratings are
unaffected by this merger.  Both companies are domiciled in
Dallas, TX.


AMERICAN GRAPHIC: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: American Graphic Board, Inc.
        5880 E. Slauson Ave.
        Commerce, CA 90040

Bankruptcy Case No.: 09-11650

Chapter 11 Petition Date: January 27, 2009

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

Judge: Vincent P. Zurzolo

Debtor's Counsel: Summer Saad, Esq.
                  12121 Wilshire Bvd., Ste. 1300
                  Los Angeles, CA 90025
                  Tel: (310) 207-1494
                  Fax: (310) 442-0660
                  Email: summer@wsrlaw.net

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

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

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

            http://bankrupt.com/misc/cacb09-11650.pdf

The petition was signed by Don Zeccola, Chief Executive Officer of
the company.


AMERICAN INTERNATIONAL: SVP Dooley Discloses Stake in Company
-------------------------------------------------------------
William N. Dooley, senior vice president of American International
Group, disclosed in a Form 5 filing with the Securities and
Exchange Commission that he directly owns 36,263 shares of the
company's common stock.  Mr. Dooley indirectly holds 13,500 shares
through his children and 8,480 shares through his wife.

The form 5 document was filed to correctly state the indirect
holdings of the reporting person at the fiscal year end of
December 31, 2008.

                           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.


AMKIM LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: AmKim, L.L.C.
        2320 West Holly Street
        Phoenix, AZ 85009

Bankruptcy Case No.: 09-01587

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
MaxArt Animal Health, Inc.                         08-00993

Type of Business: The company is a single asset real estate
debtor.

Chapter 11 Petition Date: January 29, 2009

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

Judge: Charles G. Case II

Debtor's Counsel: Aryeh D. Schwartz, Esq.
                  Schwartz Law Firm, P.L.L.C.
                  201 N. Central Avenue, 33rd Floor
                  Phoenix, AZ 85004
                  Tel: (602) 229-8000
                  Fax: (602) 229-8001
                  Email: ads@schwartzlawaz.com

Total Assets: $1,305,200

Total Debts: $1,259,078

The Debtor's largest unsecured creditors is the Maricopa County
Treasurer, for 2007 and 2008 property taxes, for $24,000.

The petition was signed by Carl R. Twentier, Manager of the
company.


ARTISTDIRECT INC: Makes Changes to Capital Structure
----------------------------------------------------
On February 4, 2009, ARTISTdirect, Inc., disclosed significant
changes to the Company's capital structure.  The announcement was
made by Dimitri Villard, Chairman and Chief Executive Officer.

Effective January 30, 2009, ARTISTdirect entered into a First
Amendment to Note and Warrant Purchase Agreement dated as of
December 31, 2008, with the holders of the Company's senior
secured debt.  Pursuant to the Senior Amendment, the Senior Note
Holders agreed to extinguish all obligations by the Company under
the Note and Warrant Purchase Agreement, dated July 28, 2005, and
other documents entered into in connection with the senior secured
debt transaction, upon completion of: (1) $3,500,000 cash payment
to the Senior Note Holders; (2) issuance of new five-year
subordinated notes, in the aggregate principal amount of
$1,000,000, to the Senior Note Holders; (3) issuance of 9,000,000
restricted shares of the Company's common stock to the Senior Note
Holders, which are subject to a lock-up period of 12 months; and
(4) the conversion of all of the previously issued Subordinated
Notes.

The New Notes are unsecured and bear interest at 6.0% per annum,
beginning January 30, 2009. The principal and the interest accrued
thereon are payable on the maturity date, January 30, 2014, and
are subordinated to the senior indebtedness of the Company.

Additionally, in connection with the Senior Debt Restructuring,
Trilogy Capital Partners, Inc. agreed to deliver to the Company
for cancellation a warrant to purchase up to 433,333 shares of the
Company's capital stock at an exercise price of $2.00 per share.
Fifty percent of such warrant was beneficially owned by Dimitri
Villard, the Company's Chief Executive Officer, who had acquired
such warrants as part of the acquisition of 6,190,000 shares from
Trilogy Capital Partners, Inc., which occurred on January 15,
2009.

Concurrently with the extinguishment of the senior debt, the
Company's subordinated debt was converted into approximately
36.7 million shares of common stock. The total principal amount of
senior and subordinated debt eliminated from the Company's balance
sheet was approximately $13 million of senior debt and
approximately $27.6 million of subordinated debt. The Company's
stockholders' equity was increased as a result of these
transactions.

In addition, the Board of Directors also appointed Dimitri
Villard, Chairman of the Board, who had been serving as the
Company's Interim Chief Executive Officer, to be Chief Executive
Officer pursuant to a three-year employment agreement. Mr.
Villard, who was previously an independent director and Chairman
of the Company's Audit Committee, became Interim CEO in March
2008.

Pursuant to the employment agreement, effective February 1, 2009,
Mr. Villard will receive base compensation equal to $25,000 per
month.  Mr. Villard will also be entitled to participate in the
Company's stock compensation plan that may exist from time to time
and will receive a bonus based on the Company's EBITDA if the
Company's EBITDA exceeds a certain threshold amount as determined
by the Company's Compensation Committee for that fiscal year.

Commenting on the restructuring, Mr. Villard said, "This favorable
resolution of our capital structure is the culmination of a year
of hard work which at times seemed impossible to achieve.  I am
delighted we are able to put our problems behind us and move
forward."  He added, "We are now positioned for significant growth
and will now turn our attention to growing the Company organically
in addition to acquiring other strategically related businesses to
build the Company into a diversified media technology business."

                       About Dimitri Villard

Dimitri Villard has been engaged in various capacities in the
entertainment industry for a number of years including motion
picture producer, music producer and investment banker.  Mr.
Villard has also been engaged in high technology venture capital
activities as a member of the Tech Coast Angels, the nation's
largest private venture network, and as a co-founder and Chairman
of Pivotal BioSciences, Inc., a biotechnology spinout of the
University of Southern California Keck School of Medicine.

                 Conversion of Subordinated Notes

In connection with the Senior Debt Restructuring, effective
January 30, 2009, the Company entered into a Second Amendment to
the Convertible Subordinated Note with holders of the Subordinated
Notes representing no less than the majority of the current
outstanding aggregate principal amount to provide for the
immediate conversion of the Subordinated Notes.  The Subordinated
Amendment also provides for the extinguishment of all obligations
of the Company under the Subordinated Notes and related documents,
including the Registration Rights Agreement among the Company and
the holders.  These obligations included the outstanding principal
amount and accrued and unpaid interest on the Subordinated Notes,
accrued and unpaid late charges and amounts owed under the
Registration Rights Agreement.

            Financing by Factoring Accounts Receivables

In connection with the transaction, the Company entered into a new
accounts receivable credit facility with Pacific Business Capital
Corporation, of Costa Mesa, California to provide working capital
going forward. Lawrence Financial Group, a Los Angeles-based
investment bank, arranged the facility.

Specifically, on January 30, 2009, the Company's two wholly owned
subsidiaries, ARTISTdirect Internet Group, Inc., and
MediaDefender, Inc., each entered into an Accounts Receivable
Purchase & Security Agreement with Pacific Business Capital
Corporation, pursuant to which ADIG and MD agreed to sell and PBCC
agreed to purchase qualified accounts receivable on a recourse
basis.  On January 30, 2009, PBCC purchased an aggregate of
approximately $1,600,000 of unpaid receivables to be acquired by
PBCC pursuant to the A/R Agreement, subject to a maximum aggregate
amount of $3,000,000.  The A/R Agreement is effective for twelve-
months and automatically renews for successive 12-month periods
unless terminated by written notice by either party 30 days prior
to the successive period.

As collateral for the financing, PBCC received a first priority
interest in all existing and future assets of the Company, ADIG
and MD, tangible and intangible, including but not limited to,
cash and cash equivalents, accounts receivable, inventories, other
current assets, furniture, fixtures and equipment and intellectual
property.  In addition to the foregoing, the Company, ADIG and MD
entered into cross guarantees of their respective obligations
under the A/R Agreement.

The transactions were consummated on January 30, 2009.

                        Changes in Control

As a result of the Senior Debt Restructuring and the conversion of
the Subordinated Note on January 30, 2009, the Senior Note Holders
and the holders of the Subordinated Notes together own
approximately 85.7% of the Company's outstanding shares of common
stock -- the Senior Note Holders hold approximately 19.5% and the
holders of the Subordinated Notes hold approximately 66.2%.

                      About ARTISTdirect Inc.

Headquartered in Santa Monica, California, ARTISTdirect Inc.
(OTC.BB: ARTD) -- http://artistdirect.com/-- is a digital media
entertainment company that is home to an online music network and,
through its MediaDefender subsidiary, is a provider of anti-piracy
solutions in the Internet-piracy-protection industry.

                          *      *     *

At Sept. 30, 2008, the company's balance sheet showed total assets
of $9.3 million and total liabilities of $48.3 million, resulting
in a stockholders' deficit of $39.0 million.

For three months ended Sept. 30, 2008, the company reported net
loss of $9.2 million compared with net loss of $183,000 for the
same period in the previous year.  For nine months ended
Sept. 30, 2008, the company posted net loss of $43.9 million
compared with net loss of $134,000 for the same period in the
previous year.

At Sept. 30, 2008, the company had a working capital deficiency of
$41.0 million, because of the classification of senior secured
notes payable and subordinated convertible notes payable as
current liabilities, the accrual of default interest on the
subordinated convertible notes payable of $5.5 million, and
liquidated damages payable under registration rights agreements of
$1.9 million at the date.


AVIS BUDGET: Moody's Downgrades Corp. Family Rating to 'B2'
-----------------------------------------------------------
Moody's Investors Service lowered the Corporate Family Rating and
Probability of Default of Avis Budget Car Rental LLC to B2 from
Ba2.  The company's Speculative Grade Liquidity Rating was also
lowered to SGL-3 from SGL-2.  The outlook is negative.

The downgrade of Avis' long-term and speculative grade liquidity
ratings reflects the significant erosion in the company's credit
metrics that will result from the continuing weakness in leisure
and commercial travel, and the resulting fall-off in rental car
demand.  During 2009 Moody's expect that Avis' performance will be
burdened with lower rental demand and revenues, under-absorbed
overhead costs, significantly higher interest expense on its fleet
financing debt, and the need to refinance a significant portion of
this fleet debt during late 2009.

The SGL-3 liquidity rating recognizes the reduction in the size of
Avis' committed credit facility to $1.15 billion from
$1.5 billion, and Moody's view that the minimum EBITDA covenant
level may afford the company only modest head room.  In addition,
the level of earnings generated during 2009 will remain subject to
volatile market conditions and the need to continue reducing
overhead costs.

The negative outlook recognizes that Avis' credit metrics will
remain weak and that the company's operating performance will
remain vulnerable to further erosion given the considerable
uncertainties facing the US car rental sector.  Demand levels
could erode further, pricing within the rental sector could
soften, and the availability of financing to support consumer
purchases of used cars remains volatile.  In addition, Moody's
believes that Avis has only modest head room under the minimum
EBITDA covenants contained in its $1.15 billion credit facility.

The steep decline in rental demand beginning in October 2008
required Avis to rapidly reduce the size of its rental fleet.  The
accelerated liquidation of the fleet is likely to have increased
Avis' vehicle costs during the fourth quarter and also to have
placed pressure on pricing.  In addition, the defleeting process
was hampered by the reduced availability of consumer credit needed
to support retail purchases in the used car market.

Despite Moody's expectation that Avis has made considerable
progress in right-sizing its fleet and stabilizing its
depreciation costs, the company's operating performance will
likely remain weak into 2009.  Consequently, it will be important
for Avis to accelerate the progress of its Performance Excellence
and other cost reducing initiatives program that the company
anticipates will yield annual savings of $150 to $200 million.
These initiatives will focus on: reducing wage and other operating
costs, eliminating unprofitable rental transactions, and
consolidating facilities and purchasing activities.  In addition,
Avis will continue its efforts sustain its insurance replacement
business, increase its highly profitable ancillary rental revenue
stream, and maintain its portfolio of commercial accounts.

Progress in these areas will be essential if the company is to
fully adjust to the lower volume of demand that will persist in
the on-airport car rental sector through 2009.

In addition to operating challenges, the interest costs associated
with Avis' fleet securitizations have risen due to the pressures
within the credit markets.  This increase in interest expense will
be a major driver of the erosion in the company's credit metrics.
Notwithstanding its extensive cost cutting initiatives, and a
competitive position within the US car rental sector, Avis'
operating performance and credit metrics remain weak, and the
rating is vulnerable to further downgrade.  Ratings pressure could
result from further declines in enplanement levels, an erosion in
the pricing, additional weakness in the used car market, or a
ratio or EBIT/total interest that is sustained materially below
1.0 times.

The last rating action on Avis was a change in the outlook to
negative on January 24, 2008.

Avis Budget Car Rental LLC, headquartered in Parsippany, New
Jersey, is a one of the three largest automobile rental companies
in the US.


AVISTAR COMMUNICATIONS: Pares Net Loss to $231,000 in 4th Quarter
-----------------------------------------------------------------
Avistar Communications Corporation disclosed financial results for
the three and twelve months ended December 31, 2008.  Total
revenue was $3.1 million, as compared to $1.9 million for the
quarter ended December 31, 2007, an increase of 62%.  Revenue was
also 15% above $2.7 million in third quarter 2008.  The third and
second quarters of 2008 also had sequential quarterly improvements
in revenue of 51% and 56% respectively.

Net loss for the quarter was $231,000 as compared with a loss of
$3.7 million in the fourth quarter of 2007, and a loss of $774,000
in the third quarter of 2008, representing a 94% and 70%
improvement respectively and the third sequential quarterly
decrease in net loss.

The cash and cash equivalent balance at December 31, 2008 was $4.9
million.  The company generated positive cash flow from operations
during the fourth quarter of 2008 of $456,000.  The comparable
cash burn from operations during the fourth quarter of 2007 was
$3.2 million and the third quarter cash burn was
$1.3 million.  This is the first quarter in the history of the
firm that positive cash flow from operations has been achieved
without a significant IP settlement.

Adjusted EBITDA, which is a key metric used by the management
team, for the fourth quarter of 2008 was $591,000 profit compared
to a loss of $2.9 million in the fourth quarter of 2007 and
$53,000 profit during the third quarter of 2008.  This shows a
more than 1,000% improvement on third quarter and even larger
improvement compared to the fourth quarter 2007.

Revenue for the 12 months ended December 31, 2008, was
$8.8 million, compared to revenue of $12.0 million for the 12
months ended December 31, 2007, representing a 27% year-over-year
decrease due to a patent licensing agreement in the second quarter
of 2008.  This is primarily due to the firm's maturation over the
past 12 months as it focuses on normalized and regular product
revenue metrics rather than exceptional settlement income from
licensing of intellectual property, which was previously combined
with revenue as a separate metric.  Avistar reported a net loss of
$6.4 million for the 12 months ended December 31, 2008, compared
to a net loss of $2.9 million for the 12 months ended December 31,
2007.  Included in those net loss results were $1.5 million and
$2.7 million of employee stock compensation expense for 2008 and
2007, respectively.

"We met our key operational metric by generating a nearly six fold
increase in adjusted EBITDA profits in the fourth quarter 2008
compared to the fourth quarter 2007.  Our fourth quarter adjusted
EBITDA of $591,000 was higher than the total adjusted EBITDA
generated during all of 2007.  To this end we believe the very
difficult and challenging turnaround has been completed
successfully.  Our operations are efficient and productive, our
product is world class and highly competitive, our go to market is
diversified and our business is growing," Simon Moss, Avistar's
CEO.

During the fourth quarter of 2008, Avistar was granted five new
patents in real-time communications, bringing the total patents in
the portfolio to 96.  New patents from late in the third quarter
through year-end 2008 nearly double Avistar's existing 13 patents
in the real-time communications area, which includes wireless
communications, mobile devices, directories and servers used to
provide these services.

"Overall we are on plan and the fourth quarter should be
considered an important success.  The Avistar team executed well,
during a very difficult turnaround in 2008, and generated
excellent results in the fourth quarter," Mr. Moss said.

The Company has yet to file its financial report on Form 10-K with
the Securities and Exchange Commission.

                   About Avistar Communications

Headquartered in San Mateo, California, Avistar Communications
Corporation (Nasdaq: AVSR) -- http://www.avistar.com/-- holds a
portfolio of 80 patents for inventions in video and network
technology and licenses IP to videoconferencing, rich-media
services, public networking and related industries.  Current
licensees include Sony Corporation, Sony Computer Entertainment
Inc. (SCEI), Polycom Inc., Tandberg ASA, Radvision Ltd. and
Emblaze-VCON.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $11.2 million and total liabilities of $26.2 million, resulting
in a stockholders' deficit of about $15 million.

For nine months ended Sept. 30, 2008, the company posted net loss
of $6.1 million compared with net income of $755,000 in the same
period in the previous year.

The company has cash and cash equivalents of $4.4 million as of
Sept. 30, 2008, and cash, cash equivalents and short-term
investments of $4.9 million as of Dec. 31, 2007.  For the nine
months ended Sept. 30, 2008, the company has a net increase in
cash and cash equivalents of $367,000.


BABYSTYLE INC: To Sell Assets Under Chapter 11
----------------------------------------------
Babystyle Inc. and its Right Start Acquisition Co. filed for
Chapter 11 on Feb. 3 before the U.S. Bankruptcy Court for the
Central District of California.

A note posted on Babystyle's Web site says, "babystyle is sad to
announce that we have filed for Chapter 11 bankruptcy protection.
Due to this filing we are prohibited from accepting or issuing
babystyle Gift Cards and babystyle Merchandise Cards at any of our
remaining stores.  We apologize for any inconvenience this may
cause.  Any pending orders that have not yet shipped have been
cancelled and your credit card will not be charged."

Bloomberg's Bill Rochelle cited Babystyle as saying that it will
sell its assets in a "managed liquidation."  According to
Bloomberg, this is the second bankruptcy filing by the two
companies.

Bloomberg reports that Right Start and Babystyle are owned by
affiliates of private-equity investor Hancock Park Associates. In
July, Hancock Park paid $5.35 million for the remaining 12 stores
belonging to EStyle Inc., a chain of 23 stores selling maternity,
baby and children's apparel when it filed in Chapter 11 in March.
Hancock in December 2003 bought the Right Start stores from a
company in Chapter 11 formally named FAO Inc., although better
known as the toy store FAO Schwarz.  Hancock had been part of the
financing group that enabled FAO to emerge from a prior Chapter 11
case earlier in 2003.

Right Start Acquisition Co. and Babystyle Inc. sell merchandise
and apparel for infants and children.

In its Web site, Right Start said it is the largest national
specialty retailer of juvenile products for infants and young
children. Parents have trusted us to offer the most innovative,
high-quality, safety tested products for their children since
1985. The Right Start carries a carefully selected assortment of
the finest quality strollers, car seats, developmental toys,
books, videos, music, nursery accessories, and home safety items,
plus a complete assortment of care products.  It has 33 stores
nationwide.  In it bankruptcy petition, it estimated assets and
debts of $10 to $50 million.


BABYSTYLE INC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Babystyle, Inc.
        aka TRS Acquisition Subsidiary, Inc.
        aka Cadeau
        aka Estyle, inc.
        aka Cadeau Designs
        aka Babystyle
        aka Cadeau Maternity
        aka Kidstyle
        26635 Agoura Road, Suite 201
        Calabasas, CA 91302
        Tel: (310) 434-9590

Bankruptcy Case No.: 09-11141

Chapter 11 Petition Date: February 3, 2009

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Kathleen Thompson

Company Description: The debtor engages in the design,
                     manufacture, procurement, advertising,
                     distribution, and sale of clothing,
                     equipment, toys, and accessories. It offers
                     maternity and baby clothes, nursery
                     furnishings, baby gear products, infant
                     developmental products, kid's clothes,
                     fashions for children's rooms, toys, gifts,
                     and gift registry products.
                     See: http://www.babystyle.com/

Debtor's Counsel: Hamid R Rafatjoo. Esq.
                  Pachulski Stang Ziehl & Jones LLP
                  10100 Santa Monica Blvd., Suite 1100
                  Los Angeles, CA 90067
                  Tel: (310) 277-6910
                  Email: hrafatjoo@pszjlaw.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/ccb09-11141.pdf

The petition was signed by Kenton Van Harten, CEO of the company.


BEECHCRAFT ACQUISITION: Moody's Downgrades Corp. Rating to 'B3'
---------------------------------------------------------------
Moody's Investors Service has downgraded Hawker Beechcraft
Acquisition Company, LLC's Corporate Family and Probability of
Default Ratings to B3 from B2.  At the same time, ratings were
lowered on the company's senior secured bank debt (to B1 from
Ba3), senior unsecured notes (to Caa1 from B3), subordinated notes
(to Caa2 from Caa1) and the Speculative Grade Liquidity rating (to
SGL-2 from SGL-1).  The actions reflect concern over prospects for
diminished revenues and cash flows in the company's dominant
business and general aviation sector from an aggregation of market
developments.  In Moody's view, a combination of factors suggests
the inflow of new orders will be reduced, backlogs may remain
vulnerable, and lower production/delivery volumes can be implied
from the significant reduction in employee headcount which Hawker
has announced.  The outlook is negative.

A weakening global economy, declining corporate profitability, and
growing levels of used aircraft available for sale portend a
depressed period for new aircraft orders.  Furthermore, this
combination along with anecdotal reports of lower utilization
rates of business and general aviation aircraft, and still tenuous
credit markets suggests an environment in which Hawker could face
customer requests to defer delivery of aircraft or outright
cancellation.  Management teams in the sector have historically
responded with reductions in the rate at which new aircraft are
produced from their established backlogs.  In this context, the
roughly 30% cumulative reductions in force which Hawker has
announced over the last few weeks have been interpreted as
foretelling a material reduction in 2009 production.  This is
expected to yield lower revenues, cash flows and resultant
coverage ratios than prior expectations at a time when the company
continues with a highly leveraged capital structure.  Accordingly,
the Corporate Family and Probability of Default ratings were
revised to B3.  The outlook was moved to negative to reflect
potential for further erosion in debt protection measures should
there be a need for additional cuts in production.

Going into this more challenging environment, Hawker had a
considerable backlog of orders, roughly $7.9 billion at the end of
September, and a competitive product offering with established
market shares and distribution channels in a sector with
substantial barriers to entry.  The company's trainer aircraft
segment is supported by government awards and its business service
segment should continue with aftermarket replacement and
maintenance demand, although at more subdued levels, from an
installed base of over 36,000 aircraft.  The sector remains highly
cyclical despite the improved geographic spread of the order book
as few regions continue with positive growth prospects.  The
company continues with a degree of concentration as NetJets (on a
global basis) accounted for some 40% of the company's historical
backlog.  Hawker's capital structure remains highly leveraged and
interest coverage has been erratic over the last year, although
this involved a strike at its principal operations.

Near-term liquidity provides some element of support to the B3
Corporate Family and Probability of Default ratings.  Hawker had
some $319 million of cash at the end of the third quarter as well
as access to its $400 million revolving credit agreement, which
was un-drawn at that date (Lehman Brothers had a $35 million
commitment in the facility.  Its bankruptcy has effectively
reduced the facility to $365 million).  Moody's would anticipate
Hawker could generate positive cash from operations, and, after
modest capital expenditures, have material free cash flow albeit
at less robust levels.  Over the course of the next year, the sole
financial covenant, maximum net secured debt/EBITDA, will step-
down. Hawker had ample cushion under the covenant at the end of
September, but this could diminish if measured EBITDA declined and
the revolver was tapped.  Consequently, Moody's revised the SGL
rating to SGL-2; designating good liquidity.

Ratings could be subject to downgrade if debt/EBITDA were
sustained materially above 7 times, EBITA/interest fell below 1
time for a significant period, negative free cash flow were
experienced for several quarters or if the firm's liquidity
profile deteriorated.  The outlook could be stabilized if
debt/EBITDA was 6 times or less while EBITA/interest was sustained
closer to 1.5 times and material free cash flow generation was
maintained.  Moody's also noted that the company obtained an
amendment to its bank credit agreements in December which would
permit, under prescribed conditions, Hawker to purchase up to $300
million of its secured term loan at a discount to par.  Meaningful
use of this option could, under certain circumstances, be
construed as a distressed restructuring, and, if deemed such, lead
to a limited default designation.

Ratings downgraded and updated Loss Given Default Assessments:

  -- Corporate Family to B3 from B2

  -- Probability of Default to B3 from B2

  -- $400 million secured revolving credit facility to B1 (LGD-2,
     28%) from Ba3 (LGD-2, 28%)

  -- $1,284 million secured term loan to B1 (LGD-2, 28%) from Ba3
     (LGD-2, 28%)

  -- $75 million synthetic letter of credit facility to B1 (LGD-
     2, 28%) from Ba3 (LGD-2, 28%)

  -- $400 million 8.5% unsecured notes due 2015 to Caa1 (LGD-5,
     77%) from B3 (LGD-5, 74%)

  -- $400 million optional PIK notes due 2015 to Caa1 (LGD-5,
     77%) from B3 (LGD-5, 74%)

  -- $300 million subordinated notes due 2017 to Caa2 (LGD-6,
     94%) from Caa1 (LGD-6, 94%)

The last rating action was on April 22, 2008 at which time the
Speculative Grade Liquidity rating was upgraded to SGL-1 from SGL-
3 and the Corporate Family and Probability of Default ratings of
B2 were affirmed.

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, KS, is a leading manufacturer of business jets,
turboprops and piston aircraft for corporations, governments and
individuals worldwide.


BENSALEM BUFFETS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Bensalem Buffets Realty, L.P.
        8 Nantone Court
        Colts Neck, NJ 07722

Bankruptcy Case No.: 09-11890

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Buffets of Autobaum, Inc.                          08-34565
Buffets of Bensalem, LLC                           08-34568
Buffets of Pennsylvania, Inc.                      08-34570
Buffets of Seaford, LLC                            08-34572
Janet's Inc.                                       08-34573

Type of Business: The company is a single asset real estate
debtor.

Chapter 11 Petition Date: January 28, 2009

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Michael B. Kaplan

Debtor's Counsel: Joseph Casello, Esq.
                  Collins, Vella & Casello
                  1451 Highway 34 South, Suite 303
                  Farmingdale, NJ 07727
                  Tel: (732) 751-1766
                  Fax : (732) 751-1866
                  Email: jcasello@cvclaw.net

Total/Estimated Assets:

Total/Estimated Debts:

The Debtor's largest unsecured creditors is St. Francis Wellington
Commercial, for a $50,000 trade debt.

The petition was signed by Nancy Alario, Acting Director of the
company.


BILLY WILLIAMS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Billy Robin Williams
        30 Riverwood Cove
        Kingston, GA 30145

Bankruptcy Case No.: 09-40421

Chapter 11 Petition Date: February 2, 2009

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

Judge: Mary Grace Diehl

Debtor's Counsel: James R. McKay, Esq.
                  Fuller & McKay
                  P.O. Box 1654
                  Rome, GA 30162-1654
                  Tel: (706) 295-1300
                  Email: fulmac@bellsouth.net

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

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

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

            http://bankrupt.com/misc/ganb09-40421.pdf

The petition was signed by Billy Robin Williams.


BOOM DRILLING: Obtains Court's Authority to Sell Rig Assets
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Oklahoma
granted Boom Drilling, Inc., Boomer Mud Pump, LLC, J&J Air
Drilling, Inc., and Rocket Companies, LLC, permission to:

   i) sell to Laurus Master Fund Ltd. certain assets including
      collateral for debt that was originally owed to
      International Bank of Commerce, free and clear of liens,
      claims and encumbrances, and to

  ii) assume and assign to Laurus executory contracts in
      connection therewith.

As reported in the Troubled Company Reporter, on or about Nov. 25,
2008, Laurus acquired the IBC debt, and accompanying liens and
security interests.

Laurus purchased the assets by partly submitting a $95 million
credit bid using the debt originally owed to Laurus and additional
debt it purchased from IBC.  Laurus has also agreed to pay all
cure amounts associated with the assumption and assignment of the
Assumed Contracts.  Laurus will not be acquiring any cash,
accounts receivable for work completed prior to the Closing Date,
real property or rolling stock of the Debtors.

If the sale closes, $95 million of secured debt owed to Laurus and
IBC will be extinguished.  Laurus will retain an allowed general
unsecured claim against the estates for the remaining portion of
its debt against the Debtors.  Laurus will release all liens,
security interests and pledges granted by the Debtors and held by
Laurus which attach to any property owned by the Debtors, and any
claims that could be asserted by Laurus against the Debtors, other
than (a) the Retained Claim and (b) any claims arising under the
APA or any documents in connection with the APA.

                         Purchased Assets

The Purchased Assets consist of:

(a) certain rig assets;

(b) all rig contracts;

(c) all equipment and inventory;

(d) intellectual property, together with the right to sue and
     recover for past, present or future infringements or
     misappropriations thereof;

(e) all deposits and prepaid expenses relating to any assumed
     contract;

(f) all assumed leases;

(g) any accounts receivable, excluding any excluded assets,
     arising on or prior to the Closing Date to the extend such
     accounts receivable relate to services to be performed on or
     after the Closing Date;

(h) all books, records, papers and instruments of whatever
     nature and wherever located;

(i) all insurance proceeds, claims, causes of action and all
     other claims relating to the purchased assets and assumed
     contracts, in each case, other than a certain Sedna Claim;
     and

(j) subject to the exclusions, all other or additional
     privileges, rights, interests, properties and assets of
     every kind and description and wherever located.

As of Sept. 8, 2008, Boom Drilling owed Laurus Master Fund, Ltd.
and its assigns in excess of $100 million, consisting of
approximately $79.5 million in unpaid principal and approximately
$21.5 million in past due interest and fees.

This debt is the result of a financing transaction that closed on
March 31, 2007.  Laurus holds a first priority interest in and
lien on the Debtors' equipment, inventory, and fixtures, including
but not limited to, all drilling rigs, the rigs' substructure,
engines, braking systems, drill pipes, drill collars, machinery,
tools, supplies, parts and other items and types of goods used or
acquired in connection with the rigs.  The collateral also
consists of all chattel paper relating to the rigs and all
accounts, general intangibles and payment intagibles to the extent
arising from the sale, transfer or other disposition of the rigs
and collateral.

                        Termination Events

The APA contains various termination events, which include the
right of Laurus to terminate the APA prior to closing if there has
been a material adverse effect or if the sale order has not been
entered by Jan. 28, 2009, or the sale has not closed by
Feb. 15, 2009.

                      Qualification Deadline

"Qualified Bids" will be received by no later than 4:00 p.m.
Central Time on the date that is two business days prior to the
scheduled sale hearing.

All overbids must be for all of the Purchased Assets, including
the Assumed Contracts, and must provide for cash consideration to
the Debtors that is in excess of the amount of Laurus' credit bid.

The bid will not contain any conditions to closing based upon the
ability of the potential bidder to obtain financing, the outcome
of unperformed due diligence by the potential bidder, or any
reason other than those set forth in the APA.  The bid will state
a proposed cash purchase price, which must be at least equal to
the amount of the $95 million credit bid offered by Laurus, plus
at least $25,000 which proposed purchase must be payable all in
cash at closing.

Pursuant to the APA, if there is a Qualified Bidder in addition to
Laurus, then an auction in Court will be held at the sale hearing.
If there is no Minimum Initial Overbid, then Laurus will be the
successful bidder for the Purchased Assets and no auction will be
held.

A full-text copy of the Asset Purchase Agreement, dated Dec. 31,
2008, between Laurus Master Fund, Ltd. and Boom Drilling, Inc. is
available for free at:

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

                       About Boom Drilling

Headquartered in Woodward, Oklahoma, Boom Drilling Inc. --
http://www.boomdrilling.com/-- owns and operates oil and gas
drilling rigs, together with associated parts, components and
drilling related equipment.  Boom employs approximately 400
employees.  Boom is the sole parent of Boomer Mud Pump LLC, J&J
Air Drilling, Inc. and Rocket Companies, LLC.  Boomer is a full
line outfield supply store that provides parts for the manufature
of rigs and draw works to Boom.  Boom Drilling and its three
subsidiaries filed separate petitions for Chapter 11 protection on
Sept. 8, 2008 (Bankr. W.D. Okla. Lead Case No. 08-13941).  Michael
D. McMahan, Esq., and Stephen J. Moriarty, at Andrews Davis, PC,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
assets of between $100 million and $500 million, and debts of
between $50 million and $100 million.


BOOM DRILLING: Obtains Court's Nod to Sell Oil & Gas Interests
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Oklahoma
granted on Feb. 4, 2009, Boom Drilling, Inc., Boomer Mud Pump,
LLC, J&J Air Drilling, Inc., and Rocket Companies, LLC, authority
to:

(i) sell to Laurus Master Fund, Ltd. all of its interests in a
     certain oil and gas wellbore described as "Stone Top #1
     Well" located in Cleveland County, at SW/4 Section 34-T8N-
     R2W and all agreements, contracts, leases, interests,
     payments, royalties, hydrocarbons, instruments and other
     documentation relating thereto, free and clear of liens,
     claims and encumbrances; and

(ii) assume and assign certain executory contracts and unexpired
     leases, to Laurus.

As reported in the Troubled Company Reporter on Jan. 16, 2009, all
claims and interests of any entity against the purchased assets
will attach after the sale to the proceeds of the sale, with the
same validity, force and effect, if any, and subject to the same
rights, claims, and defenses of the Debtors.

Laurus will make cash payment of $25,000, subject to overbid.
Laurus has agreed to pay all cure amounts associated with the
assumption and assignment of the assumed contracts.

Laurus has the right to terminate the Asset Purchase Agreement
prior to closing if there has been a material adverse effect or if
the sale has not been entered by Jan. 18, 2009, the sale has not
closed by Feb. 15, 2009, or if the sale contemplated by the Rig
Asset Purchase Agreement has not been approved by the Court and/or
the sale does not close.

                      Qualification Deadline

The Debtor proposes a date that is two business days prior to the
scheduled sale hearing for all qualified bidders to submit their
bids to the purchased assets.

Bids will contain terms and conditions for the purchase of the
purchased assets that are substantially identical to or better
than those contained in the APA.  Bids will state a proposed cash
purchase price, which must be at least equal to the amount of
$25,000, plus at least $10,000 which proposed purchase price must
be payable all in cash at closing, and will not contain any
conditions to closing based upon the ability of the potential
bidder to obtain financing, the outcome of unperformed due
diligence by the potential bidder, or any reason other than those
set forth in the APA.

If there is a qualified bidder in addition to Laurus, then an
auction in Court will be held at the sale hearing for the
purchased assets.  If there is no Minimum Initial Overbid, then
Laurus will be the successful bidder for the purchased assets and
no auction will be held.

              Debtor Owes Laurus More than $100-Mil.

As of Sept. 8, 2008, Boom Drilling owed Laurus in excess of
$100 million, consisting of approximately $79.5 million in unpaid
principal and approximately $21.5 million in past due interest and
fees.  This debt is secured by Debtors' equipment, inventory, and
fixtures, including but not limited to, all drilling rigs, the
rigs' substructure, engines, braking systems, drill pipes, drill
collars, machinery, tools, supplies, parts and other items and
types of goods used or acquired in connection with the rigs.  The
collateral also consists of all chattel paper relating to the rigs
and all accounts, general intangibles and payment intangibles to
the extent arising from the sale, transfer or other disposition of
the rigs and collateral.

                       About Boom Drilling

Headquartered in Woodward, Oklahoma, Boom Drilling Inc. --
http://www.boomdrilling.com/-- owns and operates oil and gas
drilling rigs, together with associated parts, components and
drilling related equipment.  Boom employs approximately 400
employees.  Boom is the sole parent of Boomer Mud Pump LLC, J&J
Air Drilling, Inc. and Rocket Companies, LLC.  Boomer is a full
line outfield supply store that provides parts for the manufature
of rigs and draw works to Boom. Boom Drilling and its three
subsidiaries filed separate petitions for Chapter 11 protection on
Sept. 8, 2008 (Bankr. W.D. Okla. Lead Case No. 08-13941).  Michael
D. McMahan, Esq., and Stephen J. Moriarty, at Andrews Davis, PC,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
assets of between $100 million and $500 million, and debts of
between $50 million and $100 million.


BOOM DRILLING: May Sell Claims and Causes of Action Against Sedna
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Oklahoma
granted Boom Drilling Inc., Boomer Mud Pump, LLC, J&J Air
Drilling, Inc., and Rocket Companies, LLC, permission to sell:

  i) certain claims and causes of action against Sedna Energy
     Inc. related to the Drilling Bid Proposal and Daywork
     Drilling contract dated as of Aug. 7, 2008, in connection
     with certain wells located in Pittsburg County, Oklahoma,
     subject to overbid, and to

  2) assume and assign certain executory contracts in connection
     therewith, to Laurus Master Fund, Ltd.

As reported in the Troubled Company Reporter on Jan. 16, 2009, in
consideration for the acquisition, Laurus will make a cash payment
of $25,000 subject to overbid.  Laurus has also agreed to pay all
cure amounts associated with the assumption and assignment of the
Assumed Contracts.

       Boom Drilling Owes Laurus in Excess of $100 Million

As of Sept. 8, 2008, Boom Drilling owed Laurus in excess of
$100 million, consisting of approximately $79.5 million in unpaid
principal and approximately $21.5 million in past due interest and
fees.  This debt is secured by Debtors' equipment, inventory, and
fixtures, including but not limited to, all drilling rigs, the
rigs' substructure, engines, braking systems, drill pipes, drill
collars, machinery, tools, supplies, parts and other items and
types of goods used or acquired in connection with the rigs.  The
collateral also consists of all chattel paper relating to the rigs
and all accounts, general intangibles and payment intangibles to
the extent arising from the sale, transfer or other disposition of
the rigs and collateral.

                        Termination Events

The Asset Purchase Agreement dated Dec. 31, 2008, contains various
termination events, which include the right of Laurus to terminate
the APA prior to closing if there has been a material adverse
effect or if the sale order has not been entered by Jan. 28, 2009,
the sale has not closed by Feb. 15, 2009, or if the sale
transaction contemplated by the Rig Asset Purchase Agreement has
not been approved by the Court and/or the sale does not close.

                      Qualification Deadline

Qualified bids must be received no later than 4:00 p.m. Central
Time on the date that is two business days prior to the scheduled
hearing.

All overbids must be for all of the Purchased Assets, including
the Assumed Contracts, and must provide for cash consideration to
the Debtors that is in excess of the amount of Laurus' $25,000
cash bid.

Bids shall not contain any conditions to closing based upon the
ability of the potential bidder to obtain financing, the outcome
of unperformed due diligence by the potential bidder, or any
reason other than those set forth in the APA.  Bids must be at
least equal to the amount of $25,000, plus at least $10,000 (the
"Minimum Initial Overbid") which proposed purchase price must be
payable all in cash at closing.

If there is a Qualified Bidder in addition to Laurus, then an
auction in Court will be held at the sale hearing for the
purchased assets.  If there is no Minimum Initial Overbid, then
Laurus will be the successful bidder for the purchased assets and
no auction will be held.

                       About Boom Drilling

Headquartered in Woodward, Oklahoma, Boom Drilling Inc. --
http://www.boomdrilling.com/-- owns and operates oil and gas
drilling rigs, together with associated parts, components and
drilling related equipment.  Boom employs approximately 400
employees.  Boom is the sole parent of Boomer Mud Pump LLC, J&J
Air Drilling, Inc. and Rocket Companies, LLC.  Boomer is a full
line outfield supply store that provides parts for the manufacture
of rigs and draw works to Boom.  Boom Drilling and its three
subsidiaries filed separate petitions for Chapter 11 protection on
Sept. 8, 2008 (Bankr. W.D. Okla. Lead Case No. 08-13941).  Michael
D. McMahan, Esq., and Stephen J. Moriarty, at Andrews Davis, PC,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
assets of between $100 million and
$500 million, and debts of between $50 million and $100 million.


BON-TON STORES: S&P Gives Negative Outlook; Affirms 'B-' Rating
---------------------------------------------------------------
Standards & Poor's Ratings Services said it revised the outlook on
York, Pennsylvania-based department store operator The Bon-Ton
Stores Inc. to negative from stable.  Concurrently, S&P affirmed
the ratings on the company, including its 'B-' corporate credit
rating.

"The outlook revision reflects Standard & Poor's deepening concern
about the impact of the U.S. recession on the increasingly
troubled department store sector," said Standard & Poor's credit
analyst Diane Shand, "which felt the full brunt of the declining
U.S. economy and weakening consumer confidence in 2008."  The
recession is likely to worsen through the first half of 2009 given
weakening employment, the still-poor housing market, and
continuing turmoil in financial markets.

"We expect Bon-Ton to plan inventories, expenses, and store growth
conservatively in an effort to protect margins," continued Ms.
Shand.  Nevertheless, its margins are likely to erode as a result
of weak consumer demand, lack of sales leverage, and promotional
activity.  "We expect the company's credit metrics to deteriorate
as a result of declining profitability," she added.


BRAINTECH INC: Appoints Jerry Osborn as Executive Vice President
----------------------------------------------------------------
On January 28, 2009, Braintech, Inc., appointed Jerry Osborn, age
47, as Executive Vice President of the Company, and President of
Braintech Industrial, Inc., a subsidiary of the Company.  Before
joining the Company, Mr. Osborn held various management positions
in customer service, engineering, project management and
manufacturing and was most recently Vice President and General
Manager of the North American Robot Automation business unit of
ABB Robotics Inc. from 2004 through December 2008.  Mr. Osborn has
a B.S. in Industrial Technology from Colorado State University and
has undertaken specialized graduate studies at Duke University,
the University of Wisconsin-Milwaukee, the University of Michigan
and the ABB Academy in Switzerland. He began his career in the
ESAB Robotics Division in 1983. Osborn joined ABB in 1992 after it
acquired ESAB Robotics.

In connection with the appointment, on January 28, 2009, the
Company entered into an employment agreement with Mr. Osborn.  The
Employment Agreement provides for an annual salary of $175,000.
The Employment Agreement also provides that Mr. Osborn is entitled
to purchase up to 1,750,000 shares of the Company's common stock
at a purchase price of $0.01 per share and receive options to
purchase 500,000 shares of common stock upon achievement of
certain milestones.  Pursuant to the Employment Agreement, the
Company has paid $17,500 to Mr. Osborn as a signing bonus, which
Mr. Osborn will apply to purchase the 1,750,000 shares.  In
addition, Mr. Osborn will be eligible to participate in the
Company's 2009 Bonus Incentive Plan with a target payout of up to
40% of his Base Salary for 2009, pro-rated based on his start
date.  He will also be eligible to participate in BRAINTECH's
bonus incentive plans for subsequent years.

The Employment Agreement provides for the ability of the Company
or Mr. Osborn to terminate Mr. Osborn's employment with the
Company for any reason.  If the Company terminates Mr. Osborn's
employment without Good Cause or Mr. Osborn terminates his
employment with Good Reason, or his employment is terminated
because of permanent incapacity or death, (i) Mr. Osborn will be
entitled to all unpaid compensation and benefits, stock and
options earned -- where the required milestones have been achieved
as of the termination date -- up to the termination date, (ii) all
Bonus Stock Options granted as of the date of termination will
immediately vest and may be exercised within 36 months, (iii) Mr.
Osborn will receive a lump sum payment equal to two times the
highest Base Salary during his employment with the Company, and
(iv) all employee benefits and executive benefits under the
Employment Agreement will continue for two years after the
termination date.  If Mr. Osborn's employment is terminated by the
Company with Good Cause or by Mr. Osborn without Good Reason, Mr.
Osborn will be entitled to the rights and payments in clause (i)
of the preceding sentence, and he shall not be entitled to any
further cash Bonus under paragraph 8 of the Employment Agreement.

A full-text copy of Mr. Osborn's Employment Agreement is available
for free at: http://researcharchives.com/t/s?3948

                         About Braintech

Headquartered in North Vancouver, B.C., Canada, Braintech Inc.
(OTC BB: BRHI) -- http://www.braintech.com/-- has four wholly
owned subsidiaries: Braintech Canada Inc., a British Columbia
corporation, Braintech Government & Defense Inc., a Delaware
corporation, Braintech Consumer & Service Inc., a Delaware
corporation, and Braintech Industrial Inc., a Delaware
corporation.  Braintech Canada Inc. carries out the company's
research and development activities, and employs a majority of the
company's technical personnel.

The company generates the majority of its revenues from the sale
of robotic vision software that it has developed.  The company's
software sales have principally involved computerized vision
systems used for the guidance of industrial robots performing
automated assembly, material handling, and part identification and
inspection functions.

As reported in the Troubled Company Reporter on January 2, 2009,
in a November regulatory filing with the Securities and Exchange
Commission, Braintech, Inc., noted that its history of losses and
significant deficit raises substantial doubt about its ability to
continue as a going concern.  The company noted that it has
generated only roughly $11.4 million in revenues since the
inception its current operations January 3, 1994.  The company
expects to incur operating losses in the future.

As of September 30, 2008, Braintech had $5.8 million in total
assets, including $3.7 million in total current liabilities;
$5.4 million in total liabilities, all current; and $34.2 million
in accumulated deficit.

Braintech posted in $2.1 million in net losses for the three
months ended, and $3.4 million in net losses for the nine months
ended, September 30, 2008.


BRAINTECH INC: Babak Habibi Resigns as Chief Technology Officer
---------------------------------------------------------------
On February 3, 2009, Babak Habibi resigned, effective immediately,
as Chief Technology Officer of Braintech, Inc., and President of
the company's subsidiary, Braintech Canada, Inc.

The company further disclosed that on February 6, 2009, it filed a
lawsuit in the U.S. District Court for the Eastern District of
Michigan, Southern Division, against Adil Shafi for rescission of
the Company's previous acquisition of Shafi, Inc., and 80% of
Shafi Innovations, Inc.  Shafi, the Company's Chief Operating
Officer, has been placed on administrative leave without pay.

Headquartered in North Vancouver, B.C., Canada, Braintech Inc.
(OTC BB: BRHI) -- http://www.braintech.com/-- has four wholly
owned subsidiaries: Braintech Canada Inc., a British Columbia
corporation, Braintech Government & Defense Inc., a Delaware
corporation, Braintech Consumer & Service Inc., a Delaware
corporation, and Braintech Industrial Inc., a Delaware
corporation.  Braintech Canada Inc. carries out the company's
research and development activities, and employs a majority of the
company's technical personnel.

The company generates the majority of its revenues from the sale
of robotic vision software that it has developed.  The company's
software sales have principally involved computerized vision
systems used for the guidance of industrial robots performing
automated assembly, material handling, and part identification and
inspection functions.

As reported in the Troubled Company Reporter on January 2, 2009,
in a November regulatory filing with the Securities and Exchange
Commission, Braintech, Inc., noted that its history of losses and
significant deficit raises substantial doubt about its ability to
continue as a going concern.  The company noted that it has
generated only roughly $11.4 million in revenues since the
inception its current operations January 3, 1994.  The company
expects to incur operating losses in the future.

As of September 30, 2008, Braintech had $5.8 million in total
assets, including $3.7 million in total current liabilities;
$5.4 million in total liabilities, all current; and $34.2 million
in accumulated deficit.

Braintech posted in $2.1 million in net losses for the three
months ended, and $3.4 million in net losses for the nine months
ended, September 30, 2008.


BRUNO'S SUPERMARKETS: Returns to Chapter 11 After 11 Years
----------------------------------------------------------
Bruno's Supermarkets, LLC, owner and operator of Bruno's and FOOD
WORLD, filed a voluntary petition for relief under Chapter 11 of
the United States Bankruptcy Code in the United States Bankruptcy
Court for the Northern District of Alabama, to restructure the
Company's operations to focus on its core strengths.  The Company
intends to work with all of its constituencies to reach mutually
acceptable resolutions and to exit bankruptcy as expeditiously as
possible.  Bruno's operations are expected to continue
uninterrupted throughout the bankruptcy process and while the
Company executes on its reorganization plans.

The Company also appointed Jim Grady, Senior Director with Alvarez
& Marsal, as Chief Restructuring Officer, effective immediately.
Mr. Grady replaces Kent Moore, the Company's Chief Executive
Officer since October 2, 2007, who resigned last week to pursue
other opportunities.  Mr. Grady is an experienced executive in
developing and implementing strategic financial and operational
turnaround plans.

"While Bruno's remains a business with strong potential, a
committed group of Teammates, a well recognized brand and a proud
heritage, we are also a company that is challenged by the
tightening credit market and the difficult market environment for
retailers, especially grocery stores," said Mr. Grady.

"After careful consideration of all available alternatives, the
Company determined that filing for Chapter 11 was a necessary and
prudent step that allows us to operate our business without
interruption while continuing to implement our restructuring.  The
action we are taking provides the Company with the most effective
means to restructure our balance sheet and position Bruno's to
compete more effectively.  We are committed to serving our
customers and maintaining regular operations as we undertake this
process."

The Company believes that its cash from operations will be
sufficient to meet its normal business obligations.  To augment
its current cash position, Bruno's is working to negotiate a
commitment for a debtor-in-possession financing package.

Bruno's will seek the Court's approval to continue to honor its
customer policies and programs, including gift cards,
returns/exchanges, promotions, and loyalty programs to minimize
any impact of the restructuring on the Company's customers.

"Our management team is committed to making this restructuring
successful and we are also committed to satisfying our customers'
expectations by continuing to offer them the services, products
and inspired ideas to enhance their busy lifestyles," said
Mr. Grady.  "We are grateful to all of our Teammates for their
hard work, loyalty and dedication to Bruno's."

Bruno's has retained Alvarez & Marsal, a restructuring and
corporate advisory firm, to assist the Company throughout the
restructuring process.  It has retained Kurtzman Carson
Consultants LLC as claims and noticing agent.

                    About Bruno's Supermarkets

Bruno's Supermarkets, LLC, is the parent company of Bruno's and
FOOD WORLD grocery stores, which includes 23 Bruno's locations and
43 FOOD WORLD in Alabama and the Florida Panhandle.  Founded in
1933, Bruno's has operated as an independent company since 2007
after undergoing several transitions and changes in ownership
starting in 1995.


BRUNO'S SUPERMARKETS: DIP Loan to Fund "Orderly Liquidation"
------------------------------------------------------------
Bruno's Supermarkets, LLC, owner and operator of Bruno's and FOOD
WORLD, said its working with all constituents to restructure its
balance sheet and exit bankruptcy as expeditiously as possible.
It said that its operations are expected to continue uninterrupted
while in bankruptcy.  Bruno's filed for Chapter 11 before the U.S.
Bankruptcy Court for the Northern District of Alabama on Feb. 5.

Various retailers -- like Circuit City Stores, Inc., Steve &
Barry's LLC, Mervyn's LLC, and Linens `N Things -- that have filed
for Chapter 11, however, have ended liquidating their assets.
Linens planned on shedding off unprofitable locations and keeping
remaining stores but failed to reach agreement with its creditors.

Bruno's, on the other hand, said that it is working with all
constituents to restructure its balance sheet and exit bankruptcy
as expeditiously as possible.  It said that its operations are
expected to continue uninterrupted while in bankruptcy.

Bruno's hired Alvarez & Marsal as advisers effective January 27.
Among the firm's tasks is to "assist or direct relationships with
counsel and other critical advisors to the Debtor who have been or
may be employed by Debtor to effectuate the reorganization,
refinancing, merger and/or sale of the Debtor."

Bruno's is seeking approval to access a $6,700,000 debtor-in-
possession loan from an affiliated company, Bi-Lo, LLC, pursuant
to a Loan Agreement.  It said that Regions Bank has declined to
grant additional financing.  Regions bank has said that it's
objecting to any postpetition financing that is secured by a
senior priming lien on its collateral.

According to a motion filed with Court, Bruno's said that has an
immediate need to obtain the DIP Financing and use its lenders'
cash collateral to, among other things, "permit the orderly
continuation of the operation of its business, maintain business
relationships with vendors, suppliers and customers, to make
payroll and satisfy other working capital and operational needs."

James Grady, financial advisor to the Debtor, in an affidavit
explaining the DIP financing and the other first day motions,
however, said, "The Loan Agreement will allow Debtor to continue
to finance its orderly liquidation and the wind down of its
affairs for the benefit of the relevant estate.  Without immediate
authority to obtain financing on the terms and conditions set
forth in the Agreement, Debtor will be unable to meet the costs
and expenses attendant to winding down in an orderly fashion.
This wind-down will maximize distributions to creditors, and the
failure to wind down in an orderly fashion could cause immediate
and irreparable harm to Debtor's bankruptcy estate."

             Second Bankruptcy Filing of Bruno's

This is the second bankruptcy filing of Bruno's.  In 1995, after a
prolonged period of stagnant sales and earnings, Bruno's was
acquired by Kohlberg Kravis Roberts & Co in a leveraged buyout.
Due to the significant debt incurred by Bruno's through the
leveraged buyout and substantial losses in 1996 and 1997, Bruno's
filed for bankruptcy under chapter 11 of the Bankruptcy Code in
early 1998.  At the time of Bruno's emergence from bankruptcy in
2000, Bruno's operated approximately 152 stores in Alabama,
Georgia, Florida and Mississippi.  Bruno's was acquired, in 2001,
by Ahold USA, Inc., the U.S. subsidiary of Royal Ahold, an
international supermarket conglomerate.  In 2005, Bruno's was sold
to Lone Star Fund V (U.S.), L.P., one of the funds held by the
private equity firm Lone Star Funds.  Following the sale to Lone
Star Fund Five, Bruno's sold approximately 100 of its stores to C
& S Wholesale Grocers.

Privately held Bruno's was founded in 1933 by Joe Bruno with the
opening of an 800 square foot comer grocery store in Birmingham,
Alabama.  At present, Bruno's has three grocery store chains,
Bruno's Food World, and FoodMax in 66 locations in Alabama and the
Florida, employing about 4,200 employees, 2,600 of whom are
members of the United Food & Commercial Workers Local #1657 union.

Mr. Grady, a senior director at Alvarez & Marsal North America,
LLC, said that the recent bankruptcy filing of Bruno's
Supermarkets, LLC, owner and operator of Bruno's and FOOD WORLD,
has been precipitated by a variety of factors that have led to a
deterioration in Bruno's business and a lack of liquidity.

Mr. Grady relates that over the past 18 months, the country has
seen a significant decline in the economy as a whole.  The
economic decline has resulted in a significant decrease in
consumer spending, including food and grocery items.  This
decreased demand has led to a decline in Bruno's sales.

Furthermore, Bruno's has also seen an increased amount of
competition in its core market from other grocers, Mr. Grady adds.
With an abundance of older locations, Bruno's has had difficulty
competing with the newer grocery stores that have moved into its
markets. This increased competition from newer grocery stores has
reduced Bruno's market share.

According to Mr. Grady, the frozen credit markets have limited the
availability of capital for improvements to Bruno's stores to
allow Bruno's to compete with the newer stores of its competitors.
Furthermore, the lack of available capital has resulted in Bruno's
being unable to locate sufficient working capital with which to
operate its stores.

Bruno's said that at the time of its bankruptcy filing on Feb. 5,
2009, it owes Regions Bank $10.8 million under a revolving line of
credit, secured by majority of Bruno's assets.  The Company also
owes (i) approximately $22.5 million in accounts payable to trade
and other creditors, (ii) $6.8 million to various state and local
taxing authorities, and (iii) $3.5 million to Bi-Lo.  It's
bankruptcy petition estimated that it has assets and debts of $100
million to $500 million each.

                    About Bruno's Supermarkets

Bruno's Supermarkets, LLC, is the parent company of Bruno's and
FOOD WORLD grocery stores, which includes 23 Bruno's locations and
43 FOOD WORLD in Alabama and the Florida Panhandle.  Founded in
1933, Bruno's has operated as an independent company since 2007
after undergoing several transitions and changes in ownership
starting in 1995.

Bruno's filed voluntary Chapter 11 petitions on February 5, 2009.
Bruno's has retained Alvarez & Marsal, a restructuring and
corporate advisory firm, to assist the Company throughout the
restructuring process.  It has retained Kurtzman Carson
Consultants LLC as claims and noticing agent.


BRUNO'S SUPERMARKETS: Receives Court Approval of 1st Day Motions
----------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Alabama has approved key "first day" motions by Bruno's
Supermarkets, LLC.

The Court also approved $4 million of interim debtor-in-possession
(DIP) financing from Regions Bank.  The DIP financing, along with
cash generated from daily operations, will be used to meet the
Company's obligations, including post-petition expenses, and will
provide Bruno's with financial stability as the Company proceeds
with its financial restructuring.  The final DIP hearing is
scheduled for February 25, 2009.

The Company also received Court approval to, among other things,
continue paying employee wages and benefits without interruption
through the Chapter 11 process.  Additionally, the Company is
authorized to continue to honor its customer policies and
programs, including gift cards, returns/exchanges, promotions, and
loyalty programs, to minimize any impact of the restructuring on
the Company's customers.

"We are pleased with the Court's prompt approval of our key first
day motions," said Jim Grady, Chief Restructuring Officer of
Bruno's.  "This approval helps ensure that we are able to maintain
regular operations and continue paying our Teammates, meeting our
obligations to our suppliers and serving our customers while we
work to restructure our balance sheet and position Bruno's to
compete more effectively.  We look forward to working with all of
our constituencies to reach mutually acceptable resolutions and to
exit bankruptcy as expeditiously as possible."

                    About Bruno's Supermarkets

Bruno's Supermarkets, LLC, is the parent company of Bruno's and
FOOD WORLD grocery stores, which includes 23 Bruno's locations and
43 FOOD WORLD in Alabama and the Florida Panhandle.  Founded in
1933, Bruno's has operated as an independent company since 2007
after undergoing several transitions and changes in ownership
starting in 1995.

Bruno's filed voluntary Chapter 11 petitions on February 5, 2009.
Bruno's has retained Alvarez & Marsal, a restructuring and
corporate advisory firm, to assist the Company throughout the
restructuring process.  It has retained Kurtzman Carson
Consultants LLC as claims and noticing agent.


BRYANT PARK: Moody's Downgrades Ratings on Various Classes
----------------------------------------------------------
Moody's Investors Service announced that it has downgraded these
notes issued by Bryant Park CDO Ltd.:

  -- U.S. $23,000,000 Class A-1 Floating Rate Senior Notes due
     2019, downgraded to A1; previously rated Aaa , on 10/15/08
     placed under review for possible downgrade;

  -- U.S. $28,000,000 Class A-2 Floating Rate Senior Notes due
     2019, downgraded to Baa1, on review for possible downgrade;
     previously on 1/25/05 Moody's assigned Aa2;

  -- U.S. $30,000,000 Class B Floating Rate Deferrable Senior
     Subordinate Notes due 2019, downgraded to Baa3, on review
     for possible downgrade; previously on 1/25/05 Moody's
     assigned A2;

  -- U.S. $21,000,000 Class C Floating Rate Deferrable Senior
     Subordinate Notes due 2019, downgraded to B1, on review for
     possible downgrade; previously on 1/25/05 Moody's assigned
     Baa2.

According to Moody's, the rating actions taken on Class A-1 Notes
and to some extent on Class A-2 Notes are a result of the
additional risk posed to the noteholders due to the action taken
by Moody's on the insurance financial strength rating of Financial
Security Assurance Inc., which acts as guarantor under the
Investment Agreement in the transaction.  On November 21, 2008,
Moody's downgraded the financial strength rating of Financial
Security Assurance Inc. to Aa3 from Aaa.  In its analysis, Moody's
added the Aa3 default risk associated with Financial Security
Assurance Inc. to the expected loss of each class of rated notes,
resulting in an A1 rating for Class A-1 Notes in expected loss
terms.  The impact on the Class A-1 notes was more pronounced than
the Class A-2 Notes due to their higher initial ratings relative
to the current insurance financial strength rating of Financial
Security Assurance Inc.

In addition, the rating actions taken on the Class A-2 Notes, the
Class B Notes, and the Class C Notes are a result of the
application of Moody's revised default probability assumptions, as
well as consideration of credit deterioration of the underlying
portfolio.  The revised assumptions that have been applied to all
corporate credits in the underlying portfolio are described in the
press release dated February 4, 2009.  The revised assumptions
that have been applied to all CLO tranches in the underlying
portfolio are described in the press release dated December 11,
2008.  Credit deterioration of the collateral pool is observed in
a decline in the average credit rating (as measured through the
weighted average rating factor) of the underlying pool as well as
an increase in the dollar amount of defaulted securities.

The Class A-2, Class B and Class C Notes remain on review for
possible downgrade due to the high concentration of CLO tranches
in the underlying portfolio.  The revised default assumptions for
corporate credits in CLOs will likely impact the ratings of these
underlying CLO tranches.


CA INC: S&P Raises Corporate Credit Rating to 'BBB' From 'BB+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit and senior unsecured ratings on Islandia, New
York-based CA Inc. to 'BBB' from 'BB+'.  The upgrade reflects an
improved financial profile, including a significant increase in
operating profitability and lower leverage, and S&P's belief that
CA will maintain a moderate financial policy.  The outlook is
stable.

The rating reflects CA's stable revenue base, favorable business
prospects, and strong cash flow.  An acquisitive growth strategy
and highly competitive conditions in CA's target growth markets
temper these factors.

CA is a leading information technology management software
provider.  Revenues for the last 12 months ended Dec. 31, 2008,
were $4.3 billion, up about 3% from a year ago.

"The company's mainframe products (about 60% of total revenues),
which S&P view as mature, should continue to generate predictable
profits and cash flow," said Standard & Poor's credit analyst
Martha Toll-Reed.  "We expect significant investments in research
and development (about 12% of 2008 revenues) and strategic
acquisitions to support revenue growth over the intermediate
term," she continued.  EBITDA margins in the mid-30% area have
improved 5% over the past year, bolstered by ongoing cost-
reduction initiatives.

The outlook is stable, reflecting a large base of contractually
recurring revenues, good profitability, and an improved leverage
profile.  Ratings upside is limited by highly competitive industry
conditions and an acquisitive growth strategy.  Conversely, S&P
could revise the outlook to negative if the company adopts a more
aggressive financial policy that leads to sustained leverage above
the low-2x level.  Deterioration in operating metrics, stemming
from increased competition, and/or a sustained decline in new
bookings and revenues due to the current IT spending environment,
could also trigger an outlook revision to negative.


CARBIZ INC: Illinois Bankruptcy Court Okays SWC Loan Transfer
-------------------------------------------------------------
CarBiz Inc. Chief Financial Officer Stanton Heintz disclosed in a
regulatory filing dated February 4, 2009, that the United States
Bankruptcy Court for the Northern District of Illinois, which has
jurisdiction over the bankruptcy of SWC Services LLC, the
Company's lender under the Second Amended and Restated Loan and
Security Agreement between the Company, its operating subsidiaries
and SWC, issued an order on January 29, 2009, approving the
transfer of SWC's interests in the Loan Agreement and related loan
documents to Dealer Services Corporation, pursuant to the terms of
the Asset Purchase Agreement between DSC and Ronald Peterson, who
is the Chapter 7 Trustee of SWC.

Creditors of SWC have 10 days to appeal the order.  If no appeal
is taken, the order will become final after the expiration of the
10-day period, and the transactions contemplated by the Asset
Purchase Agreement would be consummated thereafter in accordance
with the terms of the Asset Purchase Agreement.  There can be no
assurance that there will not be an appeal of the order.  In the
event of an appeal, DSC and the Trustee will have the opportunity
to terminate the Asset Purchase Agreement.  In such event, there
can be no assurance that the Company could obtain other financing
to allow it to continue its business.

The Troubled Company Reporter reported on February 3, 2009, that
under the Asset Purchase Agreement, DSC agreed to purchase, and
the Trustee agreed to transfer and assign to DSC all of the rights
and interest of SWC under the Loan Agreement and the other
documents entered into by CarBiz, its subsidiaries and the various
guarantors in connection with the Loan Agreement.  The Asset
Purchase Agreement provides that, in consideration for the
transfer to DSC of SWC's rights in the Loan Documents, DSC will
pay to the Trustee the sum of $12,000,000.  The amount of
$9,000,000 will be payable on the later of: (i) Feb. 20, 2009, or
(ii) three business days after the Trustee's receipt of a final
order of the United States Bankruptcy Court for the Northern
District of Illinois, which has jurisdiction over the bankruptcy
of SWC, approving the transfer of SWC's interests in the Loan
Documents to DSC.  A "final order" means a final order of the
Court approving the terms of the Agreement which is no longer
subject to appeal or certiorari with no such appeal or certiorari
pending.  If the final order is effective on or before Feb. 16,
2009, then $3,000,000 will be paid three business days after the
Trustee's receipt of the final order, and upon receipt of such
amount the Trustee will release all of its liens and encumbrances
in and to the automobile inventory of the company.  However, in
the event that a lien search indicates liens against Carbiz or any
of its operating subsidiaries that are borrowers under the Loan
Agreement other than those held by Trafalgar Capital Specialized
Investment Fund, Luxembourg, then the $3,000,000 will be paid on
the Final Closing Date along with the $9,000,000.

A full-text copy of the Asset Purchase Agreement is available for
free at: http://ResearchArchives.com/t/s?38e8

                        About CarBiz Inc.

Headquartered in Sarasota, Florida, CarBiz Inc. (OTC BB: CBZFF)
-- http://www.carbiz.com/-- owns and operates a chain of buy-here
pay-here dealerships through its CarBiz Auto Credit division.  The
company is also a provider of software, training and consulting
solutions to the buy-here pay-here auto dealers in the United
States.  CarBiz's suite of business solutions includes dealer
software products focused on the buy-here pay-here, sub-prime
finance and automotive accounting markets.

Capitalizing on expertise developed over 10 years of providing
software and consulting services to buy-here pay-here businesses
across the United States, CarBiz entered the buy-here pay-here
business in 2004 with a location in Palmetto, Florida.  CarBiz has
added two more credit centers since -- in Tampa and St. Petersburg
-- and recently acquired a large regional chain in the Midwest,
bringing the total number of dealerships to 26 in eight states.

                       Going Concern Doubt

Aidman, Piser & company P.A., in Tampa, Florida, expressed
substantial doubt about Carbiz Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Jan. 31, 2008.

At Oct. 31, 2008, the company's balance sheet showed total assets
of $32,887,976, total liabilities of $52,741,192 and stockholders'
deficit of $19,853,216.

For the three months ended Oct. 31, 2008, the company posted net
loss of $5,811,687 compared with net loss of $2,745,525 for the
same period in the previous year.  For the nine months ended
Oct. 31, 2008, the company posted net loss of $4,255,539 compared
with net loss of $4,697,449 for the same period in the previous
year.


CARITAS HEALTH: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Caritas Health Care, Inc.
        152-11 89th Avenue
        Jamaica, NY 11432

Bankruptcy Case No.: 09-40901

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Caritas Anesthesia Services, P.C.                  09-40902
Caritas Cardiology Services, P.C.                  09-40903
Caritas Emergency Medical Services, P.C.           09-40904
Caritas Family Health Services, P.C.               09-40905
Caritas Medical Services, P.C.                     09-40906
Caritas OB/GYN Services, P.C.                      09-40907
Caritas Pediatric Services, P.C.                   09-40908
Caritas Radiology Services, P.C.                   09-40909

Type of Business: The Debtors operate hospitals.

Chapter 11 Petition Date: February 6, 2009

Court: Eastern District of New York (Brooklyn)

Judge: Carla E. Craig

Debtor's Counsel: Adam T. Berkowitz, Esq.
                  aberkowitz@proskauer.com
                  Proskauer Rose LLP
                  1585 Broadway
                  New York, NY 10036
                  Tel: (212) 969-3000
                  Fax: (212) 969-2900

Restructuring Advisor: JL Consulting LLC

Claims Agent: Epiq Bankruptcy Solutions LLC

Estimated Assets: $50 million to $100 million

Estimated Debts: $100 million to $500 million

The Debtors' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Dormitory Authority of         loan              $34,050,000
the State of New York
515 Broadway
Albany, NY 12207
Wendy Lossi
T: 518-257-3577
F: 518-257-3475

1199 Pension Fund              union             $3,048,000
(#SJ20588)
330 West 42nd St., 27th Fl.
New York, NY 10036
Douglas Munson
dmunson@1199funds.org
T: 646-473-6402
F: 646-473-6475

1199 Benefit Fund              union             $2,647,000
(#SJ20587 & #MI20021)
330 West 42nd Street, 27th
Fl New York, NY 10036
Douglas Munson
dmunson@1199funds.org
T: 646-473-6402
F: 646-473-6475

Keyspan 08520-37912            utility           $1,204,619
(#SJ12008) and
(#MI12011)
PO Box 020690,
Brooklyn, NY 11201-
9965
Michael Dagostino
T: 718-403-2842
F: 718-403-3328

Aramark                        trade             $1,200,000
Aramark Healthcare
1101 Market Street
Philadelphia, PA 19107
D. Kirk Wall
T: 215-238-6889
F: 801-459-1444

Cardinal Syracuse              trade             $1,070,949
(#V100330)
5303 Collections Center
Drive, Chicago, IL 60693
Katie Helmlinger
T: 614-553-3100
F: 614-652-8001

Cardinal Health                trade             $781,270
(#V109274)
7000 Cardinal Place
Metro Three
Dublin, OH 43017
Tyronza Walton
T: 614-533-3100
F: 800-456-5755

NYC Water Board Dep.           utility           $441,986

White Glove Comm. Care         trade             $426,596
Inc.

Navin, Haffty &                trade             $403,229
Associates, LLC

Zimmer US, Inc.                trade             $367,734

Philips Medical Systems        trade             $357,599

Siemens Medical                trade             $343,462
Solutions USA, Inc.

Boston Scientific              trade             $336,726

New York State Nurses          union             $320,996
Association

Unitex Textile Rental          trade             $298,160
Service

Metro Blood Services           trade             $291,426

Voluntary Hospitals            trade             $275,502
House Staff

Medical Information            trade             $260,755
Tech. Inc.

Verizon                        utility           $255,639

The petition was signed by John Lavan, chief restructuring
officer.


CDG RESEARCH: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor:  CDG Research Corporation
         21 West 86th Street, #1502
         New York, NY 10024-3616
         Tel: (888) 610-2562
         Fax: (484) 223-2870

Bankruptcy Case No.: 09-10485

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        CDG Technology, Inc.                       09-10486

Chapter 11 Petition Date: February 3, 2009

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

Company Description: The Debtors specialize in the delivery and
                     precise application of chlorine dioxide, a
                     powerful disinfectant and oxidant used by a
                     number of industries.
                     See: http://www.cdgtechnology.com/

Debtor's Counsel: J. Ted Donovan, Esq.
                  Goldberg Weprin Finkel Goldstein LLP
                  1501 Broadway, 22nd Floor
                  New York, NY 10036
                  Tel: (212) 301-6943
                  Fax: (212) 422-6836
                  Email: TDonovan@Finkgold.com

Total Assets: $219,044

Total Debts: $5,576,037

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

The petition was signed by Aaron Rosenblatt, chairman and
president of the company.


CENTRAL GARDEN: Posts $6.2 Million Net Loss for Fiscal 2009 1Q
--------------------------------------------------------------
Central Garden & Pet Company (NASDAQ: CENT/CENTA) disclosed on
February 4, 2009, results for its first quarter ended
December 27, 2008.

"In a challenging environment, we made progress managing working
capital and controlling costs," noted William Brown, Chairman and
Chief Executive Officer of Central Garden & Pet Company.  "In the
quarter, we reduced our investment in working capital by
$48 million compared to last year.  We lowered selling, general
and administrative expenses by $8 million and were able to reduce
our loss per fully diluted share in the quarter to 9 cents
compared to 11 cents a year ago, after excluding the goodwill and
other asset impairment charges, and the gain on sale of
properties, and litigation settlement proceeds in the prior year
period.  However, there remains considerable room for improvement
in order to recoup lost margin and ultimately drive 'on profile'
performance."

The Company reported net sales of $293 million in the quarter, a
decline of seven percent compared to $314 million in the
comparable fiscal 2008 period.  The Company reported an operating
loss of $2.7 million, compared to a loss of $391 million in the
year ago period. Net interest expense was $6.6 million compared to
$11.2 million a year ago.  The net loss for the quarter was $6.2
million, or $0.09 per fully diluted share compared to a net loss
of $290 million or $4.07 per fully diluted share in the year ago
period.  Branded products sales decreased seven percent to $242
million.  Sales of other manufacturers' products declined four
percent to $50 million.  Depreciation and amortization was $7.5
million compared to $8.0 million in the year ago period.  The
quarter-ending leverage ratio was 3.7x.

Results for the fiscal 2008 first quarter included a non-cash,
pre-tax charge of $400 million related to the impairment of
goodwill and other intangibles assets.  The results also included
a pre-tax gain of $11.1 million related to the sale of properties
and legal settlement proceeds.  Excluding the impairment of
goodwill and other intangible assets and the gain on sale of
properties and legal settlement, the net loss was $0.11 per fully
diluted share in the year ago period.

Net sales for the Garden Products segment were $107 million, a
decrease of five percent from $112 million in the comparable
fiscal 2008 period.  The Garden Products operating loss was
$7.8 million compared to a loss of $206 million in the year ago
period.  Included in the results for the year ago period was an
impairment charge of $202 million and a $4.6 million gain related
to the sale of property.  Branded products sales declined
$3 million to $95 million.  Sales of other manufacturers' products
declined $2 million to $12 million.  Net sales for the Pet
Products segment were $186 million, a decrease of eight percent
versus the comparable fiscal 2008 period.  Operating income for
the Pet Products segment was $12.9 million, compared to a loss of
$181 million in the year ago period.  Included in the results for
the year ago period was an impairment charge of $198 million and a
$1.5 million gain related to the sale of property.  Branded
products sales were $148 million, a decrease of $16 million
compared to last year.  Sales of other manufacturers' products
were $38 million, unchanged compared to last year.

As of December 27, 2008, the company's balance sheet showed total
assets of $1,194,361,000, total current liabilities of
$202,536,000, long-term debt of $487,721,000, other long-term
obligations of $6,663,000, minority interest of $459,000, and
total shareholders' equity of $496,982,000.

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?3942

                       About Central Garden

Based in Walnut Creek, Calif. Central Garden & Pet Company
(Nasdaq: CENT/CENTA) -- http://www.central.com/-- markets and
produces branded products for the lawn & garden and pet supplies
markets.  The company's products are sold to specialty independent
and mass retailers.

Central Garden & Pet Company has approximately 5,000 employees,
primarily in North America and Europe.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 25, 2008,
Standard & Poor's Ratings Service affirmed its 'CCC+' senior
subordinated debt ratings on Central Garden & Pet Co.  The outlook
is negative.


CHARYS HOLDING: Deutsche Bank Discloses 4.3% Equity Stake
---------------------------------------------------------
Deutsche Bank AG disclosed in a regulatory filing dated
February 4, 2009, that it may be deemed to beneficially own
2,472,220 shares of Charys Holding Company, Inc.'s common stock or
4.3% of the total shares outstanding.

Jeffrey A. Ruiz, director, and Cesar A. Coy, assistant vice
president, said that the filing reflects the securities
beneficially owned by the Corporate and Investment Banking
business group and the Corporate Investments business group of
Deutsche Bank AG and its subsidiaries and affiliates.

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


CHEMTURA CORPORATION: Moody's Downgrades Corp. Rating to 'B3'
-------------------------------------------------------------
Moody's Investors Service lowered Chemtura Corporation's Corporate
Family Rating to B3 from B2, its PDR to Caa1 from B2 and lowered
the company's outstanding debt ratings to B3.  The ratings of
Chemtura remain under review for possible downgrade.  Despite the
recent signing of $150 million three year U.S. accounts receivable
facility Moody's remain concerned over Chemtura's tight liquidity
as evidenced by the maturity of the waiver on the revolving credit
facility on March 30, 2009 and upcoming $370 million debt maturity
due in early July 2009.

These actions also reflect Chemtura's announcement that certain
subsidiary guarantees on the legacy Great Lakes and Witco debt
have fallen away, and the recently enhanced security, albeit
modest, provided to the banks.  Moreover, in light of continuing
difficult in economic conditions, the company continues to
implement a new restructuring program to reduce fixed costs.
Chemtura has seen order volumes decline as its customer's
experience, or anticipate, reductions in demand from the
industries they serve.  These order reductions primarily relate to
Chemtura's Polymer Additives and Performance Specialties business
segments in electronic, polyolefin, building and construction, and
general industrial applications.

The difference between the CFR (B3) and the PDR (Caa1) reflects a
higher expected recovery rate on the rated debt.  Moody's believes
that Chemtura has several strong specialty businesses that can be
monetized, over time, to greatly improve bondholder recovery in
the event of a default.

Despite the structural and contractual differences between the
bank debt, the Chemtura notes due 2016 and the legacy debt, there
is no differential between the ratings.  This is primarily due to
the small amount of additional security provided to the banks
(limited to less than $150 million of inventory ) and the
assumption of an increased recovery which limits the differential
at the current ratings level.  However, given the guarantees
provided to the banks and the Chemtura notes due 2016, they should
have a greater recovery than the legacy Witco notes.  If the Great
Lakes notes are not repaid, and the company defaults, the recovery
of the Great Lakes notes may be moderately better than the Witco
notes.

The prospect of a decline in operating profitability as a result
of declining sales called into question the covenant room at year
end 2008 under Chemtura's existing bank facility and the company
has received waivers on this facility (currently sized at
$350 million down from $740 million at year end 2008) which was
viewed as a potential source for refunding a $370 million debt
maturity due in July 2009.  Chemtura also recently entered into a
new U.S. accounts receivable facility (on January 23, 2009) in
replacement of its former facility, which has been terminated.
The new facility makes available up to $150 million and has a
three-year term. Certain of Chemtura's lenders under its senior
credit facility committed to be purchasers under its new U.S.
accounts receivable facility with a pro-rata reduction in their
participation under the senior credit facility.  As a result,
lender commitments under the senior credit facility have been
reduced from $500 million, subsequent to the waiver announcement
on December 30, 2008, to $350 million.

Moody's believes the upcoming debt maturity of $370 million in
July of 2009 is a significant concern in a time of challenging
capital market conditions.  Chemtura management is aware of this
liquidity challenge as evidenced by an earlier announced, (end of
October 2008), five point plan to improve liquidity.  This prior
plan included the expectation of improving cash flow via 1)
inventory reductions that may net cash over several quarters; 2)
reducing capital spending to $140 million in 2009 (depreciation is
about $220 million in 2008); 3) possible divestitures although a
material divestiture may require bank approval; 4) possible
further rationalization of capacity to reduce costs and
discretionary spending; and 5) the suspension of the dividend,
which will conserve cash of some $48 million per year.  Moody's
view the dividend suspension as a prudent and difficult move that
indicates the board's heightened concern over the need to assure
liquidity in this difficult environment.

In the event refinancing of the debt in the capital markets is
unattractive management may also use the proceeds of yet to be
completed asset sale(s) to meet this obligation.  The timing of
these asset sales, in terms of receipt of proceeds, is yet to be
determined and Moody's assumes that an incremental bank
waiver/amendment exercise will be required.  Moody's believes that
the divestiture of one or more businesses is necessary to ensure a
timely repayment (through the direct application of proceeds or
additional forbearance by the bank lenders) of the July maturity.
However, depending on the level of proceeds from these
divestitures, the remaining business profile may be deemed to be
too weak to support a CFR higher than B3.

Ratings lowered and remaining under review

  -- Corporate Family Rating -- B3 from B2

  -- Probability of Default Rating -- Caa1 from B2

  -- Senior notes, $500 million due 2016 -- B3 from B2 -- LGD4
    (59%)

  -- Senior Unsecured Notes, $150 million due 2026 -- B3 from
     B2 -- LGD4 (59%)

  -- Senior Unsecured Notes, $370 million due 2009 -- B3 from
     B2 -- LGD4 (59%)

Moody's last rating action was to lower Chemtura's CFR to B2 from
B1 and also lower the company's outstanding debt ratings to B2 on
December 22, 2008, as Chemtura's operational performance had not
resulted in credit metric improvement in line with Moody's prior
expectations and the concern that covenants in the revolver would
be breached.

Headquartered in Middlebury, Connecticut, Chemtura manufactures a
variety of polymer additives, petroleum and lubricant additives,
castable urethane pre-polymers, crop protection chemicals,
brominated flame-retardants, recreational water treatment
chemicals, and brominated specialty chemicals.  For the LTM period
ending September 30, 2008, the company had revenues of
$3.7 billion.


CHEROKEE INT'L: F&C Asset Mgmt Disposes of All Equity Stake
-----------------------------------------------------------
F&C Asset Management plc disclosed in a regulatory filing with the
Securities and Exchange Commission that as of January 21, 2009, it
did not hold shares of Cherokee International Corporation Inc.
common stock, par value $0.001 per share.  F&C Secretary Marrack
Tonkin said dividends received from, and proceeds from the sale
of, Common Stock, if any, by F&C Asset Management plc are
allocated by F&C Asset Management plc to the applicable accounts
of its clients and are distributed or retained in accordance with
F&C Asset Management plc's investment management agreements with
those clients.

Based in Tustin, California, Cherokee International Corp.
(NASDAQ:CHRK) -- http://www.cherokeellc.com/-- is a designer
and manufacturer of a range of switch mode power supplies for
original equipment manufacturers in the telecommunications,
networking, high-end workstations and other electronic equipment
industries.  The company has offices and manufacturing plants in
Tustin and Irvine, California, Wavre, Belgium, Bombay, India,
Guadalajara, Mexico, and Penang, Malaysia.

Net income for the third quarter of 2008 was $126,000 compared to
a net loss of $1,309,000 for the third quarter a year ago.  Net
loss for the nine months ended Sept. 28, 2008, was $431,000
compared to a net loss of $4.9 million for the nine months ended
Sept. 30, 2007.

At Sept. 30, 2008, the company's balance sheet showed total
assets of $94.4 million, total liabilities of $82.7 million and
stockholders' equity of about $11.7 million.  As of Sept. 28,
2008, the company has cash and cash equivalents of $15.3 million
and negative working capital of $2.8 million due to the
$46.6 million of senior notes in payment default as of Nov. 1,
2008, being classified to current liabilities.  The company's
revolving line of credit with General Electric Capital Corporation
matured on Aug. 25, 2008.

As reported by the Troubled Company Reporter on January 2, 2009,
Lineage Power Corporation completed the acquisition of Cherokee.
On Sept. 24, 2008, Cherokee entered into an Agreement and Plan of
Merger with Lineage Power Holdings, Inc., a portfolio company of
The Gores Group, LLC, and Birdie Merger Sub, Inc., a subsidiary of
Lineage Power Holdings, Inc.

Cherokee entered into a $67,500,000 Credit Agreement with Wells
Fargo Foothill, LLC, as lender and agent, Lineage Power Holdings,
Inc., and Lineage Power Corporation.  The proceeds from the Credit
Agreement were used by Cherokee, among other ways, in connection
with the consummation of the Merger, and for general corporate
purposes.

Cherokee's stockholders, at a special meeting held on Nov. 18,
voted for the adoption and approval of the merger agreement, dated
Sept. 24, 2008, with Lineage Power Holdings, Inc. and Birdie
Merger Sub, Inc., and the transactions contemplated therein,
including the merger of the company with Birdie Merger Sub, Inc.

The aggregate consideration paid in respect of the Shares was
approximately $62,322,854.  The aggregate consideration was funded
by Lineage Power Holdings, Inc., and proceeds from the Credit
Agreement.

                        Going Concern Doubt

Mayer Hoffman McCann P.C. in Orange County, California, expressed
substantial doubt about the company's ability to continue as a
going concern after auditing the consolidated financial statements
of Cherokee International Corporation and subsidiaries as of Dec.
30, 2007, and Dec. 31, 2006.  The company's management
anticipates that there will be insufficient cash balances
available to repay the outstanding debt at its maturity.

On Nov. 1, 2008, the $46.6 million aggregate principal amount
outstanding under the company's 5.25% Senior Notes became due and
payable.  The company did not have sufficient cash available to
repay the indebtedness.  The company made the interest payment due
on November 1 but was unable to pay the principal amount
outstanding at maturity and a payment default occurred.  As a
result of the payment default, in addition to the aggregate
principal amount outstanding under the Senior Notes, the company
is required to pay interest on overdue principal at the default
rate of 6.25% per annum.

The Senior Notes remained an obligation of the company after the
merger.  The Company had anticipated that the outstanding amounts
due and payable under the Senior Notes, together with default
interest on overdue principal, would be paid in full at or after
the closing of the Merger.


CHRYSLER LLC: To Shut More Plants As Part of Viability Plan
-----------------------------------------------------------
More plant closures are expected at General Motors Corp. and
Chrysler LLC as part of their viability plans, Sharon Terlep, Kate
Linebaugh, and Jeff Bennett at The Wall Street Journal report,
citing people familiar with the matter.

WSJ relates that GM's U.S. sales dropped 49%, Chrysler's declined
55% and Ford Motor Co.'s dropped by 40% in January 2009.  WSJ
states GM, Ford Motor, and Chrysler had about 1.56 million
vehicles on dealer lots at the end of that month, or 145 days of
inventory, up from 99 in December 2008.

According to WSJ, GM and Chrysler have significantly more than
they need at current sales levels.  Chrysler, states the report,
would produce a million cars and trucks in 2009, roughly enough to
fill five or six plants.  GM has 22 auto assembly plants in North
America, while Chrysler has 12 plants, the report says.

WSJ reports that Global Insight analyst Haig Stoddard said that he
expects GM to shut down a truck plant, possibly the one in
Pontiac, Michigan, which is operating at about 25% capacity.  GM
would also close one of its car plants in Orion, Michigan, and
Oshawa, Ontario, WSJ states, citing Mr. Stoddard.

Citing people familiar with the matter, WSJ relates that Chrysler
would disclose in its viability plan that it would shut down at
least one plant.  According to WSJ, Mr. Stoddard said that
Chrysler could close a plant near St. Louis that makes the Dodge
Ram pickup truck because the company has the same plant in Warren,
Michigan.  Chrysler, says the report, has shut down a minivan
plant near St. Louis.

Mr. Stoddard said that Chrysler would also close one of the plants
-- which operate below capacity -- in Sterling Heights, Michigan,
and Belvidere, Illinois, WSJ states.  Chrysler also has two Jeep
plants in Toledo, Ohio, that could be consolidated into one, WSJ
reports, citing Mr. Stoddard.

WSJ relates that Chrysler spokesperson Max Gates denied any talks
about shutting down plants.

Chrysler, says WSJ, confirmed on Friday that it will close two
Michigan plants and one in Canada for at least a week, starting
Monday.

Mr. Stoddard also expects Ford Motor to shut down its plants in
Wayne, Michigan, and Kansas City, according to WSJ.  The report
states that the Wayne plant makes the Ford Focus, while the Kansas
City plant assembles:

     -- the F-150 pickup,

     -- the Ford Escape SUV,

     -- Mercury Mariner SUV,

     -- the Ford Escape and Mercury Mariner SUVs hybrid
        counterparts, and

     -- the Mazda Tribute.

Citing Ford Motor spokesperson Angie Kozleski, WSJ relates that
the firm is continuing to size its capacity to demand.  The
spokesperson, according to the report, has denied any planned
plant actions.

           Bailout Process Stalled by Lack of Car Czar

John D. Stoll at WSJ reports that sources said that the
government's delay in appointing a "car czar" is slowing the auto
industry's progress in restructuring negotiations with bondholders
and the United Auto Workers union.

According to WSJ, GM and Chrysler were required to submit
extensive restructuring plans and concession commitments from
unions and bondholders by February 17 to a presidential designee,
or a "car czar".

The government hasn't appointed a car czar yet, WSJ says.
According to WSJ, people familiar with the matter said that the
car czar is expected to be in place by the middle of February and
work with experts to analyze the restructuring plans from GM and
Chrysler.  Citing the sources, WSJ relates that the delay in the
appointment of a car czar has impeded the talks due to a lack of
clarity on the terms the Treasury Department is seeking.

Sources said that financier Steven Rattner, who founded private
equity firm Quadrangle, is being considered as car czar, WSJ
reports.  WSJ states that the Treasury's transition from the Bush
to the Obama administrations and the extended confirmation
hearings of Treasury Secretary Timothy Geithner has delayed the
process of vetting Mr. Rattner as car czar.

WSJ, citing people familiar with the matter, says that the United
Auto Workers' President Gettelfinger and other union leaders are
becoming concerned about the delay in appointing an auto czar and
its effect on the firms' restructuring plans.

                       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.


CITY OF FLINT: Fitch Affirms 'BB+' Rating on $63 Mil. Bonds
-----------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on the City of Flint
Hospital Building Authority's approximately $63 million
outstanding revenue bonds, series 1998A, 1998B, and 2003, issued
on behalf of Hurley Medical Center.  The Rating Outlook is Stable.

The rating affirmation reflects HMC's sustained profitability
improvement, increased liquidity position, relatively low debt
burden, and stabilized patient volumes.  Following 2006's loss of
$13.9 million (negative 4% excess margin), HMC's operational
improvement plan has considerably improved the bottom line, with a
loss of $2.4 million for 2007, a gain of $2.9 million in 2008, and
breakeven results through the first six months of HMC's fiscal
2009.  Current year operational profitability has been negatively
affected by elevated bad debt and charity care, as well as higher
utility and agency expenses.  HMC continues to benefit from
management's implementation of the financial turnaround plan,
which focuses on revenue cycle improvements, program initiatives,
and productivity enhancements.

As of Dec. 31, 2008 HMC's liquidity position increased to
approximately $90 million, from $74 million at the end of fiscal
2008, which translated into 98 days cash on hand, a cushion ratio
of 11.5x, and cash to debt of 162%.  HMC significantly reduced its
accounts receivable, which accounted for the bulk of the large
unrestricted liquidity increase.  Furthermore, HMC has a
relatively low debt burden as demonstrated by MADS as a percentage
of revenue of 2.1%, which compares favorably to the Fitch's below
investment grade median of 3.2%.

The credit concerns include HMC's unfavorable payor mix and poor
service area characteristics, future capital spending plans, and
ongoing losses from operations. HMC has an unfavorable payor mix,
with Medicaid accounting for approximately 35% of gross revenues
in fiscal 2008.  Located in Flint, Michigan, HMC's service area
has below average socioeconomic indicators highlighted by high
unemployment and low income levels compared to state and national
figures.  Additionally, HMC is planning an emergency room
modernization project, which management estimates will cost
approximately $35 million.  HMC has yet to decide the funding
sources for the ER project.

HMC's operating losses have hampered its ability to invest in its
facilities and add significant liquidity to its balance sheet.
Although profitability and liquidity have improved since 2006, the
recent profitability erosion and the economic conditions expected
for the next several months could challenge management's progress
in further strengthening HMS's financial profile.

The Stable Outlook reflects a balance between management's
demonstrated ability to improve HMC's overall credit profile and
the stresses of the continuing recession.  While the higher
liquidity position significantly improves HMC's financial
flexibility, positive rating pressure depends on HMC maintaining
its current balance sheet strength and bottom line profitability
through at least the end of its current fiscal year, in a local
operating environment that is particularly challenged by current
economic conditions.

HMC is a 443-bed acute care teaching hospital located in Flint,
Michigan.  HMC had approximately $369 million of total revenue in
fiscal 2008.  HMC covenants to provide annual and quarterly
disclosure to bondholders through the NRMSIRs.  Quarterly
disclosure includes financial statements (balance sheet, income
and cash flow statements) and utilization statistics.


CLEARPOINT BUSINESS: Amends Term Note Under Revolving Credit Pact
-----------------------------------------------------------------
ClearPoint Business Resources, Inc., disclosed in filings with the
Securities and Exchange Commission, on January 13, 2009, that the
Company entered into a letter agreement with XRoads Solutions
Group, LLC.  Pursuant to the XRoads Agreement, among other
matters, XRoads agreed to provide the services of Brian Delle
Donne to serve as the Company's Interim Chief Operating Officer,
and the Company agreed to pay XRoads $50,000 per month for each of
the first four months of Mr. Delle Donne's services.

On January 29, 2009, in order to assist the Company in making the
payments under the XRoads Agreement, ComVest Capital, LLC, and the
Company entered into Amendment No. 1 to the Term Note issued by
the Company to ComVest pursuant to the Revolving Credit and Term
Loan Agreement dated as of June 20, 2008.  The outstanding
principal amount of the Term Note is payable in monthly
installments in an amount equal to the greater of:

   (i) $200,000 less the amount of interest accrued during the
       preceding month, or

  (ii) the amount equal to:

       (a) the lesser of $450,000 or certain royalties, use fees
           or other payments collected by the Company during the
           preceding month less

       (b) the amount of interest accrued during the preceding
           month -- but not greater than the principal balance of
           the Term Note.

Pursuant to Amendment No. 1, the Term Note Installments due and
payable on each of February 1, 2009, March 1, 2009, April 1, 2009
and May 1, 2009, will be reduced by an amount equal to the
positive difference, if any, of:

   (i) the lesser of:

       (a) $50,000 or

       (b) the amount paid or payable by the Company to XRoads
           during the immediately preceding calendar month
           pursuant to the XRoads Agreement, minus

  (ii) the amount, if any, by which the aggregate Royalties
       collected during the immediately preceding calendar month
       exceeded $450,000.

After the effective date of any termination of the XRoads
Agreement, no reduction in any subsequent Term Note Installments
will be permitted and, notwithstanding any extension of the
services of Mr. Delle Donne beyond the initial four month term of
the XRoads Agreement, ComVest will not be obligated to reduce any
further Term Note Installments.

In addition, effective December 31, 2008, the note payable to the
former shareholders of StaffBridge, Inc., as amended, was further
amended pursuant to a Debt Extension Agreement dated December 31,
2008.  Amendment No. 1 contains ComVest's acknowledgement and
consent to the Company's amendment of the payment terms and
payment schedule of the note as set forth in the Debt Extension
Agreement.

Amendment No. 1 also includes various representations, warranties
and other provisions customary for a transaction of this nature.

A full-text copy of Amendment No. 1 is available for free at:

                http://researcharchives.com/t/s?3946

              About ClearPoint Business Resources Inc.

Based in Chalfont, Pennsylvania, ClearPoint Business Resources
Inc., through its proprietary, technology-based iLabor network
platform, provides its clients a comprehensive web-based portal to
streamline the process involved in procurement and management of
temporary labor through a network of ClearPoint-approved staffing
vendors.

                        Going Concern Doubt

At Sept. 30, 2008, the company had an accumulated deficit of
$53,918,532 and working capital deficiency of $8,904,950.  For the
nine months ended Sept. 30, 2008, the company incurred a net loss
of $38,213,730.  Although the company restructured its debt and
obtained new financing in the second quarter of 2008, cash
projected to be generated from operations may not be sufficient to
fund operations and meet debt repayment obligations during the
next twelve months.  In order to meet its future cash and
liquidity needs, the company may be required to raise additional
financing. There is no assurance that the company will be
successful in obtaining additional financing.  If the company does
not generate sufficient cash from operations or raise additional
financing, there is substantial doubt about the ability of the
company to continue as a going concern.

As of Sept. 30, 2008, the company's balance sheet showed total
assets of $8,428,441 and total liabilities of $29,800,228,
resulting in total stockholders' deficit of $21,371,787.


CLOROX CO: Reports Q2 Results and Updates Fiscal 2009 Outlook
-------------------------------------------------------------
The Clorox Company reported on February 4, 2009, solid earnings
for its second quarter, which ended December 31.

"We delivered solid second-quarter results in a challenging
environment," said Chairman and CEO Don Knauss.  "Shipments were
lower than our projections due to retailer inventory reductions
and soft consumer demand in some categories.  That said, the
impact of price increases earlier in the fiscal year was in line
with our pricing models.  We continue to be cautiously optimistic
about the remaining six months of our fiscal year.  Overall, we
remain well-positioned given the challenging economic
environment."

                    Fiscal Second-Quarter Results

    * 62 cents diluted earnings per share

    * 3% sales growth

    * 1% volume decline

Clorox reported second-quarter net earnings of $86 million, or 62
cents diluted earnings per share (EPS).  In the year-ago quarter,
Clorox reported net earnings of $92 million, or 65 cents diluted
EPS.

Second-quarter sales grew 3 percent to $1.22 billion, on top of 8
percent growth in the year-ago quarter, when sales were
$1.19 billion.  Products from the Burt's Beesr business, which
Clorox acquired on Nov. 30, 2007, contributed 3 percentage points
of sales growth.  Unfavorable foreign exchange rates had a
negative impact of 3 percentage points, and the company's exit
from its private-label food bags business had a negative impact of
1 percentage point.

Total volume decreased 1 percent.  Excluding Burt's Beesr products
and the impact of the company's exit from its private-label food
bags business, volume was down 3 percent.  The decline was
primarily due to the impact of price increases and retailer
inventory reductions.  Sales growth outpaced the change in volume
primarily due to the benefit of price increases, partially offset
by unfavorable foreign exchange rates.

Gross margin decreased 40 basis points to 40.0 percent from 40.4
percent.  The year-over-year decrease was due to the impact of
higher costs for commodities, manufacturing and logistics.  These
factors were mostly offset by the benefit of price increases and
cost savings

Net cash provided by operations was $98 million, compared to
$148 million in the year-ago quarter.  The decrease was primarily
due to the timing of tax and interest payments.  The company
continued to use cash on hand and free cash flow to pay down debt
during the quarter.

                        Key Segment Results

Following is a summary of key second-quarter results by business
segment.  All comparisons are with the second quarter of fiscal
year 2008, unless otherwise stated.

North America segment delivers sales and pretax earnings growth

    * 2% volume decline

    * 3% sales growth

    * 6% pretax earnings growth

The volume decline was primarily the result of retailer inventory
reductions, the company's exit from the private-label food bags
business and the impact of calendar year 2008 price increases on
shipments of Glad trash bags, Pine-Sol cleaner and Clorox liquid
bleach.  Also contributing to the volume decline were lower
shipments of auto care products due to category softness.  These
results were partially offset by increased shipments of Burt's
Bees products, Clorox disinfecting wipes, Hidden Valleysalad
dressing, Green Works natural cleaners and Clorox 2 stain fighter
and color booster.  Sales growth outpaced the change in volume
primarily due to the benefit of price increases, partially offset
by the impact of unfavorable Canadian currency exchange rates.
Pretax earnings reflected the benefit of increased sales and cost
savings, partially offset by the impact of higher commodity costs.

                    International Segment Results
                Impacted By Foreign Currency Declines

    * 4% volume growth

    * Flat sales

    * 24% pretax earnings decline

Clorox's International categories continued to grow, but at a
slower rate than the year-ago quarter.  Volume growth was driven
by shipments of laundry and homecare products in Latin America.
Unfavorable foreign exchange rates negatively impacted
International top-line results by 11 percentage points.  Sales
lagged volume growth primarily due to the impact of unfavorable
foreign exchange rates, partially offset by the benefit of price
increases.  Pretax earnings declined $9 million, primarily due to
the impact of unfavorable foreign exchange rates and increases in
the cost of commodities, manufacturing and logistics.  Weaker
foreign currencies and slowing category growth are expected to
continue to pressure the company's International segment results
for the next few quarters.

                 Clorox Updates Fiscal 2009 Outlook

    * 3-5% sales growth

    * 50-100 basis points gross margin improvement

    * Diluted EPS in the range of $3.60 to $3.75 (unchanged)

For fiscal year 2009, Clorox now anticipates total sales growth in
the range of 3-5 percent, rather than the previously communicated
range of 4-6 percent due to retailer inventory reductions and
consumer reaction to the economic environment.

The company now anticipates year-over-year gross margin
improvement in the range of 50-100 basis points, rather than the
previously communicated range of 25-75 basis points, due to
anticipated lower commodity costs and higher cost savings.

Previously, Clorox anticipated fiscal year 2009 restructuring-
related charges in the range of $20 million to $25 million,
primarily related to its home care manufacturing consolidation.
The company now anticipates total restructuring-related charges in
the range of $35 million to $37 million.  This updated financial
outlook reflects additional charges associated with implementing
changes to the company's operating model to drive its Centennial
Strategy.  Clorox anticipates these changes will result in
reducing staff by approximately 170 over the next 18 months.

Clorox continues to anticipate diluted EPS in the range of $3.60
to $3.75, with the additional fiscal year 2009 charges and reduced
sales-growth outlook range offset by additional cost savings, the
benefit of lower commodity costs and lower incentive compensation
accruals.

While foreign currencies remain volatile, the company's updated
financial outlook assumes foreign exchange rates at essentially
current levels.

As of December 31, 2008, the company's balance sheet showed total
assets of $4,398,000,000 and total liabilities of $4,801,000,000,
resulting in total stockholders' deficit of $403,000,000.

                     About The Clorox Company

Headquartered in Oakland, California, The Clorox Company (NYSE:
CLX) -- http://www.thecloroxcompany.com/-- manufactures and
markets household cleaning products with fiscal year 2007
revenues of US$4.8 billion.  Clorox markets some of consumers'
most trusted and recognized brand names, including its namesake
bleach and cleaning products, Green Works(TM) natural cleaners,
Armor All(R) and STP(R) auto-care products, Fresh Step(R) and
Scoop Away(R) cat litter, Kingsford(R) charcoal, Hidden
water-filtration systems, Glad(R) bags, wraps and containers,
and Burt's Bees(R) natural personal care products.

Clorox has manufacturing facilities in China, Costa Rica,
Dominican Republic, Malaysia, Panama, Peru, United Kingdom,
among others.


COACHMAN INSURANCE: A.M. Best Hikes FS Rating to "B++" From "B"
---------------------------------------------------------------
A.M. Best Co. upgraded on January 26, 2009, the financial strength
rating (FSR) to B++ (Good) from B (Fair) and issuer credit rating
(ICR) to "bbb" from "bb+" of Coachman Insurance Company (Coachman)
(Ontario, Canada). The outlook has been revised to stable from
positive.

Concurrently, A.M. Best has affirmed the FSR of A- (Excellent) and
ICR of "a-" of SGI CANADA (SGI) (Saskatchewan, Canada).
Additionally, A.M. Best has affirmed the FSR of B++ (Good) and ICR
of "bbb+" of SGI CANADA Insurance Services Limited (SCISL)
(Saskatchewan, Canada).  A.M. Best also has affirmed the FSR of
B++ (Good) and ICR of "bbb" of SCISL's majority owned subsidiary,
The Insurance Company of Prince Edward Island (ICPEI) (Prince
Edward Island, Canada).  The outlook for these ratings is stable.
All companies are subsidiaries of SGI.

Coachman is a niche automobile writer in Ontario, and is a wholly
owned subsidiary of SCISL.  The rating upgrades are reflective of
Coachman's excellent risk-adjusted capitalization, improved
profitability and the explicit financial support of SGI.

These positive rating factors are partially offset by Coachman's
exposure to the volatile Ontario automobile market, strong
competitive market pressure, rising claims cost inflation and
volatility in the investment markets.  However, the company has
shown excellent profitability ratios over the last few years and
benefits from operational support and reinsurance protection from
SGI.

The rating affirmations of SGI, SCISL and ICPEI are reflective of
their relative risk-adjusted capitalization, modest leverage
positions, historical profitability and business profiles within
their respective markets.  These companies' face challenges that
are similar to Coachman's in addition to risks associated with
expansion into new territories and a trend of more frequent and
severe weather-related events across Canada.  However, SGI
provides both internal and external reinsurance to help protect
surplus and provide capacity.


CHRISTIAN CORPS: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Denver Business Journal reports that Christian Corps International
Inc. has filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the District of Colorado.

Court documents say that Christian Corps owes between $10 million
and $50 million.  According to Denver Business, Christian Corps
listed $500,000 and $1 million in assets.

Aurora-based Christian Corps International Inc. is a nonprofit
community development corporation that aims to help people in the
Montview Village neighborhood.  It is run by Russ Porter Sr.,
pastor at Here's Love Christian Fellowship Church in Denver.
Among the programs run by Christian Corps is Community Housing
Opportunities Inc., which helps low-income renters in Montview
Village and northwest Aurora save money to buy homes.


CONTECH LLC: U.S. Trustee Forms Five-Member Creditors Committee
---------------------------------------------------------------
Daniel M. McDermott, the United States Trustee for Region 9,
appointed creditor to serve on an official committee of unsecured
creditors of Contech LLC and its debtor-affiliates.

The members of the committee are:

   1) George Siedlecki
      V.P. -Finance for AK Tube, LLC
      30400 East Broadway
      Walbridge, OH 43551
      Phone: 419.661.4150
      Fax: 419.662.9461
      Email: siedlecki@aktube.com

   2) Linda Stowell
      Vice President for Aero Metals, Inc.
      1201 E. Lincolnway
      La Porte, IN 46350
      Phone: 219.326.1976
      Fax: 219.326.1972
      Email: lstowell@aerometals.com

   3) Marlene Sloat
      Chairperson for Superior Aluminum Alloys
      14214 Edgerton Rd.
      New Haven, IN 46774
      Phone: 260.423.8542
      Fax: 260.423.8675
      Email: msloat@omnisource.com

   4) Mike Slovich
      Magretech, Inc.
      29695 Pettibone Rd.
      Glenwillow, OH 44139
      Phone: 216.587.4843
      Fax: 216.587.3764
      Email: mslovich@aol.com

   5) Sarah Schaefer
      Counsel for Alcan Primary Products Corporation
      8770 West Bryn Mawr Ave., Suite 7J
      Chicago, IL 60631
      Phone: 773.399.8566
      Fax: 773.399.3957
      Email: sarah.schaefer@alcan.com

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in Portage, Michigan, Contech LLC --
http://www.contech-global.com-- sells and supplies light-weight
cast component for automotive OEM's and Tier I suppliers.  The
Debtors also manufacture safety steel forged automotive components
and tube fabrications through its Steel Products Group primarily
for commercial truck OEM's.  The The Debtors have approximately
1,000 employees.  The company and two of its affiliates filed for
Chapter 11 protection on Jan. 30, 2009 (Bankr. E.D. Mich. Lead
Case No. 09-42392).  Robert A. Weisberg, Esq., and Christopher A.
Grosman, Esq., at Carson Fischer, P.L.C., serve as the Debtors'
local counsel.  The Debtors proposed Kurtzman Carson Consultants
LLC as their claims agent.  When the Debtors filed for Chapter 11
protection from their creditors, they listed assets and debts
between $100 million to $500 million each.


CONTECH LLC: Gets Initial OK to Use $7.2MM CIT Group DIP Facility
-----------------------------------------------------------------
The Hon. Marci B. McIvor of the United States Bankruptcy Court for
the Eastern District of Michigan authorized Contech LLC and its
debtor-affiliates to access, on an interim basis, up to $7,200,000
in financing under a debtor-in-possession agreement with a group
of financial institutions led by The CIT Group/Business Credit
Inc., as administrative agent, and The Bank of New York, as
collateral agent.

Proceeds of the facility will be used to pay (i) postpetition
operating and other working capital requirements, (ii) certain
transaction fees, costs and expenses, and (ii) certain prepetition
claims.

The facility will bear interest at the Base Rate the greater of
the Prime Rate plus 5% per annum.

The lenders will be paid $150,000 DIP facility fee as part of the
transaction.

To secured their DIP obligations, the lender will be granted
superperiority administrative expense claims status priority over
all administrative expenses.

The DIP facility is subject carve-outs to pay fees payable to the
clerk of the Court and the U.S. Trustee, and allowed professional
fees and expenses of the Debtors and any committee.

The DIP agreement contains customary and appropriate events of
defaults.

The Debtors will present on March 9, 2009, at 10:00 a.m., their
request for final approval.

Headquartered in Portage, Michigan, Contech LLC --
http://www.contech-global.com-- sells and supplies light-weight
cast component for automotive OEM's and Tier I suppliers.  The
Debtors also manufacture safety steel forged automotive components
and tube fabrications through its Steel Products Group primarily
for commercial truck OEM's.  The The Debtors have approximately
1,000 employees.  The company and two of its affiliates filed for
Chapter 11 protection on Jan. 30, 2009 (Bankr. E.D. Mich. Lead
Case No. 09-42392).  Robert A. Weisberg, Esq., and Christopher A.
Grosman, Esq., at Carson Fischer, P.L.C., serve as the Debtors'
local counsel.  The Debtors proposed Kurtzman Carson Consultants
LLC as their claims agent.  When the Debtors filed for Chapter 11
protection from their creditors, they listed assets and debts
between $100 million to $500 million each.


CORD BLOOD: Richard Neeson Resigns as Board Member
--------------------------------------------------
Chief Executive Officer Matthew L. Schissler disclosed in a
regulatory filing dated February 4, 2009, that Richard J. Neeson
resigned as a member of the Board of Directors of Cord Blood
America, Inc., on January 8, 2009, for personal reasons.  "There
was no disagreement with the [company] on any matter in connection
with his departure.  Mr. Neeson did not serve on any of the
Committees of the Board of Directors," Mr. Schissler informed the
Securities and Exchange Commission.

Headquartered in West Hollywood, California, Cord Blood America
Inc. (OTC BB: CBAI) -- http://www.cordblood-america.com/-- is an
umbilical cord blood stem cell preservation company with a
particular focus on the acquisition of customers in need of family
based products and services.  The company also provides
television, radio and internet advertising services to businesses
that sell family based products and services.

The company operates two core businesses:

  -- Cord Partners Inc., CorCell Co. Inc., CorCell Ltd.
     operates the umbilical cord blood stem cell preservation
     operations, and

  -- Career Channel Inc. dba. Rainmakers International
     operates the television and radio advertising operations.

As of Sept. 30, 2008, the company's balance sheet showed total
assets $5,492,547 and total current liabilities of $12,815,847,
resulting in total stockholders' deficit of $7,323,300.

CBAI has experienced recurring net losses from operations, which
losses have caused an accumulated deficit of approximately
$23.4 million as of September 30, 2008.  In addition, CBAI has a
working capital deficit of approximately $12.7 million as of
September 30, 2008.  These factors, among others, raise
substantial doubt about CBAI's ability to continue as a going
concern.


COSMETIC DENTAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Cosmetic Dental Group of Evans, LLC
        aka Linda K. Meister, DMD, Family & Cosmetic Dentistry
        655 N. Belair Rd.
        Evans, GA 30809

Bankruptcy Case No.: 09-10288

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Linda Kay Meister                                         -

Type of Business: The Debtor is in the health care business.

Chapter 11 Petition Date: February 2, 2009

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

Judge: Susan D. Barrett

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

The Debtor did not disclose its assets. but stated that its
liabilities range from $0 to $50,000.

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

The petition was signed by Linda K. Meister, Managing Member of
the company.


COUNTRY BANK: Calif. Bank Fails & FDIC Named Receiver
-----------------------------------------------------
County Bank, based in Merced, California, was closed on Fri., Feb.
6, 2009, by the California Department of Financial Institutions,
which appointed the Federal Deposit Insurance Corporation (FDIC)
as receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with Westamerica Bank, based in
San Rafael, California, to assume all of the deposits of County
Bank.

All of County Bank's 39 offices will be open as branches of
Westamerica Bank on Mon., Feb. 9, 2009.  Depositors of County Bank
will automatically become depositors of Westamerica Bank.
Deposits will continue to be insured by the FDIC, so there is no
need for customers to change their banking relationship to retain
their deposit insurance coverage.

As of February 2, 2009, County Bank had total assets of
approximately $1.7 billion and total deposits of $1.3 billion.  In
addition to assuming all of the failed bank's deposits, including
those from brokers, Westamerica Bank agreed to purchase all of
County Bank's assets.

The FDIC and Westamerica Bank entered into a loss-share
transaction.  Westamerica Bank will share in the losses on the
asset pools covered under the loss-share agreement.  The loss-
sharing arrangement is projected to maximize returns on the assets
covered by keeping them in the private sector.  The agreement also
is expected to minimize disruptions for loan customers as they
will maintain a banking relationship.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $135 million.  Westamerica Bank's acquisition of all
deposits was the "least costly" resolution for the FDIC's Deposit
Insurance Fund compared to alternatives.  County Bank is the ninth
bank to fail in the nation this year, and the third in California.


CULEBRA SA: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Culebra SA 104 Acre Residentail Development LP
        200 North Westlake Blvd., Suite 204
        Thousand Oaks, CA 91362

Bankruptcy Case No.: 09-11086

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Culebra SA 179 Acre Residential Development LP     09-11087

Type of Business: The company is a single asset real estate
debtor.

Chapter 11 Petition Date: February 2, 2009

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Creighton A. Stephens, Esq.
                  179 Cindy Ave
                  Newbury Park, CA 91320
                  Tel: (805) 504-2816
                  Fax: (805) 830-1112
                  Email: casesq@verizon.net

Total Assets: $3,750,000

Total Debts: $3,054,950

The Debtor's largest unsecured creditor is the Bexar County Tax
Assessor for $13,838 in property tax.

The petition was signed by John Contos, Co-General Manager of the
company.


DEAN CONSTRUCTION: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Dean Construction, LLC
        4128 Forest Acres Lane
        Chattanooga, TN 37406

Bankruptcy Case No.: 09-10659

Chapter 11 Petition Date: February 4, 2009

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Chattanooga)

Debtor's Counsel: Richard L. Banks, Esq.
                  Richard Bank & Associates, P.C.
                  P.O. Box 1515
                  Cleveland, TN 37364-1515
                  Tel: (423) 479-4188
                  Email: bmerriman@rbankslawfirm.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/tneb09-10659.pdf

The petition was signed by the Debtor's counsel, and Dean
Construction, LLC.


DELPHI CORP: Says Value May Not Cover Bankruptcy Debt
-----------------------------------------------------
A lawyer for Delphi Corp. informed the U.S. Bankruptcy Court for
the Southern District of New York that the total enterprise value
of the company now "may be equivalent to, or even less than, the
amount of the debtor's post-petition obligations including" bank
loans.

John Wm. Butler, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Chicago, Illinois, made the disclosure in Delphi's request
to terminate certain employee benefit plans and programs for
salaried employees.

Delphi Corp., in May 2008, sued Appaloosa and other parties in
light of their refusal to comply with their prior agreement to
provide US$2,550,000,000 in equity exit financing to Delphi.
Appaloosa's termination of their Equity Purchase and Commitment
Agreement stalled the consummation of Delphi's Plan of
Reorganization, which was confirmed by the Court January 25,
2008, and kept Delphi in Chapter 11.  Delphi, on October 3, filed
modifications to their Plan of Reorganization, which would allow
Delphi to exit Chapter 11 regardless of the outcome of their
lawsuit for specific performance by the Plan Investors.  The
Modified Plan does not require equity exit financing from the Plan
Investors, and only contemplates a US$3.75 billion of funded
emergence capital through a combination of term bank debt and
rights to purchase equity in Reorganized Delphi.  The Modified
Plan also requires more funding by General Motors Corp.

However, according to Mr. Butler, Delphi is engaged in discussions
with their stakeholders to formulate further plan modifications
consistent with the timetable agreed in the accommodation
agreement -- although its $4.35 billion DIP facility has expired,
the accommodation agreement allowed Delphi to retain the proceeds
of drawn amounts under the DIP facility until June 30, 2009,
subject to various conditions.

The Debtors are making further revisions to their business plan
consistent with the extremely low volume production environment in
the global automotive industry and depressed global capital and
equity markets.  "Although no formal valuation of the revised
business plan has been completed, it is anticipated that the total
business enterprise value associate with the revised business plan
will be substantially below the valuation range contained in the
Plan Modification Motion and may be equivalent to or even less
than, the amount of the Debtors' postpetition obligations
including the Debtors' DIP credit facility."

Mr. Butler relates that Delphi will save $70 million a year if the
identified employee programs are eliminated.  He added that $1.1
billion in balance sheet liability would be eliminated from the
Debtors' reorganization balance sheet if insurance and medical
benefits were eliminated.  Assuming an April 1, 2009 effective
date, it is anticipated that upon effectiveness of the proposed
terminations there will be cash savings to the Debtors of
$200,000,000 from 2009 through 2011 as well as the elimination of
balance sheet liabilities exceeding $1.1 billion, he notes.

                        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)


DELPHI CORP: GM's Add'l $100-Mil. Aid Tied Up to Treasury Loan
--------------------------------------------------------------
General Motors Corp. has agreed to (i) accelerate payment of
$50 million to Delphi Corp., and (ii) advance an additional
$50 million by Feb. 27 or increase a later payment to
$350 million from $300 million.  The move is to help GM's former
unit maintain operations while searching for bankruptcy exit
financing.

Delphi, however, noted in a regulatory filing that the funding by
GM may be subject to approval by the U.S. President Barrack
Obama's designee.

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 the president's designee, are not met.

While Delphi did not say whether the additional funding will come
from the $13.4 billion loaned by the Treasury, it said that by
Feb. 27, 2009, "GM has agreed that 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."

Delphi, under an agreement with lenders under an agreement with GM
and lenders under its $4.31 billion DIP facility, is also allowed
to access a $117 million cash collateral basket.  Delphi, however,
noted 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."  Delphi is required to advance all
amounts in the Basket to lenders, if among, other things, "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."

Incidentally, Feb. 17 is the deadline for GM to submit its
viability plan to the president's designee.  GM said in December
2008 that its net contribution to Delphi's reorganization would be
over $10.6 billion.

                        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)

                      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.


DELPHI CORP: Required to Submit New Plan by February 27
-------------------------------------------------------
Delphi Corporation on Jan. 30, 2009, reached an agreement relating
to certain waivers of certain covenants in connection its $4.35-
billion debtor-in-possession first priority revolving credit
facility.  Delphi also reached an agreement with General Motors
Corp., under which GM has agreed to (i) accelerate payment of
$50 million to Delphi, and (ii) advance an additional $50 million
by Feb. 27 or increase a later payment to $350 million from $300
million.

The amendment to the covenants with lenders and the additional
payments by GM is expected to help Delphi stay afloat as it seeks
financing that would allow it to finally exit bankruptcy in
mid-2009.

In January last year, Delphi obtained confirmation of its
reorganization plan and emerge from bankruptcy months later, but
Appaloosa Management, L.P., and other investors backed out from an
agreement to provide $2.55 billion in financing to Delphi.

Before the expiration of its DIP credit facility on Dec. 31, 2008,
Delphi entered into an accommodation agreement with lenders,
allowing it to retain the proceeds of drawn amounts under DIP
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.  The agreement was subject to various covenants,
which Delphi would have faced difficulty meeting, absent the
Amendments, due to the difficult economic environment,
particularly in the global automotive industry.

Aside from the GM payments, Delphi may be able to access a cash
collateral basket of $117 million.  However, the amounts in the
basket will only be released if each of these conditions are
satisfied:

    (a) by February 27, 2009, Delphi has filed a plan of
        reorganization or modifications to Delphi's existing plan
        of reorganization meeting certain specified conditions,

    (b) Delphi is compliant with the mandatory prepayment
        provisions in the Accommodation Agreement and all other
        covenants, 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.

                        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)


DENNIS BOLZE: Court Declares Missing Businessman Bankrupt
---------------------------------------------------------
News Sentinel reports that the Hon. Richard Stair of the U.S.
Bankruptcy Court for the Eastern District of Tennessee has
approved a petition by three Sevier County men to force Richard
Bolze into Chapter 7 liquidation.

According to News Sentinel, the petition was filed after the
collapse of a stock trading venture that authorities allege may
have been a Ponzi scheme.  News Sentinel relates that Mr. Bolze
has been missing since December 2008, when some investors -- many
of whom are from Europe -- of what he said was a day trading
venture in the stock market began asking questions.  Mr. Bolze is
accused in a civil lawsuit of converting investors' money to his
own use, says the report.

News Sentinel relates that the FBI and IRS have started criminal
investigations.  The report states that no criminal charges have
been filed.

Mr. Bolze's assets, says News Sentinel, can be seized and sold to
repay creditors.  The report states that an emergency interim
trustee was appointed to locate and hold assets.


DEX MEDIA: Fitch Junks Issuer Default Rating from 'B'
-----------------------------------------------------
Fitch Ratings has downgraded these ratings of R.H. Donnelley Corp
(RHD) and subsidiaries:

RHD (Holding Company)

  -- Issuer Default Rating to 'CC' from 'B';
  -- Senior unsecured notes to 'C/RR6' from 'CCC+/RR6'.

R.H. Donnelley, Inc. (Operating Company; Subsidiary of RHD)

  -- IDR to 'CCC' from 'B';
  -- Bank facility to 'B-/RR3' from 'BB/RR1';
  -- Senior unsecured notes to 'C/RR6' from 'B-/RR5'.

Dex Media, Inc. (HoldCo; Subsidiary of RHD)

  --  IDR to 'CC' from 'B';
  --  Senior unsecured notes to 'C/RR6' from 'CCC+/RR6'.

Dex Media East (Operating Company; Subsidiary of DXI)

  --  IDR to 'CCC' from 'B';
  --  Bank facility to 'B-/RR3' from 'BB-/RR2'.

Dex Media West (Operating Company; Subsidiary of DXI)

  -- IDR to 'CCC' from 'B';
  -- Bank facility to 'B+/RR1' from 'BB/RR1';
  -- Senior unsecured to 'B'/RR2' from 'BB/RR1';
  -- Senior subordinated to 'C/RR6' from 'B-/RR5'.

IDRs of 'CCC' reflect that default is a real possibility, while
IDRs of 'CC' reflect that default of some sort appears probable.
There are no Rating Outlooks assigned to the entities.  These
rating actions affect approximately $9.7 billion in total debt as
of Sept. 30, 2008.

Fitch expects operating trends to continue to weaken materially in
2009 and 2010.  However, the rating actions are more a reflection
of Fitch's view that the company possesses an untenable capital
structure.  The company has reduced debt somewhat at RHD via open-
market purchases and a debt exchange, and bought back a modest
amount of bank debt below par (RHDI obtained a waiver from its
bank group to permit it to repay term loan debt at a discount to
the principal amount).  While Fitch still believes that management
will remain focused on paying down debt and there is ample room
around most of its covenants, RHD has significant maturities
coming due in 2010 which it cannot address organically.  Fitch is
cautious regarding RHD's prospects to refinance such debt due to
its weakening operating profile, high leverage and uncertainty
related to market appetite.  Fitch believes it is likely the
company may pursue a more drastic restructuring of its debt
obligations and that such an action or series of actions could
constitute a default of some sort on some or all of its
obligations.

The ratings incorporate the understanding that DXI is structurally
subordinated to DXW and DXE, that RHD is structurally subordinated
to DXI and RHDI, and that RHD has provided a guarantee (to which
Fitch assigns little value) to RHDI.  Fitch understands that the
HoldCo's are dependent on dividends from the OpCos to support
their sizable HoldCo debt loads ($4.5 billion in aggregate).
Further, Fitch recognizes that free cashflow from any one OpCo
would be insufficient to service interest obligations at both
HoldCo levels and that the deficiency is even greater when
including principal repayments at the HoldCo level.

Although there do not appear to be cross defaults among the
entities and there are still a variety of circumstances under
which Fitch's historical treatment of linking the IDRs may be
plausible, the rating actions and approach to the ratings going
forward are based on a belief that certain entities are more
exposed to default than others.  This treatment is supported by
the view that refinancing risk is the most likely driver of
default probability.  In arriving at the conclusion to deemphasize
linkage of the IDRs, Fitch assumed that substantive consolidation
could be challenging for the HoldCo stakeholders to successfully
claim.  However, in distinguishing between the OpCo and HoldCo
default probability, Fitch recognizes there is still a meaningful
possibility that all entities could default simultaneously (pre-
packaged bankruptcy, etc.).

                          Dex Media West

The 'CCC' IDR for DXW reflects the $395 million senior unsecured
debt that comes due in August 2010.  While OpCo secured leverage
through the bank debt (roughly 2 times) and through senior
unsecured notes (about 2.5x) is relatively modest and could
enhance refinancing potential, Fitch is cautious regarding market
appetite to supply fresh debt capital to any entities in the
capital structure.  Fitch believes it could be challenging (but
possible) to repay the 2010 unsecured bonds from free cashflow at
maturity if it ceased distributing dividends to DXI and chose to
dedicate all free cashflow toward building up cash.  Given the
company's dependence on bank debt going forward, it is uncertain
whether the company would dedicate such a significant amount of
cash toward an unsecured obligation.  Hence, Fitch believes the
company may make a coercive offer below par to extend the notes
beyond the bank maturity date in 2014.  It is not clear how such
an offer would be received by noteholders given Fitch's estimation
that these notes could receive a material recovery in a
bankruptcy.  Regardless, there is a possibility that the outcome
of any negotiation with the noteholders could be considered a
default under Fitch's distressed debt exchange criteria.

The debt instrument ratings for DXW (and the other entities)
incorporate that Fitch has lowered the distressed EBITDA multiple
used in its Recovery Rating analysis from 5.0x to 3.5x.  The lower
multiple reflects the limited tangible asset value, continued
operating performance pressures and estimated contraction in
market multiples.  Given the higher likelihood of default, Fitch
more heavily weights a conservative estimate of current market
multiples given that historical multiples will likely be less
achievable.  Assuming this 3.5x multiple on an EBITDA discount of
15%, Fitch estimates the bank debt would receive 90%-100%
recovery.  Under these assumptions a 71%-90% recovery appears
reasonable for the 'B' rated senior unsecured notes, while the
subordinated notes are rated 'C/RR6' reflecting a 0% recovery
expectation.

                        R.H. Donnelley Inc.

RHDI's 'CCC' IDR reflects Fitch's belief that RHDI will be unable
to meet its heavy amortization burden in 2010 from free cashflow,
making a negotiation with the banks likely.  Fitch notes there is
also heavy principal amortization in 2011.  Even if RHDI ceased
distributing cash to RHD (recognizing the facility expires in
2011), Fitch estimates the OpCo would be unable to repay its
secured debt obligations by 2012.  This is notable because
assuming HoldCo note maturities are not extended beyond 2013,
Fitch believes bank lenders would want a restructuring to involve
the secured debt being repaid in advance of 2013 (when the company
faces a high level of HoldCo debt maturities
($2.2 billion) in addition to other various OpCo maturities and
amortizations ($1.1 billion).  Leverage through the banks at RHDI
is less than 3x, so restructuring the amortization could be
possible at an incremental interest cost that would further reduce
free cashflow.

The 'B-/RR3' rating on the RHDI bank debt reflects Fitch's belief
that 51%-70% recovery is reasonable.  Total OpCo leverage is
approximately 3.75x meaning that after the 35% latest 12- month
EBITDA haircut and a 3.5x multiple, the senior unsecured notes
receive negligible recovery (0%-10%).

                          Dex Media East

Fitch believes DXE is the healthiest of the OpCos.  It has a more
manageable maturity schedule, covenant flexibility and only one
class of debt (which could make negotiations less complicated than
at other OpCos).  Although it appears to have the capacity to
manage its capital structure organically, the 'CCC' IDR reflects
the expectation of continued operating deterioration and the risk
that it may continue to distribute dividends to the HoldCos.
Also, weakness at other entities and actions that the HoldCo's may
take (e.g. forcing all OpCos into bankruptcy) make full de-linkage
unrealistic and make default at DXE a real possibility in Fitch's
view.  The 'B-/RR3' rating on the bank debt reflects Fitch's
estimates that in a distressed scenario (35% decline in LTM EBITDA
that would violate covenants and a 3.5x multiple), bank debt is
estimated to recover 51%-70%.

              R.H. Donnelley Corp and Dex Media, Inc.

The 'CC' IDR on both RHD and DXI reflect Fitch's belief that
default of some sort appears probable.  These entities are
structurally subordinated in the overall complex and exposed to
the significant risk that bank lenders could restrict payments out
of the OpCos as part of a broader restructuring of the company.
While refinancing at the HoldCos does not pose a meaningful near-
term risk (until 2013 as described above), Fitch believes there is
a material risk of a debt exchange (that could be considered a DDE
and would represent a default) that could attempt to extend the
maturity date of these obligations in order to enhance the
repayment prospects of the secured lenders.  While there is
cashflow (from OpCo distributions) available to service interest
on these obligations under normal business conditions, the 'C/RR6'
ratings reflect that under a distressed scenario these
distributions could be reduced by 100% reflecting a 0% recovery.
Further, Fitch points out that these obligations have historically
been and are prospectively expected to be dependant on a
functioning refinancing market, as OpCo distributions are not
sufficient to repay principal even under favorable business
conditions.

Fitch understands that there are a number of alternatives
available to the company and its lenders given the free cashflow
dynamics of the business and the complexity of the capital
structure.  Fitch also recognizes that if the OpCos were to cut
distributions to the HoldCos, the HoldCos could force the OpCos
into bankruptcy.  As there is more clarity regarding the
likelihood of certain options, Fitch could take further actions.


DILLARD'S INC: S&P Puts 'B+' Rating on CreditWatch Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
six department store companies on CreditWatch with negative
implications.

In addition, S&P changed the outlook on three department store
companies to negative from stable.

"The CreditWatch listings and negative outlooks reflect our
deepening concern about the impact of the U.S. recession on the
increasingly troubled department store sector," said Standard &
Poor's credit analyst Diane Shand, "which felt the full brunt of
the declining U.S. economy and weakening consumer confidence in
2008."  The recession is likely to worsen through the first half
of 2009 given weakening employment, the still-poor housing market,
and continuing turmoil in financial markets.

Standard & Poor's expects department store operators to plan
inventories, expenses, and store growth conservatively in 2009 in
an effort to protect margins. Nevertheless, most companies'
margins are likely to erode as a result of weak consumer demand,
lack of sales leverage, and promotional activity. Ms. Shand added,
"We expect declining profitability to hurt the credit profiles of
the rated department stores enough in some cases to result in
downgrades."

However, rating changes are not necessarily a foregone conclusion
as a result of these CreditWatch placements and negative outlooks.
CreditWatch listings should be resolved within 90 days.  S&P will
take into account management's strategies, financial policies, and
liquidity (including their ability to remain in compliance with
financial covenants).

Generally speaking, companies that are more highly leveraged for a
particular rating category are likely to have more downside
potential.  Steps taken by companies to forgo discretionary
capital spending and to reduce costs in an effort to preserve
balance-sheet strength should be viewed favorably.

Bon-Ton Stores, Kohl's Corp., and Saks Inc. now have negative
outlooks, but are not on CreditWatch because S&P does not believe
S&P will lower the ratings in the near term.

                           Ratings List

                  Ratings Placed On CreditWatch

                          Dillard's Inc.

                                 To                 From
                                 --                 ----
   Corporate Credit Rating       B+/Watch Neg/--    B+/Stable/--

                            Macy's Inc.

                             To                 From
                             --                 ----
Corporate Credit Rating   BBB-/Watch Neg/A-3    BBB-/Negative/A-3

                   Neiman Marcus Group Inc. (The)

                             To                 From
                             --                 ----
    Corporate Credit Rating  B+/Watch Neg/--    B+/Negative/--

                          Nordstrom Inc.

                            To                 From
                            --                 ----
   Corporate Credit Rating  A-/Watch Neg/A-2   A-/Negative/A-2

                      Penney (J.C.) Co. Inc.

                             To                 From
                             --                 ----
Corporate Credit Rating      BBB-/Watch Neg/--  BBB-/Negative/--

                        Sears Holdings Corp.

                             To                 From
                             --                 ----
Corporate Credit Rating     BB-/Watch Neg/--   BB-/Negative/--

                 Ratings Affirmed; Outlook Action

                    Bon-Ton Stores Inc. (The)

                               To                 From
                               --                 ----
   Corporate Credit Rating     B-/Negative/--     B-/Stable/--

                           Kohl's Corp.

                             To                 From
                             --                 ----
Corporate Credit Rating     BBB+/Negative/--   BBB+/Stable/--

                             Saks Inc.

                               To                 From
                               --                 ----
    Corporate Credit Rating     B/Negative/--      B/Stable/--


DOLE FOOD: Amends Senior Credit Facilities to Issue Junior Notes
----------------------------------------------------------------
On February 5, 2009, Dole Food Company Inc. launched amendments to
its senior secured credit facilities to permit the company to
issue notes secured by junior liens on certain of its U.S. assets
to refinance outstanding senior notes, in an amount not to exceed
the greater of (i) $500 million or (ii) an amount that, when added
to the outstanding senior secured indebtedness, equals 3.75 times
the last twelve months' EBITDA.  The amendments also permit the
company to provide for up to EUR45 million of the European
Commission's Competition Decision requirements without using the
existing indebtedness basket capacity. In addition, the amendments
introduce a senior-lien-leverage-ratio financial maintenance
covenant and increase the interest rate the company must pay on
outstanding borrowings.  In connection with the launch of the
amendments, Dole Food will be providing potentially material
information to institutional lenders that has not previously been
disclosed:

   -- the company's net gain on asset sales in continuing
      operations was $30 million in 2008 and $5 million in 2007;
      and

   -- the company is targeting asset sales that will generate
      $200 million in cash proceeds in 2009.

Based in Westlake Village, California, Dole Food Company Inc. --
http://www.dole.com/-- is the world's largest producer and
marketer of high-quality fresh fruit, fresh vegetables and fresh-
cut flowers.  Dole markets a growing line of packaged and frozen
foods and is a produce industry leader in nutrition education and
research.

Dole Food's balance sheet at Oct. 4, 2008, showed total assets of
$4.4 billion, total liabilities of $4.0 billion and stockholders'
equity of $429.3 million

For quarter ended Oct. 4, 2008, the company posted net loss of
$21.3 million compared with net loss of $63.3 million for the same
period in the previous year.

As reported Troubled Company Reporter on Jan. 23, 2009,
Participations in a syndicated loan under which Dole Food is a
borrower traded in the secondary market at 75.69 cents-on-the-
dollar during the week ended Jan. 16, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 1.97 percentage points
from the previous week, the Journal relates.  Dole Food pays
interest at 175 points above LIBOR.  The loan matures April 5,
2013.  The bank loan carries Moody's Ba3 rating and Standard &
Poor's B+ rating.

The TCR reported on Nov. 17, 2008, that Moody's Investors Service
changed the rating outlook of Dole Food Company, Inc. to negative
from stable, reflecting the concern that the refinancing of the
May 1, 2009, $350 million bond maturity may not be done on
attractive terms given the sluggish high yield capital markets.
Dole's corporate family rating of B3 and its senior secured debt
ratings Ba3 were affirmed.  Moody's lowered the probability of
default rating to Caa1 given the short time until the bond
maturity.  The ratings of the company's unsecured debt were also
lowered.  While Moody' expects that recovery value in any default
would be better than average for Dole given the richness of its
assets, the higher expected recovery expectation was not
sufficient to offset the ratings' impact of lowering the PDR.

Ratings affirmed, with LGD percentages adjusted:

Dole Food Company, Inc.:

  -- Corporate family rating at B3

  -- Senior secured term loan B at Ba3 (LGD2); LGD% to 16% from
     23%

  -- Senior secured prefunded letter of credit facility, also
     available to Solvest, at Ba3 (LGD2); LGD% to 16% from 23%


DOLE FOOD: Reports Financial Results for 2008
---------------------------------------------
Dole Food Company, Inc., reported 2008 EBITDA of $409 million, a
$100 million or 32% increase over 2007.

David A. DeLorenzo, Dole's President and CEO stated, "Dole had an
outstanding year in 2008.  We made great progress in increasing
earnings, cutting costs, selling non-performing and idle assets,
and reducing debt.  EBITDA in 2008 of $409 million was an increase
of 32% or a $100 million improvement over 2007.  In addition, cash
proceeds from asset sales in 2008 and the first quarter of 2009
will total over $300 million.  In 2008, Dole's global workforce
was reduced approximately 13% from 87,000 to 76,000 associates,
and net debt decreased from $2.3 billion to $2.1 billion.  We are
pleased with the excellent results achieved in 2008.  We are very
optimistic as we look forward in 2009 to continue our success in
achieving improved earnings and further reductions in costs and
debt."

Dole also announced results for fiscal year 2008, which ended on
January 3, 2009:

   * Revenues

For fiscal 2008, revenues increased 12% to $7.6 billion from
$6.8 billion in 2007.  Revenues increased in all of our operating
segments, mainly due to higher pricing.  Revenue also increased
due to favorable foreign currency exchange movements and the
benefit of a 53-week year in 2008 compared to a 52-week year in
2007.

   * EBITDA

For fiscal 2008, EBITDA increased 32% to $409 million from
$309 million in 2007.  EBITDA was higher in the fresh fruit and
fresh vegetables operating segments and lower in the packaged
foods segment.  On a consolidated basis, EBITDA increased
primarily due to higher sales worldwide and overall favorable
foreign currency exchange movements.  These benefits were
partially offset by higher production and shipping costs.  EBITDA
was also impacted by an unrealized loss of $50 million from Dole's
cross currency swap, which was partially offset by net foreign
currency exchange gains of $21 million on Dole's British pound
sterling denominated vessel capital lease obligation.  Excluding
these items, as well as net unrealized foreign currency hedge
gains of $6 million and unrealized bunker fuel hedge losses of $4
million, 2008 EBITDA would have been $436 million, compared to
$332 million in 2007.

   * Interest Expense

Interest expense in 2008 was $174 million compared to
$195 million in 2007.  Interest expense decreased primarily as a
result of lower borrowing rates on the Company's debt facilities
and a reduction in borrowings.

                 Update on Asset Sale Transactions

On January 29, 2009, Dole Food Company, Inc., announced progress
on its asset sale transactions.  First, Dole has closed the first
phase of the previously announced sale of its flowers division.
With the closing of the first phase, Dole has now completed the
sale of its flowers business and retains only certain real estate
of the former flowers division to be sold in the subsequent phases
of the transaction.  Second, Dole has closed on the sale of
certain banana properties in Latin America.  Third, Dole has
signed a definitive purchase and sale agreement to sell certain
property in North America.  When the North American property sale
closes, towards the end of the first quarter of 2009, Dole will
have received net cash proceeds of approximately $84 million from
these three transactions.  When all phases of the transactions are
complete, net proceeds to Dole will be approximately
$130 million.  The cash proceeds will be used to pay down Dole's
debt under its senior secured credit facilities and/or to reinvest
in the business.  Pending reinvestment, cash proceeds will be used
to pay down Dole's revolving credit facility.

A full-text copy of the company's press release and selected
financial data is available for free at:

                http://researcharchives.com/t/s?3941

                          About Dole Food

Based in Westlake Village, California, Dole Food Company Inc. --
http://www.dole.com/-- is the world's largest producer and
marketer of high-quality fresh fruit, fresh vegetables and fresh-
cut flowers.  Dole markets a growing line of packaged and frozen
foods and is a produce industry leader in nutrition education and
research.

Dole Food's balance sheet at Oct. 4, 2008, showed total assets of
$4.4 billion, total liabilities of $4.0 billion and stockholders'
equity of $429.3 million.

For quarter ended Oct. 4, 2008, the company posted net loss of
$21.3 million compared with net loss of $63.3 million for the same
period in the previous year.

As reported Troubled Company Reporter on Jan. 23, 2009,
Participations in a syndicated loan under which Dole Food is a
borrower traded in the secondary market at 75.69 cents-on-the-
dollar during the week ended Jan. 16, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 1.97 percentage points
from the previous week, the Journal relates.  Dole Food pays
interest at 175 points above LIBOR.  The loan matures April 5,
2013.  The bank loan carries Moody's Ba3 rating and Standard &
Poor's B+ rating.

The TCR reported on Nov. 17, 2008, that Moody's Investors Service
changed the rating outlook of Dole Food Company, Inc. to negative
from stable, reflecting the concern that the refinancing of the
May 1, 2009, $350 million bond maturity may not be done on
attractive terms given the sluggish high yield capital markets.
Dole's corporate family rating of B3 and its senior secured debt
ratings Ba3 were affirmed.  Moody's lowered the probability of
default rating to Caa1 given the short time until the bond
maturity.  The ratings of the company's unsecured debt were also
lowered.  While Moody' expects that recovery value in any default
would be better than average for Dole given the richness of its
assets, the higher expected recovery expectation was not
sufficient to offset the ratings' impact of lowering the PDR.

Ratings affirmed, with LGD percentages adjusted:

Dole Food Company, Inc.:

  -- Corporate family rating at B3

  -- Senior secured term loan B at Ba3 (LGD2); LGD% to 16% from
     23%

  -- Senior secured prefunded letter of credit facility, also
     available to Solvest, at Ba3 (LGD2); LGD% to 16% from 23%


DOLPHIN REAL ESTATE: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Dolphin Real Estate No. 1, Inc.
        1700 S. El Camino Real, #200
        San Mateo, CA 94402

Bankruptcy Case No.: 09-30205

Type of Business: The Debtor is a single asset real estate broker.

Chapter 11 Petition Date: January 27, 2009

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

Judge: Dennis Montali

Debtor's Counsel: David C. Winton, Esq.
                  Law Offices of David C. Winton
                  936-B 7th St. #345
                  Novato, CA 94547
                  Tel: (415)421-5800
                  Email: david@dcwintonlaw.com

Estimated Assets: $0 to $50,000

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

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

            http://bankrupt.com/misc/canb09-30205.pdf

The petition was signed by Alan Bernardi, President of the
company.


EMIRATES INC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Emirates, Inc.
        3400 Montrose, #901
        Houston, TX 77006

Bankruptcy Case No.: 09-30865

Chapter 11 Petition Date: February 3, 2009

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

Judge: Letitia Z. Clark

Debtor's Counsel: Richard L. Fuqua, II, Esq.
                  Fuqua & Keim
                  2777 Allen Parkway, Ste. 480
                  Houston, TX 77019
                  Tel: (713) 960-0277
                  Email: fuqua@fuquakeim.com

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

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

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

            http://bankrupt.com/misc/txsb09-30865.pdf

The petition was signed by Suleman Ali, President of the company.


ENCAP GOLF: Court Dismisses Chapter 11 Bankruptcy Case
------------------------------------------------------
The Record reports that the Hon. Novalyn Winfield of the U.S.
Bankruptcy Court for the District of New Jersey has dismissed
EnCap Golf Holdings LLC' Chapter 11 bankruptcy case.

The Record relates that EnCap Golf could face drawn-out lawsuits
from about 200 unsecured creditors.

Maria Wood at Globest.com relates that EnCap Golf had sought to
build golf courses, 750 hotel rooms, 750,000 square feet of
office, 2,000 homes, and 100,000 square feet of retail space in
the Meadowlands.  Globest.com states that The New Jersey
Meadowlands Commission approved EnCap Golf's participation in the
project in 2004.  According to the report, the project has been
hindered by cost overruns and delays and in May 2008, EnCap Golf
filed for Chapter 11 bankruptcy protection.

The Record says that the Meadowlands Commission and American
International Group testified that talks over a disputed
$148 million insurance policy that was to finish the landfill
cleanup at the site had collapsed.  The report states that the
commission then sided with Wachovia, which wants to foreclose on
the property, in asking that the case be dismissed.  Robert
Ceberio, executive director of the commission, said in a
statement, "For months we have tried to work with AIG and other
stakeholders to move this process forward through negotiations.
Unfortunately that hasn't happened.  We have little choice but to
push forward in court in an effort to get this cleanup moving to
best protect residents and the environment."

According to Globest.com, the project resulted in an assembly bill
to increase oversight of major projects that receive
$50 million or more of public funds.

                         About EnCap Golf

Headquartered in East Rutherford, New Jersey, EnCap Golf
Holdings, LLC, a subsidiary of Cherokee Investment Partners of
North Carolina, develops closed landfills and other brownfield
properties into golf courses.

The company and its affiliate, NJM Capital LLC, filed for Chapter
11 protection on May 8, 2008 (Bankr. D. N.J. Lead Case No.
08-18581).  Michael D. Sirota, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., in Hackensack, New Jersey, represents the
Debtors.  The U.S. Trustee for Region 3 appointed five creditors
to serve on an Official Committee of Unsecured Creditors.
Greenberg Traurig LLP represents the Committee in this case.  The
Debtors' schedules disclose total assets of $70,056,038 and total
liabilities of $458,587,968.

The Debtors filed their chapter 11 plan on September 30, 2008.
Trump Organization delivered a competing plan the following day.


ESPRE Solutions: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: ESPRE Solutions, Inc.
        5700 West Plano Parkway, Suite 2600
        Plano, TX 75093

Bankruptcy Case No.: 09-30572

Type of Business: The Debtor offers media collaboration solutions
                  that provide high quality streaming video
                  over the Internet.

Chapter 11 Petition Date: January 30, 2009

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

Judge: Harlin DeWayne Hale

Debtor's Counsel: Edwin Paul Keiffer, Esq.
                  Wright Ginsberg Brusilow, PC
                  1401 Elm Street, Suite 4750
                  Dallas, TX 75202
                  Tel: (214) 651-6517
                  Fax: (214) 744-2615
                  Email: pkeiffer@wgblawfirm.

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/txnb09-30572.pdf

The petition was signed by William Hopke, Chief Executive Officer
of the company.


FAMILY PROPERTIES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Family Properties Investors, Inc
        dba
        Modavi Restaurant and Lounge
        2605 Majestic Way
        Lawrenceville, GA 30044

Bankruptcy Case No.: 09-62628

Chapter 11 Petition Date: February 2, 2009

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

Judge: Margaret Murphy

Debtor's Counsel: Paul Reece Marr, Esq.
                  Paul Reece Marr, P.C.
                  300 Galleria Parkway, N.W., Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255
                  Email: pmarr@mindspring.com

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

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

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

The petition was signed by Nancy J. Schaper, CEO of the company.


FINE DIAMONDS LLC: Sent to Chapter 7 by Nedbank
-----------------------------------------------
Nedbank Ltd., a South African bank, filed an involuntary Chapter 7
petition on Feb. 4 against Fine Diamonds LLC.

Nedbank asks the U.S. Bankruptcy Court for the Southern District
of New York to promptly appoint a trustee.  Nedbank alleges that
Fine Diamonds' inventory of gems, worth "millions of dollars," has
disappeared, Bloomberg's Bill Rochelle reports.

Fine Diamonds LLC is a New York-based diamond merchant.  The
involuntary Chapter 7 case was filed Feb. 4 (Bankr. S.D. N.Y.,
Case No. 09-10492).


FIRST ACCEPTANCE: A.M. Best Affirms "B" Financial Strength Rating
-----------------------------------------------------------------
A.M. Best Co. affirmed on January 30, 2009, the financial strength
rating (FSR) of B (Fair) and issuer credit ratings (ICR) of "bb"
of First Acceptance Insurance Group (First Acceptance) (Nashville,
TN) and its members.  Concurrently, A.M. Best affirmed the ICR of
"b-" of First Acceptance's publicly traded parent holding company,
First Acceptance Corporation (Delaware) [NYSE: FAC]. The outlook
for all ratings is stable.

The ratings reflect First Acceptance's above average underwriting
leverage, variable operating performance and generally unfavorable
loss reserve development. These negative rating factors are
somewhat mitigated by First Acceptance's improved risk-adjusted
capital position and conservative investment strategy. The ratings
further reflect the financial support the parent has historically
provided to First Acceptance through capital contributions.

First Acceptance's market presence has been developed through the
extensive utilization of advertising, which has provided strong
local brand recognition in its territories of operation. The high
traffic environment generated by the company-owned retail offices
presents opportunities to offer additional products and fee-based
services. In addition, management continues to take steps to
improve underwriting results including rate increases, closure of
underperforming retail stores and more efficient use of
technology. As a result of these actions, combined with continued
competitive market conditions, premium production has slowed
considerably, which has positively impacted underwriting leverage
and overall risk-adjusted capitalization.

The FSR of B (Fair) and ICRs of "bb" have been affirmed for First
Acceptance Insurance Group and its following pooled members:

   -- First Acceptance Insurance Company, Inc.
   -- First Acceptance Insurance Company of Georgia, Inc.
   -- First Acceptance Insurance Company of Tennessee, Inc.


FIRSTBANK FINANCIAL: Regulators Close Bank; FDIC Named Receiver
---------------------------------------------------------------
FirstBank Financial Services, based in McDonough, Georgia, was
closed on Fri., Feb. 6, 2009, by the Georgia Department of Banking
and Finance, which appointed the Federal Deposit Insurance
Corporation (FDIC) as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with Regions
Bank, based in Birmingham, Alabama, to assume all of the deposits
of FirstBank Financial Services.

FirstBank's four offices will reopen on Mon., Feb. 9, 2009, as
branches of Regions Bank.  Depositors of FirstBank will
automatically become depositors of Regions.  Deposits will
continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship to retain their
deposit insurance coverage.  Customers of both banks should
continue to use their existing branches until Regions can fully
integrate the deposit records of FirstBank.

As of Dec. 31, 2008, FirstBank had total assets of approximately
$337 million and total deposits of $279 million.  In addition to
assuming all of the failed bank's deposits, including those from
brokers, Regions agreed to purchase approximately $17 million in
assets.  The FDIC will retain the remaining assets for later
disposition.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $111 million.  Regions Bank's acquisition of all deposits
was the "least costly" resolution for the FDIC's Deposit Insurance
Fund compared to alternatives.  FirstBank is the seventh bank to
fail in the nation this year.  The previous bank to fail in
Georgia was Haven Trust Bank, Duluth, on Dec. 12, 2008.


FLUID ROUTING: Wants to Access $12 Million Sun Fluid DIP Facility
-----------------------------------------------------------------
Fluid Routing Solutions Inc. and its affiliated debtors ask the
United States Bankruptcy Court for the District of Delaware for
authority to access up to $12 million in postpetition financing
under a debtor-in-possession credit agreement dated February 6,
2009, with their parent Sun Fluid Routing Finance LLC, as lender
and administrative agent.

Access to the DIP facility will enable the Debtors to facilitate a
sale and a structured liquidation that would permit the Debtors to
execute a wind-down process that would repay the Debtors' secured
debt and generate a return to other creditors.  In addition, the
loan will be used to, among other things:

   i) fund ongoing working capital needs of the Debtors;

  ii) pay to the existing agent and the prepetition first lien
      lenders all prepetition first lien obligations including,
      without limitation, to cash collateralize existing Letters
      of credit; and

iii) pay fees and expenses including attorneys' fees and
      expenses owed to the DIP lender under the DIP facility and
      the other DIP facility documents.

The salient terms of the debtor-in-possession agreements are:

Borrowers:            Fluid Routing Solutions Inc., Fluid Routing
                      Solutions Automotive LLC, and Detroit Fuel,
                      Inc.

Guarantors:           Fluid Routing Solutions Intermediate Holding
                      Corp.

Administrative
Agent and Lender:     Sun Fluid Routing Finance LLC

Loan Facility:        $12,000,000

                        i) An interim amount not to exceed $[ ]
                           of revolving loans (Revolver Loan A)
                           to be advanced, pursuant to the
                           budget, upon entry of the Interim
                           Order and the satisfaction of all
                           conditions precedent in the DIP Credit
                           Agreement, and

                       ii) a new loan (Revolver Loan B) will be
                           issued in an amount that shall not
                           exceed to the amount outstanding under
                           the prepetition second lien promissory
                           Note, following entry of the final
                           order.

                       The loans are inclusive of all prepetition
                       obligations due and owing to the agent and
                       the lenders.

Interest Rates:        Revolver Loan A will bear interest at a
                       rate equal to the 1250 basis points per
                       annum.

                       Revolver Loan B will bear interest at a
                       rate equal to 1500 basis points per annum,
                       with interest payable in kind and added to
                       the principal amount outstanding on the
                       first day of each month at any time that
                       Revolver Loan B advances are outstanding.

Term:                  120th day to occur after the Debtors'
                       bankruptcy filing.


DIP Initial Facility
Fee:                   1% of the Total Commitment, which will be
                       fully earned and payable as of the date of
                       entry of the interim order.

DIP Exit Facility Fee: 1% of the total commitment due on the
                       earlier date to occur:

                        i) the maturity date, or

                       ii) repayment in full of the obligations.

Collateral:            All existing collateral and all
                       postpetition personal and real property of
                       the Debtors and its guarantor.

The DIP facility is subject to carve-outs to pay unpaid fees
of the clerk of the Court and the U.S. Trustee, and unpaid and
allowed fees and expenses of professional retained by the Debtors
or any creditors' committee.

The DIP agreement contains customary and appropriate events of
defaults.

                      Prepetition Indebtedness

The Debtors are borrowers and guarantors under two separate
secured credit facilities.  The Debtors owe $7.4 million in
outstanding secured debt plus interest as of their bankruptcy
filing.

A. Senior Secured Credit Facility

The Debtors and Wells Fargo Foothill Inc. are parties to a senior
secured credit facility dated July 30, 2007.  The prepetition
loan agreement consists of a revolving credit facility, including
a sub-facility for letters of credit.  As of their bankruptcy
filing, there was approximately $225,000 outstanding in revolving
credit loans together with accrued but unpaid, interest and
$3.2 million in issued but undrawn letters of credit plus
any related fees, expenses, costs, and charges.

In addition, pursuant to a fee letter dated July 30, 2007, the
Debtors are additionally liable for payment to the prepetition
first lien lenders for a prepayment premium of $250,000.  As
collateral for the obligations incurred under the prepetition loan
agreement, the Debtors granted to the existing agent, for the
benefit of the prepetition first lien Lenders, a first-priority
security interest in and lien upon all of the Debtors' real,
personal, and mixed assets and other property.

B. Senior Subordinated Secured Promissory Note

The Debtors are also makers of that certain senior subordinated
secured promissory note dated June 16, 2008, issued $10 million to
Sun Fluid Routing Finance LLC.  There is currently $4 million
together with accrued but unpaid interest outstanding on the
prepetition second lien note.  The prepetition second lien lender
is an affiliate of the Debtors' non-debtor parent and is the
Debtors' proposed DIP lender.

As collateral for the obligations incurred under the prepetition
second lien note, the Debtors granted to the prepetition second
lien lender a second-priority security interest in and lien upon
all of the Debtors' real, personal, and mixed assets and other
property.

The Debtors, the existing agent and the prepetition second lien
lender are parties to a subordination and intercreditor agreement,
dated as of June 16, 2008, which sets forth the respective rights
and obligations of the Debtors' secured lenders, including among
other things, the priority of payment to the lenders.

A full-text copy of the Debtors' debtor-in-possession credit
agreement dated Feb. 6, 2009, is available for free at:

               http://ResearchArchives.com/t/s?394f

A full-text copy of the Debtors' debtor-in-possession budget is
available for free at:

               http://ResearchArchives.com/t/s?3950

                        About Fluid Routing

Headquartered in Rochester Hills, Michigan, Fluid Routing
Solutions Inc. -- http://www.markivauto.com-- makes automobile
parts and accessories.  The company has manufacturing facilities
located in Lexington, Tennessee; Big Rapids, Michigan; Oscala,
Florida; and Easley, South Carolina.  The company's Detroit
facility closed in 2008.  The company has 1039 personnel before
it filed for bankruptcy.


FLUID ROUTING: Seeks to Hire Epiq Bankruptcy as Claims Agent
------------------------------------------------------------
Fluid Routing Solutions Inc. and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware for
permission to employ Epiq Bankruptcy Solutions LLC as their
claims, notice and balloting agent.

The firm is expected to:

   a) assist the Debtors with all required notices in these cases
      including, among others:

      -- notice of commencement of these chapter 11 cases and the
         initial meeting of creditors under section 341(a) of
         title 11 of the Bankruptcy Code;

      -- notice of claims bar dates;

      -- notice of objections to claims;

      -- notices of any hearings on the Debtors' disclosure
         statement and confirmation of the Debtors' chapter 11
         plan; and

      -- other miscellaneous notices as the Debtors or the Court
         may deem necessary or appropriate for the orderly
         administration of these chapter 11 cases;

   b) within five days of the service of a particular notice,
      file with the Clerk's Office a certificate or affidavit of
      service that includes:

      -- a copy of the notice served;

      -- a list of persons upon whom the notice was served along
         with their addresses; and

      -- the date and manner of service;

   c) receive, examine and maintain copies of all proofs of claim
      and proofs of interest filed in the case;

   d) maintain official claims registers in each of the Debtors'
      cases by docketing all proofs of claim and proofs of
      interest in the applicable claims database that includes
      the following information for each such claim or interest
      asserted:

      -- the name and address of the claimant or interest holder
         and any agent thereof, if the proof of claim or proof of
         interest was filed by an agent;

      -- the date the proof of claim or proof of interest was
         received by the firm and the Court;

      -- the claim number assigned to the proof of claim or proof
         of interest;

      -- the asserted amount and classification of the claim; and

      -- the applicable Debtor against which the claim or
         interest is asserted;

   e) implement necessary security measures to ensure the
      completeness and integrity of the claims registers;

   f) transmit to the Clerk's Office a copy of the claims
      registers on a weekly basis, unless requested by the
      Clerk's Office on a more or less frequent basis;

   g) maintain an up-to-date mailing list for all entities that
      have filed proofs of claim or proofs of interest and make
      the list available upon request to the Clerk's Office or
      any party in interest;

   h) provide access to the public for examination of copies of
      the proofs of claim or proofs of interest filed in the case
      without charge during regular business hours;

   i) record all transfers of claims pursuant to Bankruptcy Rule
      3001(e) and provide notice of the transfers as required by
      Bankruptcy Rule 3001(e);

   j) comply with applicable federal, state, municipal and local
      statutes, ordinances, rules, regulations, orders and other
      requirements;

   k) promptly comply with such further conditions and
      requirements as the Clerk's Office or the Court may at any
      time prescribe;

   1) provide such other claims processing, noticing and related
      administrative services as may be requested from time to
      time by the Debtors;

   m) oversee the distribution of the applicable solicitation
      material to each holder of a claim against or interest in
      the Debtors;

   n) respond to mechanical and technical distribution and
      solicitation inquiries;

   o) receive, review and tabulate the ballots cast, and make
      determinations with respect to each ballot as to its
      timeliness, compliance with the Bankruptcy Code, Bankruptcy
      Rules and procedures ordered by this Court subject, if
      necessary, to review and ultimate determination by the
      Court;
   p) certify the results of the balloting to the Court; and

   q) perform such other related plan-solicitation services as
      may be requested by the Debtors.

The firm will be paid for its services in accordance to the
agreement.  A full-text copy of the agreement is available for
free at: http://ResearchArchives.com/t/s?394e.

Daniel C. McElhinney, executive director of the firm, assures the
Court that the firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

                        About Fluid Routing

Headquartered in Rochester Hills, Michigan, Fluid Routing
Solutions Inc. -- http://www.markivauto.com-- makes automobile
parts and accessories.  The company has manufacturing facilities
located in Lexington, Tennessee; Big Rapids, Michigan; Oscala,
Florida; and Easley, South Carolina.  The company's Detroit
facility closed in 2008.  The company has 1039 personnel before
it filed for bankruptcy.


FLUID ROUTING: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Fluid Routing Solutions, Inc.
        1955 Enterprise Drive
        Rochester Hills, MI 48309

Bankruptcy Case No.: 09-10384

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Fluid Routing Solutions Intermediate Holding Corp. 09-10384
Fluid Routing Solutions Automotive, LLC            09-10386
Detroit Fuel, Inc.                                 09-10387

Related Information: The Debtor makes automobile parts and
                     accessories.  The company has manufacturing
                     facilities located in Lexington, Tennessee;
                     Big Rapids, Michigan; Oscala, Florida; and
                     Easley, South Carolina.  The company's
                     Detroit facility closed in 2008.  The
                     company had 1,039 employees before it filed
                     for bankruptcy.

                     Fluid Routing Solutions Canada Corporation
                     did not file for bankruptcy.

                     See: http://www.markivauto.com

Chapter 11 Petition Date: February 6, 2009

Court: District of Delaware (Delaware)

Judge: Christopher S. Sontchi

Debtors' Counsel: Michael R. Nestor, Esq.
                  Kenneth J. Enos, Esq.
                  Young Conaway Stargatt & Taylor LLP
                  The Brandywine Building
                  1000 West Street, 17th Floor
                  Wilmington, DE 19801
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253
                  http://www.ycst.com

                          --- and ---

                  Neil E. Herman, Esq.
                  Morgan Lewis & Bockuis LLP
                  101 Park Avenue
                  New York, NY 10178
                  Tel: (212) 309-6000
                  Fax: (212) 309-6001

Restructuring Advisor: Bob Pachmayer, Esq.
                       Jonathan D. Weinberg, Esq.
                       Kevin A. Krakor, Esq.
                       Mesirow Financial Interim Management, LLC
                       321 North Clark Street
                       Chicago, IL 60654
                       Tel: (312) 595-6200
                            (888) 973-2323
                       Fax: (312) 644-8927
                       http://www.mesirowfinancial.com

Claims Agent: Epiq Bankruptcy Solutions LLC
              FDR Station, P.O. Box 5013
              New York, NY  10150-5013

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
   ------                      ---------------   ------------
Associated Tube                Trade             $534,308
INDUSTRIES
Attn: August Noto
PO Box 66512
AMFO'Hare
Chicago, IL 60666
Tel: (800) 387-4217
Fax: (905) 475-5202

T I Automotive                 Trade             $513,896
Systems
PO Box 8500-53646
Attn: Mark Tinson
Philadelphia, PA 19178-3643
Tel: (586) 755-8077

IT W Drawform                  Trade             $475,789
Attn: Bryan Happel
      Jim Houtman
PO Box 95433
Chicago, IL 60694-5433
Tel: (616) 748-8116
Fax: (616) 772-9572

Industrial Stamping & Mfg.     Trade             $465,146
Corp.

Almond Corporation             Trade             $445,901

D T R Industries Inc.          Trade             $431,686

Middletown Tube Work           Trade             $390,834

Excel Polymers LLC             Trade             $386,862

Industrial Distribution Group  Trade             $370,547
Inc.

Foothills Machining            Trade             $350,158

lR. Automation Technologies    Trade             $283,462
Inc.

Martin Supply                  Trade             $259,352

Volostube Form                 Trade             $238,673

Dana Industries                Trade             $233,817

George Albright                Property Tax      $218,263

Beaver Manufacturing Co. Inc.  Trade             $191,430

TGFluide System USA            Trade             $175,236

Excel Machine & Tool           Trade             $173,160

Powder Cote II                 Trade             $154,310

PTM Corporation                Trade             $151,137

Ben Shaman                     Employee Tax      $144,661

Associated Tube Industries     Trade             $143,538

Vanguard Industries Inc.       Trade             $141,055

Product International          Trade             $138,087

TRIDON Suntrust Bank           Trade             $130,071

City of Detroit Treasurer      Property Tax      $129,021

KMC Stampings Div.             Trade             $120,179

Mitch Grove                    Litigation        $119,146

Poch Staffing Inc.             Trade             $119,068

Crosscon Industries            Trade             $118,246

The petition was signed by John Carson, chief financial officer,
treasurer and secretary.


FORD MOTOR: Mulls Job and Supplier Cuts, In Talks on Volvo Sale
---------------------------------------------------------------
Dan Strumpf at The Associated Press reports Ford Motor Co will
continue to slash the number of suppliers it does business with as
it adapts to the weak auto market.

Citing Tony Brown, Ford's group vice president for global
purchasing, the AP relates the company had about 1,600 auto parts
suppliers eligible for new business at the end of 2008, and is
aiming to bring that number down to about 750.  The AP notes in
2004, Ford was doing business with 3,300 parts suppliers.

Data obtained by the AP from the Original Equipment Suppliers
Association showed 40 auto parts makers went bankrupt in 2008.

Mr. Brown, according to the AP, expects more failures among parts
suppliers as the industry grapples with an unprecedented downturn
in automobile sales.

"We are going to see more, and we are going to see more faster,"
of the pace of parts supplier insolvencies, Mr. Brown said as
cited by the AP.

                           Volvo Sale

Ford is in talks to sell its Sweden-based Volvo Car unit to
China's Geely Automobile Holdings Ltd., Bloomberg News reports
citing three people familiar with the discussions.

Two of the people told Bloomberg News that Geely first approached
Ford about buying Volvo a year ago, before the U.S. automaker had
decided to sell its Swedish auto unit.

Preliminary talks began in December after Ford said it would
consider selling the unit, according to Bloomberg News.

Ford, which is trying to avoid government aid by raising cash
through asset sale, probably will get less than the $6.4 billion
it paid for Volvo in 1999, Bloomberg News cited one of the people
as saying.

Geely, Bloomberg News' sources said, would likely seek to buy
Ford's entire equity stake in Volvo rather than negotiate with the
Swedish unit over purchases of specific assets.

According to Bloomberg News, Ford creditors are likely to receive
some, or even all, of the proceeds from any sale of Volvo, which
it pledged as part of the collateral it put up for $23 billion in
loans it secured in 2006.

Sale of Volvo, whose U.S. sales fell 64 percent last year and
had a pretax loss of $736 million in the fourth quarter, will
follow Ford's sale of Jaguar and Land Rover to India's Tata Motors
Ltd. for $2.4 billion last June and its Aston Martin luxury line
for $931 million to a group of investors in May of 2007.

                     Possible Plant Shutdowns

Ford would shut down its plants in Wayne, Michigan, and Kansas
City, The Wall Street Journal reports, citing Global Insight
analyst Haig Stoddard.  The report states that the Wayne plant
makes the Ford Focus, while the Kansas City plant assembles:

     -- the F-150 pickup,

     -- the Ford Escape SUV,

     -- Mercury Mariner SUV,

     -- the Ford Escape and Mercury Mariner SUVs hybrid
        counterparts, and

     -- the Mazda Tribute.

Citing Ford Motor spokesperson Angie Kozleski, WSJ relates that
the firm is continuing to size its capacity to demand.  The
spokesperson, according to the report, has denied any planned
plant actions.

                         U.K. Job Cuts

Bloomberg News reports Ford will cut as many as 850 jobs in the
U.K. and delay the introduction of a new version of its best-
selling Transit van.

Ford has offered "voluntary separation" packages to salaried and
hourly workers as part of a plan to eliminate the positions by May
and is also seeking to renegotiate a wage increase offered to U.K.
workers last year, Bloomberg News says citing the automaker in a
statement.

Bloomberg News relates automakers and suppliers are shuttering
plants across Europe as car markets shrink.  Car sales in Britain
fell 31 percent in January to 112,087 vehicles from 162,097 a year
earlier, the ninth consecutive monthly decline, the news agency
cited the London-based Society of Motor Manufacturers & Traders as
saying.

                      About Ford Motor Co.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The company provides
financial services through Ford Motor Credit Company.

The company has operations in Japan in the Asia Pacific region. In
Europe, the company maintains a presence in Sweden, and the United
Kingdom.  The company also distributes its brands in various
Latin-American regions, including Argentina and Brazil.

                        *     *     *

Moody's Investors Service in December 2008 lowered the Corporate
Family Rating and Probability of Default Rating of Ford Motor
Company to Caa3 from Caa1 and lowered the company's Speculative
Grade Liquidity rating to SGL-4 from SGL-3.  The outlook is
negative.  The downgrade reflects the increased risk that Ford
will have to undertake some form of balance sheet restructuring in
order to achieve the same UAW concessions that General Motors and
Chrysler are likely to achieve as a result of the recently-
approved government bailout loans.  Such a balance sheet
restructuring would likely entail a loss for bond holders and
would be viewed by Moody's as a distressed exchange and
consequently treated as a default for analytic purposes.


FORTUNOFF HOLDINGS: Proposes Feb. 19 Auction for All Assets
-----------------------------------------------------------
Fortunoff Holdings LLC and Fortunoff Card Company LLC ask the
United States Bankruptcy Court for the Southern District of New
York to approve bidding procedures for the sale of substantially
all of their assets as a going concern, subject to competitive
bidding and auction.

The Debtor will present on Feb. 9, 2009, at 2:00 p.m., the request
before the Court to consider approval.

The Debtors' assets will be sold free and clear of all pledges,
liens, security interests, encumbrances, claims, charges, options
and interests in accordance with section 363 of the United States
Bankruptcy Code.

The Debtors said they have not received an acceptable stalking
horse bid for their assets at present.

The Debtors propose (i) Feb. 16, 2009, at 12:00 noon as deadline
for bidders to submit their offers for the Debtors' assets, and
(ii) Feb. 19, 2009, at 10:00 a.m., as auction date, which will
take place at the offices of Sidley Austin LLP, 787 Seventh
Avenue in New York.  Furthermore, the Debtors wants that the sale
approval hearing to occur on Feb. 23, 2009, at 10:00 a.m.

To participate in the auction, bidders are required to deposit 10%
of the purchase price as good faith deposit.

The Debtors tell the Court that the proposed sale bidding
procedures is fair and reasonable and would yield the maximum
value for their estates and creditors.

A full-text copy of the Debtors' proposed bidding procedures is
available for free at: http://ResearchArchives.com/t/s?3950

A full-text copy of the Debtors' agency agreement is available for
free at: http://ResearchArchives.com/t/s?3951

                          About Fortunoff

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.

The company and its affiliate, Fortunoff Card Company LLC, filed
for Chapter 11 protection on February 5, 2009 (Bankr. S.D. N.Y.
Lead Case No. 09-10497).  Lee Stein Attanasio, Esq., at Sidley
Austin LLP, represents the Debtors in their restructuring efforts.
The Debtors proposed Zolfo Cooper LLC as their special financial
advisor and The Garden City Group Inc. as their claims agent.
When the Debtors filed for protection from their creditors, they
listed assets and debts between $100 million to $500 million each.


FREESCALE SEMICONDUCTOR: $4.6BB Stockholders' Deficit at Dec. 31
----------------------------------------------------------------
Freescale Semiconductor, Inc., filed with the Securities and
Exchange Commission its annual report on Form 10-K for the year
ended Dec. 31, 2008.  The company incurred a net loss of
$7.9 billion for the year.  As of Dec. 31, the company had
$6.6 billion in total assets and $11.3 billion in total
liabilities, resulting in a $4.6 billion stockholders' deficit.

Freescale said 2008 net sales of roughly $5.2 billion decreased 9%
and 2008 orders of roughly $4.8 billion decreased 10% compared to
2007.  The company explained that lower net sales were driven by a
decrease in microcontroller, analog and sensor product shipments
due to decreasing production in the global automotive industry and
in connection with the termination of certain minimum purchase
commitments of the company's cellular products by Motorola,
partially offset by higher radio frequency product shipments
related to increased demand in the Asian wireless infrastructure
market.  Intellectual property revenue decreased 60% in 2008, as
compared to 2007, to 1% as a percentage of net sales.
Distribution sales approximated 17% of our total net sales and
fell by 3% compared to 2007.  Distribution inventory was 14.0
weeks of net sales at December 31, 2008, compared to 11.8 weeks of
net sales at December 31, 2007.

In 2008, Freescale entered into plans to reduce workforce,
discontinue product lines, exit or refocus business strategies and
consolidate manufacturing and administrative operations in an
effort to improve operational effectiveness, reduce costs or
simplify product portfolio.

Freescale acknowledged that the company is highly leveraged.
Freescale disclosed that "[a]s of December 31, 2008, our total
indebtedness was approximately $9.8 billion.  We also had an
additional $207 million available for borrowing under the senior
secured revolving credit facility and the option to increase the
amount available under the term loan and revolving credit facility
by up to an aggregate of $1 billion on an uncommitted basis.  In
addition, under the Senior PIK-Election Notes, we have elected and
have the option to continue to pay interest in the form of PIK
interest through December 15, 2011.  In the event we make a PIK
interest election in each period in which we are entitled to make
such an election, our debt will increase by the amount of such
interest."

During the fourth quarter of 2008, Freescale elected to use the
PIK interest feature for the interest period ending on June 15,
2009, as a prudent method to enhance liquidity in light of the
dislocation in the current financial markets and the uncertainty
as to when reasonable conditions will return.  As a result,
$6 million of accrued PIK interest associated with the Senior PIK-
Election Notes was properly classified as long-term debt as of
December 31, 2008.  In addition, Freescale drew down
$460 million in the fourth quarter 2008 under the senior secured
revolving credit facility, net of non-funded commitments by Lehman
Commercial Paper, Inc.  On January 21, 2009, the company drew down
an additional $184 million under the senior secured revolving
credit facility, leaving a remaining $23 million available for
borrowing, net of $23 million of outstanding letters of credit and
non-funded commitments by Lehman Commercial Paper.

According to Freescale, the high degree of leverage could have
important consequences, including:

   -- increasing the company's vulnerability to adverse economic,
      industry or competitive developments;

   -- requiring a substantial portion of cash flow from
      operations to be dedicated to the payment of principal and
      interest on the indebtedness, therefore reducing the
      company's ability to use cash flow to fund operations,
      capital expenditures and future business opportunities;

   -- exposing the company to the risk of increased interest
      rates because certain of the borrowings, including
      borrowings under the senior secured credit facilities and
      the senior floating rate notes, are at variable rates of
      interest;

   -- making it more difficult to satisfy obligations with
      respect to the company's indebtedness, and any failure to
      comply with the obligations of any of the company's debt
      instruments, including restrictive covenants and borrowing
      conditions, could result in an event of default under the
      agreements governing the indebtedness;

   -- restricting the company from making strategic acquisitions
      or causing the company to make non-strategic divestitures;

   -- limiting the company's ability to obtain additional
      financing for working capital, capital expenditures,
      product development, debt service requirements,
      acquisitions and general corporate or other purposes; and

   -- limiting the company's flexibility in planning for, or
      reacting to, changes in the company's business or market
      conditions and placing us at a competitive disadvantage
      compared to competitors who are less highly leveraged and
      who therefore, may be able to take advantage of
      opportunities that the company's leverage prevents the
      company from exploiting.

The company noted that its cash interest expense, net for the year
ended December 31, 2008, was $677 million. At December 31, 2008,
there was roughly $4.3 billion aggregate principal amount of
variable indebtedness under the senior floating rate notes and
senior secured credit facility.  A 1% increase in such rates would
increase the annual interest expense by approximately
$44 million.

Freescale said its ability to make scheduled payments or to
refinance the company's indebtedness depends on its financial and
operating performance, which is subject to prevailing economic and
competitive conditions and to certain financial, business and
other factors beyond its control.

Freescale said it is in compliance with the restrictive covenants
under its Credit Facility and the Notes, as of December 31, 2008.
It noted, however, that the maintenance of certain of its
financial ratios is based on its level of profitability.  The
company noted that the 2009 global economic environment will
continue to adversely impact its business and result in lower
operating profitability.  These lower levels of profitability will
cause its incurrence-based financial ratios to fall outside of the
prescribed ranges set forth in the Credit Facility, which will
impose certain of the restrictions.

A full-text copy of Freescale's 2008 annual report on Form 10-K
for the period ended Dec. 31 is available at no charge at:

               http://ResearchArchives.com/t/s?3949

Freescale also has filed Amendment No. 1 to its Annual Report on
Form 10-K for the fiscal year ended December 31, 2007.  The 2007
report was originally filed March 13, 2008.  The amendment revises
the company's disclosure under "Item 9A. Controls and Procedures."
Notwithstanding, the company noted that no change in the company's
internal control over financial reporting occurred during its most
recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, its internal control over
financial reporting.

A full-text copy of Amendment No. 1 is available at no charge at:

               http://ResearchArchives.com/t/s?394a

                   About Freescale Semiconductor

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

                           *     *     *

As of December 31, 2008 and 2007, Freescale's corporate credit
ratings from Standard & Poor's and Moody's were B+ and B1,
respectively.  As of December 31, 2008 and 2007, Freescale's Fitch
rating was B and B+, respectively.  In January 2009, Standard &
Poor's, Moody's and Fitch downgraded the company's corporate
credit ratings to B-, Caa1 and CCC, respectively.


GENERAL GROWTH: Moves Earnings Release Date to February 23
----------------------------------------------------------
General Growth Properties, Inc., reported that, as a result of its
ongoing strategic review of alternatives, it will release earnings
for the fourth quarter and full year of 2008 on February 23, 2009,
after the market closes, which is two weeks later than the
previously projected date.

John Kell at The Wall Street Journal reports that General Growth
is facing a crushing debt load.  The company failed to get last
week an extension of a $225 million loan arranged by its primary
adviser, Goldman Sachs Group Inc., the report states.

According to Kris Hudson at WSJ, the payment deadline on the
Goldman Sachs short-term loan passed Monday last week without
General Growth disclosing an extension.  The report says that
General Growth was in talks with Goldman Sachs last Tuesday to
extend the loan.

WSJ says that General Growth added Goldman Sachs as one of three
financial advisers in September 2008.  Goldman Sachs, WSJ states,
arranged the loan last year to give General Growth time to pay
several mortgages coming due and to sell assets to raise cash.
Citing people familiar with the matter, WSJ relates that Goldman
Sachs has at least one unidentified partner in the loan who has
denied providing an extension.

Goldman Sachs, WSJ reports, hasn't moved to foreclose on the malls
General Growth pledged as collateral for the loan.  People
familiar with the matter said that if Goldman Sachs decides to do
so, it would trigger cross defaults that could force General
Growth to file for bankruptcy protection, WSJ states.

WSJ reports that General Growth has disclosed that it has little
cash or borrowing capacity to pay chunks of its $27 billion debt
load as they come due.

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc.
(NYSE:GGP) -- http://www.ggp.com/-- is the second-largest U.S.
mall owner with 200-plus shopping malls in 44 states.  General
Growth is a self-administered and self-managed real estate
investment trust.  General Growth owns, manages, leases and
develops retail rental property, primarily shopping centers.
Substantially all of its properties are located in the United
States, but the company also has retail rental property operations
and property management activities -- through unconsolidated joint
ventures -- in Brazil and Turkey.  Its Master Planned Communities
segment includes the development and sale of residential and
commercial land, primarily in large-scale projects in and around
Columbia, Maryland; Houston, Texas; and Summerlin, Nevada, as well
as the development and sale of its one residential condominium
project located in Natick (Boston), Massachusetts.

General Growth said in a regulatory filing Sept. 30 that its
potential inability to address its 2008 or 2009 debt maturities in
a satisfactory fashion raises substantial doubts as to its ability
to continue as a going concern.  General Growth had
$29.6 billion in total assets and $27.3 billion in total
liabilities as at Sept. 30.

                         *     *     *

As reported by the Troubled Company Reporter on Dec. 11, 2008,
Fitch Ratings, has downgraded the Issuer Default Ratings and
outstanding debt ratings of General Growth Properties to 'C'
from 'B'.


GENERAL MOTORS: Add'l $100-Mil. Aid to Delphi Tied Up to TARP Loan
------------------------------------------------------------------
General Motors Corp. has agreed to (i) accelerate payment of
$50 million to Delphi Corp., and (ii) advance an additional
$50 million by Feb. 27 or increase a later payment to
$350 million from $300 million.  The move is to help GM's former
unit maintain operations while searching for bankruptcy exit
financing.

Delphi, however, noted in a regulatory filing that the funding by
GM may be subject to approval by the U.S. President Barrack
Obama's designee.

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 the president's designee, are not met.

While Delphi did not say whether the additional funding will come
from the $13.4 billion loaned by the Treasury, it said that by
Feb. 27, 2009, "GM has agreed that 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."

Delphi, under an agreement with lenders under an agreement with GM
and lenders under its $4.31 billion DIP facility, is also allowed
to access a $117 million cash collateral basket.  Delphi, however,
noted 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."  Delphi is required to advance all
amounts in the Basket to lenders, if among, other things, "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."

Incidentally, Feb. 17 is the deadline for GM to submit its
viability plan to the president's designee.  GM said in December
2008 that its net contribution to Delphi's reorganization would be
over $10.6 billion.

                        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)

                      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.


GENERAL MOTORS: Starts Talks on Debt Restructuring
--------------------------------------------------
General Motors Corp. executives, advisers, bondholders and union
officials scheduled talks Feb. 9 and 10 to negotiate the
government-ordered debt restructuring of the automaker, Bloomberg
News reports citing two people close to the plans.

Bloomberg News' sources, who asked not to be named because the
meetings are private, said the discussions follow previous
informal talks as part of GM's plan to reduce US$27.5 billion in
unsecured debt to about US$9.2 billion by swapping for equity.

The report relates GM has a February 17 deadline to submit a
status report to the U.S. Treasury as part of an agreement to keep
US$13.4 billion in loans.

According to the report, GM must outline its plan for long-term
viability, competitiveness and energy efficiency.

Specifically, Bloomberg News says the plan must:

  -- demonstrate how the automaker will repay the
     loans, restructure its business and ensure a
     positive value for the company in the
     future; and

  -- show monthly detail through 2010 and annual
     projected financial results through 2014.

By March 31, the report notes GM must have union approval for any
contract changes as well as an agreement to cut the costs of the
union retiree health-care fund.  The automaker must also have
begun the debt exchange offer with bondholders, the report adds.

                            Job Cuts

GM may cut salaried jobs similar in magnitude to more than 5,000
eliminated last year, people familiar with the plan told Bloomberg
News.

According to Bloomberg News, GM is offering retirement incentives
to most of its 62,000 members of the United Auto Workers union
that include US$20,000 cash and a US$25,000 voucher for a new car
for workers willing to retire or quit.

GM would like to get more than 10,000 union workers to leave and
is expecting at least half that many to accept, one person was
cited by Bloomberg News as saying.  Workers have until March 24 to
decide, the report says.

                       China Joint Venture

Irene Shen at Bloomberg News reports General Motors Corp. may form
a commercial-vehicle venture with China FAW Group Corp.

Both companies have already registered a name for the venture, GM
spokesman Henry Wong told Bloomberg News in a phone interview
without elaborating.

The report relates GM makes vehicles in China through two
ventures, both of which are backed by SAIC Motor Corp.

According to the report, sales at SAIC-GM-Wuling, a minivan
venture, rose 20 percent to a record 75,168 units last month,
while GM's U.S. sales in the same period plunged 49 percent.

China's vehicle sales may gain this year as sales of cars, trucks
and buses increased 6.7 percent last year to 9.38 million, the
report notes citing the China Association of Automobile
Manufacturers.

                     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.


GENERAL MOTORS: To Shut More Plants as Part of Viability Plan
-------------------------------------------------------------
More plant closures are expected at General Motors Corp. and
Chrysler LLC as part of their viability plans, Sharon Terlep, Kate
Linebaugh, and Jeff Bennett at The Wall Street Journal report,
citing people familiar with the matter.

WSJ relates that GM's U.S. sales dropped 49%, Chrysler's declined
55% and Ford Motor Co.'s dropped by 40% in January 2009.  WSJ
states GM, Ford Motor, and Chrysler had about 1.56 million
vehicles on dealer lots at the end of that month, or 145 days of
inventory, up from 99 in December 2008.

According to WSJ, GM and Chrysler have significantly more than
they need at current sales levels.  Chrysler, states the report,
would produce a million cars and trucks in 2009, roughly enough to
fill five or six plants.  GM has 22 auto assembly plants in North
America, while Chrysler has 12 plants, the report says.

WSJ reports that Global Insight analyst Haig Stoddard said that he
expects GM to shut down a truck plant, possibly the one in
Pontiac, Michigan, which is operating at about 25% capacity.  GM
would also close one of its car plants in Orion, Michigan, and
Oshawa, Ontario, WSJ states, citing Mr. Stoddard.

Citing people familiar with the matter, WSJ relates that Chrysler
would disclose in its viability plan that it would shut down at
least one plant.  According to WSJ, Mr. Stoddard said that
Chrysler could close a plant near St. Louis that makes the Dodge
Ram pickup truck because the company has the same plant in Warren,
Michigan.  Chrysler, says the report, has shut down a minivan
plant near St. Louis.

Mr. Stoddard said that Chrysler would also close one of the plants
-- which operate below capacity -- in Sterling Heights, Michigan,
and Belvidere, Illinois, WSJ states.  Chrysler also has two Jeep
plants in Toledo, Ohio, that could be consolidated into one, WSJ
reports, citing Mr. Stoddard.

WSJ relates that Chrysler spokesperson Max Gates denied any talks
about shutting down plants.

Chrysler, says WSJ, confirmed on Friday that it will close two
Michigan plants and one in Canada for at least a week, starting
Monday.

Mr. Stoddard also expects Ford Motor to shut down its plants in
Wayne, Michigan, and Kansas City, according to WSJ.  The report
states that the Wayne plant makes the Ford Focus, while the Kansas
City plant assembles:

     -- the F-150 pickup,

     -- the Ford Escape SUV,

     -- Mercury Mariner SUV,

     -- the Ford Escape and Mercury Mariner SUVs hybrid
        counterparts, and

     -- the Mazda Tribute.

Citing Ford Motor spokesperson Angie Kozleski, WSJ relates that
the firm is continuing to size its capacity to demand.  The
spokesperson, according to the report, has denied any planned
plant actions.

           Bailout Process Stalled by Lack of Car Czar

John D. Stoll at WSJ reports that sources said that the
government's delay in appointing a "car czar" is slowing the auto
industry's progress in restructuring negotiations with bondholders
and the United Auto Workers union.

According to WSJ, GM and Chrysler were required to submit
extensive restructuring plans and concession commitments from
unions and bondholders by February 17 to a presidential designee,
or a "car czar".

The government hasn't appointed a car czar yet, WSJ says.
According to WSJ, people familiar with the matter said that the
car czar is expected to be in place by the middle of February and
work with experts to analyze the restructuring plans from GM and
Chrysler.  Citing the sources, WSJ relates that the delay in the
appointment of a car czar has impeded the talks due to a lack of
clarity on the terms the Treasury Department is seeking.

Sources said that financier Steven Rattner, who founded private
equity firm Quadrangle, is being considered as car czar, WSJ
reports.  WSJ states that the Treasury's transition from the Bush
to the Obama administrations and the extended confirmation
hearings of Treasury Secretary Timothy Geithner has delayed the
process of vetting Mr. Rattner as car czar.

WSJ, citing people familiar with the matter, says that the United
Auto Workers' President Gettelfinger and other union leaders are
becoming concerned about the delay in appointing an auto czar and
its effect on the firms' restructuring plans.

                     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.


GEORGE BOLLING: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: George Bolling
        1300 Reservoir Ave
        Bridgeport, CT 06606

Bankruptcy Case No.: 09-50184

Type of Business: The company is a single asset real estate
debtor.

Chapter 11 Petition Date: February 2, 2009

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Joseph J. D'Agostino, Jr., Esqw.
                  1062 Barnes Road, Suite 304
                  Wallingford, CT 06492
                  Tel: (203) 265-5222
                  Fax: 203-268-5236
                  Email: joseph@lawjjd.com

Total Assets: $2,026,850

Total Debts: $4,056,834

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

The petition was signed by George Bolling.


GLOBAL AIRCRAFT: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Global Aircraft Solutions, Inc.
        6901 South Park Avenue
        Tucson, AZ 85706

Bankruptcy Case No.: 09-01655

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     -------
Hamilton Aerospace Technologies, Inc.              09-01659
World Jet Corporation                              09-01660
Hamilton Aerospace Mexico S.A. De c.v.             09-01661

Chapter 11 Petition Date: January 30, 2009

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

Judge: James M. Marlar

Debtor's Counsel: Mary B. Martin, Esq.
                  Lane & Nach, P.C.
                  2025 North Third Street, Suite 157
                  Phoenix, AZ 85004
                  Tel: (602) -258-6000
                  Fax: (602) 258-6003
                  Email: mary.martin@lane-nach.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 Gordon Hamilton, Chief Executive
Officer of the company.


GLOBAL GEOPHYSICAL: S&P Affirms 'B-' Rating; Outlook Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it took several
rating actions on companies in the oilfield services and drilling
industry.  The rating actions reflect S&P's expectation that
financial performance and credit quality will deteriorate
significantly, particularly for those companies exposed to land
and shallow water drilling activity.  In addition, some issuers
may bump up against covenants under their revolving credit
facilities, which could restrict liquidity.  The expected
deterioration in the sector stems from the meaningful cuts
announced in North American exploration and production capital
spending in 2009 and possibly 2010.

Although S&P took several rating actions, S&P's sector review is
not completed and, over the coming days, S&P expects more negative
rating actions.

                          Ratings Lowered

  Allis-Chalmers Energy Inc. To B/Negative/-- From B+/Negative/--

The rating action reflects S&P's concern that the company's
financial performance could deteriorate significantly over the
next several quarters due to considerable cutbacks in spending by
E&P companies.  Although Allis-Chalmers will generate a
significant portion of its 2009 EBITDA from South America,
primarily from its DLS subsidiary, lower utilization rates in its
North American focused segments--oilfield services and the rental
segment--could quickly erode profitability.  Furthermore, lower
profitability measures weigh on the company's covenants,
particularly its maximum net debt to EBITDA covenant of 4x.  As of
Sept. 30, 2008, it was slightly over 3x.  S&P could take further
negative rating actions if the covenant is breached or if
liquidity materially decreases from current levels.

                         Outlooks Revised

   Hercules Offshore Inc. To BB-/Negative/-- From BB-/Stable/--

The outlook revision reflects Hercules' weaker financial
performance and credit metrics due to the decline in the North
American oil and gas industry, especially the soft U.S. Gulf of
Mexico market.  Weak commodity prices and cutbacks in the E&P
companies' capital expenditure budgets have caused the dayrates
for jackups in the U.S. Gulf of Mexico to drop dramatically, thus
causing Hercules to cold-stack an additional eight jackups and six
inland barges.  With the company's current backlog at
approximately $800 million, S&P expects Hercules to focus on
liquidity and debt payment for 2009.  Should operating performance
continue to worsen, so that debt to EBITDA exceeds 3.5x, a
downgrade may be warranted.

      Parker Drilling Co. To B+/Stable/-- From B+/Positive/--

The outlook revision reflects S&P's expectation for weakness in
the North American oil and gas industry, and hence worsening
operating margins for Parker.  Despite the 81% contract cover on
Parker's international rigs through 2009, lower exploration and
production spending by the industry could adversely affect
Parker's rental tools business and the barge drilling business,
which has already weakened considerably.  Given the company's
required capital expenditures for 2009, S&P expects Parker to be
free cash flow negative for 2009 but have sufficient cash balances
to fund the deficit and provide a sufficient cushion.  S&P could
revise the outlook to negative if liquidity weakens considerably
or if declining operational performance leads to debt to EBITDA of
more than 3.5x.

     Stewart & Stevenson LLC To B/Stable/-- From B/Positive/--

The rating action reflects S&P's expectations that the current low
commodity price environment will have a significant impact on the
company's financial performance in 2009.  The company relies on
the volatile and cyclical exploration and production industry,
which accounts for approximately 70% of its revenues.  Stewart &
Stevenson will see its credit metrics weaken considerably.
Although the adjusted debt to EBITDA and EBITDA to interest
coverage ratios were respectable at 2.6x and 4.6x, respectively,
at the end of the third quarter, S&P expects these metrics to
weaken going into 2009 as E&P operators reduce capital spending.
Also, the company's backlog has decreased significantly since its
peak in 2007.  Nevertheless, Stewart & Stevenson derives
approximately 30% of its revenues from the more stable aftermarket
parts and service business, and the company has relatively low
maintenance capital expenditure requirements of approximately $4
million.  Management has enacted various cost-cutting measures in
an attempt to preserve margins in 2009.

        Global Geophysical Services Inc. To B-/Negative/--
                      From B-/Developing/--

The outlook revision reflects the deterioration in credit metrics
and financial performance due to significant reductions in E&P
spending for 2009.  As exploration and production companies focus
more on production than on exploration, S&P expects the land
seismic business to be negatively affected.  Also, the company's
debt to EBITDA covenant tightens throughout 2009 to 1.6x at year
end from 2.0x currently.  Worsening operating performance or
possible covenant breaches could lead to a downgrade.

                           Ratings List

                            Downgraded
                     Allis-Chalmers Energy Inc.

                                To                From
                                --                ----
Corporate credit rating        B/Negative/--     B+/Negative/--

                          Outlook Action
                       Hercules Offshore Inc.

                                 To                From
                                 --                ----
Corporate credit rating        BB-/Negative/--   BB-/Stable/--

                        Parker Drilling Co.

                                 To                From
                                 --                ----
Corporate credit rating        B+/Stable/--      B+/Positive/--

                     Stewart & Stevenson LLC

                                 To                From
                                 --                ----
Corporate credit rating        B/Stable/--       B/Positive/--

                  Global Geophysical Services Inc.

                                To                From
                                --                ----
Corporate credit rating        B-/Negative/--    B-/Developing/--


         N.B. -- This does not include all ratings affected.


GLOBE RE: New Collateral Arrangement Won't Affect Moody's Ratings
-----------------------------------------------------------------
Moody's Investors Service said that new collateral posting
arrangements effected by the total return swap counterparty do not
have rating implications for Globe Re Limited.  Moody's rates
Globe Re's Tranche A ($23.5 million term loans, $21.5 million
variable rate notes), Tranche B ($22 million term loans,
$18 million variable rate notes), and Tranche C ($8.5 million term
loans, $6.5 million variable rate notes) debt securities at Baa3,
Ba2, B2, respectively, with a stable outlook.

Globe Re is a limited-life reinsurance vehicle that covers a
limited number of property catastrophe reinsurance contracts.  The
vehicle is sponsored by Hannover Ruckversicherung AG, one of the
largest reinsurers in the world.  Under the new mark-to-market
collateral arrangement, Deutsche Bank AG, London Branch (Aa1
senior unsecured / negative outlook), as the total return swap
provider on Globe Re's investment portfolio, will true up market
asset values to par on a daily basis.  The new collateral posting
requirements effectively replace and improve upon the prior
arrangement, which had called for the swap provider to true-up the
portfolio on a monthly basis should the portfolio value fall below
95% of par.

Moody's added that Globe Re's investment allocation remains
conservative, positioned predominantly in P-1 rated commercial
paper and high-investment grade corporate bonds with market values
that have held close to par.

The rating agency also noted that insurance losses incurred by
Globe Re to date remain well below the average annual loss that
was modeled at inception, notwithstanding hurricanes in 2008.  As
more than half of Globe Re's risk period has elapsed (ends
May 30, 2009) and roughly half of its total exposed limits are
specific to Florida (where the hurricane season has come and
passed), Moody's believes that Globe Re's existing equity cushion
remains ample to support current ratings.

The last rating action on Globe Re occurred on June 19, 2008 when
Moody's assigned definitive ratings to its debt securities.


GMAC LLC: S&P Upgrades Senior Unsecured Debt Rating to 'CCC'
------------------------------------------------------------
Standard & Poor's Ratings Services said that in addition to the
rating actions on GMAC LLC and Residential Capital LLC, GMAC's
senior unsecured debt was also upgraded to 'CCC' from 'D'.


GP DEVELOPMENT: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: GP Development Group, LLC
        4800 College Boulevard
        Overland Park, KS 66211

Bankruptcy Case No.: 09-50177

Type of Business: The company is a single asset real estate
debtor.

Chapter 11 Petition Date: February 2, 2009

Court: United States Bankruptcy Court
       Southern District of Mississippi (Gulfport Divisional
       Office)

Judge: Edward Gaines

Debtor's Counsel: William P. Wessler, Esq.
                  William P. Wessler
                  1624 24th Avenue
                  P.O. Box 175
                  Gulfport, MS 39502
                  Tel: (228) 863-3686
                  Fax: (228) 863-7877
                  Email: wwessler@cableone.net

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

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

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

            http://bankrupt.com/misc/mssb09-50177.pdf

The petition was signed by Michael Earl, Member of the company.


HAROLD TREGO: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Harold E. Trego Construction, Inc.
        6 S. Village Avenue
        Exton, PA 19341

Bankruptcy Case No.: 09-10771

Chapter 11 Petition Date: February 3, 2009

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Jean K. Fitzsimon

Debtor's Counsel: Marc D. Collazzo, Esq.
                  Armstrong & Carosella, P.C.
                  882 S. Matlack Street, Ste. 101
                  West Chester, PA 19382
                  Tel: (610) 431-3300

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

Estimated Debts: $1,000,001 to $10,000,000The Debtor did not file
a list of its 20 largest unsecured creditors together with its
petition.

The petition was signed by Harold E. Trego, President of the
company.


HAWAIIAN INSURANCE: A.M. Best Keeps "B" Financial Strength Rating
-----------------------------------------------------------------
A.M. Best Co. revised on January 26, 2009, the outlook to negative
from stable and affirmed the financial strength rating (FSR) of B+
(Good) and issuer credit rating (ICR) of "bbb-" of Great Northwest
Insurance Company (GNIC) (headquartered in St. Paul, MN).

A.M. Best also has affirmed the FSR of B (Fair) and ICR of "bb" of
Hawaiian Insurance and Guaranty Company, Limited (HIG) (Honolulu,
HI).  The outlook for these ratings is stable.

The outlook revision and rating affirmations of GNIC are based on
its operating performance over the last two years, which has seen
a 35% decrease over year-end 2006's capital base.  Consequently,
GNIC's surplus will receive a $1 million infusion from its parent
company, GNW Acquisition Corp (GNWAC) (Idaho).

GNIC's performance, which generated the capital losses, was due to
an increase in severe weather frequency in GNIC's operating region
over the last two years.  Many of these events, while severe,
created losses below GNIC's reinsurance attachment point and
remained wholly the responsibility of the company. GNIC is
challenged to stem the volatility within its book of business in
the near term.

HIG's ratings are based on the challenges it faces as a single
state writer in a catastrophe-prone area, most specifically those
of competition, economic scarcity inherent in an island economy
and regulatory change.  Partially offsetting these negative
factors are the company's experienced management team, unique
operating/distribution strategies, competitiveness of the proposed
underwriting expense structure, historical profitability of the
acquired book of business, operational support from its sister
affiliate and adequate capitalization.  The rating outlook is
based on HIG's recent operating performance.

Additionally, A.M. Best has affirmed the ICR of "b" of GNWAC. The
outlook for this rating remains stable.  GNWAC has a debt-to-
capital ratio of 43.7%, which for a company at its rating level is
well within acceptable boundaries.  GNWAC has enough liquidity to
manage day-to-day operations without asking for assistance from
its subsidiaries.


GRAMERCY CLUB: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Gramercy Club of Edina
        12750 Nicollet Avenue South, Suite 300
        Burnsville, MN 55337

Bankruptcy Case No.: 09-30666

Chapter 11 Petition Date: February 4, 2009

Court: United States Bankruptcy Court
       District of Minnesota (St. Paul)

Judge: Dennis D O'Brien

Debtor's Counsel: Thomas G. Wallrich, Esq.
                  Hinshaw & Culbertson LLP
                  333 South Seventh Street, Suite 2000
                  Minneapolis, MN 55402
                  Tel: (612) 333-3434
                  Email: twallrich@hinshawlaw.com

Estimated Assets: $0 to $50,000

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/mnb09-30666.pdf

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


GYARMATHY & ASSOCIATES: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Gyarmathy & Associates, Inc.
        d/b/a Kentucky Fried Chicken
        13180 N. Cleveland Ave., Suite 111
        North Fort Myers, FL 33903

Bankruptcy Case No.: 09-01776

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
K-Corp. Charlotte, Inc.                            09-01777
K-Corp. Collier, Inc.                              09-01778
K-Corp. Lee, Inc.                                  09-01780
JP's Bar-B-Que, LLC                                09-01781
JP's Bar-B-Que North, LLC                          09-01783
JP's Bar-B-Que FD-23, LLC                          09-01784

Chapter 11 Petition Date: January 31, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Debtor's Counsel: Stephen R. Leslie, Esq.
                  Stichter, Riedel, Blain & Prosser
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  Email: sleslie.ecf@srbp.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/flmb09-01776.pdf

The petition was signed James P. Gyarmathy, President of the
company.


HALO TECHNOLOGY: Committee Files Chapter 11 Reorganization Plan
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Halo Technology
Holdings, Inc., and its debtor-affiliates, filed with the U.S.
Bankruptcy Court for the District of Connecticut a proposed
Chapter 11 plan for the Debtors.

The Creditors Committee on Jan. 26, 2009, filed a disclosure
statement explaining the terms of the Plan.  The disclosure
statement has not yet been approved by the Court for circulation
to creditors.

The Plan is a "stock for debt" reorganization plan.  Under the
Plan, the various debtor entities will be consolidated into a
single surviving entity, the reorganized Halo Technology
Holdings, Inc.  All property of the Debtors shall vest in the
reorganized Halo to be dealt with pursuant to the Plan.

The obligations to the Debtors' creditors, both secured and
unsecured, will be restructured and satisfied.  Existing equity
interests are to be cancelled and expunged; equity interest
holders will receive nothing under this Plan on account of their
equity interests.

At confirmation, Mr. Brian Sagi of Cerian Technology Ventures,
LLC, shall be engaged as Post-Confirmation Chief Restructuring and
Executive Officer.  The businesses of the four Operating Companies
(as defined in the Plan) will remain active as potential
dispositions of such businesses are evaluated and, if appropriate,
implemented.

The Debtors' cash on hand, as well as the proceeds of the sale of
any of the Operating Companies, will be used to satisfy post-
confirmation operating expenses (including funding of reserves set
forth in this Plan) and costs of disposition, Administrative
Claims and Priority Claims, the restructured debts of secured
creditors and Convenience Class creditors, and shall then be used
to pay the remaining unsecured creditors on a pro rata basis.

The Committee believes that the distribution to unsecured
creditors under the Plan will exceed the distribution, if any, to
unsecured creditors under liquidation in accordance with the
provisions of Chapter 7 of the Code.

Notwithstanding that the plan may not be accepted by all Impaired
classes, the Committee intends to invoke the "cramdown" provisions
under Sec. 1129(b)(1) of the Bankruptcy Code, which provides that
a Plan may still be confirmed provided that the Plan has been
accepted by at least one Impaired Class of Claims, and so long as
the Plan does not discriminate unfairly, and is fair and equitable
with respect to each non-consenting class of claims that is
impaired under the Plan.

Holders of Allowed Administrative Claims will be paid in full from
the available cash on the Plan's Effective date, unless otherwise
agreed.  Holders of Allowed Priority Non-Tax Claims under Class 2
will be paid in full from the Available Cash on the Plan's
Effective Date, unless that class has elected to accept the Plan,
in which case such claims will be paid deferred cash payments of a
value, as of the Effective Date of the plan, equal to the allowed
amount of their claim.

The Plan classifies claims against and equity interests in the
Debtors nto seven (7) classes.  Their respective treatments under
the Plan are:

Class          Description                       Treatment
-----          -----------                       ---------
  1     Allowed Secured Claim of Fortress   Impaired.  Entitled
                                            to Vote.

  2     Non-Tax Priority Unsecured Claims   Impaired.  Entitled
                                            to Vote.

  3     General Unsecured Claims Not        Impaired.  Entitled
        Subordinated to Fortress            to Vote.

  4     General Unsecured Claims            Impaired.  Entitled
        Subordinated to Fortress            to Vote.

  5     Convenience Claims                  Impaired.  Entitled
                                            to Vote.

  6     Equity Interests Held by Halo in    Impaired.  Deemed to
        the Halo Subsidiaries               Reject the Plan.

  7     Equity interests of shareholders    Impaired.  Deemded to
        in Halo                             Reject the Plan.

In full, complete and final satisfaction of its Class 1 claims,
Fortress shall receive an amended and restated 5 year promissory
with interest payable quarterly at the current rate applicable to
the 5 year U.S. Treasury Note, plus 350 basis points.  Principal
shall be reduced prior to maturity:

  (I) from proceeds from sale of the Operating Companies after
      deductions for expenses of sale, including fees payable to
      investment bankers; payment of any unpaid Allowed
      Administrative or Priority Claims; replenisment of the
      Reorganized Halo's Working Capital Reserve; repayment of
      exit financing, if any; and any guaranteed payment to the
      Convenience Class and/or

(II) upon refinance.

Allowed non-tax priority unsecured claims under Class 2 shall be
paid from excess cash generated by operations of the post-
confirmation Halo.  Until paid, such claims shall bear interest at
the rate ascribed at the time of confirmation to the three (3)
year U.S. Treasury Note.

In full, complete and final satisfaction of all claims of Class 3
creditors, each Class 3 creditor will receive shares of common
stock in the reorganized Halo in a percentage expressed by a
fraction the numerator of which is the dollar amount of the Class
3 General Unsecured Creditor's Allowed Claim and the denominator
of which is of the dollar amount of all Allowed Claims of Classes
3 and 4.  Upon post-confirmation disposition of the Operating
Companies and other remaining assets of the Debtors, Class 3
claimants are to receive their proportionate share (as determined
by percentage of equity ownership in the reorganized Halo) of the
net proceeds of such dispositions.

In full, complete and final satisfaction of all claims of Class 4
creditors, each Class 4 creditor will receive shares of common
stock in the reorganized Halo in a percentage expressed by a
fraction the numerator of which is the dollar amount of the Class
4 General Unsecured Creditor's Allowed Claim and the denominator
of which is the dollar amount of all Allowed Claims of Classes 3
and 4.  Upon post-confirmation disposition of the Operating
Companies and other remaining assets of the Debtors, Class 4
claimants are to receive their proportionate share (as determined
by percentage of equity ownership in the reorganized Halo) of the
net proceeds of such dispositions.

In full, complete and final satisfaction of each Class 5
Convenience claim, the holder shall receive an amount of cash
equal to fifteen percent (15%) of the amount of such Allowed Claim
on the later of the date that is six (6) months after the Plan's
Effective Date or the date that is ten (10) days after the date
such claim is allowed.

In full, complete and final satisfaction of Class 6 equity
interests, the reorganized Halo shall retain Halo's 100% equity
interest in each of the Halo subsidiaries until such time as they
are cancelled in accordance with the substantive consolidation
contemplated by this Plan.

In full, complete and final satisfaction of Class 7 equity
interests, the interests of holders of equity interests (including
stock and warrants) in Halo shall be cancelled and expunged and
holders of such interest shall receive no distribution.

A full-text copy of the disclosure statement explaining the
Official Committee of Unsecured Creditors' Chapter 11 Plan of
Reorganization for the Debtors, dated Jan. 26, 2009, is available
for free at:

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

Greenwich, Connecticut-based Halo Technology Holdings, Inc. fka
Warp Technology Holdings Inc. -- http://www.haloholdings.com/--
is a holding company whose subsidiaries operate enterprise
software and information technology businesses.  The company and
its affiliates filed for chapter 11 protection on Aug. 20, 2007
(Bankr. D. Conn. Lead Case No. 07-50480).  David Wallman, Esq., at
The Wallman Law Firm, LLC; lawyers at Zeisler & Zeisler P.C.; and
Jeffrey R. Gleit, Esq., at Kasowitz Benson Torres & Friedman, LLP,
serve as the Debtors' counsel.  James C. Graham, Esq., Kristin B.
Mayhew, Esq., at Pepe & Hazard, and Patrick M. Birney, Esq., at
Robinson & Cole LLP, represent the Official Committee of Unsecured
Creditors as counsel.  At March 31, 2007, the company reported
total assets of $47,344,373 and total liabilities of $45,494,297.


HARRIS INTERACTIVE: Breaches Loan Covenants; Gets 30-Day Waiver
---------------------------------------------------------------
Harris Interactive Inc. disclosed that at December 31, 2008, the
company was in violation of the leverage ratio and interest
coverage covenants under the terms of its credit facilities.
Harris Interactive reclassified the remaining $26.0 million of
outstanding debt under the facilities to current liabilities until
the time as amended credit facilities are in place.

Harris Interactive also said it recorded a $1.0 million charge to
interest expense for the portion of its interest rate swap that
was deemed ineffective during the quarter as a result of the
covenant violation.

On February 5, 2009, Harris Interactive obtained a 30-day waiver
from its lenders.

"We are in active and cooperative discussions with our lenders and
expect to have an amended credit facility in place by the end of
the waiver period. Our cash position remained strong at December
31 and when offset against our outstanding debt, we were still in
a positive net cash position," stated Harris Interactive Deborah
Rieger-Paganis, Interim Chief Financial Officer.

On Friday, Rochester, New York-based Harris Interactive announced
its financial results for the second quarter of fiscal 2009.

Kimberly Till, President and CEO of Harris Interactive, commented,
"We said in October that we needed to act quickly in two areas: to
rigorously review our cost structure to align it with our revenues
and to recruit top talent to augment our already strong internal
teams. The cost reductions we made this quarter were a critical
first step to restoring profitability in the business and enabled
us to reorganize our business structure to support the strategic
initiatives we plan to undertake. We anticipate these actions will
result in nearly $10 million in annualized savings. On the
recruiting front, we are making significant progress and expect to
have several key hires in place by the end of our fiscal year. We
are doing what we committed to do and have also maintained a solid
cash position. Now we will focus on implementing our strategy to
grow revenues and market share by capitalizing on our strong brand
and leveraging the deep expertise and insights that our client
teams provide to our world class clients."

Harris Interactive's results for the second quarter included:

   -- Revenue of $50.7 million, compared with $62.7 million for
      The same prior year period,

   -- Operating loss of $45.9 million, compared with operating
      income of $3.4 million for the same prior year period.
      Operating loss for the quarter included $46.1 million in
      charges, specifically:

      -- $3.9 million for severance related to U.S. headcount
         reductions and separation payments to former executives,

      -- $0.9 million related to leased space reductions,

      -- $1.1 million for performance improvement consultant fees,
         and

      -- $40.3 million for goodwill impairment.

   -- Net loss of $65.6 million compared with net income of
      $2.0 million for the same prior year period,

   -- Adjusted EBITDA of $2.7 million, compared with $7.1 million
      reported a year ago, and

   -- Cash and marketable securities of $26.1 million at
      December 31, down from $33.3 million reported a year ago.

Excluding the charges, Harris Interactive said operating income
for the quarter would have been $200,000 and adjusted EBITDA would
have been $3.1 million.

Harris Interactive said continued declines in its stock price and
the adverse impact of global macroeconomic conditions on its
operating results caused the company to assess its goodwill for
impairment in accordance with FASB Statement 142.  Based on the
company's assessment, Harris Interactive recorded a non-cash
impairment charge of $40.3 million during the quarter.

Harris Interactive also re-assessed the realizability of its
deferred tax assets at December 31 in accordance with FASB
Statement 109.  Based on the assessment, Harris Interactive
recorded a non-cash deferred tax valuation allowance of $18.9
million during the quarter. Harris Interactive will continue to
assess its ability to utilize these deferred tax assets in future
periods.

"Given the continued uncertainty about the global macroeconomic
environment for the remainder of fiscal 2009, we will defer
issuing full-year guidance. We will continue to proactively
monitor our cost structure to ensure that it remains aligned with
our revenue," commented Ms. Rieger-Paganis.

                        About Harris Interactive

Harris Interactive Inc. -- http://www.harrisinteractive.com/--
provides custom market research.  Harris Interactive serves
clients globally through our North American, European and Asian
offices and a network of independent market research firms.


HEADWATERS INC: S&P Downgrades Corporate Credit Rating to 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit and issue-level ratings on Headwaters Inc.  The
corporate credit rating was lowered to 'B' from 'B+'.  The
recovery rating on the company's senior secured debt remains at
'1' and the recovery rating on the subordinated debt remains at
'5'.  The outlook is negative.

"The downgrade reflects S&P's concern that the continuing downturn
in residential markets and the sharp recent fall in demand and
pricing for both steam and metallurgical coal could reduce
earnings to a level that may cause the company to be at risk of
breaching its total leverage covenant," said Standard & Poor's
credit analyst Pamela Rice.  Headwaters reported weaker-than-
expected results for the quarter ended Dec. 31, 2008, and lowered
its earnings per share guidance for fiscal 2009.  "As a result,
S&P believes that it could be difficult for the company to remain
in compliance with its financial covenants, particularly its total
leverage covenant, which steps down to 3.75x for the quarter
ending Sept. 30, 2009," added Ms. Rice.  In addition, the
company's revolving credit facility matures in Sept. 2009.
Although the company is cutting costs and conserving cash, and S&P
believes it will pursue measures to remain in compliance with its
covenants and address its near-term maturity, the operating
environment and credit markets remain difficult, and therefore it
is possible that liquidity could become constrained.

The ratings on South Jordan, Utah-based Headwaters reflect
cyclical demand for its building material products, prospects for
weak coal demand in the next few quarters, the challenge of
replacing the earnings generated by its former synthetic fuels
business, and tight financial covenants.

The negative outlook reflects prospects for continued weak
earnings in the near term, tight financial covenants, and near-
term refinancing risk.  S&P could lower the ratings if Headwaters
is unable to address any potential covenant violations or replace
its revolving credit facility.  S&P could also lower the ratings
if conditions in any of Headwaters' markets worsen and leverage
exceeds 6x, or if liquidity falls to less than $30 million.
Although not likely unless the company no longer faces potential
covenant violations or refinancing risk, S&P could revise the
outlook to stable if Headwaters' earnings are better than expected
because of cost savings, a pick-up in coal demand and pricing, or
improved efficiencies for its coal cleaning production.


HEALTHCARE PARTNERS: Moody's Upgrades Corp. Family Rating to Ba3
----------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
Healthcare Partners LLC to Ba3 from B1 and probability of default
rating to Ba3 from B2.  In conjunction with this action, the
ratings on the senior secured revolver and term loan B were raised
to Ba2 from Ba3.  The rating outlook is stable.

The ratings upgrade reflects HCP's solid market position, improved
diversification, both in terms of geography and payor
concentration, and its improved financial profile.  The company's
consistent operating performance and stable growth trends have
resulted in improved earnings, a good liquidity profile and
reduced leverage.  In addition, the rating upgrade incorporates
some expectation for growth within existing core competencies and
geographies.

The Ba3 rating reflects the stability of HCP's senior management
team and the company's conservative financial policies.  HCP's
leadership team has increased its membership, both organically and
through a disciplined acquisition strategy, proactively managed
medical and other overhead costs in an inflationary environment
and increased free cash flow generation since its acquisition of
JSA Holdings Inc in 2006.  HCP's successful integration of JSA and
its resulting entrance into the Central Florida and Las Vegas
markets increases the likelihood, in Moody's view, that HCP may
use debt-financed acquisitions to expand its staff model physician
group in the near term.  A significant deviation from its
existing, conservative fiscal posture is not anticipated at the
current rating level nor the stable ratings outlook.

These ratings were upgraded:

  -- Corporate family rating to Ba3 from B1;

  -- Probability of default rating to Ba3 from B2;

  -- Senior secured revolving credit facility to Ba2 (LGD3-32%)
     from Ba3 (LGD2-23%); and

  -- Senior secured term loan B to Ba2 (LGD3-32%) from Ba3 (LGD2-
     23%).

The previous rating action on HCP was the October 5, 2006
assignment of a Ba3 rating to its senior secured revolver and term
loan.

HCP's ratings were assigned by evaluating factors Moody's believe
are relevant to the credit profile of the issuer, such as i)
scale, diversity and competitive position, ii) membership trends
and payor concentration iii) financial strength, including cost
versus pricing trends and iv) growth strategies, including growth
strategies and acquisition risk.  These attributes were compared
against other issuers both within and outside of HCP's core
industry and HCP's ratings are believed to be comparable to those
of other issuers of similar credit risk.

HCP, headquartered in Torrance, California, is a multi-specialty
staff model physician group employing over 500 physicians in
California, Florida and Nevada.  The company's revenues are
derived primarily by contracting with HMO's under a capitated
(prepaid), delegate model.


HERCULES OFFSHORE: S&P Affirms 'BB-' Rating; Outlook Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it took several
rating actions on companies in the oilfield services and drilling
industry.  The rating actions reflect S&P's expectation that
financial performance and credit quality will deteriorate
significantly, particularly for those companies exposed to land
and shallow water drilling activity.  In addition, some issuers
may bump up against covenants under their revolving credit
facilities, which could restrict liquidity.  The expected
deterioration in the sector stems from the meaningful cuts
announced in North American exploration and production capital
spending in 2009 and possibly 2010.

Although S&P took several rating actions, S&P's sector review is
not completed and, over the coming days, S&P expects more negative
rating actions.

                          Ratings Lowered

  Allis-Chalmers Energy Inc. To B/Negative/-- From B+/Negative/--

The rating action reflects S&P's concern that the company's
financial performance could deteriorate significantly over the
next several quarters due to considerable cutbacks in spending by
E&P companies.  Although Allis-Chalmers will generate a
significant portion of its 2009 EBITDA from South America,
primarily from its DLS subsidiary, lower utilization rates in its
North American focused segments -- oilfield services and the
rental segment -- could quickly erode profitability.  Furthermore,
lower profitability measures weigh on the company's covenants,
particularly its maximum net debt to EBITDA covenant of 4x.  As of
Sept. 30, 2008, it was slightly over 3x.  S&P could take further
negative rating actions if the covenant is breached or if
liquidity materially decreases from current levels.

                         Outlooks Revised

   Hercules Offshore Inc. To BB-/Negative/-- From BB-/Stable/--

The outlook revision reflects Hercules' weaker financial
performance and credit metrics due to the decline in the North
American oil and gas industry, especially the soft U.S. Gulf of
Mexico market.  Weak commodity prices and cutbacks in the E&P
companies' capital expenditure budgets have caused the dayrates
for jackups in the U.S. Gulf of Mexico to drop dramatically, thus
causing Hercules to cold-stack an additional eight jackups and six
inland barges.  With the company's current backlog at
approximately $800 million, S&P expects Hercules to focus on
liquidity and debt payment for 2009.  Should operating performance
continue to worsen, so that debt to EBITDA exceeds 3.5x, a
downgrade may be warranted.

      Parker Drilling Co. To B+/Stable/-- From B+/Positive/--

The outlook revision reflects S&P's expectation for weakness in
the North American oil and gas industry, and hence worsening
operating margins for Parker.  Despite the 81% contract cover on
Parker's international rigs through 2009, lower exploration and
production spending by the industry could adversely affect
Parker's rental tools business and the barge drilling business,
which has already weakened considerably.  Given the company's
required capital expenditures for 2009, S&P expects Parker to be
free cash flow negative for 2009 but have sufficient cash balances
to fund the deficit and provide a sufficient cushion.  S&P could
revise the outlook to negative if liquidity weakens considerably
or if declining operational performance leads to debt to EBITDA of
more than 3.5x.

     Stewart & Stevenson LLC To B/Stable/-- From B/Positive/--

The rating action reflects S&P's expectations that the current low
commodity price environment will have a significant impact on the
company's financial performance in 2009.  The company relies on
the volatile and cyclical exploration and production industry,
which accounts for approximately 70% of its revenues.  Stewart &
Stevenson will see its credit metrics weaken considerably.
Although the adjusted debt to EBITDA and EBITDA to interest
coverage ratios were respectable at 2.6x and 4.6x, respectively,
at the end of the third quarter, S&P expects these metrics to
weaken going into 2009 as E&P operators reduce capital spending.
Also, the company's backlog has decreased significantly since its
peak in 2007.  Nevertheless, Stewart & Stevenson derives
approximately 30% of its revenues from the more stable aftermarket
parts and service business, and the company has relatively low
maintenance capital expenditure requirements of approximately $4
million.  Management has enacted various cost-cutting measures in
an attempt to preserve margins in 2009.

        Global Geophysical Services Inc. To B-/Negative/--
                      From B-/Developing/--

The outlook revision reflects the deterioration in credit metrics
and financial performance due to significant reductions in E&P
spending for 2009.  As exploration and production companies focus
more on production than on exploration, S&P expects the land
seismic business to be negatively affected.  Also, the company's
debt to EBITDA covenant tightens throughout 2009 to 1.6x at year
end from 2.0x currently.  Worsening operating performance or
possible covenant breaches could lead to a downgrade.

                           Ratings List

                            Downgraded
                     Allis-Chalmers Energy Inc.

                                To                From
                                --                ----
Corporate credit rating        B/Negative/--     B+/Negative/--

                          Outlook Action
                       Hercules Offshore Inc.

                                 To                From
                                 --                ----
Corporate credit rating        BB-/Negative/--   BB-/Stable/--

                        Parker Drilling Co.

                                 To                From
                                 --                ----
Corporate credit rating        B+/Stable/--      B+/Positive/--

                     Stewart & Stevenson LLC

                                 To                From
                                 --                ----
Corporate credit rating        B/Stable/--       B/Positive/--

                  Global Geophysical Services Inc.

                                To                From
                                --                ----
Corporate credit rating        B-/Negative/--    B-/Developing/--


         N.B. -- This does not include all ratings affected.


HOME INTERIORS: Wants to Sell Computer Equipment to Home & Garden
-----------------------------------------------------------------
Dennis Faulkner, the Chapter 11 Trustee in Home Interiors & Gifts,
Inc.'s bankruptcy case, asks the U.S. Bankruptcy Court for the
Northern District of Texas to approve (i) the exercise of the
company's equipment purchase option on its computer equipment
lease agreement with Dell Financial Services, L.P.; and (ii) the
immediate sale of the computer equipment to Home & Garden Party
free and clear of all liens, claims, encumbrances, and interests.

Dell Financial Services assigned its interest in the lease to
Citicorp Vendor Finance, Inc. on July 13, 2007, and Citicorp
Vendor Finance in turn assigned its interest to CIT Technology
Financing (the "Lessor") on July 19, 2007.

As reported in the Troubled Company Reporter on Jan. 8, 2009, the
Court approved at a sale hearing on Dec. 23, 2008, 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.  Home & Garden Party had sought to buy the computer
equipment subject to the lease, but because the Trustee was unable
to give sufficient notice of the proposed transaction to the
Lessor, the sale was not completed.

The Lessor has agreed to allow the Trustee to exercise the
purchase option for the total consideration of $50,000.  The
Trustee, in turn will immediately sell the computer equipment to
Home and Garden Party for the sum of $100,000.  The Trustee is
currently holding $75,000 of the purchase in escrow and Home &
Garden Party will contribute an additional $25,000 to complete the
sale.

At closing the Trustee will distribute the proceeds of the sale,
as follows:

  -- $50,000 of the escrowed funds will be distributed to CIT in
     full satisfaction of its claim;

  -- $50,000 will be transferred to the Pre-Petition Asgent, for
     the Prepetion Lenders.

                      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.


IDEAEDGE INC: Meets With Investors to Discuss Milestones
--------------------------------------------------------
On January 29, 2009, IdeaEdge, Inc., held a meeting which included
certain of the Company's investors in order to review the
Company's corporate strategy and progress to date.  In connection
with the meeting, certain information was shared with the meeting
attendees that was not previously disclosed publicly regarding the
Company's strategy and estimated timelines for marketing its
BillMyParentsTM payment platform, including these milestones:

   1. Sign up users using social networking partners and gaming
      sites;

   2. Build credibility and momentum with consumers using viral
      shopping applications in partnership with leading online
      merchants;

   3. Launch a company developed debit card; and

   4. Add major retailers and seek to become a standard for youth
      payments.

The Company shared with the attendees that it expects that the
various milestones to be carried out over the remainder of
calendar year 2009.  Among more specific actions which the Company
plans to take discussed with those in attendance at the meeting
were:

   * Launching major third party applications (e.g. online gaming
     sites) employing the BillMyParentsTM payment platform;

   * Developing a BillMyParentsTM viral social network based
     shopping application; and

   * Signing and launching a major online retailer to incorporate
     the BillMyParentsTM payment platform.

Company management also discussed its SocialwiseTM Group Gifting
Platform and noted:

   * Management's intention to re-launch and re-brand its current
     Company controlled group gifting application.  Formerly
     titled Gimme, the new application will be titled Group Gift
     Card, will have substantial changes to its user interface
     and will incorporate new features to improve the user
     experience.

   * The third party application developer RockYou! continues to
     work with the Company to incorporate its SocialwiseTM Group
     Gifting Platform within RockYou!'s Birthday CardsTM
     application, however deployment was delayed from the
     previously anticipated December 2008 launch.  While
     remaining uncertain as to the ultimate date of the launch,
     management estimates that it will occur prior to the end of
     the Company's third fiscal quarter on June 30, 2009.

                        About IdeaEdge Inc.

Headquartered in San Diego, IdeaEdge Inc. (OTC BB: IDED) develops
gift card programs.  The company distributes its gift cards
primarily through major retail channels and online.  The company's
flagship gift card program is based on American Idol(TM), a
leading entertainment and consumer merchandise brand in the U.S.
The company will offer a wide range of consumer merchandise with
American Idol(TM) and future brand partners.

                       Going Concern Doubt

On Oct. 31, 2008, BDO Seidman, LLP in La Jolla, California, raised
substantial doubt about the company's ability to continue as a
going concern after auditing the company's financial statements
for the periods ended Sept. 30, 2008 and 2007.  The auditors
pointed to the company's net losses since inception and an
accumulated deficit at Sept. 30, 2008.  The auditor also noted
that the company's ability to achieve its plans with regard to
those matters, which may be necessary to permit the realization of
assets and satisfaction of liabilities in the ordinary course of
business, is uncertain.

As reported in the Troubled Company Reporter on Dec. 3, 2008,
IdeaEdge Inc. reported financial results for the year ended
Sept. 30, 2008.  For the year ended Sept. 30, 2008, the company's
net loss totaled $4,998,995.

As of Sept. 30, 2008, the company's balance sheet showed total
assets of $1,698,620, total liabilities of $418,942 and total
stockholders' equity of $1,279,678.


IMPLANT SCIENCES: Receives NYSE Listing Determination Letter
------------------------------------------------------------
Implant Sciences Corporation received on February 2, 2009, a
notice from the NYSE Alternext US, LLC indicating that the
Exchange intends to initiate proceedings to delist the Company's
common stock.  The Company has appealed this determination and
requested an oral hearing before the Exchange's listing
qualifications panel.

Pursuant to Exchange rules, the delisting proceeding will be
stayed pending the outcome of Implant Sciences' appeal subject to
the Exchange's ongoing review of the company's status.

Specifically, the Staff previously determined that the Company was
not in compliance with Sections 1003(a)(i), (ii), (iii) and (iv)
of the Exchange's Company Guide. In addition, the Exchange
notified the Company that, pursuant to Section 1003(f)(v) of the
Company Guide, the Exchange staff believes that a reverse stock
split is appropriate in view of the fact that the Company's common
stock has been selling for a substantial period of time at a low
price per share, and that the low selling price of the Company's
common stock over that period constituted an additional deficiency
with respect to the Exchange's continued listing requirements.
There is no assurance that the Company's appeal will be
successful. In the event that the Company's common stock is
delisted by the Exchange, the Company believes that the stock will
be eligible to trade or be quoted on alternative markets.

                      About Implant Sciences

Wakefield, Massachusetts-based Implant Sciences Corporation (NYSE
Alternext US: IMX) -- http://www.implantsciences.com/-- develops,
manufactures and sells sophisticated sensors and systems for the
Security, Safety and Defense industries. The Company has developed
proprietary technologies used in its commercial portable and
bench-top explosive trace detection systems which ship to a
growing number of locations domestically and internationally.


INDEVUS PHARMA: Posts $7.6 Million Net Loss for 1Q Fiscal 2009
--------------------------------------------------------------
Indevus Pharmaceuticals, Inc., disclosed February 4, 2009, its
consolidated results of operations for the first quarter of fiscal
2009, ended December 31, 2008.

The Company reported revenues of $26.4 million and a consolidated
net loss of $7.6 million or $0.10 per share for the quarter ended
December 31, 2008.  This compares to revenues of $16.4 million and
a consolidated net loss of $14.7 million or $0.19 per share for
the quarter ended December 31, 2007.

At December 31, 2008, the Company had consolidated cash and cash
equivalents totaling approximately $125.6 million.

                        Financial Results

Total consolidated revenues for the quarter ended December 31,
2008 were $26.4 million, an increase of 61% from the
$16.4 million reported for the quarter ended December 31, 2007.
The primary components of revenue for the quarter ended
December 31, 2008, were $13.0 million from the recognition of
revenue associated with the SANCTURA(R) brand, $6.8 million from
sales of VANTAS(R), and $5.9 million from sales of SUPPRELIN(R)
LA.

Cost of product revenue for the quarter ended December 31, 2008,
was $6.5 million, an increase of 12% from the $5.9 million
reported for the quarter ended December 31, 2007.  Cost of product
revenue in the current quarter relates primarily to costs
associated with the SANCTURA brand, including royalties on sales
of SANCTURA and SANCTURA XR(TM) that are reimbursed by Allergan,
and costs associated with VANTAS and SUPPRELIN LA.

Research and development expenses for the quarter ended
December 31, 2008, were $5.2 million, a decrease of 19% from the
$6.4 million reported for the quarter ended December 31, 2007.

Marketing, general and administrative expenses for the quarter
ended December 31, 2008, were $15.9 million, a decrease of 10%
from the $17.8 million reported for the quarter ended
December 31, 2007.

Interest expense of $6.3 million for the quarter ended
December 31, 2008 related to the Company's Convertible Notes and
Non-recourse Notes.

As of December 31, 2008, the company's balance sheet showed total
assets of $256,296,000, total current liabilities of $150,460,000,
non-recourse notes of $105,000,000, deferred revenue of
$134,913,000, and other liabilities of $1,819,000, resulting in
total stockholders' deficit of $135,896,000.

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?3945

                   Amendment to Merger Agreement

On January 5, 2009, Indevus, Endo Pharmaceuticals Holdings Inc., a
Delaware Corporation and BTB Purchaser Inc., a direct wholly-owned
subsidiary of Endo -- Merger Sub -- entered into an Agreement and
Plan of Merger, pursuant to which Endo will acquire the Company.
On February 4, 2009, for the sole purpose of reducing the
termination fee that may be due under certain limited
circumstances under the Merger Agreement from $20,000,000 to
$18,000,000, Endo, Merger Sub and the Company entered into an
Amendment to the Agreement and Plan of Merger.

A full-text copy of the Amendment to the Merger Agreement is
available for free at: http://researcharchives.com/t/s?3943

                    Memorandum of Understanding

In January 2009, five lawsuits were filed in connection with the
tender offer initiated by Endo and Merger Sub in accordance with
the Merger Agreement.  Two of these suits were filed in
Massachusetts and three were filed in Delaware.  The lawsuits
filed in Delaware were each filed in the Court of Chancery of the
State of Delaware and include Case No. 4276-CC filed on
January 9, 2009 by Arthur Gober, CGM IRA Beneficiary Custodian,
Beneficiary of Jerome Gober, Case No. 4299-CC filed on
January 20, 2009 by H. Steven Mishket and Case No. 4327 filed on
January 30, 2009 by Stefen Hell.  The lawsuits filed in
Massachusetts were each filed in the Superior Court of the State
of Massachusetts, County of Suffolk, and include Case No. 09-0126-
BLS filed on January 12, 2009 by Malena S. Schroeder and Case No.
09-0166-BLS filed on January 13, 2009 by Martin Wexler.  The
plaintiffs in these lawsuits are purported holders of shares of
Indevus common stock, and are purportedly acting on behalf of a
putative class of holders of the Company's Shares.  These suits
name as defendants, the Company, the members of the Company's
Board of Directors, and in certain instances the Merger Sub and
Endo.  These suits allege, among other things, that the Company
and its directors breached their fiduciary duties to the Company's
stockholders by agreeing to the Offer and related merger at an
unfair and inadequate price, failing to provide the Company's
stockholders with material information to make an informed
decision as to whether to tender their Company Shares in the Offer
and agreeing to an excessively high termination fee.  These suits
seek, among other relief:

   (i) class action status,

  (ii) an order preliminarily and permanently enjoining the
       defendants from proceeding with the Offer,

(iii) if the transaction is consummated prior to entry of a
       final judgment, a judgment rescinding the Offer and Merger
       or awarding rescissory damages,

  (iv) an order directing the defendants to account for all
       damages caused by them and all profits and special
       benefits obtained as a result of their breaches of
       fiduciary duties, and

   (v) an award to plaintiffs of the costs of the action,
       including reasonable attorneys' and experts' fees and
       expenses.

While the Company believes that each of the lawsuits is entirely
without merit and that they have valid defenses to all claims, in
an effort to minimize the cost and expense of any litigation
relating to those lawsuits, on February 4, 2009, the Company and
other defendants entered into a memorandum of understanding with
the parties to all of the purported class action lawsuits other
than the Hell Action, pursuant to which the Company and these
parties agreed to settle such stockholder lawsuits other than the
Hell Action.  Subject to court approval and further definitive
documentation, the MOU resolves the allegations by the plaintiffs
against the Company and other defendants in connection with the
Offer and the Merger and provides a release and settlement by the
purported class of the Company's stockholders of all claims
against the Company and other defendants and their affiliates and
agents in connection with the Offer and the Merger.  In exchange
for the release and settlement, pursuant to the terms of the MOU,
the parties agreed, after arm's length discussions between and
among the parties, that the Company would provide additional
supplemental disclosures to its Schedule 14D-9, and that the
Company Termination Fee, as defined in the Merger Agreement, will
be reduced by 10% -- from $20,000,000 to $18,000,000.  The Company
and other defendants have also agreed not to oppose any fee
application by plaintiffs' counsel that does not exceed $700,000
in the aggregate.  The settlement, including the payment by the
Company or Endo of any such fees, is also contingent upon, among
other things, consummation of the Merger.  In the event that the
MOU is not approved and such conditions are not satisfied, the
Company will continue to vigorously defend these actions.

A full-text copy of the company's Memorandum of Understanding is
available for free at: http://researcharchives.com/t/s?3944

                 About Indevus Pharmaceuticals

Based in Lexington, Massachusetts, Indevus Pharmaceuticals Inc.
(Nasdaq: IDEV) -- http://www.indevus.com/-- is a specialty
pharmaceutical company engaged in the acquisition, development and
commercialization of products to treat conditions in urology and
endocrinology.

For the years ended September 30, 2008, 2007, and 2006, the
company posted net losses of $65.5 million, $103.8 million and
$50.5 million.


INNOVATIER INC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Innovatier, Inc.
        2769 New Tampa Hiway
        Lakeland, FL 33815
        Tel: (863) 688-4548
        Fax: (863) 687-7424

Bankruptcy Case No.: 09-01981

Chapter 11 Petition Date: February 3, 2009

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

Company Description: Innovatier offers superior and cost-
                     effective packaging solutions at low
                     temperature and low pressure for active RFID
                     and powered cards. In addition to
                     manufacturing, it assists customers with
                     product development for a multitude of
                     applications such as financial transaction
                     cards, display technology, novelty/gift
                     cards and security credentials using various
                     sensor technologies.

                     See: http://www.innovatier.com/index.php

Debtor's Counsel: Alberto F. Gomez, Jr., Esq.
                  Morse & Gomez, PA
                  119 S. Dakota Avenue
                  Tampa, FL 33606
                  Tel: (813) 301-1000
                  Email: algomez@morsegomez.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/fmb09-01981.pdf

The petition was signed by Robert Singleton, president of the
company.


JAMES NELSON: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: James Anthony Nelson
        aka Jim Nelson
        Jayme Beth Nelson
        P.O. Box 16028
        Albuquerque, NM 87191

Bankruptcy Case No.: 09-10363

Chapter 11 Petition Date: February 2, 2009

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: Mark B. McFeeley

Debtor's Counsel: Arin Elizabeth Berkson, Esq.
                  Moore, Berkson & Gandarilla, P.C.
                  P.O. Box 216
                  Albuquerque, NM 87103-0216
                  Tel: (505) 242-1218
                  Fax: (505) 242-2836
                  Email: mbglaw@swcp.com

                  and

                  George M. Moore, Esq.
                  Moore, Berkson & Gandarilla, P.C.
                  P.O. Box 216
                  Albuquerque, NM 87103-0216
                  Tel: (505) 242-1218
                  Fax: (505) 242-2836
                  Email: mbglaw@swcp.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/nmb09-10363.pdf

The petition was signed by James Anthony Nelson and Jayme Beth
Nelson.


JESUS CRUZ: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Jesus Antonio Soto Cruz
        dba JZ Rental
        aka Cano Soto
        Zoraida Vazquez Rodriguez
        dba Imagen 2000
        aka Zory Vazquez
        Calle Barbosa 124
        Las Piedras, PR 00771

Bankruptcy Case No.: 09-00673

Chapter 11 Petition Date: February 2, 2009

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

Judge: Gerardo Carlo Altieri

Debtor's Counsel: Victor Gratacos Diaz, Esq.
                  P O Box 7571
                  Caguas, PR 00726
                  Tel: (787) 746-4772
                  Email: vgratacd@coqui.net

Total Assets: $3,631,702

Total Debts: $1,887,502

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

            http://bankrupt.com/misc/prb09-00673.pdf

The petition was signed by Jesus Antonio Soto Cruz and Zoraida
Vazquez Rodriguez.


JOHN WELLS JR: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: John Richard Wells, Jr.
        aka Richard Wells, Jr.
        aka J. Richard Wells
        dba J. Richard Wells, Jr., MD, PC
        aka J Richard Wells, MD
        aka Rick Wells
        6155 Tuckerman Lane
        Rockville, MD 20852

Bankruptcy Case No.: 09-11811

Chapter 11 Petition Date: February 4, 2009

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

Judge: Wendelin I. Lipp

Debtor's Counsel: James Greenan, Esq.
                  6411 Ivy Lane, Suite 200
                  Greenbelt, MD 20770
                  Tel: (301) 441-2420
                  Email: jgreenan@mhlawyers.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/mdb09-11811.pdf

The petition was signed by John Richard Wells, Jr.


KING REAL ESTATE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: King Real Estate Holdings LLC
        1740 Olympia Dr.
        Las Vegas, NV 89123

Bankruptcy Case No.: 09-11314

Chapter 11 Petition Date: January 30, 2009

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Brian C. Whitaker, Esq.
                  Woods Erickson Whitaker & Maurice
                  1349 Galleria Dr., Suite 200
                  Henderson, NV 89014
                  Tel: (702) 433-9696
                  Fax: (702) 434-0615
                  Email: bwhitaker@woodserickson.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/nvb09-11314.pdf

The petition was signed by David R. King, Member of the company.


KNOWLEDGE LEARNING: S&P Gives Neg. Outlook; Affirms 'B+' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Portland, Oregon-based Knowledge Learning Corp., a
wholly owned subsidiary of Knowledge Schools Inc., to negative
from stable.  At the same time, S&P affirmed its ratings on the
company, including the 'B+' corporate credit rating.

"The outlook revision reflects our concern that the recession
could affect the company's operating performance in the full year
2009," said Standard & Poor's credit analyst Hal F. Diamond,
"resulting in an increase in debt leverage and reduced
discretionary cash flow."


LEE ENTERPRISES: Receives Feb. 13 Extension of Covenant Waiver
--------------------------------------------------------------
Lee Enterprises, Incorporated has received an extension of a
waiver of covenant conditions related to the $306 million Pulitzer
Notes debt of its subsidiary St. Louis Post-Dispatch LLC.  The
waiver has been extended until Feb. 13, 2009, while financing
discussions continue. The Pulitzer Notes mature in April 2009.

As reported by the Troubled Company Reporter on January 19, 2009,
the waiver had been scheduled to expire January 16, but was
extended until January 30.  The TCR said February 2 that the
waiver was extended until Feb. 6.

Without such a waiver extension by the holders of the Pulitzer
Notes, Lee would be in technical default of several provisions
under its applicable debt agreements.  An event of default would
allow the Pulitzer Noteholders, with notice, to exercise certain
remedies granted by the various debt agreements, including
acceleration of the maturity of Lee's debt. The waiver contains a
provision that will allow it to be withdrawn with 48 hours notice.

Based in Davenport, Iowa, Lee Enterprises -- http://www.lee.net/-
- is a premier provider of local news, information and advertising
in primarily midsize markets, with 49 daily newspapers and a joint
interest in four others, online sites and more than 300 weekly
newspapers and specialty publications in 23 states.  Lee's markets
include St. Louis, Mo.; Lincoln, Neb.; Madison, Wis.; Davenport,
Iowa; Billings, Mont.; Bloomington, Ill.; and Tucson, Ariz. Lee
stock is traded on the New York Stock Exchange under the symbol
LEE.


LINENS 'N THINGS: Gordon Brothers & Hilco Acquire IP Assets
-----------------------------------------------------------
A joint venture led by Hilco Consumer Capital, L.P. and Gordon
Brothers Brands, LLC acquired the intellectual property assets of
Linens 'N Things, a widely recognized and popular home textiles
and housewares brand.  The acquisition includes the established
Linens 'N Things brand name, its bridal and gift registry
businesses, all Internet domains, a number of proprietary brands,
including, Luxe Versailles, Attitude, Super Set, Cook at Home and
Hotel Living that contributed significantly to the company's $2.8
billion sales in 2007 from its 25,000 SKU offering.

Similar to other investments of GBB and HCC, such as The Sharper
Image and Bombay Brands, Linens 'N Things will relaunch under new
stewardship in early 2009 as a global licensed brand. The strategy
will include a combination of retail shop-in-shop, direct-to-
retail (DTR) licensing, wholesale licensing by category and
geography, as well as e-commerce. This will enable Linens 'N
Things to branch outside the confines of a single retail chain and
onto the shelves of leading retailers throughout the world,
including Canada where the company ran a highly profitable chain
of 40 stores doing over $300 million in annual sales. The
e-commerce platform will feature both the well known international
brands as well as the Linens 'N Things private label assortment.

"Linens 'N Things built an enormous customer following throughout
its 34 year history that very few home textiles and housewares
brands have achieved," said James Salter, CEO of Hilco Consumer
Capital. "We're extremely pleased to partner with Gordon Brothers
to reinvigorate a brand that did more than just sell home products
and accessories -- it inspired loyal customers to create unique
personal living spaces."

"We are enthusiastic about the broad demographic appeal of Linens
'N Things and its highly trafficked website, www.lnt.com," said
Stephen Miller, Principal, Gordon Brothers Group. "We believe the
licensing program will bring global growth to this premiere home
market brand."

"We're also excited to forge new partnerships with retailers to
bring Linens 'N Things goods back onto shelves in the very near
future," added Brad Snyder, Principal, Gordon Brothers Group.
"Customers who have known the brand for decades will be able to
find products they trust in retail channels they shop today."

The first Linens 'N Things store opened in 1975 in West Orange,
New Jersey offering high-end linens at discount prices. Since
then, an expanding customer base helped Linens 'N Things grow to
become the second largest specialty retailer of home furnishings
and decorative accessories with 589 stores across North America.
Linens 'N Things filed for bankruptcy in May of 2008.

                   About Gordon Brothers Brands

Gordon Brothers Brands is a member of the Gordon Brothers Group
family of companies. GBB purchases, sells, and licenses brands and
other intellectual property. Current portfolio brands and
companies include Rugged Shark(R), The Sharper Image(R) and Bombay
Brands, LLC among others.  Founded in 1903, Gordon Brothers Group
- http://www.GordonBrothers.com-- is a global advisory,
restructuring and investment firm specializing in retail and
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 annual transactions
and appraisals in over 15 offices worldwide.

                   About Hilco Consumer Capital

Hilco Consumer Capital - http://www.hilcocc.com/-- is a private
equity firm that makes strategic investments in consumer lifestyle
brands worldwide. HCC investments range from $25 million to
$250 million.  Current portfolio brands and companies include
Caribbean Joe(R), Ellen Tracy, Halston(R), Tommy Armour Golf(R),
RAM Golf(R), Sharper Image, and Bombay Brands, LLC.  HCC is a unit
of The Hilco Organization, a Chicago-based, international provider
of diversified financial and operational services, including
business asset valuations, asset acquisition and disposition
services, M&A services and retail consulting, with offices in
Toronto, New York, Chicago and London.

                   About Linens 'n Things, Inc.

Headquartered in Clifton, New Jersey, Linens 'n Things, Inc. --
http://www.lnt.com/-- is the second largest specialty retailer of
home textiles, housewares and home accessories in North America.
As of Sept. 30, 2008, Linens 'n Things operated 411 stores in 47
states and seven provinces across the United States and Canada.
The company is a destination retailer, offering one of the
broadest and deepest selections of high quality brand-name as well
as private label home furnishings merchandise in the industry.
Linens 'n Things has some 585 superstores (33,000 sq. ft. and
larger), emphasizing low-priced, brand-name merchandise, in more
than 45 states and about seven Canadian provinces.  Brands include
Braun, Krups, Calphalon, Laura Ashley, Croscill, Waverly, and the
company's own label.  Linens 'n Things was acquired by private
equity firm Apollo Management in 2006.

On May 2, 2008, these Linens entities filed chapter 11 petition
(Bankr. D. Del.): Linens Holding Co. (08-10832), Linens 'n Things,
Inc. (08-10833), Linens 'n Things Center, Inc. (08-10834),
Bloomington, MN., L.T., Inc. (08-10835), Vendor Finance, LLC (08-
10836), LNT, Inc. (08-10837), LNT Services, Inc. (08-10838), LNT
Leasing II, LLC (08-10839), LNT West, Inc. (08-10840), LNT
Virginia LLC (08-10841), LNT Merchandising company LLC (08-10842),
LNT Leasing III, LLC (08-10843), and Citadel LNT, LLC (08-10844).
Judge Christopher S. Sontchi presides over the case.

Mark D. Collins, Esq., John H. Knight, Esq., and Jason M. Madron,
Esq., at Richards, Layton & Finger, P.A., are Linens 'n Things'
bankruptcy counsel.  The Debtors' special corporate counsel are
Holland N. O'Neil, Esq., Ronald M. Gaswirth, Esq., Stephen A.
McCaretin, Esq., Randall G. Ray, Esq., and Michael S. Haynes,
Esq., at Morgan, Lewis & Bockius, LLP.  The Debtors' restructuring
management services provider is Conway Del Genio Gries & Co., LLC.
The Debtors' CRO and Interim CEO is Michael F. Gries, co-founder
of Conways Del Genio Gries & Co., LLC. The Debtors' claims agent
is Kurtzman Carson Consultants, LLC. The Debtors' consultants are
Asset Disposition Advisors, LLC, and Protivit, Inc. The Debtors'
investment bankers are Financo, Inc., and Genuity Capital Markets.
(Bankruptcy News About Linens 'n Things; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).


M. TANGREDI'S: Files Chapter 11 Bankruptcy Protection
-----------------------------------------------------
Wendy Lee at The Tennessean reports that M. Tangredi's Restaurants
Inc. has filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the Middle District of Tennessee.

Court documents say that M. Tangredi's lists $63,600 in assets and
$77,000 in assets.  The Tennessean relates that M. Tangredi's owns
Michael T's on Division Street and Tangredi's Italian Kitchen on
Elliston Place.

According to court documents, M. Tangredi's owes the Tennessee
Department of Revenue about $35,000, and Grace Development Co.
about $21,000.

The Tennessean states that American Express sued Michael G.
Tangredi, the owner of M. Tangredi's, in December 2008 in the U.S.
District Court in Nashville for allegedly not paying about $1.15
million in fraudulent credit card charges.  American Express
claimed that Mr. Tangredi and his 18-year-old son Michael used
fraudulent American Express accounts with 15 separate payments
that were charged to M. Tangredi Restaurants Inc. and another
entity called Minc Concepts, The Tennessean relates.  Court
documents say that Michael denied the allegation.

M. Tangredi's Restaurants Inc. is a restaurant company based in
Nashville, Tennessee.


MACARTHURCOOK INDUSTRIAL: Moody's Downgrades Corp. Rating to 'B1'
-----------------------------------------------------------------
Moody's Investors Service has downgraded Macarthurcook Industrial
REIT's corporate family rating to B1 from Ba2.  The rating
continues to be on review for possible downgrade.

"The ratings downgrade reflects MI-REIT's heightened liquidity
pressure as the refinancing of its S$201 million loan maturing in
April 2009 remains unresolved," says Kathleen Lee, a Moody's
VP/Senior Analyst.

The trust had announced on 26 November, 2008, that it expects to
finalise negotiations on refinancing its debt maturities by the
end of January 2009, though Moody's notes that the trust is still
negotiating with its incumbent lenders.

"However, the terms and conditions -- as well as the timeframe to
complete the negotiation -- are still uncertain for the time
being," adds Lee.

The downgrade also reflects the fact that in addition to the debt
maturities due in April, MI-REIT has unfunded financing needs of
$91 million to complete a put & call option over 4A International
Business Park by 4Q09.  This presents an additional funding
challenge facing the trust under the prevailing weak credit
environment.

The downgrade further reflects Moody's concerns that MI-REIT's
strategic direction and asset profile is increasingly uncertain
due to its lack of access to capital, limited operating scale, and
modest franchise.

Moody's review for possible further downgrade will focus on 1)
progress in -- and terms of -- its refinancing efforts for its
debt maturing on 17 April 2009; and 2) funding of 4A International
Business Park under a sale & lease back call & put option by 4Q09.
The ratings could be downgraded further if material progress on
securing committed financing for its April 2009 debt maturities is
not made over the course of the next 2 months.

The last rating action on MI-REIT was taken on 26 November, 2008,
when its rating was downgraded to Ba2 while the review for
possible downgrade was continued.

Headquartered in Singapore, MI-REIT is a real estate unit trust
that was formed primarily to own and invest in a diversified
portfolio of industrial properties.  The company reported total
assets of S$556.3 million and gross revenue of $12.4 million for
the second quarter ended 30 September, 2008.


MANTIFF CHEYENNE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor:  Mantiff Cheyenne Hospitality, LLC
         dba Ramada Hitching Post Inn
         fka Best Western Hitching Post Inn
         387 Passaic Avenue
         Farifield, NJ 07004
         Tel: (307) 638-3301
         Fax: (307) 778-7194

Bankruptcy Case No.: 09-12621

Chapter 11 Petition Date: February 3, 2009

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Company Description: The Ramada Hitching Post Inn is a three-star
                     hotel situated in downtown Cheyenne.

Debtor's Counsel: Joseph J. DiPasquale, Esq.
                  Trenk DiPasquale Webster Della Fera & Sodono PC
                  347 Mt. Pleasant Avenue, Suite 300
                  West Orange, NJ 07052
                  Tel: (973) 243-8600
                  Fax: (973) 243-8677
                  Email: jdipasquale@trenklawfirm.com

Total Assets: $4,828,347

Total Debts: $8,484,103

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

          http://bankrupt.com/misc/njb09-12621.pdf

The petition was signed by Falgun Dharia, managing member of the
company.


MARIA FONDAL: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Maria Fondal
        P.O. Box 683
        Locust Grove, GA 30248

Bankruptcy Case No.: 09-50329

Chapter 11 Petition Date: February 2, 2009

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

Judge: James D. Walker Jr.

Debtor's Counsel: Wesley J. Boyer, Esq.
                  Katz, Flatau, Popson and Boyer, LLP
                  355 Cotton Avenue
                  Macon, GA 31201
                  Tel: (478) 742-6481
                  Email: wjboyer_2000@yahoo.com

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

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

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

            http://bankrupt.com/misc/gamb09-50329.pdf

The petition was signed by Maria Fondal.


MARC DREIER: District Court Reduces Bail to $10 Million
-------------------------------------------------------
Bloomberg News reports that that Marc Dreier had his bail reduced
to $10 million.  If he can post a bond, he must remain under house
arrest, watched by armed guards, Bloomberg's Bill Rochelle, said.

U.S. Magistrate Judge Douglas Eaton of the U.S. District Court
for the Southern District of New York previously required a
$20 million bail for Mr. Dreier.  Mr. Dreier's lawyer appealed the
bond, citing that Mr. Dreier couldn't afford to pay $20 million.

Bloomberg earlier reported that prosecutors have asked the judge
to deny bail to Mr. Dreier.  The report relates that assistant
U.S. Attorney Jonathan Streeter claimed that Mr. Dreier had
promised to give his son Hamptons properties worth $12.5 million
after the latter agreed to pend the summer with him.  Mr.
Streeter, according to the report, said statements made by Mr.
Dreier to the receiver of his law firm, Dreier LLP, aren't
"credible" and that Dreier still may have assets hidden overseas.
Mr. Dreier had said that his assets have been frozen by the U.S.
government and that he isn't a risk to flee the country.

Mr. Dreier, founder of Dreier LLP, which has sought Chapter 11
protection, has been accused of stealing $400 million from the
firm's clients.

In December, the U.S. Securities and Exchange Commission claimed
Mr. Dreier stole $38 million from an escrow account set up to hold
money for the unsecured creditors of 360networks (USA) Inc., which
the firm represented in bankruptcy court.  Mr. Dreier has been
arrested for the charges.

                         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.


MARK KUZEL: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Mark A. Kuzel
        Penny M. Kuzel
        21229 84th Ave. W.
        Edmonds, WA 98026

Bankruptcy Case No.: 09-10808

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
NW Foot and Ankle, LLC                                    -

Chapter 11 Petition Date: January 30, 2009

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

Judge: Thomas T. Glover

Debtor's Counsel: Larry B. Feinstein, Esq.
                  Vortman & Feinstein
                  500 Union St. Ste. 500
                  Seattle, WA 98101
                  Tel: (206) 223-9595
                  Email: lbf@chutzpa.com

Total Assets: $1,384,201

Total Debts: $2,879,272

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

            http://bankrupt.com/misc/wawb09-10808.pdf

The petition was signed by Mark A. Kuzel and Penny M. Kuzel.


MC2 WINES: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: MC2 Wines
        dba Conti Estate/Charles B. Mitchell Vinyards
        8221 Stoney Creek Rd
        Somerset, CA 95684

Bankruptcy Case No.: 09-21788

Chapter 11 Petition Date: February 3, 2009

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Michael S. McManus

Debtor's Counsel: David Foyil, Esq.
                  18 Bryson Dr
                  Sutter Creek, CA 95685
                  Tel: (209) 223-5363

Estimated Assets: $0 to $50,000

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 Michelle Conti, President of the
company.


MCCLATHY COMPANY: Moody's Comments on 'B2' Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Services said The McClatchy Company's fourth
quarter earnings and covenant levels are in line with the
expectations factored into the current B2 Corporate Family rating
and negative rating outlook.

The last rating action on McClatchy was on September 29, 2008 when
Moody's confirmed the company's Ba2 credit facility rating in
conjunction with the closing of the September 26, 2008 amendment
to the facility, concluding the review for downgrade of the credit
facility initiated on September 17, 2008.

McClatchy, headquartered in Sacramento, California, is the third-
largest newspaper company in the U.S., with 31 daily newspapers
and approximately 50 non-dailies.  McClatchy also owns McClatchy
Interactive and holds equity investments in CareerBuilder,
Classified Ventures, and other newspaper and online properties.
Annual revenue approximates $1.9 billion.


MERCEDES HOMES: Hires Michael P. Kahn as Financial Advisors
-----------------------------------------------------------
Mercedes Homes, Inc. and its debtor-subsidiaries tell the U.S.
Bankruptcy Court for the Southern District of Florida they need
the services of a financial advisor.  In this regard, the Debtors
seek to hire Michael P. Kahn & Associates, L.L.C.

Michael P. Kahn & Associates specializes in housing industry
mergers, acquisitions and capital formation.  Since 1988, the firm
has arranged more than $5 billion and more than 87 transactions in
equity and debt financing for its clients.  In December 2004,
Builder magazine listed Mike Kahn 24th among the top 50 power
brokers in housing.  Builders turn to the firm for identification
and screening of M&A candidates, divestitures of divisions, and
public or private debt offerings.

Prior to filing for bankruptcy, the Debtors engaged Michael P.
Kahn & Associates to assist them in raising additional capital
through an equity infusion or other sources.

In October 2008, the parties executed an engagement agreement,
which was later amended on January 14, 2009.  Under the agreement,
Michael P. Kahn & Associates will seek to secure a capital partner
or a banking source on the Debtors' behalf from among certain
identified funding sources, and use its best efforts to procure a
qualified capital partner for the Debtors.

Michael P. Kahn & Associates, however, will not engage in
soliciting or attempting to secure a potential fund on the
Debtors' behalf from other identified potential funding sources.

Michael P. Kahn attests that his firm does not hold or represent
an interest adverse to the Debtors' estates and is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code and modified by Section 1107(b).

Prior to the petition date, the Debtors paid the firm $96,300 in
the aggregate, including a $75,000 retainer.  The firm will be
reimbursed for necessary expenses.

The Debtors will pay the firm a success fee on these terms and
circumstances:

   1. If the firm introduces the Debtors to a Potential Fund from
      which the Debtors secure equity capital, the firm will
      receive a success fee of 1.25% of the equity capital
      secured;

   2. If the firm introduces the Debtors to a Potential Fund from
      which the Debtors secure mezzanine debt, the firm will
      receive a success fee of 1.00% of the mezzanine debt; and

   3. If the firm introduces the Debtors to a Potential Fund from
      which the Debtors secure traditional commercial debt,
      including any DIP financing, the firm will receive a
      success fee of 0.5% of the principal amount of the debt.

The $96,300 existing payment will be credited against any success
fee payable under these circumstances and amounts:

   1. If the Debtors emerge from bankruptcy within 90 days of the
      petition date, 100% of the Existing Payment will be
      credited against any success fee payable;

   2. If the Debtors emerge from bankruptcy within 91 and 180
      days of the petition date, 75% of the Existing Payment will
      be credited against any success fee payable;

   3. If the Debtors emerge from bankruptcy within 181 and 270
      days of the petition date, 50% of the Existing Payment will
      be credited against any success fee payable;

   4. If the Debtors emerge from bankruptcy within 271 and 360
      days of the petition date, 25% of the Existing Payment will
      be credited against any success fee payable; and

   5. None of the Existing Payment will be credited against any
      success fee payable if the Debtors emerge from bankruptcy
      more than 361 days following the petition date.

Headquartered in Melbourne, Florida, Mercedes Homes Inc. --
http://www.mercedeshomes.com-- operates a homebuilding company
that was established in 1983 by Howard Buescher, a 23-year veteran
of the homebuilding business and his daughter Susan Girard.  The
company employs approximately 400 people who sell, and construct,
homes of distinctive quality in over 80 communities in Florida,
Texas and North and South Carolina.

The company and 10 of its affiliates filed for Chapter 11
protection on Jan. 26, 2009 (Bankr. S.D. Fla. Lead Case No. 09-
11191).  Tina M. Talarchyk, Esq., at Squire, Sanders & Dempsey,
LLP, represents the Debtors in their restructuring efforts.  The
Debtors proposed Richard M. Williamson and Alvarez & Marsal North
American LLC as their chief restructuring officer, Odyssey Capital
Group LLC as valuation expert, Michael P. Kahn & Associates LLC as
financial advisor and Kurtzman Carson Consultants LLC as claims
and noticing agent.  When the Debtors filed for protection from
their creditors, they listed assets and debts between $1 million
to $10 million each.

M. Bryant Gatrell, Esq., at Moore & Van Allen PLLC, represents the
agent for the Debtors' prepetition first lien facilities.  Jay M.
Sakalo, Esq., at Bilzin Sumberg Baena Price & Exelrod, LLP,
represents the agent for the Debtors' prepetition second lien
facility.


MERCEDES HOMES: Hires Odyssey Capital as Valuations Expert
----------------------------------------------------------
Mercedes Homes, Inc., and its debtor-subsidiaries have tapped
Odyssey Capital Group, LLC, as their valuation experts.  The
Debtors ask the U.S. Bankruptcy Court for the Southern District of
Florida to approve the engagement.

Under the terms of a March 2008 engagement agreement, which was
modified January 23, 2009, Odyssey is expected to, among others,
provide valuation services to the Debtors with regard to the total
enterprise value of the Debtors, as applicable, related assets of
non-debtor affiliates, including the valuation, pricing and
acquisition of any assets.  Odyssey will also assist the Debtors
in negotiations with various creditor groups, and provide expert
testimony, if necessary.

Odyssey's Lawrence X. Taylor attests that his firm does not hold
or represent any interest adverse to the Debtors' estates, and is
a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code and modified by Section 1107(b).

For its services, the firm will be paid a $65,000 monthly advisory
fee and a $50,000 retainer, which will be applied as credit to the
financial advisory fees and expense reimbursements accrued.

Headquartered in Melbourne, Florida, Mercedes Homes Inc. --
http://www.mercedeshomes.com-- operates a homebuilding company
that was established in 1983 by Howard Buescher, a 23-year veteran
of the homebuilding business and his daughter Susan Girard.  The
company employs approximately 400 people who sell, and construct,
homes of distinctive quality in over 80 communities in Florida,
Texas and North and South Carolina.

The company and 10 of its affiliates filed for Chapter 11
protection on Jan. 26, 2009 (Bankr. S.D. Fla. Lead Case No. 09-
11191).  Tina M. Talarchyk, Esq., at Squire, Sanders & Dempsey,
LLP, represents the Debtors in their restructuring efforts.  The
Debtors proposed Richard M. Williamson and Alvarez & Marsal North
American LLC as their chief restructuring officer, Odyssey Capital
Group LLC as valuation expert, Michael P. Kahn & Associates LLC as
financial advisor and Kurtzman Carson Consultants LLC as claims
and noticing agent.  When the Debtors filed for protection from
their creditors, they listed assets and debts between $1 million
to $10 million each.

M. Bryant Gatrell, Esq., at Moore & Van Allen PLLC, represents the
agent for the Debtors' prepetition first lien facilities.  Jay M.
Sakalo, Esq., at Bilzin Sumberg Baena Price & Exelrod, LLP,
represents the agent for the Debtors' prepetition second lien
facility.


MERCEDES HOMES: Hires Kurtzman Carson as Claims and Notice Agent
----------------------------------------------------------------
Mercedes Homes, Inc., and its debtor-subsidiaries seek permission
from the U.S. Bankruptcy Court for the Southern District of
Florida to employ Kurtzman Carson Consultants LLC as claims,
noticing and solicitation agent.

Kurtzman Carson will:

   1. serve as the Court's noticing agent to mail notices to
      certain of the estates' creditors and other parties-in-
      interest;

   2. provide computerized claims, objection and balloting
      database services;

   3. provide expertise, consultation and assistance in claim and
      ballot processing and with the dissemination of other
      administrative information related to the Debtors' cases;
      and

   4. provide plan voting and balloting services, and review and
      tabulate the cast of ballots to a bankruptcy plan.

The Debtors have identified roughly 3,000 to 4,000 creditors and
other stakeholders to whom notices must be sent.  According to the
Debtors, the clerk of the Bankruptcy Court is not equipped to
efficiently and effectively docket and maintain the extremely
large numbers of proofs of claim that are likely to be filed in
the cases.

The Debtors have paid the firm a $30,000 evergreen retainer.  The
firm's consulting service hourly rates per person are:

     Clerical                     $45 - $65 per hour
     Project Specialist           $80 - $140 per hour
     Technology/Programming
        consultant               $130 - $195 per hour
     Consultant                  $145 - $225 per hour
     Senior Consultant/Senior
        Management Consultant    $230 - $295 per hour
     Weekends, Holidays
        Overtime                 Waived

Headquartered in Melbourne, Florida, Mercedes Homes Inc. --
http://www.mercedeshomes.com-- operates a homebuilding company
that was established in 1983 by Howard Buescher, a 23-year veteran
of the homebuilding business and his daughter Susan Girard.  The
company employs approximately 400 people who sell, and construct,
homes of distinctive quality in over 80 communities in Florida,
Texas and North and South Carolina.

The company and 10 of its affiliates filed for Chapter 11
protection on Jan. 26, 2009 (Bankr. S.D. Fla. Lead Case No. 09-
11191).  Tina M. Talarchyk, Esq., at Squire, Sanders & Dempsey,
LLP, represents the Debtors in their restructuring efforts.  The
Debtors proposed Richard M. Williamson and Alvarez & Marsal North
American LLC as their chief restructuring officer, Odyssey Capital
Group LLC as valuation expert, Michael P. Kahn & Associates LLC as
financial advisor and Kurtzman Carson Consultants LLC as claims
and noticing agent.  When the Debtors filed for protection from
their creditors, they listed assets and debts between $1 million
to $10 million each.

M. Bryant Gatrell, Esq., at Moore & Van Allen PLLC, represents the
agent for the Debtors' prepetition first lien facilities.  Jay M.
Sakalo, Esq., at Bilzin Sumberg Baena Price & Exelrod, LLP,
represents the agent for the Debtors' prepetition second lien
facility.


MERCEDES HOMES: Taps Alvarez & Marsal's Williamson as CRO
---------------------------------------------------------
Mercedes Homes, Inc. and its debtor-subsidiaries ask the U.S.
Bankruptcy Court for the Southern District of Florida to approve,
on an interim basis, its engagement agreement, dated March 13,
2008, with Richard M. Williamson and Alvarez & Marsal North
America LLC.

The Debtors also ask the Court to enter a final order on or after
March 2, 2009, approving the engagement.

Pursuant to the agreement, Mr. Williamson, managing director at
A&M, will serve as the Debtors' chief restructuring officer.  A&M
will also provide additional professionals to support the CRO in
his responsibilities.

The Debtors engaged A&M prior to the petition date to help plan
and implement the Debtors' restructuring and to serve as their
restructuring consultants.

The Debtors will look to Mr. Williamson to, among others, perform
a financial review of the company, identify DIP and exit
financing, and cost reduction and operational improvement
opportunities, and make all day-to-day decisions with respect to
any transactions between the company and members of the Buescher
family -- Howard, Buescher, Keith Buescher, Susan Girard, Linda
swain and James Buescher -- and any entity owned or controlled by
the Buescher family, that do not require action by the company's
board of directors on the part of the company.  Mr. Williamson
will also assist in developing restructuring plans or strategic
alternatives for maximizing enterprise value of the company's
various business lines, and serve as principal contact with the
company's creditors with respect to financial and operational
matters.

A&M's compensation terms:

   -- Mr. Williamson will be paid $650 per hour.  A&M's Josh
      Skevington will be paid $525 an hour, and Nick Campbell
      $350.

   -- A&M will be reimbursed for reasonable out-of-pocket
      expenses of the CRO and, if applicable, the other A&M
      professionals incurred in connection with the engagement.

   -- A&M will receive an incentive -- a transaction fee equal to
      0.5% of the total amount of the Debtors' debt that is
      restructured, up to a maximum transaction fee of $975,000.

   -- A&M received a $400,000 prepetition retainer.

As of the petition date, the Debtors have also paid the firm
$1,819,065 in fees and $113,124 in expense reimbursements since
the firm's initial retention in March 2008.

The Debtors will also indemnify the firm.

Josh Skevington, senior director at A&M, attests that his firm
does not hold or represent any interest adverse to the Debtors'
estates, and is a "disinterested person" as that term is defined
in Sections 101(14) and 1107(b) of the Bankruptcy Code.

Headquartered in Melbourne, Florida, Mercedes Homes Inc. --
http://www.mercedeshomes.com-- operates a homebuilding company
that was established in 1983 by Howard Buescher, a 23-year veteran
of the homebuilding business and his daughter Susan Girard.  The
company employs approximately 400 people who sell, and construct,
homes of distinctive quality in over 80 communities in Florida,
Texas and North and South Carolina.

The company and 10 of its affiliates filed for Chapter 11
protection on Jan. 26, 2009 (Bankr. S.D. Fla. Lead Case No. 09-
11191).  Tina M. Talarchyk, Esq., at Squire, Sanders & Dempsey,
LLP, represents the Debtors in their restructuring efforts.  The
Debtors proposed Richard M. Williamson and Alvarez & Marsal North
American LLC as their chief restructuring officer, Odyssey Capital
Group LLC as valuation expert, Michael P. Kahn & Associates LLC as
financial advisor and Kurtzman Carson Consultants LLC as claims
and noticing agent.  When the Debtors filed for protection from
their creditors, they listed assets and debts between $1 million
to $10 million each.

M. Bryant Gatrell, Esq., at Moore & Van Allen PLLC, represents the
agent for the Debtors' prepetition first lien facilities.  Jay M.
Sakalo, Esq., at Bilzin Sumberg Baena Price & Exelrod, LLP,
represents the agent for the Debtors' prepetition second lien
facility.


MGA INSURANCE: A.M. Best Affirms 'B' FSR; Hikes Issuer Rating
-------------------------------------------------------------
A.M. Best Co. upgraded on January 21, 2009, the issuer credit
rating (ICR) to "bb+" from "bb" and affirmed the financial
strength rating of B (Fair) of MGA Insurance Company, Inc. (MGA).
Concurrently, A.M. Best has upgraded the ICR to "b" from "b-" of
MGA's publicly traded holding company, GAINSCO, INC. [NYSE
Alternext: GAN]. The outlook for all ratings is stable. Both
companies are domiciled in Dallas, TX.

The upgrading of MGA's ICR reflects its improved risk-adjusted
capital position, generally profitable operating performance
emanating from its personal nonstandard automobile (NSA) business
and its improved underwriting leverage measures. Historically,
elevated underwriting leverage is the result of MGA's strategic
business development in the NSA business, although premium growth
has been tempered in recent years.

These rating factors are somewhat offset by MGA's historically
unfavorable loss reserve development trends and variable operating
performance.


MINRAD INTERNATIONAL: Receives Delisting Notice From NYSE
---------------------------------------------------------
MINRAD International, Inc., received on February 2, 2009, a notice
from NYSE Alternext US LLC stating that the Exchange intends to
strike the common stock of the Company from the Exchange by filing
a delisting application with the Securities and Exchange
Commission pursuant to Section 1009(d) of the NYSE Alternext US
Company Guide.

By letter dated December 11, 2008, the Exchange had advised the
Company that the Company was not in compliance with certain
provision of the Exchange's Company Guide, namely Section
1003(a)(i), with stockholders' equity of less than $2,000,000 and
losses from continuing operations and net losses in two out of its
three most recent fiscal years; 1003(a)(ii), with stockholders'
equity of less than $4,000,000 and losses from continuing
operations and net losses in three out of its four most recent
fiscal years; 1003(a)(iii), with stockholders' equity of less than
$6,000,000 and losses from continuing operations and net losses in
its five most recent fiscal years; and 1003(a)(iv) in that it has
sustained losses which are so substantial in relation to its
overall operations or its existing financial resources, or its
financial condition has become so impaired that it appears
questionable, in the opinion of the Exchange, as to whether it
will be able to continue operations and/or meet its obligations as
they mature.

By letter dated December 26, 2008 the Company notified the staff
it had entered into a definitive merger agreement with Piramal
Healthcare, Inc., Piramal Healthcare Limited and Mayflower
Acquisition Corp. for the acquisition of the Company and requested
that the Exchange continue to list the Company's stock until
consummation of that merger, at which time the Company would
voluntarily delist.

The Exchange has advised the Company that this response did not
constitute a plan of how it intends to regain compliance with the
Exchanges listing standards and that therefore, there is no basis
for the Exchange to provide a listing extension. It advised the
Company it is therefore subject to immediate delisting
proceedings.

The Company intends to exercise its right to request an oral
hearing to review with the Exchange its determination. There can
be no assurance that the Company's request for continued listing
will be granted.

                    About MINRAD International

Orchard Park, New York-based MINRAD International, Inc., is an
interventional pain management company with three focus areas: (1)
anesthesia and analgesia, (2) real-time image guidance, and (3)
conscious sedation.  The Company's products are sold throughout
the world.  The anesthesia and analgesia business currently
manufactures and sells generic inhalation anesthetics that are
used for human and veterinary surgical procedures.  The Company
manufactures patented real-time image guidance technologies that
facilitate minimally invasive surgery.


MORGAN STANLEY: Moody's Cuts Ratings on $43 Mil. Notes to 'B3'
--------------------------------------------------------------
Moody's Investors Service announced that it has downgraded its
ratings of notes issued by Morgan Stanley Managed ACES 2006-18
referencing corporate obligations.

Moody's explained that the rating action taken is the result of
(i) the application of revised and updated key modeling parameter
assumptions that Moody's uses to rate and monitor ratings of
corporate synthetic CDOs and (ii) the deterioration in the credit
quality of the transaction's reference portfolio.  The revisions
affect key parameters in Moody's model for rating corporate
synthetic CDOs: default probability, asset correlation, and other
credit indicators such as ratings reviews and outlooks.

  -- Moody's Approach to Rating Corporate Collateralized
     Synthetic Obligations (December 2008)

The rating action is:

Class Description: U.S. $43,000,000 Floating Rate Notes due
September 20, 2013

  -- Prior Rating: A2
  -- Prior Rating Date: 8/26/2008
  -- Current Rating: B3


NAVISTAR INTERNATIONAL: Harbinger Dumps Almost a Million Shares
---------------------------------------------------------------
Harbinger Capital Partners Master Fund I, Ltd., disposed of
roughly 934,000 shares of Navistar International Corp in several
transactions on Jan. 21 and 22, 2009.  Master Fund I currently
holds 3.5 million shares.  The securities may be deemed to be
indirectly beneficially owned by affiliates Harbinger Capital
Partners Offshore Manager, L.L.C., the investment manager of the
Master Fund, HMC Investors, L.L.C., its managing member, Philip
Falcone, a member of HMC Investors and the portfolio manager of
the Master Fund, Raymond J. Harbert, a member of HMC Investors,
and Michael D. Luce, a member of HMC Investors.

Harbinger Capital Partners Special Situations Fund, L.P.,
meanwhile, disclosed owning indirectly $3.1 million shares.  The
securities may be deemed to be indirectly beneficially owned by
Harbinger Capital Partners Special Situations GP, LLC, HMC-New
York, Inc., Harbert Management Corporation, Philip Falcone,
Raymond J. Harbert and Michael Luce. HCPSS is the general partner
of the Special Situations Fund.  HMCNY is the managing member of
HCPSS.  HMC wholly owns HMCNY. Philip Falcone is the portfolio
manager of the Special Situations Fund and is a shareholder of
HMC. Raymond J. Harbert and Michael D. Luce are shareholders of
HMC.

As of November 30, 2008, the number of shares outstanding of the
Navistar's common stock was 71,228,856, net of treasury shares.

Based in Warrenville, Illinois, Navistar International Corporation
(NYSE: NAV) -- http://www.navistar.com/-- produces
International(R) brand commercial and military vehicles,
MaxxForce(TM) brand diesel engines, IC brand school and commercial
buses, and Workhorse(R) brand chassis for motor homes and step
vans, and is a private label designer and manufacturer of diesel
engines for the pickup truck, van and SUV markets.  Navistar is
also a provider of truck and diesel engine parts.  Another
affiliate offers financing services.

The Troubled Company Reporter reported on Jan. 7, 2009, that
Navistar had $10.3 billion in total assets and $11.7 billion in
total liabilities, resulting in $1.4 billion in stockholders'
deficit as of October 31.  The company also had $2.3 billion in
accumulated deficit as of October 31.

The TCR reported on June 2, 2008, that Fitch Ratings affirmed and
simultaneously removed from Rating Watch Negative the ratings for
Navistar International Corporation and Navistar Financial Corp. to
reflect progress in filing audited financial statements.  The
ratings are:

Navistar International Corp.
  -- Issuer Default Rating 'BB-';
  -- Senior unsecured bank facility 'BB-'.

Navistar Financial Corp.
  -- IDR 'BB-';
  -- Senior unsecured bank lines 'BB-'.

The TCR also reported on Feb. 25, 2008 that Standard & Poor's
Ratings Services removed its 'BB-' corporate credit ratings on
Navistar International Corp. and subsidiary Navistar Financial
Corp. from CreditWatch with negative implications, where they were
placed Jan. 17, 2006.


NEBRASKA BOOK: Moody's Confirms Corporate Family Rating at 'B3'
---------------------------------------------------------------
Moody's Investors Service confirmed the Corporate Family Rating
and Probability of Default ratings for Nebraska Book Company's
parent company -- NBC Acquisition Corp. -- at B3.  Ratings for
individual rated debt instruments were also confirmed as detailed
below.  The rating outlook is negative.  The rating actions
conclude the review for downgrade initiated on October 21, 2008.

The rating confirmation follows the execution of an amendment of
Nebraska Book Company's credit agreement, which improved its
liquidity by extending the expiration date of its revolving credit
facility to May 31, 2010 from March 4, 2009.  Access to the
revolver is vital for funding seasonal working capital needs,
primarily related to purchasing used textbooks at the end of fall
and spring college semesters.  As part of the agreement, the total
amount of the revolver was reduced from $85 million to
$65 million and financial covenants were amended to provide
additional headroom.  While the amendment will result in increased
interest expense, Moody's expect that the company will continue to
maintain financial metrics appropriate for the rating, and that
liquidity will remain adequate even at the revolver's reduced
level.  "Our negative outlook primarily reflects the refinancing
risks facing the company in mid 2010 when its revolving credit
facility will need to be renewed and the company will also need to
address a significant increase in term loan amortization," said
Scott Tuhy, Vice President & Senior Analyst.

These ratings were confirmed and LGD assessments amended:

NBC Acquisition Corporation

  -- Corporation Family Rating at B3

  -- Probability of Default Rating at B3

  -- $77 million Sr. Discount Debentures due 2013 at Caa2 (LGD 6,
     94%)

Nebraska Book Company

  -- $65 million Sr. Secured Revolving Credit Facility due 2009
     at Ba3 (LGD 2, 19%, from LGD 2, 20%)

  -- $195 million Sr. Secured Term Loan due 2011 at Ba3 (LGD 2,
     19% from LGD 2, 20%)

  -- $175 million Sr. Subordinated Notes due 2012 at Caa1 (LGD 4,
     69% From LGD 5, 78%)

Moody's last rating action on NBC Acquisition Corp. and Nebraska
Book Company was on October 21, 2008, when its Corporate Family
Rating was downgraded to B3 from B2 and all ratings were placed on
review for a further possible downgrade.

NBC Acquisition Corp., headquartered in Lincoln, Nebraska, is a
holding company whose sole asset is Nebraska Book Company, Inc.
Nebraska Book Company, Inc. is a leading wholesaler of used
textbooks and operates approximately 260 college bookstores across
the United States.  The company also offers other affiliated
services.  Revenues for the LTM period ended
September 30, 2008, were approximately $605 million.


NEIMAN MARCUS: S&P Puts 'B+' Rating on CreditWatch Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
six department store companies on CreditWatch with negative
implications.

In addition, S&P changed the outlook on three department store
companies to negative from stable.

"The CreditWatch listings and negative outlooks reflect our
deepening concern about the impact of the U.S. recession on the
increasingly troubled department store sector," said Standard &
Poor's credit analyst Diane Shand, "which felt the full brunt of
the declining U.S. economy and weakening consumer confidence in
2008."  The recession is likely to worsen through the first half
of 2009 given weakening employment, the still-poor housing market,
and continuing turmoil in financial markets.

Standard & Poor's expects department store operators to plan
inventories, expenses, and store growth conservatively in 2009 in
an effort to protect margins. Nevertheless, most companies'
margins are likely to erode as a result of weak consumer demand,
lack of sales leverage, and promotional activity. Ms. Shand added,
"We expect declining profitability to hurt the credit profiles of
the rated department stores enough in some cases to result in
downgrades."

However, rating changes are not necessarily a foregone conclusion
as a result of these CreditWatch placements and negative outlooks.
CreditWatch listings should be resolved within 90 days.  S&P will
take into account management's strategies, financial policies, and
liquidity (including their ability to remain in compliance with
financial covenants).

Generally speaking, companies that are more highly leveraged for a
particular rating category are likely to have more downside
potential.  Steps taken by companies to forgo discretionary
capital spending and to reduce costs in an effort to preserve
balance-sheet strength should be viewed favorably.

Bon-Ton Stores, Kohl's Corp., and Saks Inc. now have negative
outlooks, but are not on CreditWatch because S&P does not believe
S&P will lower the ratings in the near term.

                           Ratings List

                  Ratings Placed On CreditWatch

                          Dillard's Inc.

                                 To                 From
                                 --                 ----
   Corporate Credit Rating       B+/Watch Neg/--    B+/Stable/--

                            Macy's Inc.

                             To                 From
                             --                 ----
Corporate Credit Rating   BBB-/Watch Neg/A-3    BBB-/Negative/A-3

                   Neiman Marcus Group Inc. (The)

                             To                 From
                             --                 ----
    Corporate Credit Rating  B+/Watch Neg/--    B+/Negative/--

                          Nordstrom Inc.

                            To                 From
                            --                 ----
   Corporate Credit Rating  A-/Watch Neg/A-2   A-/Negative/A-2

                      Penney (J.C.) Co. Inc.

                             To                 From
                             --                 ----
Corporate Credit Rating      BBB-/Watch Neg/--  BBB-/Negative/--

                        Sears Holdings Corp.

                             To                 From
                             --                 ----
Corporate Credit Rating     BB-/Watch Neg/--   BB-/Negative/--

                 Ratings Affirmed; Outlook Action

                    Bon-Ton Stores Inc. (The)

                               To                 From
                               --                 ----
   Corporate Credit Rating     B-/Negative/--     B-/Stable/--

                           Kohl's Corp.

                             To                 From
                             --                 ----
Corporate Credit Rating     BBB+/Negative/--   BBB+/Stable/--

                             Saks Inc.

                               To                 From
                               --                 ----
    Corporate Credit Rating     B/Negative/--      B/Stable/--


NETWORK COMMUNICATIONS: Moody's Downgrades Corp. Rating to 'B3'
--------------------------------------------------------------
Moody's Investors Service lowered the Corporate Family Rating and
Probability of Default Rating of Network Communications, Inc., to
B3 from B1.

Concurrently, the ratings on the senior secured revolver, senior
secured term loan, and senior unsecured notes were downgraded two
notches.  Moody's changed the ratings outlook to stable from
negative and affirmed the SGL-3 Speculative Grade Liquidity
rating.

The downgrade reflects a significant deterioration in NCI's
financial leverage and interest coverage metrics resulting from a
much lower EBITDA base.  Continued weakness in the real estate
market, along with worsening consumer sentiment, has led to
further reductions in customers' advertising spend (exceeding
initial expectations) and the recent closure of some of NCI's
markets.  As a result, the company reported a year over year
decline in revenue and EBITDA of 20% and 38%, respectively, in its
fiscal third quarter ended December 7, 2008.  Revenue growth in
the 'Apartment Finder' brand of 10% only partially offset the
steep revenue decline in 'The Real Estate Book' and in the
remodeling & home improvement publications.  These operating
results were considerably below Moody's prior expectations and
Moody's do not anticipate a material improvement in EBITDA or key
credit metrics in the near term.

Both the SGL rating and the stable outlook reflect Moody's
expectation that NCI should continue to maintain an adequate
liquidity profile over the next twelve months.  Despite the sharp
drop in revenues, free cash flow has remained modestly positive
over the past year and partly reflects management's continued
cost-cutting initiatives.  At December 7, 2008, $31 million of the
$35 million revolver was available and covenant cushion was
adequate after consideration of a recent credit facility
amendment.  Should liquidity deteriorate materially, the ratings
or outlook would likely be lowered.

These ratings (assessments) were downgraded:

  -- $35 million first lien revolver due 2010, to Ba3 (LGD2, 13%)
     from Ba1 (LGD2, 13%)

  -- $71 million first lien term loan due 2012, to Ba3 (LGD2,
     13%) from Ba1 (LGD2, 13%)

  -- $175 million senior unsecured notes due 2013, to Caa1 (LGD4,
     62%) from B2 (LGD4, 63%)

  -- Corporate Family Rating, to B3 from B1

  -- Probability of Default Rating, to B3 from B1

Moody's affirmed this rating:

  -- Speculative Grade Liquidity Rating, SGL-3

The $40 million senior subordinated payment-in-kind notes are not
rated by Moody's.

NCI's ratings were assigned by evaluating factors Moody's believe
are relevant to the credit profile of the issuer, such as i) the
business risk and competitive position of the company versus
others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside NCI's core industry and NCI's ratings are believed to be
comparable to those of other issuers of similar credit risk.  The
previous rating action occurred on July 31, 2008 when Moody's
changed the outlook to negative and assigned a first-time SGL-3
rating.

Network Communications, Inc., headquartered in Lawrenceville,
Georgia, is a leading publisher of printed and online real estate
information in North America.  For the twelve months ended
December 7, 2008, the company generated revenues of just under
$200 million.


NEW CASTLE RE: A.M. Best Cuts Bermuda Unit's IC Rating to "bb-"
---------------------------------------------------------------
A.M. Best Co. downgraded on February 3, 2009, the financial
strength rating to B++ (Good) from A- (Excellent) and the issuer
credit rating (ICR) to "bbb" from "a-" of New Castle Reinsurance
Company Ltd. (New Castle Re) (Bermuda).  A.M. Best has also
downgraded the ICR to "bb-" from "bbb-"of New Castle Reinsurance
Holdings Ltd. (Bermuda).  All ratings have been removed from under
review with negative implications and assigned a negative outlook.
Concurrently, A.M. Best has withdrawn the ratings at the company's
request and assigned an NR-4 to the FSR and an "nr" to the ICRs.
These rating actions reflect management's decision to withdraw
from A.M. Best's interactive rating process.

The rating actions reflect New Castle Re's revised business
profile as a run-off entity and its supportive level of risk-
adjusted capitalization as measured by Best's Capital Adequacy
Ratio (BCAR).  On December 16, 2008, New Castle Re announced a
renewal rights transaction with a third party whereby the third
party acquired the right to renew virtually all of New Castle Re's
policies at January 1, 2009.  Additionally, New Castle Re's
infrastructure including almost all of its employees and its
systems will be transferred to the third party.  On January 28,
2009, in a letter to clients, New Castle Re formally announced its
decision to enter into run-off effective immediately, ceasing to
write any new and renewal business.

Although the company has indicated its intention to provide for an
orderly run off of all existing policyholder obligations, the
negative outlook reflects the continued concerns with the status
of their primary investors, Citadel Kensington Global Strategies
Fund Ltd. and Citadel Wellington LLC (together known as the Funds)
and the potential for dividends to be paid out inconsistently with
management's current run-off plan that assumes New Castle Re
retains the remaining risk for the full term of the underlying
contracts, which may be impacted by these rating actions.  Citadel
Limited partnership is the manager of the Funds.


NEWELL RUBBERMAID: Moody's Cuts Subordinated Debt Rating to Ba1
---------------------------------------------------------------
Moody's Investors Service downgraded the long term ratings of
Newell Rubbermaid, Inc., to Baa3 from Baa2 following significant
deterioration in both current operating performance and medium-
term outlook starting in the fourth quarter of 2008.
Concurrently, Newell's commercial paper rating was downgraded to
Prime-3 from Prime-2.  The outlook is negative.

"The downgrade reflects Newell's relatively high leverage and
competitive pressures in light of what is likely to be prolonged
pressures on consumer spending globally" said Moody's Costas
Chrysostomou, Senior Credit Officer.  Despite the recent dividend
cut and significant ongoing efforts to reduce costs and exit or
divest non-core businesses, the retail landscape is deteriorating
and could give rise to top-line pressures beyond current
expectations.  Many of Newell's retail products are both
discretionary in nature and subject to competition from private
label products or lower priced competitors.  Also, Newell's
commercial segments, which have performed relatively well to date,
are likely to be impacted as businesses reduce investment and
spending in general.  Moreover, despite easing in resin-based and
other raw materials, transportation costs, and wages, price
increases to offset volume declines will also become difficult to
extract in a deflationary environment.

Nonetheless, Moody's continues to view the deterioration in
Newell's credit metrics as primarily cyclical in nature, rather
than structural.  Newell continues to benefit from a broad,
diverse product line, and significant retailer diversity.  In
particular, Newell is well-represented at the largest retailers in
North America, with discounters such as Wal-Mart and Target, big-
box home improvement retailers such as Home Depot and Lowe's, and
the office supply superstores all stocking a broad array of its
products.  The ratings are further supported by the high
likelihood of positive free cash flow generation following the
company's recent decision to reduce dividend payments by 50%.

Ratings downgraded include:

  -- Senior unsecured notes to Baa3 from Baa2;
  -- Senior unsecured shelf to (P) Baa3 from (P) Baa2;
  -- Subordinated debt rating to Ba1 from Baa3;
  -- Commercial Paper to Prime-3 from Prime-2.

The outlook for the ratings is negative.

Stabilization of the outlook would require indications that
downward revenue trends are easing, particularly in Office
Products and Tools & Hardware which are experiencing very severe
cyclical pressures.

These rating actions conclude a review for possible downgrade
initiated on December 17, 2008, which was the date of the last
press release.

Newell Rubbermaid Inc., based in Atlanta, Georgia, is a leading
manufacturer of consumer products utilized in the home and office
segments, with brands including Rubbermaid, Calphalon, Sharpie and
Dymo, as well as baby and youth products sold under the Graco
brand.  Other key brands include Paper Mate, EXPO, Waterman,
Parker, Rolodex, IRWIN, LENOX, BernzOmatic, Levolor and Goody.
Newell has about 22,500 employees worldwide and reported
approximately $6.5 billion in revenues in fiscal 2008.


NEXIA HOLDINGS: Discloses Recent Material Agreements & Events
-------------------------------------------------------------
On February 4, 2009, Nexia Holdings, Inc., entered into a
Ancillary Services and Broadcast Production Agreement with Robert
Sullivan, for the Broadcast of three 25-minute radio interviews
and one 15-minute television interview on "The Big Biz Show" and
for other ancillary services.  In exchange for those services the
company has agreed to the issuance and delivery to Mr. Sullivan of
1,000,000,000 restricted shares of the Company's common stock.

On January 29, 2009, the company and management of Style Perfect
Inc. closed the retail location located in the Gateway Shopping
Center in Salt Lake City, Utah.  The closing took place to reduce
the expenses of operations at the store and allow all future
marketing to be conducted through the Web site --
http://www.blackchandelier.com/-- which continues to offer Black
Chandelier creations for sale to the public.

In a separate regulatory filing, on February 2, 2009, Nexia
Holdings, Inc., President Richard Surber disclosed to the
Securities and Exchange Commission that:

   -- On November 7, 2008, Landis Salons, Inc., a majority owned
      subsidiary of Green Endeavors, Ltd which is a majority
      owned subsidiary of Nexia Holdings, Inc., entered into a
      Merchant Receivable Sale and Security Agreement with GIA
      Capital, Inc., to exchange $101,470 in future credit card
      purchases for an immediate cash payment of $73,000.  Under
      the terms of the agreement, 10% of VISA and Master Card
      sales proceeds of Landis Salons will be paid over to GIA
      Capital until the full amount of $101,470 will have been
      paid.

   -- On December 9, 2008 the Company entered into a Real Estate
      Purchase Agreement with Casey J. Coleman for the purchase
      of a two residential properties located in Salt Lake City,
      Utah in exchange for the issuance and delivery to Mr.
      Coleman of 93,000 restricted shares of Series C Preferred
      Stock.  The property is currently 100% occupied.  The stock
      has a stated conversion value of $465,000 worth of the
      Company's common stock.

Mr. Surber further related the issuance of shares of Series C
Preferred Stock to various individuals:

   -- On February 6, 2008, the board of directors authorized the
      issuance of 10,000 shares of Series C Preferred stock to
      Ron Berner for contract agreement for future services.

   -- On April 15, 2008, the board of directors authorized the
      issuance of 10,500 shares of Series C Preferred stock to
      Jared Gold for services.

   -- On May 29, 2008, the board of directors authorized the
      issuance of 22,000 shares of Series C Preferred stock to
      Michael Clark for promotional services and payment of debt.

   -- On September 25, 2008, the board of directors authorized
      the issuance of 20,000 shares of Series C Preferred stock
      to Daniel Nappi for services.

   -- On November 19, 2008, the Company authorized the delivery
      to William Nicolich of 10,000 shares of the Corporation's
      series C Preferred Stock.  The issuance represents
      compensation for providing or obtaining web services for
      the benefit of the Company.

   -- On November 19, 2008, the Company authorized the delivery
      of 10,000 shares of the Corporation's series C Preferred
      Stock to each of the three directors, Gerald Einhorn,
      Richard Surber and Adrienne Bernstein as compensation for
      their services.

   -- On December 12, 2008 the board of directors authorized the
      issuance of 4,000 shares of Series C Preferred stock to
      Anatomy Screen Printing for consulting services.

   -- On December 31, 2008 the Company authorized the deliver to
      Casey J. Coleman of 93,000 restricted shares of the
      Company's series C Preferred Stock.  The issuance
      represents the consideration for the purchase of two
      residential parcels of real estate.

Moreover, Mr. Surber disclosed that litigation by the landlord's
of former retail stores for Gold Fusion Laboratories, Inc., have
resulted in the entry of two summary judgments in state court.
Judgments were granted to Fashion Place, LLC, in the amount of
$95,278 against Gold Fusion and the Company and to Terranet
Investments in the amount of $68,313 against Gold Fusion and Jared
Gold, individually.  Both judgments are for unpaid rent following
the closing of the store locations in malls located in Murray,
Utah and Provo, Utah.  Gold Fusion Laboratories, Inc. has ceased
all operations and is out of business.

According to Mr. Surber, the total number of issued and
outstanding shares of common stock of Nexia Holdings, Inc., as of
February 2, 2009, is 2,440,688,673.  Recent issuances have
included shares pursuant to the Company's S-8 Registration
Statement and the conversion of shares of Series C Preferred Stock
into common stock:

   -- On January 11, 2008, the board of directors authorized the
      issuance of 1,250,000 shares of common stock through the
      Company's S-8 plan to Fred Hunzeker for services rendered.

   -- On February 19, 2008, Richard Surber, President and CEO
      returned two stock certificates totaling 228,440 shares to
      Nexia to be cancelled.

   -- On February 22, 2008, the board of directors authorized the
      issuance of 4,500,000 shares of common stock through the
      Company's S-8 plan to Fred Hunzeker for services rendered.

   -- On June 19, 2008, the board of directors authorized the
      issuance of 10,000 shares of common stock to Mike Bates
      through the Company's S-8 plan for services provided to the
      Company.

   -- On June 19, 2008, the board of directors authorized the
      issuance of 10,000 shares of common stock to Cassandra Dean
      through the Company's S-8 plan for services provided to the
      Company.

   -- On June 19, 2008, the board of directors authorized the
      issuance of 10,000 shares of common stock to Scott
      Schimmelpfennig through the Company's S-8 plan for computer
      services provided to the Company.

   -- On August 28, 2008, the Company cancelled 10,000 shares of
      common stock that were issued in April of 2008 to Kristen
      Bankston in anticipation of her exercising related stock
      options; however, the options were never exercised.

   -- On September 9, 2008, the board of directors authorized the
      issuance of 100,000 shares of common stock to John
      Mortensen through the Company's S-8 plan for services
      provided to the Company.

   -- On September 9, 2008, the board of directors authorized the
      issuance of 100,000 shares of common stock to Michael
      Golightly through the Company's S-8 plan for services
      provided to the Company.

   -- On September 9, 2008, the board of directors authorized the
      issuance of 100,000 shares of common stock to Fredrick
      Hunzeker through the Company's S-8 plan for services
      provided to the Company.

   -- On September 25, 2008, the board of directors authorized
      the issuance of 250,000 shares of common stock to Shauna
      Postma through the Company's S-8 plan for services provided
      to the Company.

   -- On September 25, 2008, the board of directors authorized
      the issuance of 250,000 shares of common stock to Pamela
      Hyde through the Company's S-8 plan for services provided
      to the Company.

   -- On September 25, 2008, the board of directors authorized
      the issuance of 250,000 shares of common stock to Daniel
      Nappi through the Company's S-8 plan for services provided
      to the Company.

   -- On October 24, 2008, the board of directors authorized the
      issuance of 5,000,000 shares of common stock through its
      S-8 plan to Scott Schimmelpfennig for helping support the
      Company's information system.

   -- On October 24, 2008, the board of directors authorized the
      issuance of 5,000,000 shares of common stock through its
      S-8 plan to Chris Cottone for Edgar filing services.

   -- On October 24, 2008, the board of directors authorized the
      issuance of 10,000,000 shares of common stock to Shauna
      Postma through the Company's S-8 plan for services
      rendered.

   -- On December 22, 2008, the board of directors authorized the
      issuance of 11,500,000 shares of common stock through its
      S-8 plan to Conrad Nagel for accounting services.

During the year of 2008 through January 30, 2009, the Company
converted 212,311 Series C shares and 50,000 Series A shares of
preferred stock into 2,300,287,700 shares of common stock.

On January 8, 2009, the board of directors authorized the issuance
of 41,750,000 option shares of stock through the S-8 plan to
Richard D. Smith for accounting services.

The Company issued 727 additional shares of common stock during
the year of 2008 for adjustments created from reverse stock
splits.  The Company redeemed 904 shares of common stock by paying
one dollar to each shareholder holding only one share of common
stock after the reverse stock splits.

                        About Nexia Holdings

Headquartered in Salt Lake City, Utah, Nexia Holdings Inc. (OTC
BB: NEXA) -- http://www.nexiaholdings.com/-- is a diversified
holdings company with operations in real estate, health & beauty,
and fashion retail.  Nexia owns a majority interest in Landis
Lifestyle Salon, a hair salon built around the AVEDA(TM) product
lines.  Through its Style Perfect Inc. subsidiary, Nexia owns the
retail and design firm Black Chandelier and its related brands.

                        Going Concern Doubt

Hansen Barnett & Maxwell, P.C., in Salt Lake City, expressed
substantial doubt Nexia Holdings Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.

For nine months ended Sept. 30, 2008, the company posted net loss
of $4,699,893 compared with net loss of $3,288,803 for the same
period in the previous year.  For the three months ended
Sept. 30, 2008, the company posted net loss of $1,861,552 compared
with net loss of $1,272,214 for the same period in the previous
year.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $4,606,164 and total liabilities of $12,528,363, resulting in a
stockholders' deficit of $7,922,199.


NEXSTAR BROADCASTING: Brigade Capital Discloses 1.6% Equity Stake
-----------------------------------------------------------------
Donald E. Morgan, III, Managing Member at New York-based Brigade
Capital Management, LLC and Cayman Islands-based Brigade Leveraged
Capital Structures Fund Ltd., disclosed that Brigade may be deemed
to beneficially own 238,952 shares, or roughly 1.6%, of class A
common stock of Nexstar Broadcasting Group, Inc.

Headquartered in Irving, Texas, Nexstar Broadcasting Group Inc.
(NASDAQ:NXST) -- http://www.nexstar.tv/-- is a television
broadcasting company focused on the acquisition, development and
operation of television stations in medium-sized markets in the
United States.  As of Dec. 31, 2007, the company owned and
operated 32 stations, and provided sales or other services to an
additional 17 stations that are owned by Mission Broadcasting,
Inc. and other entities.  In 17 of the 29 markets that Nexstar
serves, it owns, operates, programs or provides sales and other
services to more than one station.  The stations that Nexstar
owns, operates, programs or provides sales and other services to
are in markets located in New York, Pennsylvania, Illinois,
Indiana, Missouri, Texas, Louisiana, Arkansas, Alabama, Montana
and Maryland.

                          *     *     *

As reported by the Troubled Company Reporter on December 3, 2008,
pursuant to the company's Form 10-Q, as of September 30, 2008,
Nexstar's balance sheet shows $665.2 million in total assets,
$809.5 million in total liabilities, resulting in $144.3 million
in stockholders' deficit.

The company has yet to file its financial report for the period
ended December 31, 2008.

As disclosed in the Troubled Company Reporter on July 4, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Nexstar Broadcasting Group Inc. to 'B-' from 'B' and
removed the ratings from CreditWatch, where they were placed with
negative implications on April 11, 2008.  At the same time, S&P
lowered the ratings on the company's senior secured credit
facilities to 'B+' from 'BB-', and the rating on its unsecured
debt to 'CCC' from 'CCC+'.  The outlook is stable.


NOBLE BUILDING: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Noble Building,LLC
        1021 Noble Street
        Anniston, AL 36201

Bankruptcy Case No.: 09-40226

Chapter 11 Petition Date: January 30, 2009

Court: United States Bankruptcy Court
       Northern District Of Alabama (Anniston)

Judge: James J. Robinson

Debtor's Counsel: Thomas J. Knight, Esq.
                  P.O. Drawer 1850
                  Anniston, AL 36202
                  Tel: (256) 237-9586
                  Email: hubbardknight@msn.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/alnb09-40226.pdf

The petition was signed by Michael Hoffman, Managing Member of the
company.


NOVA BIOSOURCE: Malone & Bailey Raises Going Concern Doubt
----------------------------------------------------------
On Jan. 28, 2009, Malone & Bailey, PC in Houston, Texas raised
substantial doubt about Nova Biosource Fuels, Inc.'s ability to
continue as a going concern after auditing the financial results
for periods ended Oct. 31, 2008, and 2007.  The auditor noted that
Nova has a working capital deficit, an accumulated deficit and
continues to use cash in operations.

At Oct. 31, 2008, the company's balance sheet showed total assets
of $120,208,000, total liabilities of $110,321,000 and a
stockholders' equity of $9,887,000.

For the year ended Oct. 31, 2008, the company reported net loss of
$42,298,000 compared with net loss of $19,416,000 for the same
period in 2007.

                  Liquidity and Capital Resources

As of Oct. 31, 2008, the company has a cash balance of $1,625,000
down from a balance of $26,165,000 at Oct. 31, 2007.  Summarized
and discussed in more detail in the subsequent sub-sections are
the main elements of the $24,540,000 net decrease in cash during
the year ended Oct. 31, 2008:

Financing activities: $37,361,000 of net cash provided by
financing activities, from fundings under the $41,000,000 senior
secured credit facility obtained in December 2007.

Investing activities: $27,243,000 of net cash used in investing
activities, to build the company's own refineries and fund
restricted cash accounts required by certain of its debt
agreements.  The majority of the construction expenditures relate
to the Seneca refinery.

Operating activities: $34,658,000 of net cash used in operating
activities, for operation of the Clinton County refinery and
start-up and operation of the Seneca refinery, and to cover
general and administrative expenses.

As of Oct. 31, 2008, the company had a restricted cash balance of
$12,312,000, up from a balance of $11,125,000 at Oct. 31, 2007. .

A full-text copy of the Form 10-K is available for free at
http://ResearchArchives.com/t/s?393d

                 About Nova Biosource Fuels, Inc.

Headquartered in Houston, Texas, Nova Biosource Fuels, Inc.
(AMEX:NBF) -- http://www.novabiosource.com/-- fka Nova Oil, Inc.,
is an energy company that refines and markets biodiesel.  The
company owns three fully continuous flow biodiesel refineries.
The company's first full scale refinery is under construction in
Seneca, Illinois, a second full scale refinery is operational in
Clinton County, Iowa, and its third biodiesel refinery in Butte,
Montana, which the company uses for research, development and
technology demonstration purposes.


NOVASTAR FINANCIAL: To Restate Financial Statements
---------------------------------------------------
On January 30, 2009, management of NovaStar Financial, Inc., in
consultation with the Company's independent auditors, Deloitte &
Touche LLP, concluded that the Company will restate its financial
statements for the three- and six-months periods ended June 30,
2008.  Accordingly, these financial statements should no longer be
relied upon.

Prior to June 30, 2008, the Company's 2007 securitized loan pool
-- NHES 2007-1 -- did not meet the qualifying special purpose
entity criteria necessary for derecognition of the securitized
assets and liabilities pursuant to Statement of Financial
Accounting Standards No. 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities -
- a replacement of FASB Statement No. 125" and related
authoritative accounting literature because of the excessive
benefit expected to be received from the derivative instruments
delivered to the trust to counteract interest rate risk.  As a
result, the assets and liabilities relating to the securitization
were included in the Company's consolidated financial statements.

During and prior to the quarter ended June 30, 2008, a series of
events occurred that led the Company to reassess the Qualifying
Special Purpose Entity criteria and conclude that it had
relinquished control over the securitized loans as of June 30,
2008.  Consequently, the Company determined that the assets and
liabilities should be deconsolidated pursuant to SFAS 140.  As of
June 30, 2008, the mortgage loans -- held-in-portfolio, asset-
backed bonds secured by mortgage loans and all other assets and
liabilities relating to this securitization were removed from the
balance sheet; interests retained by the Company in this
transaction were recorded in the "Mortgage securities -- trading"
line of the Company's balance sheet; and a gain was recorded
through the "Gains (losses) on sales of mortgage assets" line of
the condensed consolidated statement of operations.

A review was initiated by the Staff of the Securities and Exchange
Commission during September 2008.  On January 30, 2009, the Staff
concluded that the Company should not have reassessed the QSPE
criteria related to derivative instruments at June 30, 2008, and
thus the securitized assets and liabilities should not have been
derecognized.

Although the Company's management believed at the time that
derecognition of the NHES 2007-1 was an acceptable interpretation
of SFAS 140, management acknowledges that accounting rules for
asset transfers is complicated and requires interpretations to be
made for specific transactions and events.  Management has
therefore decided to restate its consolidated financial statements
for the three- and six-month periods ended June 30, 2008
consistent with the views of the Staff.

The Company is evaluating the impact of the restatement on its
financial statements for the three- and six-months periods ended
June 30, 2008.  This restatement has no effect on the Company's
liquidity, and available cash position, or future business
operations.

Due to the review process that was being undertaken by the Staff,
the Company did not file its quarterly financial statements for
the three- and nine-months periods ended September 30, 2008.  Upon
completion of the restatement of the June 30, 2008 quarterly
financial statements and filing its amended Quarterly Report on
Form 10-Q for the second quarter of fiscal year 2008, the Company
will conclude the preparation of its September 30, 2008 quarterly
financial statements and will file its Quarterly Report on Form
10-Q for the third quarter of fiscal year 2008.

The Company's Audit Committee has discussed the restatement with
the Company's independent auditors, Deloitte & Touche LLP.  The
Audit Committee has recommended to the Company's Board of
Directors that the Company restate its financial statements for
the three- and six-months periods ended June 30, 2008, and the
Board of Directors has authorized the restatement.

                  About NovaStar Financial Inc.

Headquartered in Kansas City, Missouri, NovaStar Financial Inc.
(NYSE: NFI) -- http://www.novastarmortgage.com/-- prior to
significant changes in its business during 2007 and the first
quarter of 2008, the company originated, purchased, securitized,
sold, invested in and serviced residential nonconforming mortgage
loans and mortgage backed securities.

                        Going Concern Doubt

Deloitte & Touche LLP, in Kansas City, Missouri, expressed
substantial doubt about Novastar Financial Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2007, and 2006.

The auditing firm pointed to the company's deficit in
shareholders' equity, the disruption in the credit markets and
related liquidity issues, the sale of its loan servicing
operations and the decision to cease all of its mortgage lending
operations.

Novastar Financial Inc.'s consolidated balance sheet at June 30,
2008, showed $1.5 billion in total assets, $1.1 billion in total
liabilities, and $384.4 million in total stockholders' deficit.


NOWLIN AGENCY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Nowlin Agency Inc.
        2 Ravinia Drive, Ste. 500
        Atlanta, GA 30346

Bankruptcy Case No.: 09-63211

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Angel Latricia Nowlin-Brunson                      08-81840

Chapter 11 Petition Date: February 4, 2009

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

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

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

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

The Debtor's largest unsecured creditor is Oak Street Funding, for
$275,000.

The petition was signed by Angel Latricia Nowlin-Brunson, CEO of
the company.


OCCULOGIX INC: To Replace E&Y Canada With E&Y US as Accountants
---------------------------------------------------------------
OccuLogix, Inc., doing business as TearLab Corporation, has agreed
to replace Ernst & Young LLP (Canada) as the company's independent
registered public accounting firm with Ernst & Young LLP (United
States) as its independent registered public accounting firm.

The change in independent public accounting firms is not the
result of any disagreement with EY Canada.

On January 29, 2009, the Audit Committee of the Board of Directors
of the Company approved the replacement of EY Canada as the
Company's independent registered public accounting firm with EY
United States.  EY Canada elected not to stand for re-election due
to the relocation of the Company's principal executive offices to
San Diego, California, where EY United States has an office,
whereas EY Canada has no office convenient to the Company's
business activities.

The reports of EY Canada on the consolidated financial statements
for Company's two most recent fiscal years ended December 31, 2007
and 2006, did not contain an adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty,
audit scope, or accounting principles, except that EY Canada's
reports for those years contained an explanatory paragraph
regarding uncertainties about the Company's ability to continue as
a going concern.

In connection with its audits for the years ended December 31,
2007 and 2006 and in the subsequent interim periods through
September 30, 2008 and through the date of appointment of EY
United States, there were (1) no disagreements with EY Canada on
any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of EY Canada
would have caused them to make reference thereto in connection
with its reports on the financial statements for those years and
(2) there were no reportable events as defined in Item
304(a)(1)(v) of Regulation S-K, except that as of December 31,
2007, the Company's internal control over financial reporting was
not effective due to the existence of a material weakness.  The
Company concluded that a material weakness in internal control
over financial reporting existed related to its control
environment because the Company did not have sufficient resources
to address complex financial accounting matters.

The Company has requested EY Canada to furnish it with a letter
addressed to the Securities and Exchange Commission stating
whether or not EY Canada agrees with the statements.

                         About OccuLogix

Headquartered in Mississauga, Ontario, Canada, OccuLogix Inc.
(Nasdaq: OCCX; TSX: OC) -- http://www.occulogix.com/-- is a
healthcare company focused on ophthalmic devices for the diagnosis
and treatment of age-related eye diseases.

                        Going Concern Doubt

Ernst & Young LLP, in Toronto, Canada, expressed substantial doubt
about OccuLogix 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 operating losses and working
capital deficiency.

OccuLogix, Inc.'s balance sheet at Sept. 30, 2008, showed total
assets of $13,444,798 and total liabilities of $16,591,545,
resulting in a stockholders' deficit of $3,146,747.

For three months ended Sept. 3, 2008, the company reported a net
loss of $2,282,952 compared with a net loss of $20,688,296 for the
same period in the previous year.  For nine months ended Sept. 30,
2008, the company posted a net loss of $7,097,008 compared with a
net loss of $28,264,384 for the same period in the previous year.


OILEXCO INC: Obtains Court Order for CCAA Creditor Protection
-------------------------------------------------------------
Oilexco Incorporated obtained a court order Thursday for
protection under the Companies' Creditors Arrangement Act
(Canada).  Ernst & Young Inc. was appointed monitor under the
order.

The order permits Oilexco (including its wholly-owned Alberta
subsidiary Oilexco Technical Services Inc.) to remain in
possession and control of its property, carry on its business,
retain employees and other service providers and restructure its
operations.  Proceedings by creditors and others cannot be
commenced without leave of the court and current proceedings are
stayed.  The order does not affect rights of The Royal Bank of
Scotland plc and other lenders to shares of Oilexco's wholly-owned
United Kingdom subsidiary Oilexco North Sea Limited.  Those shares
were pledged by Oilexco as security for Oilexco's obligations as
guarantor of amounts owed by ONSL under the US US$547.5 million
senior and super senior credit facility and GBP100 million pre-
development credit facility of ONSL with the lenders.

                     About Oilexco Inc.

Headquartered in Calgary, Canada, Oilexco Inc. (TSX: OIL; LSE:
OIL) -- http://www.oilexco.com/-- is an oil and gas exploration
and production company active in the United Kingdom.  Oilexco's
producing properties, exploration and development activities are
located in the UK Central North Sea, specifically in the Outer
Moray Firth and Central Graben areas.  Oilexco operates in the
United Kingdom through its wholly owned subsidiary, Oilexco North
Sea Ltd., a company registered under the laws of England and
Wales.  Oilexco shares are listed for trading on the London Stock
Exchange (LSE) and the Toronto Stock Exchange (TSX) under the
symbol "OIL".


ON-SITE3: Goes Chapter 11 to Sell Assets to Integreon
-----------------------------------------------------
ONSITE3(TM) filed for reorganization under Chapter 11 of the
Bankruptcy Code on February 4, 2009, and that it plans to be
acquired by legal process outsourcing firm Integreon.

According to Bloomberg's Bill Rochelle, the petition showed both
assets and debt of less than $50 million.  ON-SITE3 filed its
voluntary petition before the U.S. Bankruptcy Court for the
Eastern District of Virginia.  ON-SITE is represented by Loc
Pfeiffer, Esq., at Kutak Rock L.L.P.

The Company said Integreon -- http://www.integreon.com/-- has
completed the acquisition of ONSITE3's outstanding pre-bankruptcy
secured debt and has agreed to provide debtor-in-possession
financing to assure ONSITE3's continued operation throughout the
reorganization process.

"Integreon's planned acquisition of ONSITE3's electronic discovery
business will create an unrivaled end-to-end 'enterprise' set of
litigation and compliance services for law firms and corporations
under one roof. The expanded scope will include forensics and
collection, proprietary E3(TM) processing and eView(TM) hosted
review applications, and will be coupled with Integreon's onshore
and offshore document review," said Robert Ballou, chief executive
officer, ONSITE3. "Our plan is to focus on our growing e-discovery
business. We will close our declining paper discovery support
operations, but preserve the continuity of our e-discovery
operations around the U.S. We plan to immediately transition paper
projects to other vendors, allowing us to focus on the core
electronic offerings that our clients value most."

"The comprehensive range of ONSITE3's electronic discovery
services and proprietary technologies dovetail well with our
document review capability and significantly increases the scale
and U.S. footprint of our own EDD capabilities," said Liam Brown,
CEO of Integreon.  "This planned transaction will result in the
creation of a $40 million national electronic discovery division
of Integreon with industrial-scale processing centers in
Washington, DC and New York City, along with review centers in the
U.S., India and the Philippines."

                          About ONSITE3

ONSITE3 -- http://www.onsite3.com/-- is widely recognized in the
industry as a top provider of electronic discovery services and
has been in the litigation support and legal discovery business
since 1991.  Its innovative approach to evidence management
focuses on the need to manage both the risk and cost associated
with complex litigation and regulatory compliance.  The
combination of its proprietary and integrated technology-enabled
solutions enables law firms and corporations to achieve a greater
return on their investments in evidence management.


OP1-RENO LP: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: OP1-Reno, L.P.
        16325 Westheimer
        Houston, TX 77082

Bankruptcy Case No.: 09-30815

Type of Business: The company is a single asset real estate
debtor.

Chapter 11 Petition Date: February 2, 2009

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

Judge: Jeff Bohm

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: $0 to $50,000

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 John Hamilton, Manager of the company.


PACIFIC ART: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Pacific Art Publishing, LLC
        5005 Texas Street, Suite 306
        San Diego, CA 92108

Bankruptcy Case No.: 09-01313

Chapter 11 Petition Date: February 2, 2009

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Louise DeCarl Adler

Debtor's Counsel: Kent B. Casady, Esq.
                  12348 High Bluff Drive, Suite 100
                  San Diego, CA 92130
                  Tel: (858) 456-2730

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 the Debtor's counsel.


PACKAGING DIVISION: H.J. Heinz Selling Collateral on February 10
----------------------------------------------------------------
H.J. Heinz Company, L.P., as secured party, will be selling on
Feb. 10, 2009, at 10:00 a.m. CST all its right, title and interest
in the collateral of Packaging Division Industries, LLC at the
offices of Reed Smith LLP, 10 South Wacker Drive, 40th Floor, in
Chicago, Illinois 60606.

The collateral to be sold consists of:

  (a) approximately 10-15 flexible and interchangeable filling
      and packaging lines with related filling, cartoning,
      wrapping, case packing and date coding equipment;

  (b) related manufacturing support equipment such as stretch
      wrappers, air compressors, maintenance tools and support
      equipment; and

  (c) office furniture and office desks, chairs and related
      office supplies and equipment.

There is no warranty relating to title, possession, quiet
enjoyment, or the like in the disposition of the collateral.  The
collateral is sold as is and there are no warranties, expressed or
implied of merchantability, fitness, or otherwise.  The secured
party or its assignee or designee reserves the right to bid for
the collateral at the sale.

For further inquiries, please contact H.J. Heinz' counsel:

          Reed Smith LLP
          Attention: Matthew E. Tashman, Esq.
          2500 One Liberty Place
          Philadelphia, Pa. 19103
          Tel: (215) 851-8100

Based in Northlake, Illinois, Packaging Division Industries
provides contract packaging services.


PALACIO GATE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Palacio Gate, LP
        308 W. Parkwood, Suite 104A
        Friendswood, TX 77546

Bankruptcy Case No.: 09-30822

Chapter 11 Petition Date: February 2, 2009

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

Judge: Karen K. Brown

Debtor's Counsel: Jeffrey P. Norman, Esq.
                  Gipson & Norman
                  450 N. Texas Avenue, Suite A
                  Webster, TX 77598-4963
                  Tel: (281) 332-4800
                  Fax: 281-332-4808
                  Email: jpnorman@gipsonandnorman.com

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

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

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

The petition was signed by Jerome Karam, President of the company.


PALM BLUFF: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Palm Bluff Pasadena, LP
        5120 Woodway, Ste. 7029
        Houston, TX 77056

Bankruptcy Case No.: 09-30854

Type of Business: The company is a single asset real estate
debtor.

Chapter 11 Petition Date: February 3, 2009

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

Judge: Karen K. Brown

Debtor's Counsel: James B. Jameson, Esq.
                  Attorney at Law
                  3355 West Alabama, Ste. 1160
                  Houston, TX 77098
                  Tel: (713) 807-1705
                  Fax: (713) 807-1710
                  Email: jbjameson@jamesonlaw.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 James R. Reuther, Sole Member of the
company.


PARAMOUNT PROPERTIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Paramount Properties, Inc.
        1213 S. Las Vegas Blvd.
        Las Vegas, NV 89104

Bankruptcy Case No.: 09-11106

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        T.Y. Management Services Inc.              09-11107
        Toros Yeranosian                           09-11113
        Cedar Canyon Lodge, Inc.                   09-11125

Chapter 11 Petition Date: January 28, 2009

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Debtor's Counsel: David A. Riggi
                  5550 Painted Mirage Road #320
                  Las Vegas, NV 89149
                  Tel: (702) 08-0359
                  Email: darnvbk@gmail.com

Estimated Assets: $0 to $50,000

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

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
   Hamni                                     -     $2,700,000

   Overland Financial                        -      2,200,000

The petition was signed by Toros Yeranosian, President of the
company.


PARKER DRILLING: S&P Affirms 'B+' Rating; Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services said that it took several
rating actions on companies in the oilfield services and drilling
industry.  The rating actions reflect S&P's expectation that
financial performance and credit quality will deteriorate
significantly, particularly for those companies exposed to land
and shallow water drilling activity.  In addition, some issuers
may bump up against covenants under their revolving credit
facilities, which could restrict liquidity.  The expected
deterioration in the sector stems from the meaningful cuts
announced in North American exploration and production capital
spending in 2009 and possibly 2010.

Although S&P took several rating actions, S&P's sector review is
not completed and, over the coming days, S&P expects more negative
rating actions.

                          Ratings Lowered

  Allis-Chalmers Energy Inc. To B/Negative/-- From B+/Negative/--

The rating action reflects S&P's concern that the company's
financial performance could deteriorate significantly over the
next several quarters due to considerable cutbacks in spending by
E&P companies.  Although Allis-Chalmers will generate a
significant portion of its 2009 EBITDA from South America,
primarily from its DLS subsidiary, lower utilization rates in its
North American focused segments -- oilfield services and the
rental segment -- could quickly erode profitability.  Furthermore,
lower profitability measures weigh on the company's covenants,
particularly its maximum net debt to EBITDA covenant of 4x.  As of
Sept. 30, 2008, it was slightly over 3x.  S&P could take further
negative rating actions if the covenant is breached or if
liquidity materially decreases from current levels.

                         Outlooks Revised

   Hercules Offshore Inc. To BB-/Negative/-- From BB-/Stable/--

The outlook revision reflects Hercules' weaker financial
performance and credit metrics due to the decline in the North
American oil and gas industry, especially the soft U.S. Gulf of
Mexico market.  Weak commodity prices and cutbacks in the E&P
companies' capital expenditure budgets have caused the dayrates
for jackups in the U.S. Gulf of Mexico to drop dramatically, thus
causing Hercules to cold-stack an additional eight jackups and six
inland barges.  With the company's current backlog at
approximately $800 million, S&P expects Hercules to focus on
liquidity and debt payment for 2009.  Should operating performance
continue to worsen, so that debt to EBITDA exceeds 3.5x, a
downgrade may be warranted.

      Parker Drilling Co. To B+/Stable/-- From B+/Positive/--

The outlook revision reflects S&P's expectation for weakness in
the North American oil and gas industry, and hence worsening
operating margins for Parker.  Despite the 81% contract cover on
Parker's international rigs through 2009, lower exploration and
production spending by the industry could adversely affect
Parker's rental tools business and the barge drilling business,
which has already weakened considerably.  Given the company's
required capital expenditures for 2009, S&P expects Parker to be
free cash flow negative for 2009 but have sufficient cash balances
to fund the deficit and provide a sufficient cushion.  S&P could
revise the outlook to negative if liquidity weakens considerably
or if declining operational performance leads to debt to EBITDA of
more than 3.5x.

     Stewart & Stevenson LLC To B/Stable/-- From B/Positive/--

The rating action reflects S&P's expectations that the current low
commodity price environment will have a significant impact on the
company's financial performance in 2009.  The company relies on
the volatile and cyclical exploration and production industry,
which accounts for approximately 70% of its revenues.  Stewart &
Stevenson will see its credit metrics weaken considerably.
Although the adjusted debt to EBITDA and EBITDA to interest
coverage ratios were respectable at 2.6x and 4.6x, respectively,
at the end of the third quarter, S&P expects these metrics to
weaken going into 2009 as E&P operators reduce capital spending.
Also, the company's backlog has decreased significantly since its
peak in 2007.  Nevertheless, Stewart & Stevenson derives
approximately 30% of its revenues from the more stable aftermarket
parts and service business, and the company has relatively low
maintenance capital expenditure requirements of approximately $4
million.  Management has enacted various cost-cutting measures in
an attempt to preserve margins in 2009.

        Global Geophysical Services Inc. To B-/Negative/--
                      From B-/Developing/--

The outlook revision reflects the deterioration in credit metrics
and financial performance due to significant reductions in E&P
spending for 2009.  As exploration and production companies focus
more on production than on exploration, S&P expects the land
seismic business to be negatively affected.  Also, the company's
debt to EBITDA covenant tightens throughout 2009 to 1.6x at year
end from 2.0x currently.  Worsening operating performance or
possible covenant breaches could lead to a downgrade.

                           Ratings List

                            Downgraded
                     Allis-Chalmers Energy Inc.

                                To                From
                                --                ----
Corporate credit rating        B/Negative/--     B+/Negative/--

                          Outlook Action
                       Hercules Offshore Inc.

                                 To                From
                                 --                ----
Corporate credit rating        BB-/Negative/--   BB-/Stable/--

                        Parker Drilling Co.

                                 To                From
                                 --                ----
Corporate credit rating        B+/Stable/--      B+/Positive/--

                     Stewart & Stevenson LLC

                                 To                From
                                 --                ----
Corporate credit rating        B/Stable/--       B/Positive/--

                  Global Geophysical Services Inc.

                                To                From
                                --                ----
Corporate credit rating        B-/Negative/--    B-/Developing/--


         N.B. -- This does not include all ratings affected.


PASADERA COUNTRY: To File for Chapter 11; Seeks Investor/Buyer
--------------------------------------------------------------
The Monterey County Herald reports that Pasadera Country Club,
LLC, will file for Chapter 11 bankruptcy protection.

According to The Monterey Herald, the planned bankruptcy filing
would affect the golf course and club facilities.  The Monterey
Herald quoted one of Pasadera Country Club, LLC's founder, Tom
deRegt, as saying, "We are hoping the reorganization will enable
us to find an investor or buyer for the property who will serve as
a steward to complete the dream we have started."

The Monterey Herald relates that Pasadera Country Club, LLC,
invested approximately $40 million in the development of Pasadera
Country Club.  The report says that Pasadera Country Club will
continue providing service for its members and guests.

Pasadera Country Club, LLC's club facilities designed for family
use include an expansive 38,000 square foot Spanish-style
clubhouse as well as first-class dining, lounge and locker room
areas, a fitness center with an adult lap pool and outdoor spa, a
state-of-the-art aquatic center and tennis complex with three
distinct aquatic areas and five tennis courts.  The Club offers
these memberships: a "Golf Membership providing full access to all
Club facilities and amenities; a "Corporate Membership" for
commercial enterprises; an "Associate Membership" aimed at younger
members; a "Social Membership" providing access to the tennis and
swim facilities; fitness center, dining, clubhouse and all social
related events and activities; and a "National Membership" for
those not living in the area.  The Club has 276 active members.
The club includes the Jack Nicklaus Signature golf course on
California's central coast.


PETE SCIARRINO: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Pete Anthony Sciarrino
        Kathleen Mary Sciarrino
        2635 Kildare Way
        El Cajon, CA 92020-1721

Bankruptcy Case No.: 09-01370

Chapter 11 Petition Date: February 3, 2009

Court: United States Bankruptcy Court
       Southern District of California

Debtor's Counsel: Francisco J. Aldana, Esq.
                  The Advocates' Law Firm
                  600 B Street, Suite 2130
                  San Diego, CA 92101
                  Tel: (619) 236-8355
                  Email: francisco@theadvocateslaw.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/csb09-01370.pdf

The petition was signed by Pete Anthony Sciarrino and Kathleen
Mary Sciarrino.


PFF BANCORP: Larry Rinehart Resigns as Non-Executive Director
-------------------------------------------------------------
Due to health reasons, Larry M. Rinehart tendered his resignation
as a non-executive director of PFF Bancorp, Inc., effective
December 16, 2008.

As previously reported by the Troubled Company Reporter, the
company, together with its direct and indirect subsidiaries, filed
a voluntary petition in the United States Bankruptcy Court for the
District of Delaware on December 5, 2008, seeking relief under
Chapter 11 of Title 11 of the United States Code.

On December 3, 2008, the company entered into an asset purchase
agreement with California Financial Partners, a California
corporation whereby the company agreed to sell to CFP, and CFP
agreed to purchase and acquire from the company, certain assets of
the company's wholly owned subsidiary, Glencrest Investment
Advisors, Inc.  On January 6, 2009, the Bankruptcy Court approved
the sale to CFP and Glencrest Investment Advisors intends to
withdraw from registration as an investment advisor with the
Securities and Exchange Commission.

The company's bankruptcy proceeding under Chapter 11 is not
expected to result in the emergence of a reorganized, ongoing
entity.  Rather, the company's bankruptcy proceeding is a
liquidating Chapter 11.  The company is managing its business as a
debtor-in-possession pursuant to the provisions of the Bankruptcy
Code and is in the process of liquidating all of its remaining
assets for distribution to creditors.

PFF Bancorp Inc. -- https://www.pffbank.com -- operates a
community bank provides an array of financial services.

PFF Bancorp, Inc. and its debtor-affiliates files for Chapter 11
protection on Dec. 5, 2008, (Bankr. D. Del. Case No.: 08-13127 to
08-13131) Paul Noble Heath, Esq. at Richards, Layton & Finger PA
represents the Debtor in their restructuring efforts.  Kurtzman
Carson Consultants LLC serves as the Debtors' Claims Agent.  When
they filed for protection from their creditors, the Debtors listed
total assets of $7,779,964 and estimated liabilities of
$131,730,000.


PORTOFINO OFFICE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Portofino Office Condominiums, LP
        12810 D Willow Centre Drive
        Houston, TX 77069
        Tel: (281) 444-5646

Bankruptcy Case No.: 09-30870

Type of Business: The company is a single asset real estate
debtor.

Chapter 11 Petition Date: February 3, 2009

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

Judge: Letitia Z. Clark

Debtor's Counsel: Yvette Marie Mastin, Esq.
                  2323 S. Voss Road, #400
                  Houston, TX 77057
                  Tel: (832) 251-3662
                  Fax: (832) 971-7206
                  Email: mastinlaw@yahoo.com

Estimated Assets: $1,170,000

Estimated Debts: $1,000,000

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

The petition was signed by Gurmukh S. Jolly, President of the
company.


POST OAK-ROBINSON: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Post Oak-Robinson, LP
        9341 Loma Vista Drive
        Dallas, TX 75243
        Tel: (214) 340-9606

Bankruptcy Case No.: 09-40340

Type of Business: The company is a single asset real estate
debtor.

Chapter 11 Petition Date: February 3, 2009

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Tom D. Jester, Jr., Esq.
                  Minor & Jester
                  P.O. Box 280
                  Denton, TX 76202
                  Tel: (940) 387-7585
                  Fax: (940) 387-5093
                  Email: minor.jester@verizon.net

Total Assets: $4,020,000

Total Debts: $4,020,000

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

The petition was signed by Gaylord Hall, General Partner of the
company.


PREMIER PIZZA: Pizza Hut Franchisee Files for Bankruptcy
--------------------------------------------------------
Jason Halstead at Sun Media posted on Portagedailygraphic.com that
Premier Pizza has filed for bankruptcy.

Court documents say that Premier Pizza listed more than
$1.5 million in liabilities.

Premier Pizza posted on its Web site that it purchased the
interests of 15 Manitoba Pizza Hut restaurants and take-out
locations in 2005, becoming one of the largest Pizza Hut franchise
owners in Canada.  The Web site lists 13 Pizza Hut operations,
including 10 in Winnipeg and others in Selkirk, Steinbach and
Portage la Prairie.

Winnipeg Sun quoted Premier Pizza as saying, "This is a unique
situation and is not reflective of Yum! Canada's Pizza Hut [parent
company of Pizza Hut] brand or the health of our operations.  Yum!
Canada is working closely with Premier Pizza to ensure the most
optimal outcome for the Pizza Hut brand in Winnipeg.  The
franchisee and employees remain committed to providing customers
with the best food and dining experience at Pizza Hut."

Sun Media relates that Pizza Hut locations in Manitoba continue to
operate.

Premier Pizza is an independent Pizza Hut franchisee.  It runs
restaurants in the Winnipeg area.


PUREDEPTH INC: Amends Convertible Promissory Notes to K One W One
-----------------------------------------------------------------
On February 3, 2009, PureDepth, Inc., entered into an Amendment
No. 1 to Convertible Promissory Notes, which amends each of the
Convertible Promissory Notes previously issued by the Company to K
One W One Limited -- K1W1 -- on February 4, 2008, March 14, 2008,
July 4, 2008, and August 12, 2008, pursuant to the  Convertible
Note Purchase Agreement dated as of February 4, 2008, and Security
Agreement dated as of February 4, 2008, in each case as amended by
Amendment No. 1 to Convertible Note Purchase Agreement and
Security Agreement dated July 4, 2008, and Amendment No. 2 to
Convertible Note Purchase Agreement and Security Agreement dated
August 12, 2008.  The Amendment restates and extends the maturity
date of each of the Notes to February 4, 2010.  All other terms
and conditions of the Notes and the Convertible Note Purchase
Agreement and Security Agreement, as amended, remain the same.

A full-text copy of Amendment No. 1 is available for free at:

               http://researcharchives.com/t/s?3947

The company further disclosed that on January 31, 2009, it entered
into a settlement agreement with The Bass Group, pursuant to which
the settlement agreement between the company and The Bass Group
dated as of December 2001 will expire on February 27, 2009, and
the company has made a one-time payment to The Bass Group of
approximately $43,000.  Pursuant to the agreement, the company
will retain ownership of the patents covered by the Initial
Settlement until they expire on February 27, 2009.

                      About PureDepth Inc.

Headquartered in Redwood City, Calif., PureDepth Inc. (OTC BB:
PDEP) -- http://www.puredepth.com/-- and its subsidiaries
engage in the development, marketing, licensing, and support of
Multi-Layer Display (MLD) technology and related products and
services.  The company's MLD technology provides a method of
displaying multiple windows on which different data or images
can be overlapped displaying 3D content.  Its technology has
applications in location-based entertainment devices; computer
monitors; public information display systems; mobile devices; flat
panel televisions; and automotive, defense, and other vertical
markets.  The company also manufactures prototype MLD-enabled
display devices.  PureDepth has operations in the United States
and New Zealand.

                       Going Concern Doubt

Stonefield Josephson Inc., in San Francisco, expressed substantial
doubt about PureDepth Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Jan. 31, 2008.

As of October 31, 2008, the company's balance sheet showed total
assets of $12,025,034 and total liabilities of $17,262,631,
resulting in total stockholders' deficit of $5,237,597.

For the three months ended October 31, 2008, the company reported
net losses of $2.3 million which is consistent when compared to
the $2.3 million reported in the three months ended October 31,
2007.  For the nine months ended October 31, 2008, the company
reported net losses of $5.3 million representing a decrease in its
net loss of $1.8 million when compared to the $7.1 million
reported in the nine months ended October 31, 2007.  PureDepth's
net losses are primarily derived from total operating expenses and
will continue to be so until its licensing revenues become
significant.  Its operations have not generated net income to date
and are not expected to do so in the year ending 2009.


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.


R.E. BARNETT: $1.1MM in Unpaid Bills Lead to Bankruptcy Filing
--------------------------------------------------------------
Arizona Daily Star reports that R.E. Barnett & Sons Trucking Co.
has filed for Chapter 11 bankruptcy protection.

Court documents say that R.E. Barnett listed $100,001 to $500,000
in assets and $1 million to $5 million in liabilities.  According
to court documents, Eric Slocum Sparks -- the attorney for R.E.
Barnett -- said that the company has 65 trucks and leases a 75,000
square foot warehouse.

R.E. Barnett has $1.1 million in unpaid accounts receivable that
forced it into bankruptcy, Arizona Daily relates, citing Mr.
Sparks.  According to Arizona Daily, Mr. Sparks said that R.E.
Barnett wants to use the bankruptcy to compel its debtors to pay
and to cut costs like the expensive lease on its warehouse.  Mr.
Sparks said that R.E. Barnett has good prospects to emerge as a
profitable business, the report says.  Business will continue
despite the bankruptcy filing, the report states, citing Mr.
Sparks.

R.E. Barnett & Sons Trucking Co. is a trucking company in Tucson.
It has about 100 workers.


R.E. BARNETT: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: R.E. Barnett & Sons Trucking Company
        3000 E. Elvira Road
        Tucson, AZ 85706
        Tel: (520) 670-1880
        Fax: (520) 670-1881

Bankruptcy Case No.: 09-01811

Chapter 11 Petition Date: February 3, 2009

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

Judge: Eileen W. Hollowell

Company Description: The Debtor provides general freight
                     trucking services to 48 states including
                     Mexico and Canada.
                     See:  http://www.rebarnetttrucking.com/

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  Eric Slocum Sparks PC
                  110 S. Church Ave. #2270
                  Tucson, AZ 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157
                  Email: eric@ericslocumsparkspc.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/ab09-01811.pdf

The petition was signed by Daniel J. Justus, director of the
company.


RAILPOWER TECH: U.S. Court Recognizes & Enforces CCAA Proceedings
-----------------------------------------------------------------
Railpower Technologies Corp. said its U.S. subsidiary, Railpower
Hybrid Technologies Corp., has obtained court protection pursuant
to an order granting provisional relief pending recognition of a
foreign main proceeding under Chapter 15 of the U.S. Bankruptcy
Code.  The U.S. Court has scheduled a hearing on the continuation
of the court protection order on March 5, 2009 in the United
States Bankruptcy Court for the Western District of Pennsylvania.

As reported by the Troubled Company Reporter on February 5, 2009,
Railpower Technologies Railpower Hybrid obtained court protection
under the Companies' Creditors Arrangement Act (Canada) in Canada
pursuant to the initial order granted by the Quebec Superior
Court.

The Canadian Court granted CCAA protection for an initial period
of 30 days expiring March 6, 2009, to be extended thereafter as
the Court deems appropriate.

"The Initial Order provides a framework for us to restructure our
business," said Richard Laliberte, Chief Restructuring Officer of
Railpower. "Our goal is to allow Railpower to be in a position to
continue to assess all available alternatives under a
restructuring process and, as such, Railpower's board authorized
Railpower to take this action in the best interests of Railpower,
its employees, customers, suppliers, creditors and other
stakeholders."

While under CCAA protection, Railpower's board of directors
maintains its usual role and its management remains responsible
for the day-to-day operations of Railpower. Railpower has retained
Ernst & Young Inc. to act as its financial advisor and it will
also serve as court-appointed monitor during the CCAA process in
order to assist Railpower throughout the restructuring. McCarthy
Tetrault LLP is acting as legal counsel for Railpower.

                         Chapter 15 Filing

Moreover, Ernst & Young filed on behalf of Railpower a petition
under Chapter 15 of the U.S. Bankruptcy Code with the United
States Bankruptcy Court for the Western District of Pennsylvania.
The purpose of such filing is to have the U.S. Court recognize and
enforce the CCAA proceedings and, in particular, the order which
will be sought before the Quebec Superior Court.

Railpower's normal day-to-day operations are expected to continue
without interruption.  Railpower remains focused on serving and
supporting its customers during the restructuring process.

Railpower sought bankruptcy protection with the authorization of
its board after thorough consultation with its advisors and
extensive consideration of all other alternatives.  Railpower has
sought protection under the CCAA as its current cash in hand would
not allow it to meet its current obligations.  The CCAA filing is
also a necessary step in the context of the board's ongoing review
of Railpower's strategic alternatives.  Railpower is in discussion
with third parties and Ontario Teachers' Pension Plan Board, its
main creditor, in connection with the restructuring process
assessing all available alternatives.

                    Possible Delisting from TSX

Railpower has been advised by the Toronto Stock Exchange that it
is reviewing the eligibility for continued listing on the TSX of
Railpower's securities pursuant to an expedited review process.
Such review process may lead to the delisting of Railpower's
securities on the TSX. However, the CCAA protection currently
stays creditors, suppliers, stock exchange and others from
enforcing any rights against Railpower thereby affording Railpower
the opportunity to restructure its affairs.

                   About Railpower Technologies

Brossard, Quebec-based Railpower Technologies Corp. (CA:P) -
http://www.railpower.com-- is engaged in the development,
construction, marketing and sales of high performance, clean
locomotives and power plants for the transportation and related
industries. Railpower has designed and is marketing a range 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.

The Chapter 15 petition was filed on behalf of Railpower Hybrid
Technologies Corp., on February 5, 2009 (Bankr. W.D. Pa. Case No.
09-10198).  The Hon. Warren W. Bentz presides over the case.  The
Chapter 15 Petitioner is represented by Paul J. Cordaro, Esq., at
Campbell & Levine LLC, in Pittsburgh, Pennsylvania.  Railpower
Hybrid estimated its assets to be between $1 million and
$10 million, and its debts to be between $100 million and
$500 million.


REDDY ICE: Wells Fargo & JPMorgan Disclose Equity Stake
-------------------------------------------------------
Wells Fargo & Company, on behalf of its subsidiaries, disclosed
holding 1,601,490 shares or 7.24% of the outstanding common stock
of Reddy Ice Holdings Inc.  Wells Fargo filed a Schedule 13G with
the Securities and Exchange Commission on January 27, 2009, on
behalf of subsidiaries Wells Fargo Bank, National Association;
Evergreen Investment Management Company, LLC; Wachovia Securities,
LLC; J.L. Kaplan Associates, LLC; Wachovia Bank, National
Association; and Wachovia Securities Financial Network, LLC.

JPMorgan Chase & Co. and its wholly owned Subsidiary J.P. Morgan
Investment Management Inc., meanwhile, disclosed holding 1,371,420
shares or 6.2% of Reddy Ice common stock as of
January 22.

Peter C. Keefe, president of Avenir Corp. reported holding
1,103,107, or 4.99% of, Reddy Ice shares as of February 6.

Based in Dallas, Texas,Reddy Ice Holdings, Inc., and its wholly-
owned subsidiary, Reddy Ice Corporation, manufacture and
distribute packaged ice products.  The Company is the largest
manufacturer of packaged ice products in the United States and
serves roughly 82,000 customer locations in 31 states and the
District of Columbia.

The Company entered into an Agreement and Plan of Merger, dated as
of July 2, 2007, with certain affiliates of GSO Capital Partners
LP.  The Merger Agreement provided for the acquisition of the
Company's outstanding common stock for a cash purchase price of
$31.25 per share.  The Company's stockholders approved the
transaction at a special stockholder meeting on October 12, 2007.

On January 31, 2008, the Company reached an agreement with
affiliates of GSO to terminate the Merger Agreement.  A settlement
agreement was entered into which released all parties from any
claims related to the contemplated acquisition and provided for a
$21 million termination fee to be paid by GSO.  The Company agreed
to pay up to $4 million of fees and expenses incurred by GSO and
its third-party consultants in connection with the transaction.
The Company received a net payment of
$17 million on February 5, 2008.  During the nine months ended
September 30, 2008, the Company incurred $900,000 of other
expenses in connection with the transaction and the related
stockholder litigation.  No expenses were incurred during the
three months ended September 30, 2008.

As of September 30, 2008, Reddy Ice had $472.3 million in total
assets, and $39.1 million in current liabilities, $389.2 million
in long-term obligations, and $30.5 million in commitments and
other contingencies.  As of September 30, 2008, Reddy Ice had
$209.1 million in accumulated deficit and $780,000 in accumulated
other comprehensive losses.  The company reported a net loss of
$112.9 million during the three months ended September 30.

                           *     *     *

In March 2008, the Company was served by the Office of the
Attorney General of the State of Florida with an antitrust civil
investigative demand requesting the production of documents and
information relating to an investigation of agreements in
restraint of trade or price-fixing with respect to the pricing or
market allocation of packaged ice.  In June 2008, the Company
received a civil investigative demand from the Office of the
Attorney General of the State of Arizona.  The Company has been
advised that the Florida CID and the Arizona CID were issued as
part of a multi-state antitrust investigation of the packaged ice
industry and that the Attorneys General of 19 states and the
District of Columbia are participating in the multi-state
investigation. The Company believes the states' investigation is
related to the ongoing investigation of the packaged ice industry
by the Antitrust Division of the Department of Justice.  The
Company is cooperating with the authorities in these
investigations and expects to continue to make available documents
and other information in response to the subpoena and the civil
investigative demands.  At this time the Company is unable to
predict the outcome of these investigations or any potential
effect they may have on the Company, its employees or operations.

In March 2008, the Company's Board of Directors formed a special
committee of independent directors to conduct an internal
investigation of these matters.   In October 2008, Reddy Ice
received notice that the Securities and Exchange Commission has
initiated an informal inquiry into matters that are the subject of
the ongoing investigation by the special committee.  The Company
has said it intends to cooperate with the SEC's informal inquiry.

As reported in the Troubled Company Reporter on Aug. 20, 2008,
Moody's Investors Service downgraded the Corporate Family Rating
and Probability of Default Rating of Reddy Ice Holdings, Inc. to
B2 from B1 and assigned an SGL-3 speculative grade liquidity
rating.  Moody's concurrently lowered the ratings on the
$300 million senior secured credit facility and senior discount
notes by one notch.  Moody's said the rating outlook is negative.

As reported in the Troubled Company Reporter on Aug. 20, 2008,
Standard & Poor's Ratings Services revised its outlook on Dallas,
Texas-based Reddy Ice Holdings Inc. and its wholly owned operating
subsidiary, Reddy Ice Corp. (Reddy Ice) to negative from stable.
At the same time, S&P affirmed all of its ratings on the company,
including the 'B+' corporate credit rating.  As of June 30, 2008,
Reddy Ice had about $438 million in adjusted debt.


REFLECTION DEVELOPMENTS: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Reflection Developments, LLC
        24401 W. Shepley Road
        Minooka, IL 60447

Bankruptcy Case No.: 09-03593

Chapter 11 Petition Date: February 4, 2009

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtor's Counsel: Chris D. Rouskey, Esq.
                  Rouskey and Baldacci
                  151 Springfield Ave
                  Joliet, IL 60435
                  Tel: (815) 741-2118
                  Fax: (815) 741-0670
                  Email: rouskey-baldacci@sbcglobal.net

Total Assets: $1,373,060

Total Debts: $1,267,230

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

            http://bankrupt.com/misc/ilnb09-03593.pdf

The petition was signed by Kirk Ramsey, Manager of the company.


REILLY PLUMBING: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Reilly Plumbing & Heating, Inc.
        127 South Terrace Avenue
        Mount Vernon, NY 10550
        Tel: (914) 665-3985

Bankruptcy Case No.: 09-35206

Chapter 11 Petition Date: February 3, 2009

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

Company Description: The Debtor provides plumbing and
                     HVAC services.

Debtor's Counsel: Rosemarie E. Matera, Esq.
                  Kurtzman Matera, PC
                  664 Chestnut Ridge Road
                  Spring Valley, NY 10977
                  Tel: (845) 352-8800
                  Fax: (845) 352-8865
                  Email: law@kmpclaw.com

Total Assets: $268,810

Total Debts: $1,042,224

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

          http://bankrupt.com/misc/nysb09-35206.pdf

The petition was signed by Michael W. Reilly, Sr., president of
the company.


REMOTE DYNAMICS: Repays Series A Noteholder to Cure Default
-----------------------------------------------------------
Remote Dynamics, Inc., Chief Executive Officer Gary Hallgren, in a
regulatory filing dated February 4, 2009, disclosed that in the
fourth quarter of 2008, the company made payments to certain
holders of its secured convertible notes of amounts due under the
notes by issuing shares of its common stock in accordance with the
terms of the notes.  These payments were in the form of 69,701,281
shares of the company's common stock in satisfaction of $69,881 of
obligations due under the notes.  These represent issuance prices
ranging from $0.000267 to $0.00616 per share for the Series A
Notes and $0.000396 to $0.00477 per share for the Series B Notes.

On December 23, 2008, Bounce Mobile Systems, Inc., converted 225
shares of Series C Preferred Stock into 603,560,689 shares of the
company's common stock in accordance with the terms of the Series
C Preferred Stock.

Mr. Hallgren relates that in January 2009, the company made
payments to certain holders of its secured convertible notes of
amounts due under the notes by issuing shares of its common stock
in accordance with the terms of the notes.  These payments were in
the form of 1,896,365,070 shares of the company's common stock in
satisfaction of $540,884 of obligations due under the notes.
These represent issuance prices ranging from $0.0001 to $0.000587
per share for the Series A Notes and $0.000219 to $0.000477 per
share for the Series B Notes.

As a result of these payments, Mr. Hallgren says, one of the
company's Series A note holders, who had previously issued a
notice of default to Remote Dynamics, has been repaid in full.

As of January 31, 2009, there were 2,574,223,572 shares of the
company's common stock outstanding.


                   About Remote Dynamics

Remote Dynamics Inc., (OTC BB: RDYM.OB) --
http://www.remotedynamics.com -- markets, sells, and supports
automatic vehicle location (AVL) and mobile resource management
solutions targeting companies that operate private vehicle fleets
in the United States.  It designs AVL solutions for metro, short-
haul fleets within industry vertical markets, such as field
services, distribution, courier, limousine, electrical/plumbing,
waste management, and government.  The company's product offering
includes REDIview, an Internet and service bureau-based software
application that provides an array of real-time and accurate
mapping, trip replay, and vehicle activity reports.  Remote
Dynamics also resells T-Mobile GSM data services to its existing
vehicle management information customers and provides GSM/GPRS
data services to its REDIview customers pursuant to reseller
agreements with T-Mobile and Cingular Wireless LLC.  The company
was incorporated in 1999 and is headquartered in Plano, Texas.
Remote Dynamics Inc. operates as a subsidiary of Bounce Mobile
Systems Inc.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 18, 2008,
Bountiful, Utah-based Chisholm Bierwolf & Nilson LLC, raised
substantial doubt about the ability of Remote Dynamics Inc., to
continue as a going concern after it audited the company's
financial statements for the year ended Dec. 31, 2007.  The
auditor reported that the company has a significant working
capital deficit, suffered recurring losses from operations and has
negative cash flows from operating activities.

As of September 30, 2008, the company's balance sheet showed total
assets of $5,269,000 and total liabilities of $14,687,000,
resulting in total stockholders' deficit of $9,552,000.


RH DONNELLEY: Fitch Junks Issuer Default Rating from 'B'
--------------------------------------------------------
Fitch Ratings has downgraded these ratings of R.H. Donnelley Corp
(RHD) and subsidiaries:

RHD (Holding Company)

  -- Issuer Default Rating to 'CC' from 'B';
  -- Senior unsecured notes to 'C/RR6' from 'CCC+/RR6'.

R.H. Donnelley, Inc. (Operating Company; Subsidiary of RHD)

  -- IDR to 'CCC' from 'B';
  -- Bank facility to 'B-/RR3' from 'BB/RR1';
  -- Senior unsecured notes to 'C/RR6' from 'B-/RR5'.

Dex Media, Inc. (HoldCo; Subsidiary of RHD)

  --  IDR to 'CC' from 'B';
  --  Senior unsecured notes to 'C/RR6' from 'CCC+/RR6'.

Dex Media East (Operating Company; Subsidiary of DXI)

  --  IDR to 'CCC' from 'B';
  --  Bank facility to 'B-/RR3' from 'BB-/RR2'.

Dex Media West (Operating Company; Subsidiary of DXI)

  -- IDR to 'CCC' from 'B';
  -- Bank facility to 'B+/RR1' from 'BB/RR1';
  -- Senior unsecured to 'B'/RR2' from 'BB/RR1';
  -- Senior subordinated to 'C/RR6' from 'B-/RR5'.

IDRs of 'CCC' reflect that default is a real possibility, while
IDRs of 'CC' reflect that default of some sort appears probable.
There are no Rating Outlooks assigned to the entities.  These
rating actions affect approximately $9.7 billion in total debt as
of Sept. 30, 2008.

Fitch expects operating trends to continue to weaken materially in
2009 and 2010.  However, the rating actions are more a reflection
of Fitch's view that the company possesses an untenable capital
structure.  The company has reduced debt somewhat at RHD via open-
market purchases and a debt exchange, and bought back a modest
amount of bank debt below par (RHDI obtained a waiver from its
bank group to permit it to repay term loan debt at a discount to
the principal amount).  While Fitch still believes that management
will remain focused on paying down debt and there is ample room
around most of its covenants, RHD has significant maturities
coming due in 2010 which it cannot address organically.  Fitch is
cautious regarding RHD's prospects to refinance such debt due to
its weakening operating profile, high leverage and uncertainty
related to market appetite.  Fitch believes it is likely the
company may pursue a more drastic restructuring of its debt
obligations and that such an action or series of actions could
constitute a default of some sort on some or all of its
obligations.

The ratings incorporate the understanding that DXI is structurally
subordinated to DXW and DXE, that RHD is structurally subordinated
to DXI and RHDI, and that RHD has provided a guarantee (to which
Fitch assigns little value) to RHDI.  Fitch understands that the
HoldCo's are dependent on dividends from the OpCos to support
their sizable HoldCo debt loads ($4.5 billion in aggregate).
Further, Fitch recognizes that free cashflow from any one OpCo
would be insufficient to service interest obligations at both
HoldCo levels and that the deficiency is even greater when
including principal repayments at the HoldCo level.

Although there do not appear to be cross defaults among the
entities and there are still a variety of circumstances under
which Fitch's historical treatment of linking the IDRs may be
plausible, the rating actions and approach to the ratings going
forward are based on a belief that certain entities are more
exposed to default than others.  This treatment is supported by
the view that refinancing risk is the most likely driver of
default probability.  In arriving at the conclusion to deemphasize
linkage of the IDRs, Fitch assumed that substantive consolidation
could be challenging for the HoldCo stakeholders to successfully
claim.  However, in distinguishing between the OpCo and HoldCo
default probability, Fitch recognizes there is still a meaningful
possibility that all entities could default simultaneously (pre-
packaged bankruptcy, etc.).

                          Dex Media West

The 'CCC' IDR for DXW reflects the $395 million senior unsecured
debt that comes due in August 2010.  While OpCo secured leverage
through the bank debt (roughly 2 times) and through senior
unsecured notes (about 2.5x) is relatively modest and could
enhance refinancing potential, Fitch is cautious regarding market
appetite to supply fresh debt capital to any entities in the
capital structure.  Fitch believes it could be challenging (but
possible) to repay the 2010 unsecured bonds from free cashflow at
maturity if it ceased distributing dividends to DXI and chose to
dedicate all free cashflow toward building up cash.  Given the
company's dependence on bank debt going forward, it is uncertain
whether the company would dedicate such a significant amount of
cash toward an unsecured obligation.  Hence, Fitch believes the
company may make a coercive offer below par to extend the notes
beyond the bank maturity date in 2014.  It is not clear how such
an offer would be received by noteholders given Fitch's estimation
that these notes could receive a material recovery in a
bankruptcy.  Regardless, there is a possibility that the outcome
of any negotiation with the noteholders could be considered a
default under Fitch's distressed debt exchange criteria.

The debt instrument ratings for DXW (and the other entities)
incorporate that Fitch has lowered the distressed EBITDA multiple
used in its Recovery Rating analysis from 5.0x to 3.5x.  The lower
multiple reflects the limited tangible asset value, continued
operating performance pressures and estimated contraction in
market multiples.  Given the higher likelihood of default, Fitch
more heavily weights a conservative estimate of current market
multiples given that historical multiples will likely be less
achievable.  Assuming this 3.5x multiple on an EBITDA discount of
15%, Fitch estimates the bank debt would receive 90%-100%
recovery.  Under these assumptions a 71%-90% recovery appears
reasonable for the 'B' rated senior unsecured notes, while the
subordinated notes are rated 'C/RR6' reflecting a 0% recovery
expectation.

                        R.H. Donnelley Inc.

RHDI's 'CCC' IDR reflects Fitch's belief that RHDI will be unable
to meet its heavy amortization burden in 2010 from free cashflow,
making a negotiation with the banks likely.  Fitch notes there is
also heavy principal amortization in 2011.  Even if RHDI ceased
distributing cash to RHD (recognizing the facility expires in
2011), Fitch estimates the OpCo would be unable to repay its
secured debt obligations by 2012.  This is notable because
assuming HoldCo note maturities are not extended beyond 2013,
Fitch believes bank lenders would want a restructuring to involve
the secured debt being repaid in advance of 2013 (when the company
faces a high level of HoldCo debt maturities
($2.2 billion) in addition to other various OpCo maturities and
amortizations ($1.1 billion).  Leverage through the banks at RHDI
is less than 3x, so restructuring the amortization could be
possible at an incremental interest cost that would further reduce
free cashflow.

The 'B-/RR3' rating on the RHDI bank debt reflects Fitch's belief
that 51%-70% recovery is reasonable.  Total OpCo leverage is
approximately 3.75x meaning that after the 35% latest 12- month
EBITDA haircut and a 3.5x multiple, the senior unsecured notes
receive negligible recovery (0%-10%).

                          Dex Media East

Fitch believes DXE is the healthiest of the OpCos.  It has a more
manageable maturity schedule, covenant flexibility and only one
class of debt (which could make negotiations less complicated than
at other OpCos).  Although it appears to have the capacity to
manage its capital structure organically, the 'CCC' IDR reflects
the expectation of continued operating deterioration and the risk
that it may continue to distribute dividends to the HoldCos.
Also, weakness at other entities and actions that the HoldCo's may
take (e.g. forcing all OpCos into bankruptcy) make full de-linkage
unrealistic and make default at DXE a real possibility in Fitch's
view.  The 'B-/RR3' rating on the bank debt reflects Fitch's
estimates that in a distressed scenario (35% decline in LTM EBITDA
that would violate covenants and a 3.5x multiple), bank debt is
estimated to recover 51%-70%.

              R.H. Donnelley Corp and Dex Media, Inc.

The 'CC' IDR on both RHD and DXI reflect Fitch's belief that
default of some sort appears probable.  These entities are
structurally subordinated in the overall complex and exposed to
the significant risk that bank lenders could restrict payments out
of the OpCos as part of a broader restructuring of the company.
While refinancing at the HoldCos does not pose a meaningful near-
term risk (until 2013 as described above), Fitch believes there is
a material risk of a debt exchange (that could be considered a DDE
and would represent a default) that could attempt to extend the
maturity date of these obligations in order to enhance the
repayment prospects of the secured lenders.  While there is
cashflow (from OpCo distributions) available to service interest
on these obligations under normal business conditions, the 'C/RR6'
ratings reflect that under a distressed scenario these
distributions could be reduced by 100% reflecting a 0% recovery.
Further, Fitch points out that these obligations have historically
been and are prospectively expected to be dependant on a
functioning refinancing market, as OpCo distributions are not
sufficient to repay principal even under favorable business
conditions.

Fitch understands that there are a number of alternatives
available to the company and its lenders given the free cashflow
dynamics of the business and the complexity of the capital
structure.  Fitch also recognizes that if the OpCos were to cut
distributions to the HoldCos, the HoldCos could force the OpCos
into bankruptcy.  As there is more clarity regarding the
likelihood of certain options, Fitch could take further actions.


RIGHT START: To Sell Assets Under Chapter 11
--------------------------------------------
Babystyle Inc. and its Right Start Acquisition Co. filed for
Chapter 11 on Feb. 3 before the U.S. Bankruptcy Court for the
Central District of California.

A note posted on Babystyle's Web site says, "babystyle is sad to
announce that we have filed for Chapter 11 bankruptcy protection.
Due to this filing we are prohibited from accepting or issuing
babystyle Gift Cards and babystyle Merchandise Cards at any of our
remaining stores.  We apologize for any inconvenience this may
cause.  Any pending orders that have not yet shipped have been
cancelled and your credit card will not be charged."

Bloomberg's Bill Rochelle cited Babystyle as saying that it will
sell its assets in a "managed liquidation."  According to
Bloomberg, this is the second bankruptcy filing by the two
companies.

Bloomberg reports that Right Start and Babystyle are owned by
affiliates of private-equity investor Hancock Park Associates. In
July, Hancock Park paid $5.35 million for the remaining 12 stores
belonging to EStyle Inc., a chain of 23 stores selling maternity,
baby and children's apparel when it filed in Chapter 11 in March.
Hancock in December 2003 bought the Right Start stores from a
company in Chapter 11 formally named FAO Inc., although better
known as the toy store FAO Schwarz.  Hancock had been part of the
financing group that enabled FAO to emerge from a prior Chapter 11
case earlier in 2003.

Right Start Acquisition Co. and Babystyle Inc. sell merchandise
and apparel for infants and children.

In its Web site, Right Start said it is the largest national
specialty retailer of juvenile products for infants and young
children. Parents have trusted us to offer the most innovative,
high-quality, safety tested products for their children since
1985. The Right Start carries a carefully selected assortment of
the finest quality strollers, car seats, developmental toys,
books, videos, music, nursery accessories, and home safety items,
plus a complete assortment of care products.  It has 33 stores
nationwide.  In it bankruptcy petition, it estimated assets and
debts of $10 to $50 million.


ROC PREFERRED: S&P Downgrades Rating on Preferred Shares to 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on ROC
Pref. II Corp.'s preferred shares and kept them on CreditWatch
with negative implications, where they were originally placed
Sept. 25, 2008.

The rating actions follow the Feb. 4, 2009, downgrade and
CreditWatch action on HSBC Bank Canada's Tranched Investment-Grade
Enhanced Return Securities 2004-24 Notes, which are linked to the
ROC Pref. II preferred shares issue.

      Ratings Lowered And Remaining On Creditwatch Negative

                         ROC Pref II Corp.

                                      Rating
                                      ------
     Class                  To                    From
     -----                  --                    ----
     Preferred shares
      Global scale:         BB-/Watch Neg         BB/Watch Neg
      Canada scale:         P-3(Low)/Watch Neg    P-3/Watch Neg


ROYAL PALM: Carbon Capital Selling Collateral at Feb. 18 Auction
----------------------------------------------------------------
Carbon Capital II, Inc. will offer for sale at a public auction on
Feb. 18, 2009, 100% of the membership interests of Royal Palm
Senior Investors, LLC in Royal Palm Hotel Property LLC.  The
collateral secures an indebtedness of the Debtor to Carbon Capital
in excess of $40 million.

The sale is to enforce the rights of Carbon Capital II, Inc. of
Park Avenue Plaza, 55 East 52nd Street, in New York as the secured
party under a Pledge Agreement dated Feb. 18, 2005, executed by
Royal Palm Senior Investors, LLC as Debtor, and a UCC-1 on file at
Delaware Secredtary of State, Filing #50620741.

For further information about the collateral, bid qualifications
or the sale, please visit the website at
http://www.kttlaw.com/carboncapitalor contact Detra Shaw-Wilder,
attorney for Carbon Capital II, Inc., at (305) 372-1800.

Royal Palm Hotel Property, LLC owns the 417-room oceanfront Royal
Palm Hotel located at 1545 Collins Avenue, in Miami Beach,
Florida.

The auction will take place at the law offices of Kozyak, Tropin
& Throckmorton, P.A., 2525 Ponce de Leon, 9th Floor, in Coral
Gables, Florida.

Carbon Capital II is an investment fund managed by Blackrock.

Royal Palm Senior Investors, LLC, is a company owned by Guy
Mitchell.  The company holds 100% membership interests in Royal
Palm Hotel Property LLC, a company that owns the Royal Palm Hotel
in Miami Beach, Florida.  Royal Palm Senior Investors, LLC filed
for Chapter 11 relief on Jan. 6, 2009 (Bankr. S.D. Fla. Case
No. 09-01015).  Paul L. Orshan, Esq. represents the Debtor as
counsel.  When the Debtor filed for protection from its creditors,
it listed assets of less than $50,000 and debtors of between $10
million and $50 million.


SAKS INC: S&P Puts Negative Outlook on 'B' Rating
-------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
six department store companies on CreditWatch with negative
implications.

In addition, S&P changed the outlook on three department store
companies to negative from stable.

"The CreditWatch listings and negative outlooks reflect our
deepening concern about the impact of the U.S. recession on the
increasingly troubled department store sector," said Standard &
Poor's credit analyst Diane Shand, "which felt the full brunt of
the declining U.S. economy and weakening consumer confidence in
2008."  The recession is likely to worsen through the first half
of 2009 given weakening employment, the still-poor housing market,
and continuing turmoil in financial markets.

Standard & Poor's expects department store operators to plan
inventories, expenses, and store growth conservatively in 2009 in
an effort to protect margins. Nevertheless, most companies'
margins are likely to erode as a result of weak consumer demand,
lack of sales leverage, and promotional activity. Ms. Shand added,
"We expect declining profitability to hurt the credit profiles of
the rated department stores enough in some cases to result in
downgrades."

However, rating changes are not necessarily a foregone conclusion
as a result of these CreditWatch placements and negative outlooks.
CreditWatch listings should be resolved within 90 days.  S&P will
take into account management's strategies, financial policies, and
liquidity (including their ability to remain in compliance with
financial covenants).

Generally speaking, companies that are more highly leveraged for a
particular rating category are likely to have more downside
potential.  Steps taken by companies to forgo discretionary
capital spending and to reduce costs in an effort to preserve
balance-sheet strength should be viewed favorably.

Bon-Ton Stores, Kohl's Corp., and Saks Inc. now have negative
outlooks, but are not on CreditWatch because S&P does not believe
S&P will lower the ratings in the near term.

                           Ratings List

                  Ratings Placed On CreditWatch

                          Dillard's Inc.

                                 To                 From
                                 --                 ----
   Corporate Credit Rating       B+/Watch Neg/--    B+/Stable/--

                            Macy's Inc.

                             To                 From
                             --                 ----
Corporate Credit Rating   BBB-/Watch Neg/A-3    BBB-/Negative/A-3

                   Neiman Marcus Group Inc. (The)

                             To                 From
                             --                 ----
    Corporate Credit Rating  B+/Watch Neg/--    B+/Negative/--

                          Nordstrom Inc.

                            To                 From
                            --                 ----
   Corporate Credit Rating  A-/Watch Neg/A-2   A-/Negative/A-2

                      Penney (J.C.) Co. Inc.

                             To                 From
                             --                 ----
Corporate Credit Rating      BBB-/Watch Neg/--  BBB-/Negative/--

                        Sears Holdings Corp.

                             To                 From
                             --                 ----
Corporate Credit Rating     BB-/Watch Neg/--   BB-/Negative/--

                 Ratings Affirmed; Outlook Action

                    Bon-Ton Stores Inc. (The)

                               To                 From
                               --                 ----
   Corporate Credit Rating     B-/Negative/--     B-/Stable/--

                           Kohl's Corp.

                             To                 From
                             --                 ----
Corporate Credit Rating     BBB+/Negative/--   BBB+/Stable/--

                             Saks Inc.

                               To                 From
                               --                 ----
    Corporate Credit Rating     B/Negative/--      B/Stable/--


SATV 10: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: SATV 10, LLC
        10155 Collins Avenue, Suite 1504
        Bal Harbour, FL 33154

Bankruptcy Case No.: 09-10436

Chapter 11 Petition Date: January 30, 2009

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

Judge: Stuart M. Bernstein

Debtor's Counsel: Avrum J. Rosen, Esq.
                  The Law Offices of Avrum J. Rosen, PLLC
                  38 New Street
                  Huntington, NY 11743
                  Tel: (631) 423-8527
                  Fax: (631) 423-4536
                  Email: ajrlaw@aol.com

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

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

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

            http://bankrupt.com/misc/nysb09-10436.pdf

The petition was signed by Barbara Laurence, Managing Member of
the company.


SCOTTISH RE: A.M. Best Cuts FS Ratings on Main Units to "D"
-----------------------------------------------------------
A.M. Best Co. downgraded on February 5, 2009, the financial
strength rating (FSR) to D (Poor) from C- (Weak) and issuer credit
ratings (ICR) to "c" from "cc" of the primary operating insurance
subsidiaries of Scottish Re Group Limited (Scottish Re) (Cayman
Islands) [Other OTC: SKRRF.PK].  Concurrently, A.M. Best has
downgraded the FSR to E (Under Regulatory Supervision) from C-
(Weak) and ICR to "rs" from "cc" of Scottish Re (U.S.), Inc
(Delaware). A.M. Best also has affirmed the ICR of "c" and all
debt ratings of Scottish Re. The outlook for all ratings is
negative, with exception of the FSR and ICR of Scottish Re (U.S.),
Inc and the $125 million non-cumulative preferred shares of
Scottish Re.

These rating actions reflect the disclosure by Scottish Re on
January 28, 2009 stating that on January 5, 2009, a regulatory
order of supervision was issued by the State of Delaware Insurance
Commissioner on Scottish Re (U.S.), Inc.  At the end of third
quarter 2008, absent a statutory accounting permitted practice,
Scottish Re (U.S.), Inc estimated a roughly $132 million shortfall
in reserve credit. In approving the permitted practice, the
company and the Delaware Insurance Department agreed to the formal
supervision of Scottish Re (U.S.), Inc likely to remain in place
as long as the permitted practice remained in place.

A.M. Best remains concerned with the continued lack of clarity
with respect to Scottish Re's financial strength position,
underpinned by its ongoing inability to make regular publicl
disclosures of the market values of certain assets within various
special purpose vehicles (SPV).

The FSR has been downgraded to E from C- and the ICR to "rs" from
"cc" for Scottish Re (U.S.), Inc.

The FSR has been downgraded to D (Poor) from C- (Weak) and the
ICRs to "c" from "cc" for the following primary operating
subsidiaries of Scottish Re Group Limited:

   -- Scottish Annuity & Life Insurance Company (Cayman) Ltd.
   -- Scottish Re Life Corporation
   -- Orkney Re, Inc.

The ICR has been downgraded to "cc" from "ccc+" for Scottish Re
Group Limited.

These debt ratings have been affirmed:

Scottish Re Group Limited-
   -- "d" on $125 million non-cumulative preferred shares

Stingray Pass-Though Trust-
   -- "c" on $325 million 5.902% senior secured pass-through
certificates, due 2012

These indicative ratings have been affirmed:

Scottish Re Group Limited-
   -- "c" on senior unsecured debt
   -- "c" on subordinated debt
   -- "c" on preferred stock

Scottish Holdings Statutory Trust II and III-
   -- "c" on preferred securities


SCRIPPS LORO: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Scripps Loro Villas, LLC
        484 Prospect Street
        La Jolla, CA 92037

Bankruptcy Case No.: 09-00996

Type of Business: The company is a single asset real estate
debtor.

Chapter 11 Petition Date: January 29, 2009

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Laura S. Taylor

Debtor's Counsel: Bruce A. Wilson, Esq.
                  2031 Fort Stockton Drive
                  San Diego, CA 92103
                  Tel: (619) 497-0627
                  Fax: (619) 497-0628
                  Email: Brucewils@aol.com

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

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

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

            http://bankrupt.com/misc/casb09-00996.pdf

The petition was signed Jeffrey E. Lubin, Manager of the company.


SEARS HOLDINGS: S&P Puts 'BB-' Rating on CreditWatch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
six department store companies on CreditWatch with negative
implications.

In addition, S&P changed the outlook on three department store
companies to negative from stable.

"The CreditWatch listings and negative outlooks reflect our
deepening concern about the impact of the U.S. recession on the
increasingly troubled department store sector," said Standard &
Poor's credit analyst Diane Shand, "which felt the full brunt of
the declining U.S. economy and weakening consumer confidence in
2008."  The recession is likely to worsen through the first half
of 2009 given weakening employment, the still-poor housing market,
and continuing turmoil in financial markets.

Standard & Poor's expects department store operators to plan
inventories, expenses, and store growth conservatively in 2009 in
an effort to protect margins. Nevertheless, most companies'
margins are likely to erode as a result of weak consumer demand,
lack of sales leverage, and promotional activity. Ms. Shand added,
"We expect declining profitability to hurt the credit profiles of
the rated department stores enough in some cases to result in
downgrades."

However, rating changes are not necessarily a foregone conclusion
as a result of these CreditWatch placements and negative outlooks.
CreditWatch listings should be resolved within 90 days.  S&P will
take into account management's strategies, financial policies, and
liquidity (including their ability to remain in compliance with
financial covenants).

Generally speaking, companies that are more highly leveraged for a
particular rating category are likely to have more downside
potential.  Steps taken by companies to forgo discretionary
capital spending and to reduce costs in an effort to preserve
balance-sheet strength should be viewed favorably.

Bon-Ton Stores, Kohl's Corp., and Saks Inc. now have negative
outlooks, but are not on CreditWatch because S&P does not believe
S&P will lower the ratings in the near term.

                           Ratings List

                  Ratings Placed On CreditWatch

                          Dillard's Inc.

                                 To                 From
                                 --                 ----
   Corporate Credit Rating       B+/Watch Neg/--    B+/Stable/--

                            Macy's Inc.

                             To                 From
                             --                 ----
Corporate Credit Rating   BBB-/Watch Neg/A-3    BBB-/Negative/A-3

                   Neiman Marcus Group Inc. (The)

                             To                 From
                             --                 ----
    Corporate Credit Rating  B+/Watch Neg/--    B+/Negative/--

                          Nordstrom Inc.

                            To                 From
                            --                 ----
   Corporate Credit Rating  A-/Watch Neg/A-2   A-/Negative/A-2

                      Penney (J.C.) Co. Inc.

                             To                 From
                             --                 ----
Corporate Credit Rating      BBB-/Watch Neg/--  BBB-/Negative/--

                        Sears Holdings Corp.

                             To                 From
                             --                 ----
Corporate Credit Rating     BB-/Watch Neg/--   BB-/Negative/--

                 Ratings Affirmed; Outlook Action

                    Bon-Ton Stores Inc. (The)

                               To                 From
                               --                 ----
   Corporate Credit Rating     B-/Negative/--     B-/Stable/--

                           Kohl's Corp.

                             To                 From
                             --                 ----
Corporate Credit Rating     BBB+/Negative/--   BBB+/Stable/--

                             Saks Inc.

                               To                 From
                               --                 ----
    Corporate Credit Rating     B/Negative/--      B/Stable/--


SEANERGY MARITIME: Gets Waiver on Loan Covenant; Suspends Dividend
------------------------------------------------------------------
Seanergy Maritime Holdings Corp. received a waiver on its market-
value-to loan covenant.  As part of the waiver, the Bank has put a
temporary restriction on the Company's payment of dividends.

Dale Ploughman, the Company's Chief Executive Officer, stated:
"The waiver we received from Marfin Bank, our main bankers, is a
positive development for our company and we believe is indicative
of the excellent relationship we have with our lenders.

"With all six of our vessels fixed under time charters for one
year up to September 2009 at an average daily rate of about
$52,700 generating revenues of approximately $110 million, we
believe that we are already in a strong position. However, current
market conditions dictate an increased level of prudence and
vigilance to safeguard and then to increase shareholder value for
the long term.

"In this context, the temporary suspension of our dividend we
believe will reinforce our company's liquidity and financial
strength. We also believe it will enable us not only to weather
the current challenging conditions in the shipping and financial
markets but also position us to take full advantage of accretive
expansion opportunities as these may occur."

                      About Seanergy Maritime

Seanergy Maritime Holdings Corp. (SHIP), the successor to Seanergy
Maritime Corp. -- http://www.seanergymaritime.com/-- is a
Marshall Islands corporation with its executive offices in Athens,
Greece.  The Company is engaged in the transportation of dry bulk
cargoes through the ownership and operation of dry bulk carriers.
The Company purchased and took delivery of six dry bulk carriers
in the third and fourth quarters of 2008 from companies associated
with members of the Restis family.  Its current fleet is comprised
of two Panamax, two Supramax and two Handysize dry bulk carriers
with a combined cargo-carrying capacity of 317,743 dwt and an
average fleet age of approximately 11 years.

The Company's common stock and warrants trade on the NASDAQ Global
Market under the symbols SHIP and SHIP.W, respectively. Prior to
October 15, 2008, the Company's common stock and warrants traded
on the NYSE Alternext US LLC (formally known as AMEX) under the
symbols SRG, SRG.W, respectively.


SGB ACQUISITIONS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: SGB Acquisitions
        1045 Brush Street
        Detroit, MI 48226

Bankruptcy Case No.: 09-42920

Chapter 11 Petition Date: February 4, 2009

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Walter Shapero

Debtor's Counsel: Francois M. Nabwangu, Esq.
                  13255 Lakepoint Blvd
                  Belleville, MI 48111
                  Tel: (313) 255-9920
                  Email: attyapp@live.com

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

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 Derrick Coleman, President of the
company.


SMART MODULAR: Moody's Says Firm to Have Enough Cash Near-Term
--------------------------------------------------------------
Moody's Investors Service commented on the liquidity position of
SMART Modular Technologies, Inc.'s.  In Moody's opinion, SMART
should continue to have adequate liquidity over the near-term
supported by its high-levels of balance sheet cash and full
availability to its undrawn $35 million revolving credit facility.
In November 2008, SMART amended its credit agreement whereby it
increased the cushions on some of its financial maintenance
covenants and reduced the size of the revolving credit facility to
$35 million from $50 million.

The previous rating action occurred on October 7, 2008 when
Moody's affirmed SMART's B1 corporate family rating and changed
the rating outlook to negative from stable.

SMART's ratings were assigned by evaluating factors Moody's
believe are relevant to the credit profile of the issuer, such as
i) the business risk and competitive position of the company
versus others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record of tolerance for risk.  These attributes
were compared against other issuers both within and outside of
SMART's core industry and SMART's ratings are believed to be
comparable to those other issuers of similar credit risk.

SMART Modular Technologies, Inc., headquartered in Fremont,
California and incorporated in the Cayman Islands, is a leading
independent manufacturer of specialty and standard DRAM and Flash
memory products, embedded computing subsystems, and TFT-LCD
display products that are sold to OEMs. Revenues and EBITDA
(adjusted) for the last twelve month period ended November 28th,
2008 were $634 million and $52 million (including adding back $7.4
million of non-cash stock compensation charges), respectively.


SOURCE INTERLINK: Weak Market Conditions Cue Moody's Junk Rating
----------------------------------------------------------------
Moody's Investors Service has lowered Source Interlink Companies
Inc.'s Corporate Family rating and its Probability of Default
rating to Caa1 from B3, while changing the rating outlook to
negative.  The downgrade of the CFR largely reflects Moody's
concern that weak market conditions in Source Interlink's
fulfillment, distribution and publishing businesses will continue
to strain the company's liquidity profile and heightening the
probability of covenant default.

Details of the rating actions are:

Ratings downgraded:

  -- Corporate Family rating - to Caa1 from B3

  -- Probability of Default rating - to Caa1 from B3

  -- Speculative Grade Liquidity rating - to SGL-4 from SGL-3

  -- $869 million senior secured term loan B due 2014 - to B3,
     LGD3, 39% from B2, LGD3, 36%

Ratings affirmed:

  -- $465 million senior unsecured facility due 2017 -- Caa2,
     LGD5, 76%

  -- $300 million senior secured asset based revolving credit
     facility due 2013 - B1, LGD2, 21%

The rating outlook is negative.

The downgrade of Source Interlink's CFR to Caa1 reflects Moody's
view that weakening sales and EBITDA (down 7% and 30% respectively
in the quarter ended October 31, 2008, according to Moody's
calculations) will prevent the company from attaining any
meaningful reduction in debt, increasing the prospects that
debtholders will receive meaningfully impaired recovery in a
distress scenario.

The downgrade of the company's Probability of Default rating to
Caa1 underscores Moody's view that Source Interlink faces an
elevated likelihood of default under its financial covenants which
tighten noticeably during the course of calendar 2009.

The downgrade of the speculative grade liquidity rating to SGL-4
from SGL-3 largely reflects the company's weak liquidity profile
(which was negatively impacted by the July 2008 purchase of a
minority interest in automotive.com for $42 million) and the
overhang of prospective covenant default over the near term.  At
the end of October 2008, Source Interlink's liquidity comprised $6
million of cash and approximately $186 million in undrawn
availability under a $300 million asset-based revolving credit
facility.  At the end of October 2008, Source Interlink reported
credit-agreement defined total leverage of 4.9 times compared to a
5.5 times total debt to EBITDA covenant.  Based upon the company's
current free cash flow run rate, Moody's considers it likely that
the company will be fail to comply with the total leverage test,
as it progressively tightens to a 5.0 times multiple by the end of
January 2010.  Moody's notes that the senior secured term loan
agreement contains no provision for an equity cure.

The Caa1 CFR reflects Source Interlink's heavy debt burden, high
leverage (which is expected to remain above 8.0 times Moody's-
adjusted debt to EBITDA in the intermediate term), and the
company's dependence upon achieving benefits from recent cost
cutting measures.  Ratings are supported by the company's leading
market position in the magazine, CD and DVD distribution and
fulfillment market segments, the limited number of direct
competitors offering the nation-wide distribution network for
print and recorded media products, the company's long standing
customer relationships and Moody's expectation that the company
will generate positive free cash flow.

The negative rating outlook incorporates the vulnerability of
Source Interlink to the magazine, CD and DVD distribution
businesses, its low margins , its customer concentration (Barnes &
Noble represents around 22% of sales), the weak growth prospects
of its core product offerings, and uncertainty that the company
will succeed in improving profitability by renegotiating the terms
of its customer contracts.

The last rating action occurred on June 9, 2008, when Moody's
assigned ratings to Source Interlink's new notes offering and
lowered its CFR to B3.

Source Interlink's ratings were assigned by evaluating factors
Moody's believe are relevant to the credit profile of the issuer,
such as i) the business risk and competitive position of the
company versus others within its industry, ii) the capital
structure and financial risk of the company, iii) the projected
financial and operating performance of the company over the near-
to-intermediate term, and iv) management's track record and
tolerance for risk.  These attributes were compared against other
issuers both within and outside of Source Interlink's core
industry and Source Interlink's ratings are believed to be
comparable to those of other issuers of similar credit risk.

Source Interlink is one of the largest providers of integrated
marketing, merchandising, publishing and fulfillment of media-
related products in the US.  Headquartered in Bonita Springs
Florida, the company reported pro-forma sales of approximately
$2.5 billion for the LTM period ended October 31, 2008.


SOUTHERN STAR: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Southern Star Builders and Developers, LLC
        104 Lenore Court
        Woodstock, GA 30188

Bankruptcy Case No.: 09-62664

Chapter 11 Petition Date: February 2, 2009

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

Judge: James Massey

Debtor's Counsel: Paul Reece Marr, Esq.
                  Paul Reece Marr, P.C.
                  300 Galleria Parkway, N.W., Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255
                  Email: pmarr@mindspring.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/ganb09-62664.pdf

The petition was signed by Mirrine Sue Trettel, Manager of the
company.


SPECTRUM BRANDS: Gets Green-Light to Access DIP Financing
---------------------------------------------------------
Spectrum Brands has received interim court approval to access new
financing pursuant to a $235 million debtor-in-possession facility
to satisfy customary obligations associated with its ongoing
operations as it seeks to implement a pre-negotiated restructuring
of its debt.

Spectrum Brands also received interim or final court approval for
a variety of other customary "First Day Motions" the Company
submitted in conjunction with its voluntary filing for
reorganization under Chapter 11 of the U.S. Bankruptcy Code.

The relief granted by the Court will help ensure that Spectrum and
all of its operating units in the U.S. and around the world
continue to meet their respective obligations, subject to
applicable limitations, to their suppliers, customers and
employees in the ordinary course of business during the
restructuring process, which is expected to be completed in
approximately four to six months.

As reported by the Troubled Company Reporter, Spectrum Brands
reached agreements with noteholders representing, in the
aggregate, approximately 70% of the face value of its outstanding
bonds to pursue a refinancing that, if implemented as proposed,
will significantly reduce the Company's outstanding debt and put
the Company in a stronger financial position for the future. To
implement the refinancing in the most efficient manner and to take
advantage of certain tax benefits, on February 3, 2009, 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. The main case
number is 09-50456. The Company's non-U.S. operations, which are
legally separate, are not included in the Chapter 11 proceedings.

Spectrum Brands received commitments for $235 million in DIP
financing from certain of its existing Asset Backed Facility
lenders with a participating interest from certain of the
Company's existing noteholders, which represents an incremental
$70 million in cash availability at the outset of the proceedings,
subject to certain limitations and reserves. All of Spectrum
Brands' ongoing international operations are cash-flow positive.

At a hearing in San Antonio on February 5, 2009, the Company
received interim court authorization to access up to the full
available amount of the $235 million DIP financing commitment. The
Company also received "first day" authorization to pay certain
pre-filing obligations in the ordinary course of business, as
necessary to maintain continuing operations during the case.

Among other things, Spectrum Brands received court authorization
to:

   -- Provide employee compensation, benefits and expense
      reimbursements and related obligations without interruption
      and continue these programs after the filing;

   -- Honor customer obligations and continue certain customer
      programs and practices; and

   -- Facilitate the continuation of the Company's cash management
      systems and other business operations.

As reported by the Troubled Company Reporter on Feb 6, 2009, 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.

Wachovia Bank, National Association, serves as administrative and
collateral agent, for a syndicate of lenders party to the Debtors'
existing asset-based revolving loan agreement.

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

A hearing at which the Company will seek final court approval for
the DIP financing and certain other First Day Motions will be held
March 4, 2009. Any valid obligation not authorized for payment by
the Bankruptcy Court under these "first day" authorizations would
in any event be paid in full under the Company's plan of
reorganization, if approved and implemented as proposed. Under the
plan, if approved as proposed, the Company would pay suppliers in
full for their claims upon consummation of the plan.

Kent Hussey, Chief Executive Officer of Spectrum Brands, said: "We
are pleased to have received this initial authorization from the
court for a number of critical 'First Day Motions' that will help
us conduct business in the ordinary course as we move forward to
implement our proposed financial restructuring as quickly as
possible. If the refinancing is implemented as proposed, it would
reduce the amount of debt on our balance sheet by approximately
$840 million, eliminate approximately $95 million in annual cash
interest payments for at least each of the next two years, and
free up additional cash that can be reinvested in the business to
support meaningful revenue and profit growth."

                       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)


SPRAYTEX INC.: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Spraytex, Inc.
        28430 W. Witherspoon Parkway
        Valencia, CA 91355

Bankruptcy Case No.: 09-10864

Chapter 11 Petition Date: January 28, 2009

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Kathleen Thompson

Debtor's Counsel: Peter T. Steinberg, Esq.
                  Steinberg, Nutter and Brent
                  23801 Calabasas Rd., Ste. 2031
                  Calabasas, CA 91302
                  Tel: (818) 876-8535
                  Fax: (818) 876-8536
                  Email: mr.aloha@sbcglobal.net

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

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

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

            http://bankrupt.com/misc/cacb09-10864.pdf

The petition was signed by John Woods, President of the company.


ST LAWRENCE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: St. Lawrence Homes, Inc.
        7200 Falls of the Neuse Road
        Raleigh, NC 27615

Bankruptcy Case No.: 09-00775

Type of Business: The Debtor is a North Carolina based homebuilder
                  with additional operations in Ohio.

Chapter 11 Petition Date: February 2, 2009

Court: Eastern District of North Carolina (Wilson)

Judge: A. Thomas Small

Debtor's Counsel: Gregory B. Crampton, Esq.
                  gcrampton@nichollscrampton.com
                  Stephani Wilson Humrickhouse, Esq.
                  shumrickhouse@nichollscrampton.com
                  Nicholls & Crampton, P.A.
                  P. O. Box 18237
                  Raleigh, NC 27619
                  Tel: (919) 781-1311
                  Fax: (919) 782-0465

Total Assets: $158,216,716

Total Debts: $116,380,445

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Arevalo Inc.                                     $457,098
6113 Clarks Fork Drive
Raleigh, NC 27616-5823

JF Chang Construction LLC                        $27,8929
2941 Interstate St.
Charlotte, NC 28208

Fast & Lite Inc.                                 $259,190
3502 Hayes Road
Monroe, NC 28110

G&G Turf and Irrigation                          $215,695

S.T. Perry & Sons Landscaping Inc.               $209,462

Greenwood & Charles, Inc.                        $182,691

AG Johnson Drywall Co                            $156,835

Coahuila Company Inc.                            $152,189

Carolina Hurricanes Hockey Club                  $143,370

Ellington Contractors Inc.                       $137,343

Raleigh Lanehart Electric Co.                    $132,817

Sherwin-Williams -Charlotte                      $128,822

B & B Paving Company Inc.                        $125,426

Brandco,lnc                                      $121,818

J. P. Rosas Siding General                       $109,643

SunTrust Equipment Finance                       $105,658
& Leasing Corp.

Evans Plumbing, Inc.                             $105,653

Debris Removal Partners LLC                      $85,364

Raleigh Plumbing & Raleigh Inc.                  $85,227

Premier Irrigation Inc.                          $75,968

The petition was signed by Fenton Robert Ohmann, president.


STATEWIDE HEALTHCARE: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Statewide Healthcare, Inc.
        dba Tri-State Home Health, Inc.
        102 Oglethorpe Professional Bldg., Ste. 4
        Savannah, GA 31409

Bankruptcy Case No.: 09-40266

Type of Business: The debtor is in the health care business.

Chapter 11 Petition Date: February 4, 2009

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

Debtor's Counsel: C. James McCallar, Jr., Esq.
                  McCallar Law Firm
                  P. O. Box 9026
                  Savannah, GA 31412
                  Tel: (912) 234-1215
                  Fax: (912) 236-7549
                  Email: mccallarlawfirm@aol.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/gasb09-40266.pdf

The petition was signed by Joenelle B. Gordon, President of the
company.


STEELCLOUD INC: Grant Thornton Raise Going Concern Doubt
--------------------------------------------------------
Jan. 29, 2009, Grant Thornton LLP in McLean, Virginia, raised
substantial doubt about SteelCloud, Inc.'s ability to continue as
a going concern after auditing the company's financial statements
for period ended Oct. 31, 2008, and 2007.  The auditor pointed
that the company has an accumulated deficit of $44,868,564 and
working capital of $1,680,645.

At Oct. 31, 2008, the company's balance sheet showed total assets
of $4,051,949, total liabilities of $1,435,703 and a stockholders'
equity of $2,616,246.

For year ended Oct. 31, 2008, the company posted net loss of
$2,759,562 compared with net loss of $1,944,595 for the same
period in 2007.

                 Liquidity and Capital Resources

The company has experienced recurring losses from operations and
negative cash flows.  Despite its history of revenues, there is no
assurance that it will be able to maintain or increase its
revenues in fiscal 2009 or that it will be successful in reaching
profitability or generate positive cash flows from its operations.
The company if considering all strategic options to improve its
liquidity and provide it with working capital to fund its
continuing business operations including equity offerings, asset
sales and debt financing as alternatives to improve its cash needs
however, there can be no assurance that it will be successful in
negotiating financing terms.

As of Oct. 31, 2008, the company has cash and cash equivalents of
approximately $750,000 and working capital of approximately
$1.7 million.

A full-text copy of the Form 10-K is available for free at
http://ResearchArchives.com/t/s?393e

                      About SteelCloud, Inc.

Headquartered in Dulles, Virginia, SteelCloud, Inc. (NASDAQ:SCLD)
-- http://www.steelcloud.com/-- is a manufacturer of embedded
integrated computing systems solutions for the federal marketplace
and independent software vendors.  It designs, manufactures and
integrates specialized servers for federal market prime
contractors (federal integrators) and ISVs who use the specialized
servers to deliver application software to their clients.  In July
2006, the company ceased all of its operations in Florida.  The
company's former subsidiaries, Puerto Rico Industrial
Manufacturing Operations Acquisition Corporation, and STMS
Corporation, are inactive.


STEVEN PALMIERI: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Steven A. Palmieri
        2229 Mountainview Drive
        Hurst, TX 76054

Bankruptcy Case No.: 09-40769

Chapter 11 Petition Date: February 3, 2009

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

Debtor's Counsel: Richard G. Grant, Esq.
                  Roberts & Grant, PC
                  7018 Primrose Lane
                  Colleyville, TX 76034
                  Tel: (214) 210-2929
                  Fax: (214) 224-0198
                  Email: rgrant@robertsandgrant.com

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

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

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


STEWART & STEVENSON: S&P Affirms 'B' Rating; Outlook Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it took several
rating actions on companies in the oilfield services and drilling
industry.  The rating actions reflect S&P's expectation that
financial performance and credit quality will deteriorate
significantly, particularly for those companies exposed to land
and shallow water drilling activity.  In addition, some issuers
may bump up against covenants under their revolving credit
facilities, which could restrict liquidity.  The expected
deterioration in the sector stems from the meaningful cuts
announced in North American exploration and production capital
spending in 2009 and possibly 2010.

Although S&P took several rating actions, S&P's sector review is
not completed and, over the coming days, S&P expects more negative
rating actions.

                          Ratings Lowered

  Allis-Chalmers Energy Inc. To B/Negative/-- From B+/Negative/--

The rating action reflects S&P's concern that the company's
financial performance could deteriorate significantly over the
next several quarters due to considerable cutbacks in spending by
E&P companies.  Although Allis-Chalmers will generate a
significant portion of its 2009 EBITDA from South America,
primarily from its DLS subsidiary, lower utilization rates in its
North American focused segments -- oilfield services and the
rental segment -- could quickly erode profitability.  Furthermore,
lower profitability measures weigh on the company's covenants,
particularly its maximum net debt to EBITDA covenant of 4x.  As of
Sept. 30, 2008, it was slightly over 3x.  S&P could take further
negative rating actions if the covenant is breached or if
liquidity materially decreases from current levels.

                         Outlooks Revised

   Hercules Offshore Inc. To BB-/Negative/-- From BB-/Stable/--

The outlook revision reflects Hercules' weaker financial
performance and credit metrics due to the decline in the North
American oil and gas industry, especially the soft U.S. Gulf of
Mexico market.  Weak commodity prices and cutbacks in the E&P
companies' capital expenditure budgets have caused the dayrates
for jackups in the U.S. Gulf of Mexico to drop dramatically, thus
causing Hercules to cold-stack an additional eight jackups and six
inland barges.  With the company's current backlog at
approximately $800 million, S&P expects Hercules to focus on
liquidity and debt payment for 2009.  Should operating performance
continue to worsen, so that debt to EBITDA exceeds 3.5x, a
downgrade may be warranted.

      Parker Drilling Co. To B+/Stable/-- From B+/Positive/--

The outlook revision reflects S&P's expectation for weakness in
the North American oil and gas industry, and hence worsening
operating margins for Parker.  Despite the 81% contract cover on
Parker's international rigs through 2009, lower exploration and
production spending by the industry could adversely affect
Parker's rental tools business and the barge drilling business,
which has already weakened considerably.  Given the company's
required capital expenditures for 2009, S&P expects Parker to be
free cash flow negative for 2009 but have sufficient cash balances
to fund the deficit and provide a sufficient cushion.  S&P could
revise the outlook to negative if liquidity weakens considerably
or if declining operational performance leads to debt to EBITDA of
more than 3.5x.

     Stewart & Stevenson LLC To B/Stable/-- From B/Positive/--

The rating action reflects S&P's expectations that the current low
commodity price environment will have a significant impact on the
company's financial performance in 2009.  The company relies on
the volatile and cyclical exploration and production industry,
which accounts for approximately 70% of its revenues.  Stewart &
Stevenson will see its credit metrics weaken considerably.
Although the adjusted debt to EBITDA and EBITDA to interest
coverage ratios were respectable at 2.6x and 4.6x, respectively,
at the end of the third quarter, S&P expects these metrics to
weaken going into 2009 as E&P operators reduce capital spending.
Also, the company's backlog has decreased significantly since its
peak in 2007.  Nevertheless, Stewart & Stevenson derives
approximately 30% of its revenues from the more stable aftermarket
parts and service business, and the company has relatively low
maintenance capital expenditure requirements of approximately $4
million.  Management has enacted various cost-cutting measures in
an attempt to preserve margins in 2009.

        Global Geophysical Services Inc. To B-/Negative/--
                      From B-/Developing/--

The outlook revision reflects the deterioration in credit metrics
and financial performance due to significant reductions in E&P
spending for 2009.  As exploration and production companies focus
more on production than on exploration, S&P expects the land
seismic business to be negatively affected.  Also, the company's
debt to EBITDA covenant tightens throughout 2009 to 1.6x at year
end from 2.0x currently.  Worsening operating performance or
possible covenant breaches could lead to a downgrade.

                           Ratings List

                            Downgraded
                     Allis-Chalmers Energy Inc.

                                To                From
                                --                ----
Corporate credit rating        B/Negative/--     B+/Negative/--

                          Outlook Action
                       Hercules Offshore Inc.

                                 To                From
                                 --                ----
Corporate credit rating        BB-/Negative/--   BB-/Stable/--

                        Parker Drilling Co.

                                 To                From
                                 --                ----
Corporate credit rating        B+/Stable/--      B+/Positive/--

                     Stewart & Stevenson LLC

                                 To                From
                                 --                ----
Corporate credit rating        B/Stable/--       B/Positive/--

                  Global Geophysical Services Inc.

                                To                From
                                --                ----
Corporate credit rating        B-/Negative/--    B-/Developing/--


         N.B. -- This does not include all ratings affected.


SWAMP FOX: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Swamp Fox Utilities, LLC
        P.O. Box 14
        Saint Stephen, SC 29479

Bankruptcy Case No.: 09-00814

Chapter 11 Petition Date: February 3, 2009

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

Judge: David R. Duncan

Debtor's Counsel: Ann A. Urquhart, Esq.
                  Drose Law Firm
                  3955 Faber Place Drive
                  Charleston, SC 29405
                  Tel: (843) 767-8888
                  Email: ann@droselaw.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 Susan Amanda Dennis, President of the
company.


SYNAGRO TECHNOLOGIES: Moody's Junks Corp. Family Ratings from B3
----------------------------------------------------------------
Moody's Investors Service downgraded its debt ratings of Synagro
Technologies, Inc. -- corporate family and probability of default,
each to Caa1 from B3 and first lien senior secured to B2 from B1.
Moody's also affirmed the Caa2 second lien senior secured rating.
The outlook is negative.

The downgrades and negative outlook reflect Moody's belief that
Synagro could have difficulty maintaining compliance with the
leverage covenant of the first lien senior secured credit
facility, without resorting to the agreement's cure provision, in
2009.  Earnings are subject to decline because of the recent loss
of the contract with the City of Detroit.  Moody's believes there
is also the potential for lower run rates of Synagro's non-
contract revenue streams as Moody's expects weak economic
conditions to persist throughout 2009.  These factors are likely
to limit improvement in most credit metrics from September 30,
2008 levels that are more closely aligned with Caa-rated issuers.
The Caa1 corporate family rating reflects Moody's belief that
credit metrics are not likely to meaningfully improve over the
intermediate term because of the effects of the weak economy and
the level of investment in construction projects that would be
required to meet Synagro's growth targets that were anticipated at
the time of the acquisition by the Carlyle Group.  Notwithstanding
these risks, Moody's recognizes the benefits of Synagro's leading
market position, the recurring revenues of the long-tenured,
contracted customer base and the typically recession-resistant
nature of non-hazardous organic waste generation.  Liquidity is
adequate, because of a nominal cash balance and the very modest
cushion with the credit facility's leverage covenant.

The outlook could be changed to stable if Synagro was to sustain
positive recurring free cash flow and sustain compliance with
financial covenants without resorting to the cure provision.  The
ratings could be upgraded if Synagro was to sustain Debt to EBITDA
below 6.0 times and EBIT to Interest was to approach 1.3 times.
The ratings could be further downgraded if Synagro was to sustain
Debt to EBITDA above 8.0 times or EBIT to Interest below 0.5
times.

Synagro's ratings were assigned by evaluating factors Moody's
believe are relevant to the credit profile of the issuer, such as
i) the business risk and competitive position of the company
versus others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of Synagro's core industry and Synagro's ratings are
believed to be comparable to those of other issuers of similar
credit risk.  The last rating action was on March 20, 2008 when
Moody's downgraded the ratings -- corporate family rating to B3
from B2, 1st lien senior secured to B1 from Ba3, 2nd lien senior
secured to Caa2 from Caa1, and changed the outlook to negative.

Issuer: Synagro Technologies, Inc.

Downgrades:

  -- Probability of Default Rating, Downgraded to Caa1 from B3

  -- Corporate Family Rating, Downgraded to Caa1 from B3

  -- 1st Lien Senior Secured Bank Credit Facility, Downgraded to
     B2, LGD3, 32% from B1, LGD3, 30%

LGD Assessments:

  -- 2nd Lien Senior Secured Bank Credit Facility, Changed to
     LGD5, 83% from LGD5, 81%

Synagro Technologies, Inc., based in Houston, Texas, is the
largest recycler of bio-solids and other organic residuals
including water and wastewater residuals, in the U.S.


TABER-D'ANGELO: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Bonnibelle Taber-D'Angelo
        aka Bonnie Taber
        1934 SW Crest Drive
        Topeka, KS 66604

Bankruptcy Case No.: 09-10223

Type of Business: The company is a single asset real estate
debtor.

Chapter 11 Petition Date: February 2, 2009

Court: United States Bankruptcy Court
       District of Kansas (Wichita)

Judge: Robert E. Nugent

Debtor's Counsel: Bruce J. Woner, Esq.
                  Woner Glenn Reeder Girard & Riordan
                  5611 S.W. Barrington Court
                  P.O. Box 67689
                  Topeka, KS 66667-0689
                  Tel: (785) 235-5330
                  Email: bwoner@wonerglenn.com

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

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

The Debtor's largest unsecured creditor is Shawn County, Kansas
for $6,000 in unpaid taxes.

The petition was signed by Bonnibelle Taber-D'Angelo.


TEAM MINISTRY GROUP: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Team Ministry Group LLC
        1056 E New York Drive
        Altadena, CA 91001

Bankruptcy Case No.: 09-12291

Chapter 11 Petition Date: February 3, 2009

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

Debtor's Counsel: Warren O. Hodges, Jr., Esq.
                  65 N. Raymond Ave., Suite 320
                  Pasadena, CA 91103
                  Tel: (626) 685-2550

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

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

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

          http://bankrupt.com/misc/ccb09-12291.pdf

The petition was signed by Troy Crisp, managing member of the
company.


TEASLEY PARK: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Teasley Park Estates, LP
        9341 Loma Vista Drive
        Dallas, TX 75243
        Tel: (214) 340-9606

Bankruptcy Case No.: 09-40339

Type of Business: The company is a single asset real estate
debtor.

Chapter 11 Petition Date: February 3, 2009

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Tom D. Jester, Jr., Esq.
                  Minor & Jester
                  P.O. Box 280
                  Denton, TX 76202
                  Tel: (940) 387-7585
                  Fax: (940)387-5093
                  Email: minor.jester@verizon.net

Total Assets: $1,105,000

Total Debts: %1,150,000

The Debtor's largest unsecured creditor is Stratford Realty
Capital, for $45,000.

The petition was signed by Gaylord Hall, General Partner of the
company.


TENET HEALTHCARE: Extends Critical Dates Regarding Exchange Offer
-----------------------------------------------------------------
Tenet Healthcare Corporation has extended to 5:00 p.m., New York
City time, on Feb. 18, 2009, both the early participation date and
the deadline for the withdrawal of tendered notes in connection
with its exchange offer relating to its outstanding notes maturing
on Dec. 1, 2011, and June 1, 2012.

The expiration date of the exchange offer is unchanged and remains
5 p.m., New York City time, on Feb. 26, 2009, unless extended or
earlier terminated.

Tenet said January 22 that it has commenced an offer to exchange
up to $1.6 billion aggregate principal amount of its outstanding
notes maturing on December 1, 2011 and June 1, 2012 for an equal
aggregate principal amount of two new series of senior secured
notes maturing in 2014 and 2019.  The new notes will be guaranteed
by and secured by a pledge of the capital stock and other
ownership interests of certain of Tenet's subsidiaries.

The terms and conditions of the exchange offer are described in
Tenet's Offering Memorandum dated Jan. 22, 2009, as amended by
Supplement No. 1 to Offering Memorandum dated Jan. 30, 2009 and
Supplement No. 2 to Offering Memorandum dated Feb. 4, 2009.

The new notes are being offered through a private placement and
have not been registered under the Securities Act of 1933, or any
state securities laws.  As a result, they may not be offered or
sold in the United States or to any U.S. persons except pursuant
to an applicable exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act.

Accordingly, the new notes are being offered for exchange only to
eligible holders who are "qualified institutional buyers" under
Rule 144A of the Securities Act or, outside the United States, to
persons other than "U.S. persons" in compliance with Regulation S
under the Securities Act.  This press release is neither an offer
to sell nor a solicitation of an offer to buy, nor shall there be
any sale of, any securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful.

Also on January 22, Tenet disclosed preliminary results for the
fourth quarter and full year 2008.  The company expects adjusted
EBITDA for the year ended December 31, 2008, to be roughly
$730 million, and net income to be roughly $63 million.  For the
fourth quarter ended December 31, 2008, adjusted EBITDA is
expected to be approximately $197 million and net income is
expected to be approximately $5 million.  These estimates are
subject to final adjustments and to the additional effects, if
any, of our normal year-end impairment analysis.

"Although we were operating in a tough economic environment, our
fourth quarter patient volumes held up reasonably well in the
aggregate, and we benefited from expense reductions including
reduced malpractice expenses which reflect our history of
investments in clinical quality," said Trevor Fetter, president
and chief executive officer.  "Excluding possible final
adjustments, we expect our 2008 adjusted EBITDA to be within our
prior outlook range of $700 million to $750 million, at
approximately $730 million."

"In these difficult and uncertain times, we believe it has become
increasingly prudent to implement strategies designed to enhance
our financial flexibility and mitigate near-term profitability
pressures," Mr. Fetter said.

The actions include the note exchange offer and the cost controls
Tenet implemented in the fourth quarter.

Mr. Fetter also said, "In addition, further opportunities have
been identified to materially improve our operating efficiencies
both within our hospitals and at the corporate level in 2009.
These actions are expected to capture more than $100 million of
gross cost savings in 2009 to partially offset cost increases
including the impact of volume growth, higher wage rates, and the
effects of the challenging economic environment.  As financial
pressures on our local competitors have already caused many of
them to curtail their capital investments, we believe there are
also opportunities to conserve cash through reducing 2009 capital
expenditures without harming our competitive position."

"However, there is a lack of visibility into demand for healthcare
services, payer and patient mix, and other key variables that
prevents us from confirming earlier comments on our 2009 outlook
or providing a revised 2009 earnings outlook with acceptable
accuracy at this time," said Mr. Fetter.  "We have previously
stated our intention to comment on our 2009 outlook when we
release our complete fourth quarter results in late February.
That continues to be our intention."

Tenet has yet to file its 2008 earnings report on Form 10-K with
the Securities and Exchange Commission.

Tenet said net revenues are expected to be roughly $2.172 billion
in the fourth quarter of 2008 on a same-hospital basis, an
increase of roughly $102 million, or 4.9%, as compared to the
fourth quarter of 2007.  Fourth quarter 2008 net revenues include
the favorable impact of a roughly $8 million charge reversal that
partially reverses the $17 million charge taken in the second
quarter of 2008 related to a medical education reimbursement
issue.

Tenet said cash and cash equivalents were roughly $507 million at
December 31, 2008, a decrease of $5 million from $512 million at
September 30, 2008.  During the fourth quarter 2008, Tenet
received cash distributions of roughly $34 million, which are
included in the $507 million cash balances at December 31, 2008,
related to the Company's investment in the Reserve Yield Plus
Fund.  The Company's 2008 estimates include an expectation of
adjusted cash provided by operating activities from continuing
operations -- which the Company defines to exclude income tax
payments/(refunds), litigation and restructuring payments and
discontinued operations -- of roughly $288 million. Adjusted cash
provided by operating activities from continuing operations is
expected to be roughly $101 million in the fourth quarter of 2008
reflecting seasonal increases in accounts payable offset by timing
of disbursements related to payroll and accrued liabilities.
Capital expenditures for 2008 are expected to be roughly $527
million, including roughly $130 million in the fourth quarter of
2008.  Adjusted free cash flow from continuing operations is
expected to be roughly negative $239 million for 2008, including
roughly negative $29 million in the fourth quarter of 2008.

Tenet also has reclassified certain financial information
previously reported in its Annual Report on Form 10-K for the year
ended December 31, 2007, from continuing operations to
discontinued operations.  The reclassification has no impact on
total assets, liabilities, shareholders' equity, net loss or cash
flows provided by (used in) operating, investing and financing
activities.  The consolidated financial statements for the years
ended December 31, 2007, 2006, and 2005, have been revised to
reflect in discontinued operations six facilities: Community
Hospital of Los Gatos; Garden Grove Hospital and Medical Center;
Irvine Regional Hospital and Medical Center; San Dimas Community
Hospital; USC Kenneth Norris Jr. Cancer Hospital; and USC
University Hospital, all in California.  Based on sales or current
plans to divest these hospitals, U.S. generally accepted
accounting principles require that the results of operations of
the hospitals be classified in discontinued operations on a
retroactive basis in the 2007 10-K filing and any future filings,
Tenet said.

On January 21, Tenet's Board of Directors approved amendments to
and a restatement of the Company's Restated Bylaws.  The
amendments establish a majority voting standard in non-contested
elections of directors and are effective as of January 12, 2009.
Under Section 2.7.3 of the Restated Bylaws, in elections of
directors a nominee for director will be elected to the Board if
the votes cast for such nominee's election exceed the votes cast
against such nominee's election; provided, however, that directors
will be elected by a plurality of the votes cast at any meeting of
shareholders for which (1) the Secretary of the Company receives a
notice that a shareholder has nominated a person for election to
the Board in compliance with the advance notice requirements for
shareholder nominees for director set forth in Section 2.10 of the
Bylaws and (2) such nomination has not been withdrawn by such
shareholder on or prior to the 10th day before the Company first
mails its notice of meeting for such meeting to the shareholders.
Prior to the amendment and restatement, directors were elected by
a plurality of the votes cast in all cases.

               About Tenet Healthcare Corporation

Headquartered in Dallas, Texas, Tenet Healthcare Corporation --
http://www.tenethealth.com/-- through its subsidiaries, owns and
operates acute care hospitals and related ancillary health care
businesses, which include ambulatory surgery centers and
diagnostic imaging centers.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $8.2 billion, total liabilities of $8.1 billion and
shareholders' equity about $136 million.  Tenet reported net
income of $104 million for its third quarter of 2008, compared to
a net loss of $59 million for its third quarter of 2007.  For nine
months ended Sept. 30, 2008, the company reported net income of
$58 million compared to net loss of $14 million for the same
period in the previous year.

                          *     *     *

Moody's Investors Service placed Tenet Healthcare Corporation's
senior unsecured debt rating at 'Caa1' in September 2006.  The
rating still holds to date with a stable outlook.


THOMAS MURPHY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Thomas Lee Murphy
        aka Tom Murphy
        dba Murphy Farms

        Julie Kay Murphy
        dba Murphy Farms
        48097 201st St.
        White, SD 57276

Bankruptcy Case No.: 09-40047

Chapter 11 Petition Date: February 2, 2009

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

Judge: Charles L. Nail, Jr.

Debtor's Counsel: Curt R. Ewinger, Esq.
                  PO Box 96
                  Aberdeen, SD 57402-0096
                  Tel: (605) 225-9594
                  Email: rer@ewingerlaw.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/sdb09-40047.pdf

The petition was signed by Thomas Lee Murphy and Julie Kay Murphy.


TRUMP ENTERTAINMENT: Short Loan Extension Won't Alter Moody's Ca
----------------------------------------------------------------
Moody's Investors Service said Trump Entertainment Resorts
Holdings, L.P.'s ratings, including its Ca Corporate Family Rating
and D Probability of Default Rating, are not affected by the
company's announcement that the forbearance period with its bank
lenders and senior secured second lien note holders has been
extended to February 11, 2009 from February 4, 2009.

The last rating action on Trump Entertainment Resorts Holdings,
L.P. was January 5, 2009, when the company's Probability of
Default Rating was lowered to D.

Trump Entertainment Resorts Holdings, L.P. owns and operates the
Trump Taj Mahal Casino Resort, Trump Plaza Hotel and Casino and
the Trump Marina Hotel Casino in Atlantic City, New Jersey.  Net
revenue for the latest 12-months ended September 30, 2008 was
about $954 million.


TURBO COMMANDER: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Turbo Commander, Inc.
        2900 NW 59 St.
        Fort Lauderdale, FL 33309

Bankruptcy Case No.: 09-11415

Chapter 11 Petition Date: January 28, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Robert C. Meyer, Esq.
                  2223 Coral Way
                  Miami, FL 33145
                  Tel: (305) 285-8838
                  Fax: (305) 285-8919
                  Email: meyerrobertc@cs.com

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

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

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

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


UBS AG: Moody's Downgrades Ratings on Credit Linked Notes to 'B3'
-----------------------------------------------------------------
Moody's Investors Service announced that it has downgraded its
ratings of UBS AG Fixed Rate Credit Linked Notes Series 2760.

Moody's explained that the rating action taken is the result of
(i) the application of revised and updated key modeling parameter
assumptions that Moody's uses to rate and monitor ratings of
corporate synthetic CDOs and (ii) the deterioration in the credit
quality of the transaction's reference portfolio.  The revisions
affect key parameters in Moody's model for rating corporate
synthetic CDOs: default probability, asset correlation, and other
credit indicators such as ratings reviews and outlooks.

  -- Moody's Approach to Rating Corporate Collateralized
     Synthetic Obligations (December 2008)

The rating action is:

Class Description: $10,000,000 Credit Linked Notes Series 2760 due
June 20, 2015

  -- Current Rating: B3
  -- Prior Rating: Aa3
  -- Prior Rating Date: April 15, 2005


UN-THINKABLE INC: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Un-thinkable, Inc.
        234 West 39th Street
        New York, NY 10018

Bankruptcy Case No.: 09-1039

Chapter 11 Petition Date: January 28, 2009

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

Judge: Martin Glenn

Debtor's Counsel: Lawrence F. Morrison, Esq.
                  220 East 72nd Street
                  New York, NY 10021
                  Tel: 212-861-1224
                  Email: morrlaw@aol.com

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

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

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

The petition was signed by Randi Matalon, President of the
company.


URBAN TELECOMMUNICATIONS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Urban Telecommunications, Inc.
        3318 DeLavall Avenue
        Bronx, NY 10475

Bankruptcy Case No.: 09-10487

Chapter 11 Petition Date: February 4, 2009

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

Judge: Martin Glenn

Debtor's Counsel: Anne J. Penachio, Esq.
                  Penachio Malara LLP
                  235 Main Street, Sixth Floor
                  White Plains, NY 10601
                  Tel: (914) 946-2889
                  Fax: (914) 946-2882
                  Email: apenachio@pmlawllp.com;
                  penachio.anne@gmail.com

Total Assets: $79,400

Total Debts: $1,375,731

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

            http://bankrupt.com/misc/nysb09-10487.pdf

The petition was signed by John Chichester and Donna Torres,
Principals of the company.


USHEALTH GROUP: A.M. Best Affirms "B" FS Rating on Subsidiaries
---------------------------------------------------------------
A.M. Best Co. affirmed on February 4, 2009, the financial strength
ratings of B (Fair) and issuer credit ratings of "bb" of National
Foundation Life Insurance Company (NFL) and Freedom Life Insurance
Company of America (FLICA), both subsidiaries of the USHEALTH
Group, Inc. (USHEALTH). The outlook for all ratings has been
revised to negative from stable.  All companies are domiciled in
Fort Worth, TX.

The revised outlook reflects a sizeable, adverse legal judgment
against NFL related to a non-core line of business that will be
reflected in its year-end 2008 financials. While reduced, the
group's risk-based capital position remains sufficient for its
current ratings. USHEALTH is exploring capital-raising
alternatives with outside parties, which if successful, would
bolster its capital position and provide additional flexibility.

USHEALTH also has shown considerable recent new business growth in
its core individual major medical business. A.M. Best notes the
individual major medical market has become increasingly
competitive in recent years, as larger national competitors with
numerous competitive advantages have been more active.


VALLEY BAPTIST: A.M. Best Cuts Financial Strength Rating to "B"
---------------------------------------------------------------
A.M. Best Co. downgraded on January 30, 2009, the financial
strength rating (FSR) to B (Fair) from B+ (Good) and issuer credit
rating (ICR) to "bb+" from "bbb-" of Valley Baptist Insurance
Company (VBIC) (Harlingen, TX). The outlook for both ratings has
been revised to negative from stable.

The ratings of VBIC are driven by poor capitalization as a result
of unfavorable underwriting results and membership growth, which
both pressured the capitalization of the health plan.
Capitalization, as well as profitability, improved at the end of
2008 due to the sale of the Medicare business, but in A.M. Best's
opinion, it remains low, especially for the current growth rate.

The revised outlook is due to the uncertainty VBIC experiences
being an important strategic affiliate of its parent, Valley
Baptist Health System (VBHS), providing quality care in the
Harlingen and Brownsville service areas. Several one-time items,
such as the 2008 hurricane season and current market conditions,
have influenced the financial position of VBHS, thus affecting
VBIC.

Offsetting factors include good membership growth across all
product lines, divestiture of some unprofitable accounts in late
2008 and reduced enrollment concentration. A.M. Best anticipates
operating results to normalize in the medium term but remains
concerned about the pressure the member growth will have on the
capitalization of the health plan.


VALUE CITY: Court Sets March 10 Deadline for Proofs of Claim
------------------------------------------------------------
The Bankruptcy Court overseeing Value City Holdings, Inc.'s
Chapter 11 restructuring directs that all creditors (with limited
exceptions listed in the Bar Date Order) are required to file a
completed and executed proof of claim form (conforming
substantially to Official Bankruptcy Form No. 10) on account of
any "Claim" (as defined in 11 U.S.C. Sec. 101(5)) against any of
the Debtors with arose on or prior to Oct. 26, 2008, or which
arise under section 503(b)(9) of the Bankruptcy Code on or before
March 10, 2009, or on or before April 27, 2009, for holders of
claims that are Governmental Units (as defined in 11 U.S.C. Sec.
101(27)).

Headquartered in Columbus, Ohio, Value City Holdings Inc. --
http://www.valuecity.com/-- operates a chain of department stores
in the United States.  The company and eight of its affiliates
filed for Chapter 11 protection on Oct. 26, 2008 (Bankr. S.D.N.Y.
Lead Case No. 08-14197).  John Longmire, Esq., and Lauren C.
Cohen, Esq., at Willkie Farr & Gallagher LLP, represents the
Debtors' in their restructuring efforts.  The company selected
Epiq Bankruptcy Solutions LLC as its claims, noticing and
balloting agent.  The United States Trustee for Region 2 has named
a nine-member official committee of unsecured creditors.  When the
Debtors filed for protection from their creditors, they listed
assets and debts between
$100 million and $500 million each.


VERASUN ENERGY: Obtains $280MM Bid from Valero for All Assets
-------------------------------------------------------------
VeraSun Energy Corporation filed a Bid Procedures and Sale Motion
in the United States Bankruptcy Court for the District of Delaware
seeking authority to sell substantially all of the assets of the
company and 24 of its affiliates through a court-approved sale
process.

As part of the sales process, the Company has signed an agreement
with Valero Energy Corporation to sell substantially all of its
assets relating to the VeraSun production facilities in Aurora,
South Dakota; Charles City, Fort Dodge, and Hartley, Iowa; and
Welcome, Minnesota; and a development site in Reynolds, Indiana.
The Valero purchase agreement provides for a purchase price of
$280 million, plus the value of inventory and certain pre-paid
expenses, subject to certain customary adjustments. Having entered
into the Valero agreement, the Company is now required to hold an
auction to determine if other bidders will offer more favorable
terms than Valero's bid, referred to as a "stalking horse" bid.
Under the proposed Bid Procedures, the Company is seeking to sell
all of its production facilities and operations in separate or
combined transactions. While the Company has received expressions
of interest with respect to assets other than those that are the
subject of the proposed Valero transaction, the Company has not
yet negotiated a definitive agreement to sell any other
facilities.

"Given current difficult industry conditions and continued
constrained credit markets, we believe that commencing a sale
process is in the best interest of Company stakeholders," said Don
Endres, VeraSun's Chief Executive Officer.

Through the sale process, the Company is offering for sale
substantially all of its assets, which may be generally
characterized as four distinct operating groups:

   -- The "VSE Group" consisting of production facilities subject
      To the Valero bid.

   -- The "US BioEnergy Group" consisting of production facilities
      in Central City and Ord, Nebraska; Albert City and
      Dyersville, Iowa; Hankinson, North Dakota; Janesville,
      Minnesota, and Woodbury, Michigan.

   -- The "ASA Group" consisting of production facilities in
      Albion, Nebraska, Bloomingburg, Ohio, and Linden, Indiana.

   -- The "Marion Group" consists of the production facility in
      Marion, South Dakota.

The Company believes it has sufficient liquidity to maintain its
production facilities and workforce through the anticipated
conclusion of the sale process.

"We continue to be optimistic about the long-term viability of the
renewable fuels industry," added Endres. "Ethanol is a valuable,
clean, high-octane, low-carbon fuel that is reducing America's
reliance on foreign oil, creating jobs and stimulating the
economy."

Pursuant to the proposed Bid Procedures, interested bidders must
submit qualifying bids by March 13, 2009. If qualifying bids are
received, the Company would conduct an auction on March 16, 2009
and, following Bankruptcy Court approval at a sale hearing, expect
to complete the asset sales by March 31, 2009, or early in the
second quarter, subject to regulatory and other customary closing
conditions. The initial hearing for approval of the proposed Bid
Procedures is scheduled for February 19, 2009 at 9 a.m. in
Wilmington, Delaware.

Rothschild, Inc. is serving as VeraSun's financial advisor on the
transaction and will be managing the sale process. Credit Suisse
is acting as exclusive financial advisor to Valero Energy
Corporation.

                      About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.comor http://www.VE85.com/-- produces and
markets ethanol and distillers grains. Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 31, 2008, (Bankr. D. Del. Case No. 08-12606)
Mark S. Chehi, Esq. at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor. Rothschild
Inc. is their investment banker and Sitrick & Company is their
communication agent.  The Debtors' claims noticing and balloting
agent is Kurtzman Carson Consultants LLC.  The Debtors' total
assets as of June 30, 2008, was $3,452,985,000 and their total
debts as of June 30, 2008, was $1,913,214,000.

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


VERASUN ENERGY: No. 1 Ethanol Producer Poet LLC May Bid for Assets
------------------------------------------------------------------
Mario Parker at Bloomberg News reports that Poet LLC expressed
interest in buying the shuttered distilleries of VeraSun Energy
Corporation.

"We have done some looking at the VeraSun situation.  We're
looking at others and it still remains to be seen how that will
all shake out, but we continue to keep our options open and are
looking for opportunities to acquire," Poet's CEO Jeff Broin said
in a press conference Thursday in Washington, according to
Bloomberg.

Bloomberg notes that Poet LLC is the largest U.S. producer of
ethanol and VeraSun is the second-largest ethanol maker.  Poet and
VeraSun both own plants across the U.S. Midwest, Bloomberg says.

Joseph Gomes, Jr., an analyst at Oppenheimer & Co., Inc., in New
York told Bloomberg that consolidation would be a positive for the
ethanol industry because it would allow producers to control
prices better.

As reported in today's Troubled Company Reporter, VeraSun has
filed a Bid Procedures and Sale Motion in the United States
Bankruptcy Court for the District of Delaware seeking authority to
sell substantially all of the assets of the company and 24 of its
affiliates through a court-approved sale process.  VeraSun has
signed an agreement with Valero Energy Corporation to sell
substantially all of its assets relating to the VeraSun production
facilities in Aurora, South Dakota; Charles City, Fort Dodge, and
Hartley, Iowa; and Welcome, Minnesota; and a development site in
Reynolds, Indiana.  The Valero purchase agreement provides for a
purchase price of $280 million, plus the value of inventory and
certain pre-paid expenses, subject to certain customary
adjustments.

Interested bidders must submit qualifying bids by March 13, 2009.
If qualifying bids are received, the Company would conduct an
auction on March 16, 2009 and, following Bankruptcy Court approval
at a sale hearing, expect to complete the asset sales by March 31,
2009, or early in the second quarter, subject to regulatory and
other customary closing conditions. The initial hearing for
approval of the proposed Bid Procedures is scheduled for
February 19, 2009 at 9 a.m. in Wilmington, Delaware.

Rothschild, Inc. is serving as VeraSun's financial advisor on the
transaction and will be managing the sale process. Credit Suisse
is acting as exclusive financial advisor to Valero Energy
Corporation.

                      About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.comor http://www.VE85.com/-- produces and
markets ethanol and distillers grains. Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 31, 2008, (Bankr. D. Del. Case No. 08-12606)
Mark S. Chehi, Esq. at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor. Rothschild
Inc. is their investment banker and Sitrick & Company is their
communication agent.  The Debtors' claims noticing and balloting
agent is Kurtzman Carson Consultants LLC.  The Debtors' total
assets as of June 30, 2008, was $3,452,985,000 and their total
debts as of June 30, 2008, was $1,913,214,000.

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


VERSACOLD INTERNATIONAL: S&P Keeps 'B' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said it kept its ratings,
including its 'B' long-term corporate credit rating, on Vancouver-
based Versacold International Corp. (formerly Eimskip Holdings
Inc.) on CreditWatch with developing implications, where they were
placed Nov. 6, 2008.  A CreditWatch placement of developing means
that S&P could raise, lower, or affirm the ratings.

Standard & Poor's placed the ratings on CreditWatch to reflect
both the financial uncertainty Versacold's ultimate parent, Hf.
Eimskipafelag Islands, faces and the announcement that EI has
started a formal sale process to dispose of at least 51% of its
stake in Versacold.  EI is a prominent Iceland-based corporation
with operations in freight transportation, storage, and logistics.

"We are keeping the ratings on CreditWatch as the financial
difficulty facing EI and the Versacold sale process is still in
progress," said Standard & Poor's credit analyst Greg Pau.
According to a Jan. 30, 2009, investor presentation by EI, it
expects to receive binding offers for Versacold from a
selected group of seven potential buyers in February and to
complete the decision and sale process in March.  "We expect more
clarity on the identity of the buyer, as well as its preliminary
plan on synergy, business directions, and the financing structure
of the purchase in about April and will then be in a better
position to assess the effect of the transaction on Versacold,"
Greg Pau added.

Although EI remains financially weak and burdened by a high debt
level, as of Jan. 15, 2009, the company has reached a standstill
agreement with 85% of its bondholders to postpone all due dates of
the bonds until June 30, or the sale of Versacold, whichever comes
first, and is working with the remaining bondholders toward a
similar agreement.  Standard & Poor's views these agreements as an
indication that EI's lenders would prefer an orderly sale of
Versacold and a restructuring of EI's debts to enhance recovery,
rather than an EI bankruptcy.

The ratings on Versacold reflect S&P's view that the company's
debt level is very high relative to its operating cash flow, which
S&P believes has resulted in very weak cash flow coverage and
leverage measures.  The company's existing debt was used to
finance its August 2007 acquisition by EI.  Under the current
financial structure, Versacold's credit standing is unlikely to
materially improve because its operating cash flow will only allow
moderate deleveraging in the medium term.  Excluding the one-time
fees and charges related to the arrangement of the financing
package, S&P estimate adjusted EBITDA interest coverage (adjusted
mainly for Versacold's sizable operating leases) to be about 1.6x.

EI faces financial uncertainty and heightened default risk caused
by the combination of the crisis in Iceland's financial system,
sharp economic downturn, and the company's high debt level.  The
intended Versacold sale is part of the parent's efforts to reduce
debt.  Standard & Poor's current rating on Versacold reflects the
company's stand-alone credit standing with no expectation of any
financial support from the parent.  However, S&P understands that
EI is a guarantor of Versacold's real estate lease contracts,
while Versacold's credit facilities are guaranteed by Eimskip
Tango ehf (its immediate holding company) and also secured by
Versacold's shares.  Therefore, S&P view that a default of EI
could potentially result in an event of default under the terms of
the facilities.  In such an event, the lenders could possibly
waive their claim to this guarantee, that is, choose not to
enforce it, but this could be subject to the agreement of the
trustee in bankruptcy at EI. Regardless, S&P believes an overall
restructuring consideration comes into play.

EI has indicated it expects the Versacold sale process to be
completed by the end of March 2009, although its success is by no
means certain and a delay is possible.  Standard & Poor's rating
decision at that time will depend on a number of factors.  First,
there is a change-of-control provision within the credit
facilities and a sale will likely result in Versacold having what
S&P see as a less aggressive capital structure.  S&P's rating
assessment in this scenario would consider the acquirer's credit
standing, as well as Versacold's business operational and
financial strategy after the acquisition, and could lead to an
upgrade.  Second, EI could default and then overall restructuring
discussions would begin.  S&P believes that the current security
and guarantee structure protects Versacold's lenders from
consolidation, and it is likely that the sales process would
continue.  It is also possible that the parties will agree to a
sale of EI's ownership interest without affecting Versacold's
current capital structure; under this scenario S&P would likely
affirm the ratings on the company.  Third, EI could default and
the lenders could accelerate.  Under this scenario, the rating
outcome would depend on whether or not all interest payments were
maintained.  Regardless of the ultimate outcome, under any
scenario where EI defaults, S&P would likely lower the corporate
credit rating on Versacold to 'CCC' and keep all the ratings on
CreditWatch until Standard & Poor's has more certainty about the
overall restructuring process.


VISTEON CORP: To Release 2008 Earnings Results on Feb. 25
---------------------------------------------------------
Visteon Corporation will release its fourth-quarter and full-year
2008 financial results at 7 a.m. EST on February 25, via PR
Newswire.  At 9 a.m. EST, a conference call is scheduled to
discuss the results in further detail, as well as other related
matters.

Dial-in numbers: U.S./Canada: 888-452-7086;
                 International: 706-643-3752

Call in roughly 10 minutes prior to the start of the conference.

Those in the United States interested in hearing a replay of the
conference should call 800-642-1687; international callers should
dial 706-645-9291. The pass code to access the replay is 81288246
(domestic and international). The replay will be available for one
week.

Visteon will provide a broadcast of the quarterly meeting for the
general public via a live audio webcast. The conference call,
along with the financial results release, presentation material
and other supplemental information, can be accessed through
Visteon's Web site at http://www.visteon.com/

                    Bankruptcy Filing Imminent

Speculations of a bankruptcy filing abound at Visteon.  As
reported by the Troubled Company Reporter, citing The Wall Street
Journal, the embattled autoparts maker has reportedly brought in
Kirkland & Ellis LLP as bankruptcy counsel and Rothschild Inc. as
financial adviser to prepare for a possible bankruptcy filing.
According to the Journal's John D. Stoll and Jeffrey McCracken,
people familiar with the matter said that Visteon and its advisers
are studying whether it should file for bankruptcy pre-emptively
to conserve its cash.

According to WSJ, a person familiar with the matter said that
Visteon's probability of filing for bankruptcy is "about 65% to
70%," mainly depending of on the outcome of high-levels talks with
Ford Motor Co.  Visteon is one of Ford Motor's biggest parts
suppliers.  WSJ said a bankruptcy filing by Visteon could affect
Ford Motor.  Visteon, in bankruptcy protection, might be able to
reject and renegotiate parts contracts with Ford Motor that it
felt were nonprofitable, according to the report.  Visteon, WSJ
also said, might be able to evade or beat back any concessions
that Ford Motor demands from its suppliers.  Visteon also supplies
parts to General Motors Corp., Chrysler LLC, Nissan Motor Co., and
BMW AG.

The TCR reported that Kimberly S. Johnson at The Associated Press
said Ford Motor wouldn't come to the aid of one of its main parts
dealers.  The AP quoted Ford CEO Alan Mulally as saying, "Visteon
and Ford are clearly in a different place."  According to AP, Mr.
Mulally said Visteon supplies parts to other auto companies as
well and "they have really diversified their portfolio."

The AP noted that Ford Motor has taken over plants that Visteon
has failed to sell.  Ford Motor, according to AP, hired back
workers and helped pay retiree benefits.  According to AP, Visteon
is in danger of being delisted from the New York Stock Exchange.
The AP related that Visteon failed to meet a
$75 million minimum market capitalization.

                     Preliminary Earnings Data

Visteon said in January that product sales for fourth quarter 2008
are likely to be $1.55 billion, while full year 2008 sales are
estimated at $9.1 billion.  Roughly 22% of total fourth quarter
product sales were in North America, with 37% in Europe and 35% in
Asia-Pacific.  The reduction in fourth quarter sales compared with
a year ago is largely attributable to significantly lower vehicle
production by Visteon's global customers.

Visteon has said it continues to win new business with a broad
spectrum of customers across all regions, a reflection of the
company's significant global footprint and breadth of innovative
products.  New business wins in 2008 were about $650 million.

Visteon also has said year-end 2008 cash balances were
$1.18 billion, which include $75 million drawn under the company's
principal U.S. credit line. Visteon's debt balances at year-end
2008 were approximately $2.76 billion and include
$92 million for the non-cash impact of on-balance sheet accounting
treatment for the Europe securitization facility, which was
amended in fourth quarter 2008.

On January 28, Visteon drew $30 million under its Credit
Agreement, dated as of August 14, 2006, with 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.  The facility provides for up to
$350 million in secured revolving loans.  As reported by the TCR,
the borrowing bears interest at a rate per annum of 200 basis
points over LIBOR -- roughly 1.2% at date of borrowing -- and is
due April 28, 2009.  Visteon 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 that time.

                  Restructuring and Other Actions

Visteon also has completed its three-year improvement plan at a
lower cost and with greater savings than originally planned.
Recent actions taken at two Western European manufacturing
locations bring to 30 the total number of facilities addressed.
As of Dec. 31, 2008, $68 million was available in the escrow
account to fund future restructuring actions.

Visteon said it continues to take other aggressive actions in
light of the current vehicle production environment. The company
is on track to complete, by the end of first quarter 2009, the
reduction of 800 salaried employees globally, announced in October
2008.  This action will generate an estimated per annum savings of
$60 million once completed.

For the month January 2009, Visteon adopted a four-day workweek
schedule for about 2,000 salaried employees at its Van Buren
Township and Plymouth, Mich., facilities commensurate with a 20%
reduction in base salaries.  This action will be reassessed based
on future market conditions.

Visteon is also decreasing the base salaries of certain of its
salaried employees. The amount of the decrease will range up to
10% depending on each employee's organizational level and
location.  The salary decreases became effective beginning
February 1, 2009, through June 30, 2009, at which time the Company
will review whether to continue such program.

Specific reductions for certain senior executives are:

   -- a 10% reduction for Donald J. Stebbins, Chairman,
      President and Chief Executive Officer;

   -- a 7.5% reduction for William G. Quigley III,
      Executive Vice President and Chief Financial
      Officer; and

   -- a 7.5% reduction for John Donofrio, Senior Vice
      President and General Counsel.

As reported by the TCR, the Pension Benefit Guaranty Corporation
on January 5, 2009, signed an agreement with Visteon to provide
additional protection for the pension plan covering more than
5,300 former employees of the automotive supplier at now-shuttered
facilities in Connersville and Bedford, Indiana.  Visteon will
accelerate a $10.5 million cash contribution to the plan, provide
a $15 million letter of credit, and provide for a guaranty by
certain affiliates of certain contingent pension obligations of up
to $30 million.

The company also has implemented other actions to reduce costs
including the suspension of 401(k) matching contributions and 2009
salary increases, the elimination of certain benefit programs, and
a reduction in new hiring.  Additional actions are being taken to
reduce capital expenditures, working capital and non-personnel
expenses.

                       About Visteon Corp.

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 has corporate offices in
Van Buren Township, Mich. (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 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.


WESTERN PIPELINE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Western Pipeline, Inc.
        6151 Garfield Ave
        Sacramento, CA 95841

Bankruptcy Case No.: 09-21792

Type of Business: The Debtor is in the construction business.

Chapter 11 Petition Date: February 3, 2009

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Robert S. Bardwil

Debtor's Counsel: Donald W. Fitzgerald, Esq.
                  400 Capitol Mall #1450
                  Sacramento, CA 95814-4434
                  Tel: (916) 329-7400

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 Tammy Morgan, President of the company.


WOOD HOLLOW: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Wood Hollow Partners, LTD
        c/o DAWBRA, LLC
        Suite 600, Box 295
        9803 Spring Cypress
        Houston, TX 77070

Bankruptcy Case No.: 09-30817

Type of Business: The company is a single asset real estate
debtor.

Chapter 11 Petition Date: February 2, 2009

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

Judge: Letitia Z. Clark

Debtor's Counsels: Marjorie A Payne Britt, Esq.
                   Michael Louis Catrett, Esq.
                   Attorneys at Law
                   4615 SW Fwy, Ste. 500
                   Houston, TX 77027
                   Tel: (713) 666-0807
                   Fax: (713) 355-8382
                   Email: brittefile@aol.com
                   Email: mlcatrett@sbcglobal.net

Estimated Assets: $0 to $50,000

Estimated Debts: $0 to $50,000

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

The petition was signed by Diane Jacob, Managing Agent the
company.


WORKSTREAM INC: $4.4MM Deficit at Nov. 30; Affirms Liquidity
------------------------------------------------------------
Workstream Inc. reported $24.5 million in total assets and
$29.0 million in total liabilities, resulting in $4.4 million in
stockholders' deficiency as of November 30, 2008.  The company's
balance sheet also shows strained liquidity with $8.6 million in
total current assets -- including $883,561 in cash and cash
equivalents and $322,920 in restricted cash -- to satisfy
$9.7 million in total current liabilities.

Workstream reported $1.3 million in net loss on $4.5 million net
revenues for the three months ended November 30, 2008.  This is
compared to a net income of $782,411 on $6.1 million net revenues
for the same period in 2007.

Workstream disclosed that it has had operating losses since
inception, and during fiscal 2009, it had an operating loss of
roughly $3,247,000 and cash used in operating activities of
roughly $2,396,000.  Cash and cash equivalents, restricted cash
and short-term investments on hand as of November 30, 2008,
totaled roughly $1,265,000.  Workstream said these trends raise
concerns about the sufficiency of the Company's liquidity levels
to be able to support its operations in the near term.

Notwithstanding, due to significant reductions in operating
expenses in the fourth quarter of fiscal 2008, October 2008 and
again in January 2009, management believes the current liquidity
will be sufficient to meet Workstream's anticipated working
capital and capital expenditure requirements.

Workstream said the current operating loss was the result of
current economic conditions and is a reflection of the overall
health of the economy as a whole.  As it relates to the Career
Networks segment of the business, management believes that the
career transition services will gain strength in this type of
economy as it has in the past.   Based on an analysis of
Workstream's current contracts, forecasted new business, the
Company's current backlog and current expense level, management
believes the Company will meet its cash flow needs for the
remainder of fiscal 2009.

If the measures fall short, management will consider additional
cost savings measures, including cutting back product development
initiatives and further reducing general and administrative
expenses and reducing sales and marketing expenditures.  While
there are no assurances that the Company will be successful in
meeting its cash flow requirements, management is confident that,
if necessary, there are other alternatives available to fund
operations and meet cash requirements during fiscal 2009.

While management believes that the anticipated improvement in
operating cash flows together with current cash reserves will be
sufficient to meet working capital and capital expenditure
requirements through at least May 31, 2009, Workstream said it is
exploring other alternatives to assist in the funding of the
business.  Workstream has actively engaged an investment bank to
value and divest 6Figuresjobs.com.  The move is designed to infuse
the Company with cash, as well as to reduce the senior secured
notes payable.  Pursuant to the terms of Workstream's aggregate
$19 million notes, Workstream is to receive 25% of any proceeds
from the sale of any assets and the senior secured note holders
are to receive 75% of any proceeds.  Workstream is continuing to
consider other opportunities to raise capital and align the
Company's business operations with its strategic focus.

Meanwhile, Jay Markell resigned as Workstream's Chief Financial
Officer effective as of January 16, 2008.  In connection with Mr.
Markell's resignation, the Company and Mr. Markell entered into a
Separation Agreement. On January 16, 2009, the Company and Mr.
Markell amended the Separation Agreement to extend the effective
date of Mr. Markell's resignation to the close of business on the
date on which the Company's Quarterly Report on Form 10-Q for the
quarter ended November 31, 2008 is filed.  The Separation
Agreement was also amended to provide that the severance payments
to be made to Mr. Markell began January 30, 2009.  No other
amendments were made to the Separation Agreement.

Headquartered in Ontario, Canada, Workstream, Inc (NASDAQ:WSTM) --
http://www.workstreaminc.com/-- provides on-demand compensation,
performance and talent management solutions and services that help
companies manage the entire employee lifecycle -- from recruitment
to retirement.  Workstream's TalentCenter provides a unified view
of all Workstream products and services including Recruitment,
Performance, Compensation, Development and
Transition.  Access to TalentCenter is offered on a monthly
subscription basis under an on-demand software delivery model
to help companies build high performing workforces, while
controlling costs. With offices across North America, Workstream
services customers including Chevron, The Gap, Home Depot, Kaiser
Permanente, Motorola, Nordstrom, VISA and Wells Fargo.


WORKSTREAM INC: Feb. 18 Deadline to Comply with Nasdaq Looms
------------------------------------------------------------
Workstream Inc. said it has until at least February 18, 2009, to
regain compliance with the $1.00 minimum bid price requirements at
The NASDAQ Capital Market.

On November 20, 2007, the Company received a letter from NASDAQ
notifying the Company that for 30 consecutive trading days prior
to the date of the letter, the minimum bid price per share of the
Company's listed securities had been below the minimum bid price
per share of $1.00 as required for continued inclusion on the
NASDAQ Capital Market. On May 20, 2008, Workstream received a
notice from NASDAQ that provided the Company an additional 180
calendar day compliance period, or until November 17, 2008, to
regain compliance.  However, on October 16, 2008, the NASDAQ
announced that, effective immediately, it was suspending the
enforcement of the rules requiring a minimum $1.00 closing bid
price. The suspension remains in effect and, as a result,

Workstream common stock currently trades on the NASDAQ Capital
Market and the Boston Stock Exchange.  At January 20, 2009, the
shares were trading at $0.04 per share.  The shares closed at
$0.08 a share on February 6, according to data from Yahoo!
Finance.

Workstream said, "If our common shares are delisted from the
NASDAQ Capital Market, there may be a limited market for our
shares, trading our stock may become more difficult and our share
price could decrease even further.  If our common shares are not
listed on a national securities exchange or the NASDAQ Capital
Market, potential investors may be prohibited from or be less
likely to purchase our common shares, limiting the trading market
for our stock even further.  In addition, the delisting of our
common shares will be an event of default under our secured
promissory notes requiring a waiver from our holders. There can be
no assurance such waiver will be granted."

Headquartered in Ontario, Canada, Workstream, Inc (NASDAQ:WSTM) --
http://www.workstreaminc.com/-- provides on-demand compensation,
performance and talent management solutions and services that
help companies manage the entire employee lifecycle - from
recruitment to retirement.  Workstream's TalentCenter provides a
unified view of all Workstream products and services including
Recruitment, Performance, Compensation, Development and
Transition.  Access to TalentCenter is offered on a monthly
subscription basis under an on-demand software delivery model
to help companies build high performing workforces, while
controlling costs. With offices across North America, Workstream
services customers including Chevron, The Gap, Home Depot, Kaiser
Permanente, Motorola, Nordstrom, VISA and Wells Fargo.


YRC WORLDWIDE: Barclays Reports 9% Stake; Tontine Dumps Shares
--------------------------------------------------------------
John Mcgahan, principal at Barclays Global Investors N.A.,
disclosed in a filing with the Securities and Exchange Commission
that Barclays and related entities hold 9.11% of the total
outstanding shares of YRC Worldwide Inc. common stock as of
February 6, 2009.  The shares are held at Barclays Global
Investors Australia Limited, Barclays Global Investors Canada
Limited, Barclays Global Investors (Deutschland) AG, Barclays
Global Investors Japan Limited, Barclays Global Investors Limited,
and Barclays Global Fund Advisors.

Meanwhile, Jeffrey L. Gendell -- individually, and as managing
member of Tontine Capital Management, L.L.C., general partner of
Tontine Capital Partners, L.P. and as managing member of Tontine
Overseas Associates, L.L.C. -- disclosed that Tontine no longer
holds  shares of YRC common stock as of January 23, 2009.  Tontine
did not provide details regarding the disposition of the YRC
shares.

Keith Lovetro, President of YRC Regional Trans, said he may be
deemed to directly own 25,913 YRC shares as of February 6.  YRC
granted Mr. Lovetro the right to receive shares of common stock,
called restricted stock units, pursuant to a long-term incentive
plan.  Mr. Lovetro will receive one share of the common stock for
each vested restricted stock unit.  The restricted stock units
vest on the third anniversary of the date of grant, subject to
certain other conditions. The grant date was October 24, 2007 for
13,123 restricted stock units and February 20, 2008 for 12,790
restricted stock units.

Mr. Lovetro also holds options to acquire 4,000 YRC shares at
$18.82 a share as conversion price.  The option vests in three
equal annual installments beginning January 1, 2009.  The options
expire May 15, 2018.

                     About YRC Worldwide Inc.

Headquartered in Overland Park, Kansas, YRC Worldwide Inc. --
http://www.yrcw.com/-- a Fortune 500 company and one of the
largest transportation service providers in the world, is the
holding company for a portfolio of brands including Yellow
Transportation, Roadway, Reimer Express, YRC Logistics, New Penn,
USF Holland, USF Reddaway, and USF Glen Moore.  The enterprise
provides global transportation services, transportation management
solutions and logistics management.  The portfolio of brands
represents a comprehensive array of services for the shipment of
industrial, commercial and retail goods domestically and
internationally.  YRC Worldwide employs approximately 58,000
people.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 9, 2009,
Standard & Poor's Ratings Services revised the implications of its
CreditWatch review of YRC Worldwide Inc. (CC/Watch Dev/--) to
developing from negative.  The revision follows news of the
Overland Park, Kansas-based trucking company's terminated debt
tender offer and negotiations with its bank group to modify terms
on its revolving credit and asset backed securitization
facilities.

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 roughly $101 million of proceeds and
expects to receive roughly $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 until February 17.  The company is in
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.


* S&P Says Rise in 'B-' & 'CCC' Ratings to Increase Defaults
------------------------------------------------------------
The mix of investment-grade and speculative-grade entities ended
2008 at close to an even split, said an article published by
Standard & Poor's.  The article, which is titled " U.S. Ratings
Distribution: Distribution Primed For Default (Premium)," says
that for 2008, speculative-grade ratings constituted 49.8% of the
rated universe, down from 51.3% at the end of 2007.

The number and share of speculative-grade ratings declined during
the year, as approximately 4% defaulted, 9% had ratings withdrawn,
and the pace of new speculative-grade ratings slowed
substantially.  The ratings mix within speculative-grade also
weakened, with the percentage rated 'CCC' or below rising to 9.9%
from 4.4% in 2007 and 'B-' rising to 13.8% from 10.4% in 2007.
Close to 70% of all speculative-grade ratings are 'B+' or below,
and 24% are rated 'B-' or below.  "We expect that the glut of
'B-' and lower ratings will feed the default rate in 2009, which
S&P forecasts will reach 13.9% for the year," said Diane Vazza,
head of Standard & Poor's Global Fixed Income Research Group.

The number of high-yield firms decreased to 1,503 in December from
1,615 at the end of 2007.  Among speculative-grade issuers as of
Dec. 31, 2008, firms rated 'BB+' to 'BB-' accounted for only
32.06%, while firms rated 'B+', 'B', 'B-', and 'CCC' or lower
accounted for 20.49%, 23.8%%, 13.7%, and 9.84%, respectively.  The
number of 'B-' or below rated issuers is at its highest level, at
355 issuers (23.6% of the speculative-grade population).  "The
number of issuers with a weak credit profile -- combined with a
recessionary economic environment -- should continue to lift the
default rate in the next year," Ms. Vazza added.


* Treasury Mulls Partnership With Private Cos. to Help Out Banks
----------------------------------------------------------------
Treasury Secretary Timothy Geithner is considering a partnership
with the private sector in buying banks' troubled assets, Deborah
Solomon and Damian Paletta at The Wall Street Journal report,
citing people familiar with the matter.

The government has already committed $350 billion of the $700
billion financial-sector bailout fund that the Congress approved
last year, according to WSJ.


The Obama administration, WSJ says, seeks to come up with a
"comprehensive" approach to replace the ad hoc initiatives of the
previous administration in the financial bailout plan.  The new
plan is expected to address defaulting loans and rotten assets
that are shaking confidence in banks, which are the root causes of
the financial crisis.

WSJ relates that while the "aggregator bank" would receive some
money from the $700 billion financial-sector bailout fund, most of
the financing would come from private companies, which would buy
mortgage-backed securities and other troubled assets.  Those
private firms, WSJ says, could get the benefits if the assets they
purchased eventually rise in value.

WSJ states that the idea hasn't been included in the final bailout
plan.

According to WSJ, Mr. Geithner's bailout plan has these main
components:

     -- fresh equity injections into banks;

     -- new programs to help struggling homeowners;

     -- an expansion of a Federal Reserve program designed to
        jump start consumer lending; and,

     -- a mechanism to allow banks to dump their bad assets.

WSJ says that the government had discussed buying assets directly
from troubled banks, but the costs and complexities involved with
the plan largely hindered that effort.  According to the report,
the banks would benefit at the expense of taxpayers if the
government pays too high a price, but would be forced to take
further write-downs associated with those assets, increasing their
financial woes, if the government pays too low a price.

WSJ reports that people within the administration find the
government and private sector tie up beneficial because it would
let asset prices to be set by the market instead of the
government.

Jess Bravin at WSJ reports that President Barack Obama's economic
adviser Lawrence Summers said that the administration would delay
unveiling the new bank bailout plan until Tuesday to keep the
focus on the stimulus package being considered by the Congress.

WSJ relates that the House passed a stimulus bill with
overwhelming support from Democrats and without a single vote from
the Republicans.  According to WSJ, the Democrats in the senate
need at least two Republican votes to avoid a "filibuster."  The
report states that the Democrats took out some spending measures
and lessened proposed tax cuts in the Senate version of the bill
to win the support of three Republicans.


* BOND PRICING -- Week from Feb. 2 to Feb. 6, 2009
--------------------------------------------------

  Company               Coupon      Maturity    Bid Price
  -------               ------      --------    ---------
155 E TROPICANA           8.75%     4/1/2012        42.75
ABITIBI-CONS FIN         7.875%     8/1/2009        71.50
ACE CASH EXPRESS         10.25%    10/1/2014        18.63
ADVANTA CAP TR            8.99%   12/17/2026         5.50
AFFINITY GROUP               9%    2/15/2012        45.00
AFFINITY GROUP               9%    2/15/2012        45.63
AHERN RENTALS             9.25%    8/15/2013        28.22
ALABAMA POWER              5.5%    10/1/2042        48.88
ALERIS INTL INC             10%   12/15/2016         3.34
ALLIED CAP CORP              6%     4/1/2012        33.25
ALLIED CAP CORP          6.625%    7/15/2011        45.00
AMD                       5.75%    8/15/2012        37.75
AMD                       7.75%    11/1/2012        37.00
AMER AXLE & MFG           5.25%    2/11/2014        22.43
AMER AXLE & MFG          7.875%     3/1/2017        20.50
AMER CAP STRATEG          6.85%     8/1/2012        34.50
AMER GENL FIN             3.45%    4/15/2010        48.00
AMER GENL FIN            3.875%    10/1/2009        86.00
AMER GENL FIN                4%   11/15/2009        85.00
AMER GENL FIN                4%   12/15/2009        77.16
AMER GENL FIN            4.125%    1/15/2010        75.28
AMER GENL FIN              4.5%    3/15/2010        72.05
AMER GENL FIN              4.6%   11/15/2009        79.48
AMER GENL FIN            4.625%     9/1/2010        60.75
AMER GENL FIN              4.7%   12/15/2009        77.62
AMER GENL FIN             4.75%    4/15/2010        70.50
AMER GENL FIN            4.875%    5/15/2010        72.75
AMER GENL FIN            4.875%    7/15/2012        47.00
AMER GENL FIN              4.9%   12/15/2009        82.58
AMER GENL FIN                5%    1/15/2010        65.00
AMER GENL FIN            5.375%     9/1/2009        88.50
AMER GENL FIN            5.375%    10/1/2012        43.02
AMER MEDIA OPER          8.875%    1/15/2011        30.00
AMER MEDIA OPER          10.25%     5/1/2009        35.00
AMES TRUE TEMPER            10%    7/15/2012        35.50
AMR CORP                 10.13%    6/15/2011        47.75
AMR CORP                  10.4%    3/10/2011        42.50
AMR CORP                 10.42%    3/15/2011        60.00
AMR CORP                 10.45%    3/10/2011        60.00
ANTHRACITE CAP           11.75%     9/1/2027        29.53
ANTIGENICS                5.25%     2/1/2025        24.32
APPLETON PAPERS           9.75%    6/15/2014        22.50
ARCO CHEMICAL CO           9.8%     2/1/2020        15.50
ARCO CHEMICAL CO         10.25%    11/1/2010        15.50
ARVIN INDUSTRIES         7.125%    3/15/2009        96.50
ARVINMERITOR              8.75%     3/1/2012        44.50
ASARCO INC               7.875%    4/15/2013        23.50
ASHTON WOODS USA           9.5%    10/1/2015        19.50
ASSURED GUARANTY           6.4%   12/15/2066        12.25
ATHEROGENICS INC           1.5%     2/1/2012        11.25
ATHEROGENICS INC           4.5%     9/1/2008         8.25
ATHEROGENICS INC           4.5%     3/1/2011         8.50
AVENTINE RENEW              10%     4/1/2017        17.00
AVIS BUDGET CAR          7.625%    5/15/2014        33.00
BANK NEW ENGLAND          8.75%     4/1/1999         5.13
BANK NEW ENGLAND         9.875%    9/15/1999         5.38
BANKUNITED CAP           3.125%     3/1/2034         9.38
BARRINGTON BROAD          10.5%    8/15/2014        10.50
BEAZER HOMES USA         4.625%    6/15/2024        40.00
BEAZER HOMES USA         8.375%    4/15/2012        42.00
BEAZER HOMES USA         8.625%    5/15/2011        52.00
BELL MICROPRODUC          3.75%     3/5/2024        18.00
BELL MICROPRODUC          3.75%     3/5/2024        15.63
BON-TON DEPT STR         10.25%    3/15/2014        13.50
BON-TON DEPT STR         10.25%    3/15/2014        14.88
BORDEN INC               7.875%    2/15/2023         1.10
BORDEN INC               8.375%    4/15/2016         4.25
BORDEN INC                 9.2%    3/15/2021         1.75
BOWATER INC                6.5%    6/15/2013        20.50
BOWATER INC                  9%     8/1/2009        30.50
BOWATER INC              9.375%   12/15/2021        21.00
BOWATER INC                9.5%   10/15/2012        18.50
BRODER BROS CO           11.25%   10/15/2010        25.00
BRUNSWICK CORP               5%     6/1/2011        48.91
BUFFALO THUNDER          9.375%   12/15/2014         7.75
BURLINGTON COAT         11.125%    4/15/2014        31.00
CALLON PETROLEUM          9.75%    12/8/2010        51.50
CAPMARK FINL GRP         5.875%    5/10/2012        37.00
CARAUSTAR INDS            7.25%     5/1/2010        56.50
CARAUSTAR INDS           7.375%     6/1/2009        52.75
CCH I LLC                 9.92%     4/1/2014         4.52
CCH I LLC                   10%    5/15/2014        28.50
CCH I LLC                   10%    5/15/2014         3.97
CCH I LLC               11.125%    1/15/2014         2.50
CCH I LLC               12.125%    1/15/2015         1.98
CCH I LLC                 13.5%    1/15/2014         4.00
CCH I/CCH I CP              11%    10/1/2015        19.75
CCH I/CCH I CP              11%    10/1/2015        16.50
CCH I/CCH I CP              11%    10/1/2015        19.75
CCH I/CCH I CP              11%    10/1/2015        12.50
CCH II/CCH II CP         10.25%    9/15/2010        52.31
CCH II/CCH II CP         10.25%    9/15/2010        54.50
CELL GENESYS INC         3.125%    11/1/2011        40.00
CHAMPION ENTERPR          2.75%    11/1/2037        12.75
CHAMPION ENTERPR         7.625%    5/15/2009        87.50
CHAPARRAL ENERGY           8.5%    12/1/2015        22.00
CHAPARRAL ENERGY         8.875%     2/1/2017        22.00
CHARTER COMM HLD         9.625%   11/15/2009        79.98
CHARTER COMM HLD            10%     4/1/2009        92.88
CHARTER COMM HLD            10%    5/15/2011        12.98
CHARTER COMM HLD         10.75%    10/1/2009        11.93
CHARTER COMM HLD        11.125%    1/15/2011         5.06
CHARTER COMM HLD         11.75%    5/15/2011         2.00
CHARTER COMM HLD        12.125%    1/15/2012         2.25
CHARTER COMM HLD          13.5%    1/15/2011         2.25
CHARTER COMM INC           6.5%    10/1/2027         3.50
CHENIERE ENERGY           2.25%     8/1/2012        16.50
CIRCUS CIRCUS            7.625%    7/15/2013        34.50
CITADEL BROADCAS             4%    2/15/2011        40.25
CITIGROUP INC            3.625%     2/9/2009       100.00
CLAIRE'S STORES           9.25%     6/1/2015        24.00
CLAIRE'S STORES           10.5%     6/1/2017        19.00
CLEAR CHANNEL              4.4%    5/15/2011        23.50
CLEAR CHANNEL              4.5%    1/15/2010        59.50
CLEAR CHANNEL              4.9%    5/15/2015        17.25
CLEAR CHANNEL                5%    3/15/2012        23.03
CLEAR CHANNEL              5.5%    9/15/2014        11.25
CLEAR CHANNEL              5.5%   12/15/2016        19.08
CLEAR CHANNEL             5.75%    1/15/2013        14.50
CLEAR CHANNEL             6.25%    3/15/2011        35.48
CLEAR CHANNEL            6.875%    6/15/2018        15.00
CLEAR CHANNEL             7.25%   10/15/2027        18.30
CLEAR CHANNEL             7.65%    9/15/2010        64.00
CLEAR CHANNEL            10.75%     8/1/2016        19.25
CMP SUSQUEHANNA          9.875%    5/15/2014         4.13
COEUR D'ALENE             1.25%    1/15/2024        33.00
COEUR D'ALENE             3.25%    3/15/2028        35.00
COLONIAL BANK                8%    3/15/2009        91.75
COMPUCREDIT              3.625%    5/30/2025        29.00
CONEXANT SYSTEMS             4%     3/1/2026        43.03
CONSTAR INTL                11%    12/1/2012         4.00
COOPER-STANDARD          8.375%   12/15/2014        19.00
CREDENCE SYSTEM            3.5%    5/15/2010        25.00
CYMER INC                  3.5%    2/15/2009        99.75
DAE AVIATION             11.25%     8/1/2015        34.63
DAYTON SUPERIOR             13%    6/15/2009        85.00
DECODE GENETICS            3.5%    4/15/2011         5.00
DECODE GENETICS            3.5%    4/15/2011         6.00
DELPHI CORP                6.5%    8/15/2013         2.50
DELPHI CORP               8.25%   10/15/2033         0.00
DEVELOPERS DIVER           3.5%    8/15/2011        45.63
DEVELOPERS DIVER           3.5%    8/15/2011        44.69
DEX MEDIA INC                8%   11/15/2013        12.49
DEX MEDIA WEST           5.875%   11/15/2011        37.38
DEX MEDIA WEST             8.5%    8/15/2010        59.63
DEX MEDIA WEST             8.5%    8/15/2010        63.00
DEX MEDIA WEST           9.875%    8/15/2013        28.44
DOLLAR GENERAL           8.625%    6/15/2010        65.75
DOWNSTREAM DEVEL          15.5%    10/4/2016        43.38
DRIVETIME AUTO           11.25%     7/1/2013        42.88
DUANE READE INC           9.75%     8/1/2011        56.50
DUNE ENERGY INC           10.5%     6/1/2012        35.50
ENERGY PARTNERS           9.75%    4/15/2014        32.00
EOP OPERATING LP             7%    7/15/2011        38.93
EPIX MEDICAL INC             3%    6/15/2024        35.25
FGIC CORP                    6%    1/15/2034         9.63
FIBERTOWER CORP              9%   11/15/2012        22.75
FINISAR CORP               2.5%   10/15/2010        52.38
FINLAY FINE JWLY         8.375%     6/1/2012         7.96
FIRST DATA CORP            4.5%    6/15/2010        55.00
FIRST DATA CORP            4.7%     8/1/2013        25.12
FLOTEK INDS               5.25%    2/15/2028        31.00
FONTAINEBLEAU LA            11%    6/15/2015         9.63
FORD HOLDINGS              9.3%     3/1/2030        18.00
FORD HOLDINGS            9.375%     3/1/2020        22.00
FORD MOTOR CO              6.5%     8/1/2018        15.50
FORD MOTOR CO            6.625%    2/15/2028        18.91
FORD MOTOR CO            6.625%    10/1/2028        17.01
FORD MOTOR CO            7.125%   11/15/2025        20.00
FORD MOTOR CO              7.4%    11/1/2046        14.50
FORD MOTOR CO              7.5%     8/1/2026        18.54
FORD MOTOR CO              7.7%    5/15/2097        15.75
FORD MOTOR CO             7.75%    6/15/2043        17.00
FORD MOTOR CO            8.875%    1/15/2022        19.00
FORD MOTOR CO              8.9%    1/15/2032        19.47
FORD MOTOR CO            9.215%    9/15/2021        19.00
FORD MOTOR CO              9.5%    9/15/2011        35.78
FORD MOTOR CO             9.95%    2/15/2032        16.00
FORD MOTOR CO             9.98%    2/15/2047        22.63
FORD MOTOR CRED            4.3%    3/20/2009        96.00
FORD MOTOR CRED           4.35%    2/20/2009        99.10
FORD MOTOR CRED            4.4%    3/20/2009        96.00
FORD MOTOR CRED            4.5%    2/20/2009        99.00
FORD MOTOR CRED            4.5%    3/20/2009        94.50
FORD MOTOR CRED           4.75%    4/20/2009        61.41
FORD MOTOR CRED              5%    8/20/2009        83.00
FORD MOTOR CRED              5%    1/20/2011        50.53
FORD MOTOR CRED              5%    2/22/2011        48.00
FORD MOTOR CRED           5.05%    9/21/2009        85.00
FORD MOTOR CRED            5.1%   11/20/2009        76.00
FORD MOTOR CRED            5.1%    2/22/2011        54.00
FORD MOTOR CRED           5.15%    1/20/2011        50.11
FORD MOTOR CRED            5.2%    3/21/2011        48.10
FORD MOTOR CRED            5.2%    3/21/2011        48.00
FORD MOTOR CRED           5.25%    1/20/2010        77.00
FORD MOTOR CRED           5.25%    2/22/2011        48.14
FORD MOTOR CRED           5.25%    3/21/2011        48.00
FORD MOTOR CRED           5.25%    9/20/2011        42.00
FORD MOTOR CRED            5.3%    4/20/2011        31.76
FORD MOTOR CRED           5.35%    2/22/2011        45.00
FORD MOTOR CRED            5.4%    6/22/2009        88.50
FORD MOTOR CRED            5.4%    1/20/2011        51.13
FORD MOTOR CRED            5.4%    9/20/2011        47.50
FORD MOTOR CRED            5.4%   10/20/2011        42.00
FORD MOTOR CRED           5.45%    6/21/2010        58.00
FORD MOTOR CRED           5.45%    4/20/2011        47.43
FORD MOTOR CRED           5.45%   10/20/2011        43.86
FORD MOTOR CRED            5.5%    6/22/2009        86.50
FORD MOTOR CRED            5.5%    2/22/2010        66.00
FORD MOTOR CRED            5.5%    2/22/2010        65.19
FORD MOTOR CRED            5.5%    4/20/2011        53.00
FORD MOTOR CRED            5.5%    9/20/2011        32.50
FORD MOTOR CRED           5.55%    6/21/2010        62.25
FORD MOTOR CRED           5.55%    8/22/2011        42.00
FORD MOTOR CRED           5.55%    9/20/2011        30.04
FORD MOTOR CRED            5.6%    4/20/2011        40.00
FORD MOTOR CRED            5.6%    8/22/2011        21.01
FORD MOTOR CRED            5.6%   11/21/2011        44.00
FORD MOTOR CRED            5.6%   11/21/2011        43.09
FORD MOTOR CRED           5.65%   12/20/2010        50.00
FORD MOTOR CRED           5.65%    5/20/2011        25.00
FORD MOTOR CRED           5.65%    7/20/2011        47.00
FORD MOTOR CRED           5.65%   11/21/2011        47.03
FORD MOTOR CRED           5.65%   12/20/2011        44.00
FORD MOTOR CRED           5.65%    1/21/2014        27.00
FORD MOTOR CRED            5.7%    3/22/2010        57.80
FORD MOTOR CRED            5.7%    5/20/2011        47.45
FORD MOTOR CRED            5.7%   12/20/2011        45.50
FORD MOTOR CRED            5.7%    1/20/2012        41.87
FORD MOTOR CRED           5.75%    1/20/2010        63.36
FORD MOTOR CRED           5.75%    3/22/2010        70.00
FORD MOTOR CRED           5.75%    8/22/2011        44.70
FORD MOTOR CRED           5.75%   12/20/2011        37.07
FORD MOTOR CRED           5.75%    2/21/2012        32.00
FORD MOTOR CRED           5.75%    2/20/2014        21.51
FORD MOTOR CRED            5.8%    8/22/2011        49.02
FORD MOTOR CRED           5.85%    5/20/2010        51.02
FORD MOTOR CRED           5.85%    6/21/2010        60.00
FORD MOTOR CRED           5.85%    7/20/2011        39.20
FORD MOTOR CRED           5.85%    1/20/2012        40.59
FORD MOTOR CRED            5.9%    7/20/2011        45.77
FORD MOTOR CRED            5.9%    7/20/2011        51.27
FORD MOTOR CRED           5.95%    5/20/2010        66.06
FORD MOTOR CRED              6%    2/22/2010        70.00
FORD MOTOR CRED              6%    6/21/2010        63.00
FORD MOTOR CRED              6%   10/20/2010        62.00
FORD MOTOR CRED              6%   12/20/2010        58.00
FORD MOTOR CRED              6%    1/20/2012        43.00
FORD MOTOR CRED              6%    3/20/2014        28.00
FORD MOTOR CRED           6.05%    7/20/2010        58.00
FORD MOTOR CRED           6.05%    9/20/2010        60.00
FORD MOTOR CRED           6.05%    6/20/2011        47.00
FORD MOTOR CRED            6.1%    6/20/2011        32.00
FORD MOTOR CRED           6.15%    9/20/2010        60.00
FORD MOTOR CRED           6.15%    5/20/2011        53.50
FORD MOTOR CRED            6.2%    5/20/2011        47.89
FORD MOTOR CRED            6.2%    6/20/2011        43.31
FORD MOTOR CRED           6.25%    8/20/2010        55.14
FORD MOTOR CRED           6.25%    6/20/2011        50.00
FORD MOTOR CRED           6.25%    6/20/2011        46.55
FORD MOTOR CRED           6.25%    1/20/2015        26.33
FORD MOTOR CRED           6.25%    3/20/2015        25.00
FORD MOTOR CRED            6.3%    5/20/2010        63.00
FORD MOTOR CRED           6.35%    9/20/2010        56.00
FORD MOTOR CRED           6.85%    5/20/2014        25.10
FORD MOTOR CRED           6.95%    4/20/2010        62.13
FORD MOTOR CRED              7%     7/1/2010        66.00
FORD MOTOR CRED              7%    7/20/2010        66.22
FORD MOTOR CRED            7.1%    9/20/2010        39.00
FORD MOTOR CRED            7.1%    9/20/2013        33.60
FORD MOTOR CRED            7.2%    9/27/2010        62.33
FORD MOTOR CRED           7.25%    3/22/2010        65.00
FORD MOTOR CRED           7.25%    7/20/2017        21.00
FORD MOTOR CRED            7.3%    1/23/2012        45.24
FORD MOTOR CRED            7.4%    8/21/2017        20.76
FORD MOTOR CRED           7.72%    5/17/2010        63.20
FREESCALE SEMICO         8.875%   12/15/2014        25.50
FREESCALE SEMICO         8.875%   12/15/2014        24.50
FREESCALE SEMICO        10.125%   12/15/2016        28.25
FREESCALE SEMICO        10.125%   12/15/2016        20.50
FRONTIER AIRLINE             5%   12/15/2025        17.50
G-I HOLDINGS                10%    2/15/2006         1.60
GENCORP INC                  4%    1/16/2024        64.50
GENERAL MOTORS            6.75%     5/1/2028        12.72
GENERAL MOTORS           7.125%    7/15/2013        14.00
GENERAL MOTORS             7.2%    1/15/2011        17.94
GENERAL MOTORS           7.375%    5/23/2048        11.34
GENERAL MOTORS             7.4%     9/1/2025        12.00
GENERAL MOTORS             7.7%    4/15/2016        14.00
GENERAL MOTORS             8.1%    6/15/2024        14.50
GENERAL MOTORS            8.25%    7/15/2023        16.25
GENERAL MOTORS           8.375%    7/15/2033        15.00
GENERAL MOTORS             8.8%     3/1/2021        12.00
GENERAL MOTORS             9.4%    7/15/2021        15.65
GENERAL MOTORS            9.45%    11/1/2011        17.76
GENWORTH GLOBAL           5.65%    7/15/2016        13.00
GEORGIA GULF CRP         7.125%   12/15/2013        33.00
GEORGIA GULF CRP           9.5%   10/15/2014        15.13
GEORGIA GULF CRP         10.75%   10/15/2016         4.00
GGP LP                    3.98%    4/15/2027         9.09
GMAC LLC                  4.05%    2/15/2009        98.88
GMAC LLC                   4.1%    2/15/2009        99.25
GMAC LLC                   4.1%    3/15/2009        96.38
GMAC LLC                   4.1%    3/15/2009        96.76
GMAC LLC                  4.25%    2/15/2009        99.34
GMAC LLC                  4.25%    2/15/2009        97.00
GMAC LLC                  4.25%    3/15/2009        96.50
GMAC LLC                   4.9%   10/15/2009        80.80
GMAC LLC                     5%    8/15/2009        82.50
GMAC LLC                     5%    8/15/2009        81.90
GMAC LLC                     5%    9/15/2009        83.50
GMAC LLC                     5%    9/15/2009        83.06
GMAC LLC                  5.05%    7/15/2009        85.88
GMAC LLC                   5.1%    7/15/2009        86.00
GMAC LLC                   5.1%    8/15/2009        84.13
GMAC LLC                   5.1%    9/15/2009        82.00
GMAC LLC                  5.25%    7/15/2009        85.88
GMAC LLC                  5.25%    8/15/2009        85.50
GMAC LLC                  5.25%    8/15/2009        84.03
GMAC LLC                  5.25%   11/15/2009        79.95
GMAC LLC                   5.3%    1/15/2010        69.33
GMAC LLC                   5.4%    6/15/2009        87.49
GMAC LLC                   5.4%   12/15/2009        77.71
GMAC LLC                   5.5%    2/15/2009        99.62
GMAC LLC                   5.5%    6/15/2009        88.47
GMAC LLC                   5.5%    1/15/2010        71.00
GMAC LLC                   5.7%   10/15/2013        12.14
GMAC LLC                  5.85%    6/15/2013        33.11
GMAC LLC                     6%    1/15/2010        73.25
GMAC LLC                     6%    2/15/2010        72.74
GMAC LLC                  6.05%    3/15/2010        75.00
GMAC LLC                   6.1%    5/15/2009        44.75
GMAC LLC                  6.15%    3/15/2010        70.00
GMAC LLC                   6.2%   11/15/2013        30.90
GMAC LLC                  6.25%    6/15/2009        54.26
GMAC LLC                  6.25%    3/15/2013        34.72
GMAC LLC                  6.25%    7/15/2013        20.87
GMAC LLC                   6.3%    6/15/2009        88.00
GMAC LLC                   6.3%    6/15/2009        83.91
GMAC LLC                   6.3%    7/15/2009        84.72
GMAC LLC                  6.35%    5/15/2009        92.20
GMAC LLC                  6.45%    2/15/2013        39.00
GMAC LLC                   6.5%    6/15/2009        71.65
GMAC LLC                   6.5%    2/15/2013        32.44
GMAC LLC                   6.5%    6/15/2013        25.00
GMAC LLC                 6.625%   10/15/2011        48.50
GMAC LLC                  6.65%    2/15/2013        33.25
GMAC LLC                  6.75%    9/15/2011        47.00
GMAC LLC                  6.75%   10/15/2011        46.74
GMAC LLC                  6.75%   10/15/2011        47.38
GMAC LLC                   6.8%   11/15/2009        73.31
GMAC LLC                   6.8%   12/15/2009        20.89
GMAC LLC                  6.85%    7/15/2009        85.00
GMAC LLC                   6.9%    6/15/2009        88.88
GMAC LLC                     7%    3/15/2009        96.09
GMAC LLC                     7%    7/15/2009        85.00
GMAC LLC                     7%    9/15/2009        83.83
GMAC LLC                     7%   10/15/2009        79.76
GMAC LLC                     7%   10/15/2011        48.50
GMAC LLC                     7%    2/15/2018        10.61
GMAC LLC                  7.05%   10/15/2009        80.73
GMAC LLC                  7.25%    1/15/2010        66.87
GMAC LLC                  7.25%    8/15/2012        39.89
GMAC LLC                   7.5%   10/15/2012        39.50
GMAC LLC                  7.55%    8/15/2010        30.00
GMAC LLC                 7.625%   11/15/2012        40.50
GMAC LLC                   7.7%    8/15/2010        66.00
GMAC LLC                   7.7%    8/15/2010        35.00
GMAC LLC                  7.75%   10/15/2012        40.00
GMAC LLC                  7.85%    8/15/2010        66.79
GMAC LLC                     8%    6/15/2010        67.00
GMAC LLC                     8%    7/15/2010        67.79
GMAC LLC                     8%    9/15/2010        30.00
GMAC LLC                     8%    8/15/2015        16.00
GMAC LLC                  8.05%    4/15/2010        71.00
GMAC LLC                  8.25%    9/15/2012        20.27
GMAC LLC                   8.4%    4/15/2010        72.00
GMAC LLC                   8.4%    8/15/2015        25.10
GMAC LLC                   8.5%    8/15/2015        17.00
GRAHAM PACKAGING           8.5%   10/15/2012        43.25
GREAT LAKES CHEM             7%    7/15/2009        52.00
HAIGHTS CROSS OP         11.75%    8/15/2011        38.00
HANNA (MA) CO             6.52%    2/23/2010        70.06
HARRAHS OPER CO          5.375%   12/15/2013        17.10
HARRAHS OPER CO            5.5%     7/1/2010        48.00
HARRAHS OPER CO          5.625%     6/1/2015        13.40
HARRAHS OPER CO           5.75%    10/1/2017        11.75
HARRAHS OPER CO            6.5%     6/1/2016        12.22
HARRAHS OPER CO              8%     2/1/2011        37.20
HARRAHS OPER CO             10%   12/15/2015        31.13
HARRAHS OPER CO          10.75%     2/1/2016        22.73
HARRY & DAVID OP             9%     3/1/2013        32.85
HAWAIIAN TELCOM           9.75%     5/1/2013         5.75
HAWAIIAN TELCOM           12.5%     5/1/2015         0.85
HAWKER BEECHCRAF           8.5%     4/1/2015        27.00
HAWKER BEECHCRAF          9.75%     4/1/2017        19.00
HEADWATERS INC           2.875%     6/1/2016        30.00
HERTZ CORP                 7.4%     3/1/2011        58.66
HERTZ CORP               7.625%     6/1/2012        41.64
HEXION US/NOVA            9.75%   11/15/2014        15.50
HILTON HOTELS              7.5%   12/15/2017        22.17
HINES NURSERIES          10.25%    10/1/2011         8.00
HUMAN GENOME              2.25%   10/15/2011        49.63
HUTCHINSON TECH           3.25%    1/15/2026        30.13
IDEARC INC                   8%   11/15/2016         6.25
IDEARC INC                   8%   11/15/2016         3.50
INCYTE CORP                3.5%    2/15/2011        50.00
INCYTE CORP LTD            3.5%    2/15/2011        54.00
INDALEX HOLD              11.5%     2/1/2014        29.88
INN OF THE MOUNT            12%   11/15/2010        20.50
INTCOMEX INC             11.75%    1/15/2011        36.00
ISTAR FINANCIAL          5.125%     4/1/2011        40.00
ISTAR FINANCIAL          5.125%     4/1/2011        43.25
ISTAR FINANCIAL           5.15%     3/1/2012        41.00
ISTAR FINANCIAL          5.375%    4/15/2010        65.00
ISTAR FINANCIAL            5.5%    6/15/2012        39.00
ISTAR FINANCIAL           5.65%    9/15/2011        42.00
ISTAR FINANCIAL            5.8%    3/15/2011        42.00
ISTAR FINANCIAL              6%   12/15/2010        51.50
JAZZ TECHNOLOGIE             8%   12/31/2011        22.25
JEFFERSON SMURFI           7.5%     6/1/2013        10.00
JEFFERSON SMURFI          8.25%    10/1/2012         7.50
JPMORGAN CHASE               6%    2/15/2009        99.02
K HOVNANIAN ENTR           6.5%    1/15/2014        31.75
K HOVNANIAN ENTR          7.75%    5/15/2013        26.50
K HOVNANIAN ENTR             8%     4/1/2012        41.00
K HOVNANIAN ENTR         8.875%     4/1/2012        39.50
KAISER ALUMINUM          12.75%     2/1/2003         4.20
KAR HOLDINGS                10%     5/1/2015        35.00
KELLWOOD CO              7.625%   10/15/2017         6.26
KELLWOOD CO              7.875%    7/15/2009        45.00
KEMET CORP                2.25%   11/15/2026        17.00
KEMET CORP                2.25%   11/15/2026        19.93
KEYSTONE AUTO OP          9.75%    11/1/2013        29.00
KIMBALL HILL INC          10.5%   12/15/2012         0.13
KKR FINANCIAL                7%    7/15/2012        36.75
KNIGHT RIDDER            4.625%    11/1/2014        16.06
KNIGHT RIDDER             5.75%     9/1/2017        20.50
KNIGHT RIDDER            6.875%    3/15/2029        18.75
KNIGHT RIDDER            7.125%     6/1/2011        30.66
KNIGHT RIDDER             7.15%    11/1/2027        20.00
KNIGHT RIDDER            9.875%    4/15/2009        90.00
LANDAMERICA              3.125%   11/15/2033        10.00
LANDAMERICA               3.25%    5/15/2034        14.50
LANDRY'S RESTAUR           9.5%   12/15/2014       100.43
LAZYDAYS RV              11.75%    5/15/2012        46.25
LAZYDAYS RV              11.75%    5/15/2012        10.00
LEAR CORP                 5.75%     8/1/2014        24.00
LEAR CORP                  8.5%    12/1/2013        23.93
LEAR CORP                 8.75%    12/1/2016        21.22
LEAR CORP                 8.75%    12/1/2016        20.50
LECROY CORP                  4%   10/15/2026        37.25
LEHMAN BROS HLDG          3.95%   11/10/2009        13.00
LEHMAN BROS HLDG             4%    4/16/2019         6.00
LEHMAN BROS HLDG          4.25%    1/27/2010        15.00
LEHMAN BROS HLDG         4.375%   11/30/2010        13.55
LEHMAN BROS HLDG           4.5%    7/26/2010        14.90
LEHMAN BROS HLDG           4.5%     8/3/2011         5.00
LEHMAN BROS HLDG           4.7%     3/6/2013         1.05
LEHMAN BROS HLDG           4.8%    2/27/2013         5.50
LEHMAN BROS HLDG           4.8%    3/13/2014        13.75
LEHMAN BROS HLDG           4.8%    6/24/2023         8.00
LEHMAN BROS HLDG             5%    1/14/2011        15.00
LEHMAN BROS HLDG             5%    1/22/2013         5.06
LEHMAN BROS HLDG             5%    2/11/2013         4.56
LEHMAN BROS HLDG             5%    3/27/2013         6.12
LEHMAN BROS HLDG             5%    6/26/2015         4.25
LEHMAN BROS HLDG             5%     8/5/2015         5.00
LEHMAN BROS HLDG             5%   12/18/2015         6.80
LEHMAN BROS HLDG             5%    5/28/2023         6.00
LEHMAN BROS HLDG             5%    5/30/2023         6.00
LEHMAN BROS HLDG             5%    6/10/2023         7.63
LEHMAN BROS HLDG             5%    6/17/2023         7.50
LEHMAN BROS HLDG           5.1%    1/28/2013         6.25
LEHMAN BROS HLDG           5.1%    2/15/2020        12.00
LEHMAN BROS HLDG          5.15%     2/4/2015         8.31
LEHMAN BROS HLDG           5.2%    5/13/2020         6.06
LEHMAN BROS HLDG          5.25%     2/6/2012        14.25
LEHMAN BROS HLDG          5.25%    2/11/2015         8.52
LEHMAN BROS HLDG          5.25%     3/8/2020         6.00
LEHMAN BROS HLDG          5.25%    5/20/2023         7.38
LEHMAN BROS HLDG          5.35%    2/25/2018         2.50
LEHMAN BROS HLDG          5.35%    3/13/2020         4.56
LEHMAN BROS HLDG          5.35%    6/14/2030         9.20
LEHMAN BROS HLDG         5.375%     5/6/2023         3.33
LEHMAN BROS HLDG           5.4%     3/6/2020         7.10
LEHMAN BROS HLDG           5.4%    3/20/2020         5.50
LEHMAN BROS HLDG           5.4%    3/30/2029         4.56
LEHMAN BROS HLDG           5.4%    6/21/2030         9.20
LEHMAN BROS HLDG          5.45%    3/15/2025         3.50
LEHMAN BROS HLDG          5.45%     4/6/2029         5.06
LEHMAN BROS HLDG          5.45%    2/22/2030        11.60
LEHMAN BROS HLDG          5.45%    7/19/2030         3.51
LEHMAN BROS HLDG          5.45%    9/20/2030         5.87
LEHMAN BROS HLDG           5.5%     4/4/2016        13.25
LEHMAN BROS HLDG           5.5%     2/4/2018         3.28
LEHMAN BROS HLDG           5.5%    2/19/2018        12.00
LEHMAN BROS HLDG           5.5%    11/4/2018        12.00
LEHMAN BROS HLDG           5.5%    2/27/2020         9.00
LEHMAN BROS HLDG           5.5%    8/19/2020         7.50
LEHMAN BROS HLDG           5.5%    3/14/2023        12.00
LEHMAN BROS HLDG           5.5%     4/8/2023         7.56
LEHMAN BROS HLDG           5.5%    4/15/2023         9.20
LEHMAN BROS HLDG           5.5%    4/23/2023         9.17
LEHMAN BROS HLDG           5.5%     8/5/2023         5.25
LEHMAN BROS HLDG           5.5%    10/7/2023         5.40
LEHMAN BROS HLDG           5.5%    1/27/2029         6.88
LEHMAN BROS HLDG           5.5%     2/3/2029         2.20
LEHMAN BROS HLDG           5.5%     8/2/2030         7.50
LEHMAN BROS HLDG          5.55%    2/11/2018        12.00
LEHMAN BROS HLDG          5.55%     3/9/2029         4.15
LEHMAN BROS HLDG          5.55%    1/25/2030         7.50
LEHMAN BROS HLDG          5.55%    9/27/2030         7.27
LEHMAN BROS HLDG          5.55%   12/31/2034         6.06
LEHMAN BROS HLDG           5.6%    1/22/2018         6.00
LEHMAN BROS HLDG           5.6%    2/17/2029         4.88
LEHMAN BROS HLDG           5.6%    2/24/2029         4.50
LEHMAN BROS HLDG           5.6%     3/2/2029        12.50
LEHMAN BROS HLDG           5.6%    2/25/2030        11.50
LEHMAN BROS HLDG           5.6%     5/3/2030         9.20
LEHMAN BROS HLDG         5.625%    1/24/2013        15.69
LEHMAN BROS HLDG         5.625%    3/15/2030         2.35
LEHMAN BROS HLDG          5.65%   11/23/2029         7.50
LEHMAN BROS HLDG          5.65%    8/16/2030         4.11
LEHMAN BROS HLDG          5.65%   12/31/2034         7.50
LEHMAN BROS HLDG           5.7%    1/28/2018         7.06
LEHMAN BROS HLDG           5.7%    2/10/2029         2.56
LEHMAN BROS HLDG           5.7%    4/13/2029         8.10
LEHMAN BROS HLDG           5.7%     9/7/2029         6.67
LEHMAN BROS HLDG           5.7%   12/14/2029         4.50
LEHMAN BROS HLDG          5.75%    4/25/2011        13.55
LEHMAN BROS HLDG          5.75%    7/18/2011        14.90
LEHMAN BROS HLDG          5.75%    5/17/2013        15.00
LEHMAN BROS HLDG          5.75%     1/3/2017         0.00
LEHMAN BROS HLDG          5.75%    3/27/2023         9.05
LEHMAN BROS HLDG          5.75%   10/15/2023         7.50
LEHMAN BROS HLDG          5.75%   10/21/2023         5.00
LEHMAN BROS HLDG          5.75%   11/12/2023         4.50
LEHMAN BROS HLDG          5.75%   11/25/2023         4.00
LEHMAN BROS HLDG          5.75%   12/16/2028         8.90
LEHMAN BROS HLDG          5.75%   12/23/2028         7.50
LEHMAN BROS HLDG          5.75%    8/24/2029         8.80
LEHMAN BROS HLDG          5.75%    9/14/2029         3.56
LEHMAN BROS HLDG          5.75%   10/12/2029         3.78
LEHMAN BROS HLDG          5.75%    3/29/2030         7.25
LEHMAN BROS HLDG           5.8%     9/3/2020         5.46
LEHMAN BROS HLDG           5.8%   10/25/2030         3.89
LEHMAN BROS HLDG          5.85%    11/8/2030         9.08
LEHMAN BROS HLDG         5.875%   11/15/2017        15.00
LEHMAN BROS HLDG           5.9%     5/4/2029         7.13
LEHMAN BROS HLDG           5.9%     2/7/2031         2.38
LEHMAN BROS HLDG          5.95%   12/20/2030        11.25
LEHMAN BROS HLDG             6%    7/19/2012        12.50
LEHMAN BROS HLDG             6%    1/22/2020         7.16
LEHMAN BROS HLDG             6%    2/12/2020         8.25
LEHMAN BROS HLDG             6%    1/29/2021         8.00
LEHMAN BROS HLDG             6%   10/23/2028         5.70
LEHMAN BROS HLDG             6%   11/18/2028        11.00
LEHMAN BROS HLDG             6%    5/11/2029        11.75
LEHMAN BROS HLDG             6%    7/20/2029         5.25
LEHMAN BROS HLDG             6%    4/30/2034         3.30
LEHMAN BROS HLDG             6%    7/30/2034        11.50
LEHMAN BROS HLDG             6%    2/21/2036         6.40
LEHMAN BROS HLDG             6%    2/24/2036        10.00
LEHMAN BROS HLDG             6%    2/12/2037         7.50
LEHMAN BROS HLDG          6.05%    6/29/2029         1.12
LEHMAN BROS HLDG           6.1%    8/12/2023         4.00
LEHMAN BROS HLDG          6.15%    4/11/2031         7.50
LEHMAN BROS HLDG           6.2%    9/26/2014        16.50
LEHMAN BROS HLDG           6.2%    6/15/2027         7.31
LEHMAN BROS HLDG           6.2%    5/25/2029         9.20
LEHMAN BROS HLDG          6.25%     2/5/2021         7.13
LEHMAN BROS HLDG          6.25%    2/22/2023         8.60
LEHMAN BROS HLDG           6.3%    3/27/2037         5.00
LEHMAN BROS HLDG           6.4%   10/11/2022         7.38
LEHMAN BROS HLDG           6.4%   12/19/2036         9.75
LEHMAN BROS HLDG           6.5%    2/28/2023         8.00
LEHMAN BROS HLDG           6.5%     3/6/2023        12.00
LEHMAN BROS HLDG           6.5%    9/20/2027         4.00
LEHMAN BROS HLDG           6.5%   10/18/2027         7.25
LEHMAN BROS HLDG           6.5%   10/25/2027        11.50
LEHMAN BROS HLDG           6.5%    1/17/2033         7.16
LEHMAN BROS HLDG           6.5%   12/22/2036         6.00
LEHMAN BROS HLDG           6.5%    2/13/2037        12.00
LEHMAN BROS HLDG           6.5%    6/21/2037        11.00
LEHMAN BROS HLDG           6.5%    7/13/2037         3.00
LEHMAN BROS HLDG           6.6%    10/3/2022         5.50
LEHMAN BROS HLDG           6.6%    6/18/2027         6.00
LEHMAN BROS HLDG         6.625%    1/18/2012        15.44
LEHMAN BROS HLDG         6.625%    7/27/2027        12.50
LEHMAN BROS HLDG          6.75%   12/28/2017         0.72
LEHMAN BROS HLDG          6.75%     7/1/2022         4.33
LEHMAN BROS HLDG          6.75%   11/22/2027         7.35
LEHMAN BROS HLDG          6.75%    3/11/2033         7.50
LEHMAN BROS HLDG          6.75%   10/26/2037         7.10
LEHMAN BROS HLDG           6.8%     9/7/2032         6.75
LEHMAN BROS HLDG          6.85%    8/16/2032         6.75
LEHMAN BROS HLDG          6.85%    8/23/2032         7.25
LEHMAN BROS HLDG         6.875%     5/2/2018        16.75
LEHMAN BROS HLDG           6.9%     9/1/2032         5.00
LEHMAN BROS HLDG             7%    5/12/2023         2.10
LEHMAN BROS HLDG             7%    9/27/2027        13.00
LEHMAN BROS HLDG             7%    10/4/2032         6.13
LEHMAN BROS HLDG             7%    7/27/2037         7.25
LEHMAN BROS HLDG             7%    9/28/2037         8.00
LEHMAN BROS HLDG             7%   11/16/2037         6.00
LEHMAN BROS HLDG             7%   12/28/2037         6.35
LEHMAN BROS HLDG             7%    1/31/2038         6.50
LEHMAN BROS HLDG             7%     2/1/2038         8.06
LEHMAN BROS HLDG             7%     2/7/2038         3.55
LEHMAN BROS HLDG             7%     2/8/2038         7.44
LEHMAN BROS HLDG             7%    4/22/2038         4.60
LEHMAN BROS HLDG          7.05%    2/27/2038         9.00
LEHMAN BROS HLDG          7.25%    2/27/2038        11.00
LEHMAN BROS HLDG          7.25%    4/29/2038         9.00
LEHMAN BROS HLDG          7.35%     5/6/2038         5.00
LEHMAN BROS HLDG          7.73%   10/15/2023         4.00
LEHMAN BROS HLDG         7.875%    11/1/2009        13.20
LEHMAN BROS HLDG         7.875%    8/15/2010        18.50
LEHMAN BROS HLDG             8%    3/17/2023         8.63
LEHMAN BROS HLDG          8.05%    1/15/2019         5.79
LEHMAN BROS HLDG           8.5%     8/1/2015        13.00
LEHMAN BROS HLDG           8.5%    6/15/2022         5.25
LEHMAN BROS HLDG          8.75%   12/21/2021         1.12
LEHMAN BROS HLDG          8.75%     2/6/2023         4.00
LEHMAN BROS HLDG           8.8%     3/1/2015        14.75
LEHMAN BROS HLDG          8.92%    2/16/2017         7.50
LEHMAN BROS HLDG           9.5%   12/28/2022         3.25
LEHMAN BROS HLDG           9.5%    1/30/2023         2.50
LEHMAN BROS HLDG           9.5%    2/27/2023         5.00
LEHMAN BROS HLDG            10%    3/13/2023         5.00
LEHMAN BROS HLDG        10.375%    5/24/2024         4.00
LEHMAN BROS HLDG            11%   10/25/2017         6.06
LEHMAN BROS HLDG            11%    6/22/2022         7.55
LEHMAN BROS HLDG          11.5%    9/26/2022         6.60
LEHMAN BROS HLDG            18%    7/14/2023         7.13
LEHMAN BROS INC            7.5%     8/1/2026         1.00
LEINER HEALTH               11%     6/1/2012         3.00
LITHIA MOTORS            2.875%     5/1/2014        88.28
LITTLE TRAV BAY          10.25%    2/15/2014        32.00
LOCAL INSIGHT               11%    12/1/2017        25.00
MAGMA DESIGN                 2%    5/15/2010        57.75
MAGNA ENTERTAINM          7.25%   12/15/2009        31.50
MAGNA ENTERTAINM          8.55%    6/15/2010        40.13
MAJESTIC STAR              9.5%   10/15/2010        30.00
MAJESTIC STAR             9.75%    1/15/2011         4.50
MANDALAY RESORT            6.5%    7/31/2009        92.00
MANDALAY RESORTS         9.375%    2/15/2010        72.00
MASONITE CORP               11%     4/6/2015         8.50
MERISANT CO                9.5%    7/15/2013         5.90
MERITOR AUTO               6.8%    2/15/2009        99.25
MERIX CORP                   4%    5/15/2013        24.50
MERRILL LYNCH             0.15%     3/9/2011        83.00
MERRILL LYNCH               12%    3/26/2010        20.65
METALDYNE CORP              11%    6/15/2012         5.05
MGM MIRAGE               8.375%     2/1/2011        53.85
MICHAELS STORES         11.375%    11/1/2016        30.14
MILLENNIUM AMER          7.625%   11/15/2026         5.06
MOHEGAN TRIBAL               8%     4/1/2012        38.00
MOHEGAN TRIBAL           8.375%     7/1/2011        51.13
MOMENTIVE PERFOR          11.5%    12/1/2016        23.00
MORRIS PUBLISH               7%     8/1/2013         5.56
MRS FIELDS                  10%   10/24/2014        25.00
MTR GAMING GROUP             9%     6/1/2012        50.25
NATL FINANCIAL            0.75%     2/1/2012        22.50
NAVISTAR FINL CP          4.75%     4/1/2009        88.00
NEFF CORP                   10%     6/1/2015        20.13
NELNET INC               5.125%     6/1/2010        62.50
NETWORK COMMUNIC         10.75%    12/1/2013        27.01
NEW PAGE CORP               10%     5/1/2012        35.00
NEW PLAN EXCEL             7.4%    9/15/2009        70.00
NEW PLAN EXCEL             7.5%    7/30/2029        15.20
NEW PLAN REALTY            6.9%    2/15/2028        15.68
NEW PLAN REALTY            6.9%    2/15/2028        10.33
NEW PLAN REALTY           7.65%    11/2/2026        13.25
NEW PLAN REALTY           7.68%    11/2/2026        19.00
NEW PLAN REALTY           7.97%    8/14/2026         9.00
NEWARK GROUP INC          9.75%    3/15/2014        15.00
NEWPAGE CORP                10%     5/1/2012        25.50
NEWPAGE CORP                12%     5/1/2013        13.50
NORTEK INC                 8.5%     9/1/2014        21.00
NORTEK INC                 8.5%     9/1/2014        27.13
NORTH ATL TRADNG          9.25%     3/1/2012        22.50
NORTHERN TEL CAP         7.875%    6/15/2026        10.00
NTK HOLDINGS INC             0%     3/1/2014        12.00
NUVEEN INVEST                5%    9/15/2010        61.00
NUVEEN INVEST              5.5%    9/15/2015        23.00
NUVEEN INVESTM            10.5%   11/15/2015        28.84
OLIN CORP                 6.75%    6/15/2016        24.00
OLIN CORP                9.125%   12/15/2011        52.13
OSI RESTAURANT              10%    6/15/2015        15.50
OSI RESTAURANT              10%    6/15/2015        17.75
OUTBOARD MARINE          9.125%    4/15/2017         3.00
PALM HARBOR               3.25%    5/15/2024        30.00
PANOLAM INDUSTRI         10.75%    10/1/2013        37.00
PARK PLACE ENT             7.5%     9/1/2009        60.25
PARK PLACE ENT           7.875%    3/15/2010        32.00
PARK PLACE ENT           8.125%    5/15/2011        20.00
PARK PLACE ENT           8.125%    5/15/2011        20.00
PILGRIM'S PRIDE          8.375%     5/1/2017        19.00
PILGRIMS PRIDE            9.25%   11/15/2013         6.00
PLIANT CORP             11.125%     9/1/2009        15.00
PLY GEM INDS                 9%    2/15/2012        28.12
POLYONE CORP             8.875%     5/1/2012        47.50
POPE & TALBOT            8.375%     6/1/2013         0.60
POWERWAVE TECH           1.875%   11/15/2024        18.44
POWERWAVE TECH           3.875%    10/1/2027        14.50
PREGIS CORP             12.375%   10/15/2013        38.75
PREIT ASSOCIATES             4%     6/1/2012        31.83
PREM ASSET 04-04         4.125%    3/12/2009        94.13
PRESIDENTIAL LFE         7.875%    2/15/2009       100.00
PRIMUS TELECOM            3.75%    9/15/2010         3.88
PRIMUS TELECOM               8%    1/15/2014         7.35
PRIMUS TELECOM           12.75%   10/15/2009         2.00
PRIMUS TELECOMM          14.25%    5/20/2011        32.19
PROVIDENCE SERV            6.5%    5/15/2014        28.00
QUALITY DISTRIBU             9%   11/15/2010        29.50
QUANTUM CORP             4.375%     8/1/2010        39.84
QUANTUM CORP             4.375%     8/1/2010        39.50
RADIAN GROUP              7.75%     6/1/2011        52.00
RADIAN GROUP              7.75%     6/1/2011        53.10
RADIO ONE INC            6.375%    2/15/2013        22.13
RADIO ONE INC            8.875%     7/1/2011        30.00
RAFAELLA APPAREL         11.25%    6/15/2011        57.38
RATHGIBSON INC           11.25%    2/15/2014        21.88
RAYOVAC CORP               8.5%    10/1/2013         8.70
READER'S DIGEST              9%    2/15/2017         8.50
REAL MEX RESTAUR            10%     4/1/2010        75.50
REALOGY CORP              10.5%    4/15/2014        20.00
REALOGY CORP              10.5%    4/15/2014        38.63
REALOGY CORP            12.375%    4/15/2015        12.63
REALOGY CORP            12.375%    4/15/2015        10.75
REEBOK INTL LTD              2%     5/1/2024        67.00
RENTECH INC                  4%    4/15/2013        26.00
RESIDENTIAL CAP              8%    2/22/2011        36.07
RESIDENTIAL CAP          8.375%    6/30/2010        58.63
RESIDENTIAL CAP            8.5%     6/1/2012        33.88
RESIDENTIAL CAP          8.375%    6/30/2010        59.00
REXNORD CORP            10.125%   12/15/2012        11.50
RH DONNELLEY             6.875%    1/15/2013         8.25
RH DONNELLEY             6.875%    1/15/2013         9.50
RH DONNELLEY             6.875%    1/15/2013         8.00
RH DONNELLEY             8.875%    1/15/2016         8.31
RH DONNELLEY             8.875%   10/15/2017        10.88
RH DONNELLEY             8.875%   10/15/2017        10.50
RH DONNELLEY INC         11.75%    5/15/2015        32.04
RITE AID CORP            6.875%    8/15/2013        26.00
RITE AID CORP              7.7%    2/15/2027        18.06
RITE AID CORP            8.125%     5/1/2010        62.13
RITE AID CORP              8.5%    5/15/2015        29.00
RITE AID CORP            8.625%     3/1/2015        27.00
RITE AID CORP             9.25%     6/1/2013        12.50
RITE AID CORP            9.375%   12/15/2015        31.00
RITE AID CORP              9.5%    6/15/2017        30.50
RJ TOWER CORP               12%     6/1/2013         2.00
ROTECH HEALTHCA            9.5%     4/1/2012        21.00
ROUSE CO LP/TRC           6.75%     5/1/2013        36.06
ROUSE COMPANY            3.625%    3/15/2009        41.75
ROUSE COMPANY              7.2%    9/15/2012        30.00
ROUSE COMPANY                8%    4/30/2009        40.00
SABRE HOLDINGS            8.35%    3/15/2016        26.50
SABRE HOLDINGS            7.35%     8/1/2011        37.00
SALEM COMM HLDG           7.75%   12/15/2010        53.50
SEITEL INC                9.75%    2/15/2014        36.75
SEQUA CORP               11.75%    12/1/2015        22.90
SERVICEMASTER CO           7.1%     3/1/2018        35.00
SIMMONS CO               7.875%    1/15/2014        13.88
SINCLAIR BROAD               3%    5/15/2027        59.00
SIRIUS SATELLITE          3.25%   10/15/2011        28.25
SIRIUS SATELLITE         9.625%     8/1/2013        36.38
SIX FLAGS INC              4.5%    5/15/2015        16.38
SIX FLAGS INC            8.875%     2/1/2010        39.00
SIX FLAGS INC            9.625%     6/1/2014        18.00
SIX FLAGS INC             9.75%    4/15/2013        19.00
SMURFIT-STONE                8%    3/15/2017         9.50
SONIC AUTOMOTIVE          5.25%     5/7/2009        94.00
SONIC AUTOMOTIVE         8.625%    8/15/2013        39.00
SPACEHAB INC               5.5%   10/15/2010        52.00
SPECTRUM BRANDS          7.375%     2/1/2015        21.62
SPECTRUM BRANDS           12.5%    10/2/2013        22.75
SPHERIS INC                 11%   12/15/2012        35.30
STALLION OILFIEL          9.75%     2/1/2015        21.38
STANLEY-MARTIN            9.75%    8/15/2015        28.00
STATION CASINOS              6%     4/1/2012        26.00
STATION CASINOS            6.5%     2/1/2014         3.00
STATION CASINOS          6.625%    3/15/2018         6.30
STATION CASINOS          6.875%     3/1/2016         3.00
STATION CASINOS           7.75%    8/15/2016        27.00
STONE CONTAINER          8.375%     7/1/2012         7.75
SWIFT TRANS CO            12.5%    5/15/2017        11.50
TEKNI-PLEX INC          10.875%    8/15/2012        57.00
TEKNI-PLEX INC           12.75%    6/15/2010        73.50
TENNECO AUTOMOT          8.625%   11/15/2014        24.00
TERPHANE HLDING           12.5%    6/15/2009        82.38
TERPHANE HLDING           12.5%    6/15/2009        82.38
TETON ENERGY COR         10.75%    6/18/2013        36.05
TEXTRON FIN CORP           4.6%     5/3/2010        69.50
THORNBURG MTG                8%    5/15/2013        15.09
TIMES MIRROR CO           6.61%    9/15/2027         1.50
TIMES MIRROR CO           7.25%     3/1/2013         3.50
TIMES MIRROR CO           7.25%   11/15/2096         4.25
TIMES MIRROR CO            7.5%     7/1/2023         3.00
TOUSA INC                    9%     7/1/2010         1.50
TOUSA INC                    9%     7/1/2010         4.84
TOYS R US                7.625%     8/1/2011        41.00
TOYS R US                7.875%    4/15/2013        35.06
TOYS R US DEL             8.75%     9/1/2021        15.00
TRANS-LUX CORP            8.25%     3/1/2012        35.00
TRANSMERIDIAN EX            12%   12/15/2010        10.00
TRAVELPORT LLC          11.875%     9/1/2016        32.87
TRIBUNE CO               4.875%    8/15/2010         3.50
TRIBUNE CO                5.25%    8/15/2015         3.50
TRIBUNE CO                5.67%    12/8/2008         2.00
TRICO MARINE                 3%    1/15/2027        25.75
TRONOX WORLDWIDE           9.5%    12/1/2012        11.00
TRUE TEMPER              8.375%    9/15/2011        30.00
TRUMP ENTERTNMNT           8.5%     6/1/2015        13.75
UAL CORP                   4.5%    6/30/2021        50.75
UAL CORP                     5%     2/1/2021        50.73
UNISYS CORP              6.875%    3/15/2010        64.50
UNISYS CORP                  8%   10/15/2012        38.00
UNITED COMPONENT         9.375%    6/15/2013        29.00
UNITED MERCH&MFG           3.5%    3/31/2022         1.00
UNIV CITY DEVEL          11.75%     4/1/2010        75.50
UNIV CITY FL HLD         8.375%     5/1/2010        80.00
UNIVERSAL FOODS            6.5%     4/1/2009        91.50
US LEASING INTL              6%     9/6/2011        25.00
US SHIPPING PART            13%    8/15/2014        22.13
USAUTOS TRUST              5.1%     3/3/2011        16.00
USFREIGHTWAYS              8.5%    4/15/2010        57.00
VALASSIS COMM             8.25%     3/1/2015        28.00
VALASSIS COMM             8.25%     3/1/2015        26.25
VENOCO INC                8.75%   12/15/2011        44.50
VERASUN ENERGY           9.375%     6/1/2017        10.00
VERENIUM CORP              5.5%     4/1/2027        20.63
VERSO PAPER             11.375%     8/1/2016        21.88
VESTA INSUR GRP           8.75%    7/15/2025         1.00
VIRGIN RIVER CAS             9%    1/15/2012        28.63
VISTEON CORP                 7%    3/10/2014         5.38
VISTEON CORP              8.25%     8/1/2010        15.51
VISTEON CORP             12.25%   12/31/2016         9.25
VITESSE SEMICOND           1.5%    10/1/2024        50.03
WASH MUT BANK NV          5.55%    6/16/2010        20.00
WASH MUT BANK NV          5.95%    5/20/2013         0.01
WASH MUTUAL INC           8.25%     4/1/2010        44.86
WCI COMMUNITIES              4%     8/5/2023         5.06
WCI COMMUNITIES          6.625%    3/15/2015         7.00
WCI COMMUNITIES          7.875%    10/1/2013         6.31
WCI COMMUNITIES          9.125%     5/1/2012         1.00
WILLIAM LYON               7.5%    2/15/2014        15.00
WILLIAM LYON             7.625%   12/15/2012        32.13
WILLIAM LYON             7.625%   12/15/2012        18.00
WILLIAM LYON             10.75%     4/1/2013        14.56
WIMAR OP LLC/FIN         9.625%   12/15/2014         1.76
XM SATELLITE                10%    12/1/2009        44.25
XM SATELLITE                10%   12/31/2009        38.00
XM SATELLITE                13%     8/1/2013        26.50
YOUNG BROADCSTNG            10%     3/1/2011         0.20



                            *********

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 Alejandro B. 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 ***